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[J COPY FRY-6 OMB Number7100-0297 Approval expires Docembor 31 2015 Page 1 af2
Board of Governors of the Federal Reserve System
Annual Report of Holding Companies-FR Y-6
Report at the close of business as of the end of fiscal year
This Report is required by law Section 5(c)(1)(A) of the Bank Holding Company Act (12 USC sect 1844 (c)(1)(A)) Section 8(a) of the International Banking Act (12 USC sect 3106(a)) Sections 11(a)(1) 25 and 25A of the Federal Reserve Act (12 USC sectsect 248(a)(1) 602 and 611a) Section 21113c) of Regulation K (12 CFR sect 21113(c)) and Section 2255(b) of Regulation Y (12 CFR sect 225S(b)) and section 10(c)(2)(H) of the Home Owners Loan Act Return to the appropriate Federal Reserve Bank the original and the number of copies specified
NOTE The Annual Report of Holding Companies must be signed by one director of the top-tier holding company This individual should also be a senior official of the top-tier holding company In the event that the top-tier holding company does not have an individual who is a senior official and is also a director the chairshyman of the board must sign the report
1 Lawrence P Kelley Name or tfle Holding Company Director and Official
President and CEO ntle of thamp Holding Company Director and Official
attest that the Annual Report of Holding Companies (including the supporting attachments) for this report date has been preshypared in conformance with the instructions issued by the Federal Reserve System and are true and correct to the best of my knowledge and belief
With respect to information regarding individuals contained in this report the Reporter certifies that it has the authority to provide this information to the Federal Reserve The Reporter also certifies that it has the authority on behalf of each individual to consent or object to public release of information regarding that individual The Federal Reserve may assume in the absence of a request for confidential treatment submitted in accordance with the Boards Rules Regarding Availability of Information 12 CFR Part 261 that the Reporter anI1 individual consent to public release of all details in th report concerning that individual
middot c
Signature or Holding Company Director end Official
For holding companies l1S2l registered with the SEC-Indicate status of Annual Report to Shareholders
M Is Included with the FR Y-6 report
will be sent under separate cover
0 is not prepared
For Federal Reserve Bank Use Only
RSSDID llt6-9( CI
This report form is to be filed by all top-tier bank holding compashynies and top-tier savings and loan holding companies organized under US law and by any foreign banking organization that does not meet the requirements of and is not treated as a qualifyshying foreign banking organization under Section 21123 of Regulation K (12 CFR sect 21123) (See page one of the general instructions for more detail of who must file) The Federal Reserve may not conduct or sponsor and an organization (or a person) is not required to respond to an information collection unless it displays a currently valid OMB control number
Date of Report (top-tier holding companys fiscal year-end)
Ocember 31 2014 Month I Day I Year
None Reporte(s legal Entity Identifier (LEI) (20-Charecter LEI Code)
Reporters Name Street and Mailing Address
Standard Bancshares Inc Legal litle of Holding Company
7800 W 9Sth Street (Mailing Address of the Holding Company) Street I PO Box
Hickory Hills IL Ctty
Physical Location QI d ifferent from mailing address)
60457 Zip Code
Person to whom questions about this report should be directed Charla A Wright
middotmiddot- _SVPContr-----
Name Tille
708-499-2062-61071 Area Code I Phone Number I Extension
815-806-8464 Area Code I FAX Number
charlawrighttanpoundltltfanks co_l_middot-- --middot-middotmiddotmiddotmiddotmiddotmiddotmiddot-middotmiddotmiddotmiddotmiddotmiddotmiddotmiddotmiddotmiddot-middot-shy
E-mail Address
Address (URL) for the Holding Companys web page
Does the reporter request confidential treatment for any portion of this submission
D Yes Please Identify the report Items to which this request applies
D In accordance with the Instructions on pages GEN-2 and 3 a letter justifying the request is being provided
D The information for which confidential treatment is sought Is being submitted separately labeled Confidential
Public reporting burden far this Information collection Is ostlmaled la vary from 13 to 101 hours per response with en average of 525 hours per response lndudlng time to gather end maintain dale In lhe required form and ta revlaw lnslrucllons and complete the lnformallon collecllon Sand comments regarding this burden estimate or any olher aspect of this collection of Information lndudlng suggestions far reducing this burden to Socrelary Board of Governors of lhe Federal Reserve Syslem 20lh and C Slreets NW Washington DC 20551 end lo the Omce of Managemenl and Budgel Paperworllt Reduction Project (71000297) Washington DC 20503
102014
Independent Auditors Report
To the Audit Committee Standard Bancshares Inc and Subsidiaries Hickory Hills Illinois
Report on the Financial Statements
We have audited the accompanying consolidated balance sheets of Standard-Bancshares Inc and Subsidiaries as of December 31 2014 and 2013 and the related consolidated statements of income comprehensive income (loss) changes in shareholders equity and cash flows for the years then ended and the related notes to the consolidated financial statements
Managements Responsibility for the Financial Statements
Management is responsible for the preparation and fair presentation of these consolidated financial statements in accordance with accounting principles generally accepted in the United States of America this includes the design implementation and maintenance of internal control relevant to the preparation and fair presentation of consolidated financial statements that are free from material misstatement whether due to fraud or error
Auditors Responsibility
Our responsibility is to express an opinion on these consolidated financial statements based on our audits We conducted our audits in accordance with auditing standards generally accepted in the United States of America Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement
An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the consolidated financial statements The procedures selected depend on the auditors judgment including the assessment of the risks of material misstatement of the consolidated financial statements whether due to fraud or error In making those risk assessments the auditor considers internal control relevant to the entitys preparation and fair presentation of the consolidated financial statements in order to design audit procedures that are appropriate in the circumstances An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of significant accounting estimates made by management as well as evaluating the overall presentation of the consolidated financial statements
We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion
Opinion
In our opinion the consolidated financial statements referred to above present fairly in all material respects the financial position of Standard Bancshares Inc and Subsidiaries as of December 31 2014 and 2013 and the results of its operations and its cash flows for the years then ended in accordance with accounting principles generally accepted in the United States of America
Other Matters
We also have audited in accordance with attestation standards established by the American Institute of Certified Public Accountants Standard Bancshares Inc and Subsidiaries internal control over financial reporting as of December 31 2014 based on criteria established in Internal Control- Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO) in 2013 and our report dated March 13 2015 expressed an unmodified opinion
The consolidated financial statements of Standard Bancshares Inc and Subsidiaries as of and for the year ended December 31 2012 were audited by other auditors whose report dated November 14 2013 expressed an unmodified opinion on those consolidated statements
Schaumburg Illinois March 13 2015
STANDARD BANCSHARES INC AND SUBSI DIARIES
ASSETS
Cash and due from banks
CONSOLI DATED BALANCE SHEETS DECEMBER 31 2014 AND 2013
(in thousands except per share data)
Interest bearing deposits in other banks Federal funds sold
Total cash and cash equivalents Investment securities
Securities held-to-maturity (fair value 2014 - $3564 2013 - $1415)
Securities available for sale at fair value Loans held for sale Loans - net Bank premises and equipment - net Bank premises held for sale Other real estate owned Federal Home Loan Bank stock - at cost Cash surrender value of bank owned life insurance Other assets
Total assets
LIABI LITIES AND SHAREHOLDERS EQU ITY
Commitments and Contingency (Note 14 and 16)
Deposits Non interest-bearing Interest bearing
Total deposits Advances from Federal Home Loan Bank Accrued expenses and other liabilities
Total liabilities
Shareholders equity Preferred stock $01 par value 20000000 shares authorized
no shares issued at December 31 2014 and 2013
Common stock $01 par value 80000000 shares authorized 38 188671 voting and 10434045 non-voting shares
issued at December 31 2014 and 2013
Additional paid-in-capital Retained earnings Accumulated other comprehensive income
Total shareholders equity
2014
$ 41292
153809 4375
199476
3888
154394 8274
1744331
60914
1462
16233
3247
48470
47514
$ 2288203
$ 612646
1380926
1993572
15000 13583
2022155
486
176007 89361
194
266048
2013
$ 55046 174019
5 118
234 183
1762
139588
5408
1619995 65782
12930
3143
47033 55426
$ 2185250
$ 536325
1382780
1919 105
14238
1933343
486
175225 75067
1 129
251907
$28203 $ 218(250 Total liabilities and shareholders egdJY _________ ==sectsectsectsect=----sect--------
The accompanying notes are an integral part of the consolidated financial statements 3
STANDARD BANCSHARES INC AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF INCOME YEARS ENDED DECEMBER 31 2014 2013 AND 2012
(in thousands except per share data)
INTEREST INCOME Loans including fees Investment securities
Taxable Exempt from federal income tax
Interest bearing deposits in other banks Federal funds sold
Total interest income
INTEREST EXPENSE Deposits Federal Home Loan Bank advances and short-term borrowings Notes payable
Total interest expense
Net interest income
Provision for credit losses
Net interest income after provision for credit losses
NON-INTEREST INCOME Deposit account income Secondary mortgage income Gains on sale of securities available for sale Other
Total non-interest income
NON-INTEREST EXPENSES Salaries Employee benefits Net occupancy expense FDIC assessment Data processing Legal Professional services OREO expenses Amortization of intangible assets Goodwill impairment Other
Total non-interest expenses
Income (loss) before income taxes
Income tax expense (benefit)
Net income (loss)
Preferred dividends and discount accretion on preferred shares
Net income (loss) applicable to common shareholders
2014
$ 77838
1494 5
556 1
79894
3964 46
4010
75884
2967
72917
4798 3096
611 11925 20430
30065 6498
11921 1932 2729 1607
805 1652
693
10495
68397
24950
10656
14294
$ 14294
2013
$ 75331
1491
630 2
77454
5368 71
293 5732
71722
8751
62971
4577 4824
11 140 20541
29320 6922
11892 1971 2746 1831 1 102 3109
585
10063
69541
13971
5798
8173
1124
$ 7049
The accompanying notes are an integral part of the consolidated financial statements 4
2012
$ 80553
2078 5
626 3
83265
8837 247
2080 11 164
72 101
33384
38717
4421 4906
9945 19272
26096 7911
12636 3240 2424 2486 1034 3452
644 23987 10463
94373
(36384)
(5622)
(30762)
4090
$ (34852)
STANDARD BANCSHARES INC AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS) YEARS ENDED DECEMBER 31 2014 2013 AND 2012
(in thousands)
2014
Net income (loss) $ 14294 $ Other comprehensive income (loss) net of tax
Unrealized (loss) on securities available-for-sale Unrealized holding (losses) during the period (897) Less Reclassification adjustment for gains included
in net income (loss) 611
Other comprehensive (loss) (1508)
Income tax benefit related to other comprehensive income 573
Other comprehensive (loss) after tax (935)
Comprehensive income (loss) $ 13359 $
2013
8173
(7)
(7)
3
(4)
8169
The accompanying notes are an integral part of the consolidated financial statements 5
2012
$ (30762)
(360)
(360)
136
(224)
$ (30986)
STANDARD BANCSHARES INC AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CHANGES JN SHAREHOLDERS EQUITY YEARS ENDED DECEMBER 31 2014 2013 AND 2012
(in thousands except per share data)
Accumulated Additional Other
Preferred Common Paid-In Retained Comprehensive Stock Stock Caeital Earnings Income (loss)
BALANCE JANUARY 1 2012 $ 61533 $ 4464 $ 39208 $ 103497 $ 1357
Net Joss (30762) Other comprehensive loss net of tax (224) Accretion of discount on preferred stock 627 (627) Dividends declared - preferred stock (3463)
BALANCE DECEMBER 31 2012 62160 4464 39208 68645 1133
Net income 8173 Other comprehensive Joss net of tax (4) Change in par value from 238 to 01 per share (4277) 4277 Accretion of discount on preferred stock 840 (840) Dividends declared - preferred stock (911) Preferred Stock exchanged for 13548387
shares of Common Stock (63000) 136 62864 Issued 16316408 additional shares at $465
per share less issuance cost of $7274 163 68435 Stock based compensation 441
BALANCE DECEMBER 31 2013 486 175225 75067 1129
Net income 14294 Other comprehensive loss net of tax (935) Stock based compensation 782
BALANCE DECEMBER 31 2014 $ $ 486 $ 176007 $ 89361 $ 194
The accompanying notes are an integral part of the consolidated financial statements 6
Total
$ 210059
(30762) (224)
3463)
175610
8173 (4)
(911)
68598 441
251907
14294 (935) 782
$ 266048
STANDARD BANCSHARES INC AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS YEARS ENDED DECEMBER 31 2014 2013 AND 2012
(in thousands)
Cash flows from operating activities Net income (loss) Adjustments
Depreciation and amortization Provision for credit losses Provision for deferred income taxes (Gain) loss from sales of investment securities (Accretion) amortization of (discount) premium on investment securities net Originations of loans held for sale Proceeds from sales of loans held for sale Gains from sales of originated loans held for sale (Gain) loss on sale of other real estate owned (Gain) loss from sale of premises and equipment Write down of other real estate owned Stock based compensation expense Bank owned life insurance income Goodwill impairment Net change in other assets Net change in accrued expenses and other liabilities
Net cash provided by operating activities
Cash flows from investing activities Available-for-sale securities
Proceeds from sale of investment securities Proceeds from maturities of investment securities Purchase of investment securities
Held-to-maturity securities Proceeds from maturities of investment securities Purchase of investment securities
Purchase of Federal Home Loan Bank Stock Redemption of Federal Home Loan Bank stock Net change in loans Purchases of bank premises and equipment Proceeds from sale of bank premises and equipment Proceeds from sale of other real estate owned
Net cash (used in) investing activities
Cash flows from financing activities Net change in deposits Repayment on advances from Federal Home Loan Bank Proceeds from Federal Home Loan Bank advances Repayment of note payable Issuance of common stock net of issuance costs Dividends paid - preferred stock
Net cash provided by financing activities
Net change in cash and cash equivalents Cash and cash equivalents - beginning of year
Cash and cash equivalents - end of year
Supplemental cash flow information Interest paid on deposits and other borrowings Income taxes paid
Supplemental schedule of non-cash investing and financing activities Transfer to foreclosed real estate Transfer to premises held for sale
----change-in-parvalue-on-common-stoc Exchange of preferred stock to common stock
2014
$ 14294
5007 2967 7162
(611) (3)
(101863) 100381
(1928) (426) (491)
1154 782
(1437)
339 (655)
24672
6375 97802
(119885)
312 2430)
(104)
(133338) (1406) 1824 2004
(148846)
74467
15000
89467
(34707) 234183
$ 199476
$ 4031 3736
$ 6035 1462
2013
$ 8173
5239 8751 3425
270 (162764) 162033
(2608) (170)
(1) 2913
441 (1437)
4939 (2284) 26920
35918
214
2521 (126716)
(1777) 2
5135 (84703)
135 (23466)
(16 100) 68598 (6026)
23141
(34642) 268825
$ 234183
$ 10170 274
$ 3912
427-7 63000
The accompanying notes are an integral part of the consolidated financial statements 7
2012
$ (30762)
5624 33384 (6928)
334 (205693) 216624
(3620) 136 (18)
2476
(1469) 23987
3245 4268
41588
99963 (134057)
157
12531 (47883)
(2534) 18
4096 67709)
49431 (8615)
40816
14695 254130
$ 268825
$ 9316 138
$ 12108
STANDARD BANCSHARES INC AND SUBSIDIARIES
NOTES TO CONSOLIDATED FI NANCIAL STATEMENTS (in thousands except share data)
Note 1 - Summary of Significant Accounting Policies
The accompanying financial statements are prepared in accordance with generally accepted accounting principles and conform to general practices within the banking industry A summary of the significant accounting policies follows
Nature of Operations
Standard Bancshares Inc (the Company) is a bank holding company whose principal activity is the ownership and management of its wholly-owned subsidiary Standard Bank and Trust Company (the Bank) The Bank generates commercial mortgage and consumer loans and receives deposits from customers located primarily in the Chicago Metropolitan Northwest Indiana and surrounding areas The Bank operates under a state bank charter and provides full banking services As a state bank the Bank is subject to regulation by the Illinois Department of Financial and Professional Regulation and the Federal Deposit Insurance Corporation The Bank has two whol ly-owned subsidiaries One of those subsidiaries is an insurance agency and the other holds other real estate owned and land acquired for potential future development
Principles of Consolidation
The consolidated financial statements include the accounts of Standard Bancshares I nc the Bank and its wholly-owned subsidiaries after elimination of al l material intercompany transactions and balances
Use of Estimates
To prepare financial statements in conformity with accounting principles generally accepted in the U nited States of America management makes estimates and assumptions based on available information These estimates and assumptions affect the amounts reported in the financial statements and the disclosures provided and actual results could differ The allowance for loan losses valuation of other real estate owned evaluation of other intangible assets for impairment deferred tax assets and fair values of financial instruments are particularly subject to change
Investment Securities
Debt securities are classified as held-to-maturity when the Company has the positive intent and ability to hold the securities to maturity Securities held-to-maturity are carried at amortized cost The amortization of premiums and accretion of discounts are recognized in interest income using methods approximating the interest method over the period to maturity
Debt securities not classified as held-to-maturity are classified as available-for-sale Securities availableshyfor-sale are carried at fair value with unrealized gains and losses reported in other comprehensive income Realized gains (losses) on securities available-for-sale are included in other income (expense) and when applicable are reported as a reclassification adjustment net of tax in other comprehensive income Gains and losses on sales of securities are determined on the specific-identification method
Management evaluates securities for other-than-temporary impairment (OTT) on at least a quarterly basis and more frequently when economic or market conditions warrant such an evaluation For securities in an unrealized loss position management considers the extent and duration of the unrealized loss and the financial condition and near-term prospects of the issuer Management also assesses whether it intends to sell or it is more likely than not that it will be required to sell a security in an unrealized loss position before recovery of its amortized cost basis I f either of the criteria regarding intent or requirement to sell is met the entire difference between amortized cost and fair value is recognized as impairment through earnings For debt securities that do not meet the aforementioned criteria the
8
STAN DARD BANCSHARES I NC AND SU BSI DIARIES
NOTES TO CONSOLI DATED FINANCIAL STATEMENTS (in thousands except share data)
Note 1 - Summary of Significant Accounting Policies (Continued)
Investment Securities (Continued)
amount of impairment is split into two components as follows 1) OTII related to credit loss which must be recognized in the income statement and 2) OTII related to other factors which is recognized in other comprehensive income The credit loss is defined as the difference between the present value of the cash flows expected to be collected and the amortized cost basis For equity securities the entire amount of impairment is recognized through earnings
Loans Held for Sale
Mortgage loans originated and intended for sale in the secondary market are carried at the lower of the aggregate cost or fair value as determined by outstanding commitments from investors
Mortgage loans held for sale are generally sold with servicing rights retained Gains and losses on sales of mortgage loans are based on the difference between the selling price and the carrying value of the related loan
Loans
Loans that management has the intent and ability to hold for the foreseeable future or until maturity or payoff are reported at the principal balance outstanding less origination fees - net of costs and an allowance for loan losses Interest income is accrued on the unpaid principal balance Loan origination fees net of certain direct origination costs are deferred and recognized in interest income over the respective term of the loan using the level-yield method without anticipating prepayments
Interest income on mortgage and commercial loans is generally discontinued at the time the loan is 90 days delinquent unless the loan is well-secured and in the process of collection Consumer loans are typically reviewed for charge-off no later than 120 days past due Past due status is based on the contractual terms of the loans Nonaccrual loans and loans past due 90 days still on accrual include both smaller balance homogeneous loans that are collectively evaluated for impairment and individually classified impaired loans In a l l cases loans are placed on nonaccrual or charged off at an earlier date if collection of principal or interest is considered doubtful
All interest accrued but not collected for loans that are placed on nonaccrual or charged off is reversed against interest income The interest on these loans is accounted for on the cash-basis or cost-recovery method until qualifying for return to accrual Loans are returned to accrual status when a l l the principal and interest amounts contractually due are brought current and future payments are reasonably assured
The Bank grants commercial and residential mortgage commercial and consumer loans to customers A substantial portion of the loan portfolio is represented by loans to commercial businesses generally secured by business assets and real estate throughout the Chicago Metropolitan Northwest Indiana and surrounding areas The ability of the Companys debtors to honor their contracts is dependent on the real estate and general economic conditions in this area
Allowance for Credit Losses
The allowance for credit losses is evaluated on a regular basis by management and is based upon managements periodic review of the collectability of the loans in the light of historical experience the nature and volume of the loan portfolio adverse situations that may affect the borrowers ability to repay estimated value of any underlying collateral and prevailing 0conomic conditions The al lowance for loan losses is a valuation a llowance for probable incurred credit losses increased by the provision for loan
9
STANDARD BANCSHARES INC AND SUBSI DIARIES
NOTES TO CONSOLI DATED FINANCIAL STATEMENTS (in thousands except share data)
Note 1 - Summary of Significant Accounting Policies (Continued)
Allowance for Credit Losses (Continued)
losses and recoveries and decreased by charge-off of loans Management believed the estimated allowance for loan losses to be adequate based on known and inherent risks in the portfolio past loan loss experience information about specific borrower situations estimated collateral values economic conditions and other factors Allocations of the allowance may be made for specific loans but the entire allowance is available for any loan that in managements judgment should be charged-off Loan losses are charged against the al lowance when management believes the uncollectability of the loan balance is confirmed
The allowance consists of specific and general components The specific component relates to loans that are individually classified as impaired The general component covers non-impaired loans and is based on a historical migration analysis adjusted for current qualitative environmental factors The Company maintains a loss migration analysis that tracks loan losses and recoveries based on loan type as well as the loan risk grade assignment for commercial loans During 2013 the Company chose to change its methodology for determining the general component of the reserves Previously the portfolio was segmented into four categories and used a straight line three year loss history The Company now uses a migration analysis system that segments the portfolio into six categories incorporates losses by risk grade and the impact of changes in risk grade The system looks at a charge-off and the risk g rade of that loan during the prior eight quarters and then allocates a portion of the loss to the various risk grades The system incorporates charge-offs during the last four eight quarter segments These historical loss percentages are adjusted (both upwards and downwards) for certain qualitative environmental factors including economic trends credit quality trends concentration risks quality of loan review changes in staff and external factors and other considerations This evaluation is inherently subjective as it requires estimates that are susceptible to significant revision as more information becomes available
A loan is impaired when based on current information and events it is believed to be probable that the Company will be unable to collect all amounts due according to the contractual terms of the Joan agreement Loans for which the terms have been modified with no benefit to the Company received and for which the borrower is experiencing financial difficulties are considered troubled debt restructurings (TDRs) and classified as impaired Factors considered by management in determining impairment include payment status collateral value and the probability of collecting scheduled principal and interest payments when due Loans that experience insignificant payment delays and payment shortfalls generally are not classified as impaired Management determines the significance of payment delays and payment shortfalls on a case-by-case basis taking into consideration all of the circumstances surrounding the loan and the borrower including the length of the delay the reasons for the delay the borrowers prior payment record and the amount of the shortfall in relation to the principal and interest owned The Company evaluates impaired loans individually to determine whether or not interest continues to be accrued
All loans with relationship balances exceeding $250000 and an internal risk grading of 6 or worse are evaluated for impairment Generally al l loans over $250000 and on non-accrual will be considered impaired f a loan is impaired a portion of the allowance is al located so that the Joan is reported net at the present value of estimated future cash flows using the loans existing interest rate or at the fair value of collateral less estimated costs to sell if repayment is expected solely from the collateral Large groups of smaller balance homogeneous loans such as consumer and residential real estate loans are collectively evaluated for impairment and accordingly they are not separately identified for impairment disclosures
10
STANDARD BANCSHARES INC AND SU BSIDIARIES
NOTES TO CONSOLIDATED FI NANCIAL STATEMENTS (in thousands except share data)
Note 1 - Summary of Significant Accounting Policies (Continued)
Allowance for Credit Losses (Continued)
While management uses available information to recognize losses on loans further reductions in the carrying amounts of loans may be necessary based on changes in local economic conditions In addition regulatory agencies as an integral part of their examination process periodically review the estimated losses on loans Such agencies may require the Company to recognize additional losses based on their judgments about information available to them at the time of their examination Because of these factors it is reasonably possible that the estimated losses on loans may change materially in the near term However the amount of the change that is reasonably possible cannot be estimated
Transfers of Financial Assets
Transfers of financial assets are accounted for as sales when control over the assets has been relinquished Control over transferred assets is deemed to be surrendered when the assets have been isolated from the Company the transferee obtains the right (free of conditions that constrain it from taking advantage of that right) to pledge or exchange the transferred assets and the Company does not maintain effective control over the transferred assets through an agreement to repurchase them before their maturity
Bank Premises and Equipment
Land is carried at cost Other premises and equipment are carried at cost net of accumulated depreciation Depreciation is computed using the straight-line method based principally on the estimated useful lives of the assets Maintenance and repairs are expensed as incurred while major additions and improvements are capitalized Gains and losses on dispositions are included in current operations
Premises held for sale are carried at the lower of cost or fair value less costs to sell Fair values are based on third-party appraisals of the properties
Mortgage Servicing Rights
When mortgage loans are sold with servicing retained servicing rights are initially recorded at fair value with the income statement effect recorded as income on the sale of loans Fair value is based on market prices for comparable mortgage servicing contracts when available or alternatively is based on a valuation model that calculates the present value of estimated future net servicing income All classes of servicing assets are subsequently measured using the amortization method which requires servicing rights to be amortized into non-interest income in proportion to and over the period of the estimated future net servicing income of the underlying loans
Servicing rights are evaluated for impairment based upon the fair value estimate of the rights as compared to the carrying amount I mpairment is determined by stratifying rights into groupings based on predominant risk characteristics of the underlying loans Such characteristics include loan type loan size interest rate date of origination and loan term Impairment is recognized through a valuation a llowance to the extent that fair value is less than the carrying amount If the Company later determines that a l l or a portion of the impairment no longer exists for a particular grouping a redudion of the a llowance may be recorded as an increase to income The fair value of servicing rights are subject to significant fluctuation as a result of changes in estimated and actual prepayment speeds and default rates and losses For the years ended December 31 2014 2013 and 2012 mortgage servicing rights were determined not to be impaired
1 1
STANDARD BANCSHARES INC AND SUBSIDIARIES
NOTES TO CONSOLI DATED FINANCIAL STATEMENTS (in thousands except share data)
Note 1 - Summary of Significant Accounting Policies (Continued)
Mortgage Servicing Rights (Continued)
Servicing fee income which is reported on the income statement as secondary mortgage income is recorded for fees earned for servicing loans The fees are based on a contractual percentage of the outstanding principal or a fixed amount per loan and are recorded as income when earned The amortization of mortgage servicing rights is netted against secondary mortgage income Servicing fees totaled $969 $878 and $643 for the years ended December 3 1 2014 2013 and 2012 respectively Late fees and ancillary fees related to loan servicing are not material
Other Real Estate Owned
Real estate properties acquired through or in lieu of loan foreclosures are initially recorded at the fair value less estimated selling cost at the date of foreclosure Any write-downs based on the assets fair value at the date of acquisition are charged to the allowance for credit losses After foreclosure valuations are periodically performed by management and property held for sale is carried at the lower of the new cost basis or fair value less cost to sell Impairment losses on property to be held and used are measured as the amount by which the carrying amount of a property exceeds its fair value Costs of significant property
middotimprovements are capitalized whereas costs relating to holding property are expensed The portion of interest costs relating to development of real estate is capitalized Valuations are periodically performed by management and any subsequent write-downs are recorded as a charge to operations if necessary to reduce the carrying value of a property to the lower of its cost or fair value less cost to sell
Federal Home Loan Bank (FHLB) Stock
The Bank is a member of the FHLB Chicago Members are required to own a certain amount of stock based on the level of borrowings and other factors and may invest additional amounts FHLB stock is carried at cost classified as a restricted security and periodically evaluated for impairment based on ultimate recovery of par value When declared cash and stock dividends are recorded as income
Bank Owned Life Insurance
The Company has purchased life insurance policies on certain key executives and officers Bank owned life insurance is recorded at the amount that can be realized under the insurance contract at the balance sheet date which is the cash surrender value adjusted for other charges or other amounts due that are probable at settlement
Goodwill and Other Intangible Assets
Goodwil l resulting from business combinations prior to January 1 2009 represents the excess of the purchase price over the fair value of the net assets of businesses acquired Goodwill resu lting from business combinations after January 1 2009 is generally determined as the excess of the fair value of the consideration transferred plus the fair value of any non-controlling interests in the acquiree over the fair value of the net assets acquired and liabilities assumed as of the acquisition date Goodwill and intangible assets acquired in a purchase business combination and determined to have an indefinite useful life are not amortized but tested for impairment at least annually or more frequently if events and circumstances exists that indicate that a goodwill impairment test should be performed Goodwill totaling $23 987 was fully written off in 2012 Intangible assets with definite useful lives consist of core deposits acquired and are amortized over their estimated useful life of fifteen years to their estimated residual values
12
STANDARD BANCSHARES INC AND SUBSIDIARIES
NOTES TO CONSOLI DATED FI NANCIAL STATEMENTS (in thousands except share data)
Note 1 - Summary of Significant Accounting Policies (Continued)
Derivatives
ASC Topic 815 requires that every derivative instrument be recorded in the balance sheet as either an asset or liability measured at its fair value The guidance requires that changes in the derivatives fair value be recognized currently in earnings unless specific hedge accounting criteria are met The Company provides customers with interest rate swap transactions and offsets the transactions with interest rate swap transactions with inter-bank dealer counterparties Derivative contracts entered into by the Company are limited to those that are treated as non-designated derivative instruments Changes in the fair value of these derivatives are reported in earnings as non interest income
Mot1gage Banking Activities
Commitments to fund individual mortgage loans (interest rate locks) to be sold into the secondary market are taken out on both a best efforts and mandatory basis Mandatory commitments which are not executed are subject to potential pair off fees which reflect the changes in the market value of these commitments should unfavorable rate changes occur The Bank has had a sufficient best efforts commitment pipeline to satisfy any potential fallout of individual mandatory commitments Any pair off fees incurred are not material
Stock-Based Compensation
Compensation cost is recognized for stock options and awards issued to employees based on the fair value of these awards at the date of grant A B lack-Scholes model is utilized to estimate the fair value of stock options Compensation cost is recognized over the required service period generally defined as the vesting period
Income Taxes
Income taxes are provided for the tax effects of the transactions reported in the financial statements and consist of taxes currently d ue plus deferred taxes related primarily to differences between the basis of the a llowance for credit losses other real estate owned non-accrual interest and State net operating loss carryforwards The deferred tax assets and liabilities represent the future tax return consequences of those differences which will either be taxable or deductible when the assets and liabilities are recovered or settled Deferred tax assets and liabilities are reflected at income tax rates applicable to the period in which the deferred tax assets or liabilities are expected to be realized or settled As changes in tax laws or rates are enacted deferred tax assets and liabilities are adjusted through the provision for income taxes The Company files consolidated income tax returns with its subsidiaries
The Company recognizes a tax position as a benefit only if it is more likely than not that the tax position would be sustained in a tax examination including resolution of related appeals or litigation p rocesses The amount recognized is the largest amount of tax benefit that is greater than 50 likely of being realized on examination For tax positions not meeting the more likely than not test no tax benefit is recorded The Company recognizes interest and penalties related to income tax matters in income tax expense
Comprehensive Income
Comprehensive income consists of net income and other comprehensive income Other comprehensive income includes unrealized gains and losses on securities available for sale which are also recognized as separate components of equity
13
STANDARD BANCSHARES INC AND SUBSI DIARIES
NOTES TO CONSOLI DATED FI NANCIAL STATEMENTS (in thousands except share data)
Note 1 - Summary of Significant Accounting Policies (Continued)
Trust Assets and Fees
Assets held in a fiduciary or agency capacity are not included in the consolidated balance sheets since such items are not assets of the Company_ Income from trust fees is recorded when received This income does not differ materially from trust fees computed on an accrual basis
Cash Flows
The Company considers al l cash and due from banks cash advanced under ATM funding agreements interest-bearing deposits in other banks and federal funds sold to be cash equivalents for the purposes of the statements of cash flows
Reclassification
Certain reclassifications have been made in the prior year financial statements to conform with the current year presentation with no effect on net income or shareholders equity
New Accounting Pronouncements
In January of 2014 the Financial Accounting Standards Board (FASB) issued guidance to clarify when an in substance repossession or foreclosure occurs and an entity is considered to have received physical possession of the residential real estate property such that a loan receivable should be derecognized and the real estate property recognized Additionally the guidance requires interim and annual disclosure of the amount of foreclosed residential real estate property held by the entity and the recorded investment in consumer mortgage loans collateralized by residential real estate property that are in the process of foreclosure according to local requirements of the applicable jurisdiction The guidance is effective for annual and interim periods beginning after December 15 2014 and can be applied retrospectively or prospectively Management does n ot expect the adoption of this guidance will materially impact the Companys financial condition resu lts of operations or liquidrty_
In January 2014 the FASB amended existing guidance to eliminate the effective yield election and to 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 Disclosures for a change in accounting principle are required upon transition The amendment is effective for annual and interim periods beginning after December 15 2014 Adoption of this standard is not expected to have a material effect on the Companys financial condition or results of operations
Subsequent Events
Management reviewed subsequent events for recognition and disclosure through March 13 2015 which is the date the financial statements were available to be issued_
14
STANDARD BANCSHARES INC AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (in thousands except share data)
Note 2 - Cash and Cash Equivalents
The Companys banking subsidiary is required by the Federal Reserve Bank to maintain certain average cash reserve balances The required reserve balance at December 31 2014 and 2013 was $1 7889 and $ 1 7 395 respectively
The nature of the Companys business requires that it maintain amounts due from banks federal funds sold and interest-bearing deposits in other banks which at times may exceed federally insured limits Management monitors these correspondent relationships and the Company has not experienced any losses in such accounts
Note 3 - Investment Securities
Carrying amounts and fair values of investment securities were as follows
December 3 1 2014 December 31 2013 Gross Gross Gross Gross
Amortized Unrealized Unrealized Fair Amortized Unrealized Unrealized Fair Cost Gains Losses Value Cost Gains Losses Value
Held-to-maturity
Mortgage-backed $ 266 $ 18 $ $ 284 $ 378 s 25 $ - $ 403 securlties - residential
States and political subdivisions 2230 2230
Trust preferred security 1 392 (342) 1 050 1384 372) 1012
Total held-to-maturity 3888 18 (342) 3564 1762 25 (372) 1 415
Available-for-sale US g overnment-sponsored 1 46410 72 (1 75) 1 46307 1 24245 186 124431
entities and agencies
Mortgage-backed securities - residential 3436 232 3668 1 1287 916 12203
Equity securtties 4235 184 441 9 2235 735 (16) 2954
Total available-for-sale 154081 488 (175) 154394 137767 1837 (16) 139588
Total investment securities $157969 $506 $(517) S157958 $1 39529 $1862 $ (388) $141 003
15
STANDARD BANCSHARES INC AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (in thousands except share data)
Note 3 - Investment Securities (Continued)
The amortized cost and fair value of debt securities at December 31 2014 by contractual maturity are shown below Maturities may differ from contractual maturttie in mortgage-backed securities -residential because the mortgages underlying the securities may be called or repaid without any penalties Equity securities have no maturity therefore these securities are not included in the maturity categories in the following summary
Amounts maturing in
One year or less After one year through five years After five years through ten years Over ten years Mortgage-backed securities - residential Equity securities
Total
Securities Held-to-maturity
Amortized Fair Cost Value
$2155 $2155 75 75
1392 1050 266 284
3 888 3 564
Securities Avaiiable-for-sale
Amortized Fair Cost Value
$ 33447 $ 33486 112963 112821
3436 3668 4 235 4 419
154 081 154 394
Equity securities include $4027 of Community Reinvestment Act (CRA) eligible mutual funds and $392 in Fannie Mae and Freddie Mac preferred stock
The proceeds from sales of securities available-for-sale and the associated gains and losses are listed below for the year ended 2014
Proceeds
Gross gains Gross losses
There were no sales of securities in 2013 or 2012
$6375
611
Investment securities with a carrying value of $115645 and $135656 at December 31 2014 and 2013 respectively were pledged to secure public deposits short-term borrowings and for other purposes required or permitted by law
Information pertaining to securities with gross unrealized losses at December 31 2014 and 2013 aggregated by investment category and length of time that individual securities have been in a continuous loss position follows
16
STANDARD BANCSHARES INC AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (in thousands except share data)
Note 3 - Investment Securities (Continued)
Less Than 1 2 Months
December 31 201 4
Held-to-maturity Trust preferred security
Available-for-sale US government-sponsored
entities and agencies
Fair Value
$
$76908
Gross Unrealized
Losses
$
$(1 75)
1 2 Months or Greater
Fair Value
$ 1 050
$
Gross Unrealized
Losses Fair Value
$(342) $ 1 050
$ $76908
Total Gross
Unrealized Losses
$ (342)
$ (1 75)
Less Than 1 2 Months 1 2 Months or Greater Total Gross Gross Grnss
Fair Unrealized Unrealized Unrealized December 31 2013 Value Losses Fair Value Losses Fair Value Losses
Held-to-maturity Trust preferred security $ $ $ 1 012 $(372) $ 1 0 1 2 $ (372)
Available-for-sale Equity securities $1 984 $ (1 6) $ $ $ 1 984 $ (1 6)
Management evaluates securities for other-than-temporary impairment at least on a quarterly basis and more frequently when economic or market concerns warrant such evaluation Consideration is given to (1) the length of time and the extent to which the fair value has been less than cost (2) the financial condition and near-term prospects of the issuer and (3) the intent and ability of the Company to retain its investment in the issuer for a period of time sufficient to allow for any anticipated recovery in fair value
The Company had seventeen securities in a loss position at December 31 2014 One security is a trust preferred security with an amortized cost of $1 392 and an unrealized loss of $342 The other sixteen securities are government sponsored entity and agency securities with an amortized cost of $77083 and an unrealized loss of $175
The unrealized loss on the trust preferred security and government-sponsored entities and agencies were related to changes in interest rates and illiquidity in the financial services industry Management has evaluated the prospects of the issuer in relation to the severity and duration of the impairment Based on that evaluation and managements ability and intent to hold those investments for a reasonable period of time sufficient for a forecasted recovery of fair value management does not consider those investments to be other-than-temporarily impaired at December 31 201 4
17
STANDARD BANCSHARES INC AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (in thousands except share data)
Note 4 - Loans
Major Classifications of loans are as follows
Construction and land development Commercial Commercial real estate non-owner occupied Commercial real estate owner occupied Residential real estate Consumer
Total
Origination fees - net of costs Allowance for credit losses
Loans net
201 4 $ 110343
449341 427043 569269 1 18612
97066
1 771 674
( 1 023) (26320)
$1744331
2013 $ 140294
324898 4 1 9775 550900 1 1 7 343 1 08664
166 1 874
(984) (40895)
$161 9995
Construction loans are generally based upon estimates of the cost and value associated with the construction of the property Construction loans often involve the disbursement of substantial funds with repayment primarily dependent upon the success of the completed project Sources of repayment for these types of loans may be permanent loans from long-term lenders or sales of developed property Generally these loans have a higher risk profile than other real estate loans due to their repayment being sensitive to real estate values interest rate changes governmental regulations of real property demand and supply of similar projects the availability of long term financing and changes in general economic condition
Commercial loans are primarily lines of credit and equipment loans that are secured by accounts receivable inventory fixed assets and sometimes with real estate These loans are repaid through the operating cash flow of the company The increase in commercial loans was due to generally improved business activity resulting from the stabilizing economy and our focus on generating growth in this category of lending in order to better diversify our commercial portfolio Commercial loans are underwritten after evaluating and understanding the borrowers ability to operate its business
Underwriting standards are designed to ensure repayment of loans and mitigate loss exposure As part of the underwriting process the Company examines current cash flows to determine the ability of the borrower to repay its obligations as agreed Commercial loans are primarily made based on the identified cash f lows of the borrowers and secondarily on the underlying collateral provided by the borrower
Commercial real estrite locins consisted primarily of loans to business owners and developersinvestors in owner and non-owner occupied commercial properties The Company classifies the properties into owner-occupied which represents loans where more than 50 of the rental income is from the owner of the property or a related company and non-owner occupied represents loans where less than 50 of the rental income is from the owner of the property Non-owner occupied can include 5-unit or more apartment buildings retail office buildings hotels warehouse and industrial properties Repayment will come from the rental income paid by the tenants or owner Commercial real estate loans are subject to underwriting standards and processes similar to commercial loans in addition to those standards and processes specific to real estate Commercial real estate lending typically involves higher loan principal amounts and the repayment of the loans is largely dependent upon the successful operation of the property securing the loan or the business conducted on the property securing the loan Commercial real estate loans may be more adversely affected by conditions in the real estate market or in the general economy The properties securing the Companys commercial real estate portfolio are diverse in terms
1 8
STANDARD BANCSHARES INC AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (in thousands except share data)
Note 4 - Loans (Continued)
of type and geographic location within our market area Management monitors and evaluates real estate loans based on cash flow collateral location and risk grade criteria
The residential real estate portfolio consists of 1-4 family first lien loans secured by the borrowers home and are generally within our market area Any loans outside our market area are to customers with homes or businesses in our market areas
The consumer loans consist of loans to individuals for consumer purposes home equity loans home equity lines of credit and second mortgages Consumer loans are centrally underwritten utilizing various loan policy guidelines that take into consideration the borrowers ability to repay and the collateral offered
At December 31 2014 and 2013 certain officers directors and companies in which they have beneficial ownership were indebted to the Bank in the aggregate amount of $32267 and $36457 respectively During 2014 no new loans were made to such related parties and net repayments on existing loans amounted to $4 1 90 During 2013 new loans made to such related parties amounted to $389 and net repayments on existing loans amounted to $2082
19
STANDARD BANCSHARES INC AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (in thousands except share data)
Note 4 - Loans (Continued)
All owance fo r Credit L osses
Following is a summary of the activity in the allowance for credit losses
Commercial Commercial Real Estate Real Estate Non-owner Owner Residential
December 31 2014 Construction Commercial Occu12ied Occu12ied Real Estate Consumer Total
Allowance for loan losses
Beginning balance $ 16575 $ 2072 $ 3390 $ 1 2255 $ 3545 $ 3057 $ 40895
Provision for credit losses (1 945) 1981 5370 (3859) 193 1 228 2967
Loans charged-off (1 1 039) ( 1 717) (4247) (2632) (475) (994) (211 04)
Recoveries 2 833 _llsect 200 __sectQ __fil1_ 3 562
Total ending allowance balance $_JJA23 L2A28 $_A79j_ $ 5 955 $ 3 323 $ 26 320
Commercial Commercial Real Estate Real Estate Non-owner Owner Residential
December 31 2013 Construction Commercial Occu12ied 0CCUQied Real Estate Consumer Total
Allowance for loan losses
Beginning balance $17755 $ 4168 $ 1 3052 $ 18109 $ 3317 $ 2805 $ 59206
Provision for credit losses 6401 (724) (839) 2310 742 861 8751
Loans charged-off (7635) (1472) (1 0720) (8237) (515) (659) (29238)
Recoveries _M __jQQ ---1sectfil 74 __ 1 -2Q --2J1sect Total ending allowance balance $16 57S $2J)72 $ 3 390 $ 12 256 L351s UD57 $ 40 895
Commercial Commercial Real Estate Real Estate Non-owner Owner Residential
December 31 2012 Construction Commercial Occu12ied 0CCUQied Real Estate Consumer Total
Allowance for loan losses
Beginning balance $13016 $ 3214 $ 5275 $ 11620 $ 1975 $ 1860 $ 36960
Provision for credit losses 791 6 4614 8620 6815 3149 2270 33384
Loans charged-off (6354) (3937) (917) (401) (1841) (1362) (14812)
Recoveries ---11lZ _____fl_ 74 75 ___M ___E 3 674
Total ending allowance balance $1L155 $A1fill iil3 052 gt rn ms $ 3 3JZ $ 2 605 $ 59 206
20
STANDARD BANCSHARES INC AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (in thousands except share data)
Note 4 - Loans (Continued)
The following tables present the balance of the allowance for loan losses and the recorded investment in loans by portfolio segment and based on impairment method
December 31 201 4
Allowance for Joan losses
Ending balance individually evaluated for impainnent
Ending balance collectively evaluated for impainnent
Total ending allowance
Loans Ending balance individually evaluated
for impainnent Ending balance collectively evaluated
for impainnent
Total ending loan balances
Oecember 31 2013
Allowance for loan losses
Ending balance individually evaluated for impainnent
Ending balance collectively evaluated for impainnent
Total ending allowance
Loans Ending balance individually evaluated
for impainnent Ending balance collectively evaluated
for impainnent
Total ending Joan balances
Construction
s 5136
1 287
_$ 6 423
$ 20252
90 091
$jj0 343
Construction
$ 14662
1 913
_$ J6 szs
$ 35249
1 05 045
S140 29plusmn
Commercial
$ 601
1 827
_$ 2 428
$ 871
448470
$449 34j
Commercial
$ 461
1 6 1 1
$ 2 OZ2
$ 2294
322604
$32plusmn 888
2 1
Commercial Real Estate Non-owner Occupied
$ 1 373
3 41 8
$ 4Z9J
$ 1 5345
411 698
$427 043
Commercial Real Estate Non-owner Occupied
$ 1 865
1 525
$ 3 390
$ 1 5176
404 599
$4J9 ZZ5
Commercial Real Estate
Owner Occupied
$ 5 1 6
5 449
_$ 5 965
$ 6706
562563
$569 269
Commercial Real Estate
Owner Occupied
$ 3331
8 925
$ j2 256
$ 1 7201
533699
$550 900
Residential Real Estate
$ 1 665
1 658
$ 3 323
$ 5795
1 1 2817
$118 612
Residential Real Estate
$ 1 496
2 049
$ 3 545
$ 3799
1 1 3 544
S1H 343
Consumer Total
s 2 160 s 1 1 451
1 230 14 869
_$ 3 GO $ 76320
s 4377 $ 53346
92689 1 71 8328
_$ 97 066 $j Vj 674
Consumer Total
s 1 334 $ 23149
1 723 17 746
$ 3 057 $ 40 895
$ 3592 $ 77311
1 0 5072 1 584 563
S10B 664 S1 661 8Z4
STANDARD BANCSHARES INC AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (in thousands except share data)
Note 4 - Loans (Continued)
The following tables present loans individually evaluated for impairment by class of loans
Unpaid Allowance for Average Principal Recorded Loan Losses Recorded
December 31 2014 Balance Investment Allocated Investment
Wrth no related allowance recorded Construction $1 4349 $ 2200 $ $ 2824
Commercial 1 866 266 623
Commercial real estate non-owner occupied 12128 1 0392 1 1 282
Commercial real estate owner occupied 1 0541 3771 3617
Residential real estate 999 999 1 1 58
Consumer 2 557 ____1MQ --- -----1m Subtotal $42440 $1 91 87 _$ __
- $20780
With an allowance recorded
Construction $24344 $1 8052 $5 136 $27023
Commercial 605 605 601 1 498
Commercial real estate non-owner occupied 7149 4953 1 373 4132
Commercial real estate owner occupied 3163 2935 5 1 6 8607
Residential real estate 4796 4796 1 665 3736
Consumer _____bill_ _____bill_ ____lJ_sectQ 2 997
Subtotal $42875 $34159 $1 1 451 $47993
Construction $38693 $20252 $5136 $29847
Commercial 2471 871 601 2121
Commercial real estate non-owner occupied 1 9277 1 5345 1 373 1 5414
Commercial real estate owner occupied 1 3704 6706 5 1 6 1 2224
Residential real estate 5795 5795 1 665 4894
Consumer 5 375 4 377 ____lJ_sectQ 4 273
Total $1U51 S6JUL1
22
Interest Income
Recognized
$ 460
69
361 2 1 9
5 1
___g $ 11 92
$ 325 1 1
72
1 1 5
1 20
$ 676
$ 785
80
433
334
1 71
-----2i $1 868
STANDARD BANCSHARES INC AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (in thousands except share data)
Note 4 - Loans (Continued)
Unpaid Allowance for Average Interest
Principal Recorded Loan Losses Recorded Income December 31 201 3 Balance Investment Allocated Investment Recognized
With no related allowance recorded Construction $ 3440 $ 2790 $ $ 6783 $ 1 5
Commercial 1 761 1 761 1 828 76
Commercial real estate non-owner occupied 9051 9051 1 0068 410
Commercial real estate owner occupied 3664 341 3 1 368 84
Residential real estate 1 284 1 284 1 254 26
Consumer 1 477 ------1Jn --- ____1dQsect_ ___2Q Subtotal $20677 $1 9426 L____ $22809 LJill
With an allowance recorded
Construction $41 71 0 $32459 $1 4662 $32 188 $ 671
Commercial 533 533 461 499 6
Commercial real estate non-owner occupied 6125 6125 1 865 1 1 128 45
Commercial real estate owner occupied 20172 1 3788 3331 1451 6 318
Residential real estate 25 1 5 251 5 1 496 2170 1 01
Consumer 2 465 2 465 Subtotal $73520 $57885 $23149 $62354 llill
Construction $45150 $35249 $14662 $38971 $ 686 Commercial 2294 2294 461 2327 82
Commercial real estate non-owner occupied 1 5176 1 5176 1 865 21 1 96 455
Commercial real estate owner occupied 23836 17201 3331 15884 402
Residential real estate 3799 3799 1 496 3424 1 27
Consumer 3 942 3592 3 361 ___sectpound Total $M1_9Z $77 311 $23 149 $ll_5_1fill $1 814
23
STANDARD BANCSHARES INC AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (in thousands except share data)
Note 4 - Loans (Continued)
Unpaid Allowance for Average Interest
Principal Recorded Loan Losses Recorded Income December 31 2012 Balance I nvestment Allocated I nvestment Recognized
With no related allowance recorded Construction $ 2712 $ 1 819 $ $ 3600 $ 346
Commercial 1 763 1 410 1 931 7
Commercial real estate non-owner occupied 1 448 1 448 2451 1 5
Commercial real estate owner occupied 2238 2238 9805 60
Residential real estate
Consumer ---1Jlllli - ---1Jm --- ---
Subtotal $1 0056 $ 741 3 L___ $1 9690
With an allowance recorded Construction $43737 $ 39645 $12359 $45048 $ 455
Commercial 270 270 271 276
Commercial real estate non-owner occupied 27925 27489 1 1 777 20670 709
Commercial real estate owner occupied 4584 4584 1 782 4252 88
Residential real estate 3824 1 622 802 3842 88
Consumer 2885 ____LlQsect ______lQg Subtotal $83225 $ 7481 6 $27300 $76986 $ 1 373
Construction $46449 $41 464 $1 2359 $48648 $ 801 Commercial 2033 1 680 271 2207 7
Commercial real estate non-owner occupied 29373 28937 1 1 777 23121 724
Commercial real estate owner occupied 6822 6822 1 782 14057 148
Residential real estate 3824 1 622 802 3842 88
Consumer 4 780 1 704 ______lQg _isectQ1 ___TI Total Sfil281 $R222_9_
Interest income recognized includes interest accrued and collected on the outstanding balances of accruing impaired loans as well as interest cash collections on non-accruing loans and impaired loans for which the ultimate collectability of principal is not certain
24
STANDARD BANCSHARES INC AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (in thousands except share data)
Note 4 - Loans (Continued)
The following is an analysis of the age of the recorded investment in past due and nonaccrual Joans
December 31 2014
Construction
Commercial Commercial real estate
non-owner occupied Commercial real estate
owner occupied Residential real estate
Consumer
Total
December 31 201 3
Construction
Commercial Commercial real estate
non-owner occupied Commercial real estate
owner occupied
Residential real estate
Consumer
Total
Credit Qu ality Indicators
30-59 days
$ 398
714
122 726
1 457
30-59 days
$
1 89
41
61
907
_____sectQl_ $2 061
90 days or more past
due and 60-89 days accruing
$ 72 $
1 53
290 533
1 1 5 944 1 5
_filsect ___fil_ S2115 $_Z1fi
90 days or more past due and
60-89 days occruing
$ 672 $
66
770
395 1 9
886 248
-11sect _____sect $2 907 $_3j_Q
Total Past Current Non-accrual Due Loans Total
$20252 $20722 $ 89621 $ 1 1 0343
871 1 738 447603 449341
7291 81 1 4 41 8929 427043
26 1 2 2849 566420 569269 6424 8109 1 1 0503 1 1 861 2
4 039 6235 90 831 97 066
$41 489_ $1 723 907 $1 V1 674
Total Past Current Non-accrual Due Loans Total
$1 7361 $18033 $ 1 22261 $ 1 40294
479 734 324164 324898
6230 7041 412734 41 9775
131 08 13583 537317 550900
551 8 7559 1 09784 1 1 7343
4 1 76 5200 1 03 464 1 08 664
$52 150 $1 609 724 $1 661 874
The Company categorized its non-homogenous Joans into risk categories based on relevant information about the ability of borrowers to service the debt such as among other factor$ current financial information historical payment experience credit documentation public information and current economic trends The Company analyzes loans individually by classifying the Joan as to credit risk This analysis is done annually on a Joan by loan basis The Company uses the following definitions for classified risk ratings
Pass Loans classified as Pass are considered to be performing Joans that have adequate cash flow andor collateral based upon our underwriting process
Special Mention Loans classified as special mention have a potential weakness that deserves managements close attention If left uncorrected these potential weaknesses may result in deterioration of the repayment prospects for the Joan or of the institutions credit position at some future date
25
STANDARD BANCSHARES INC AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (in thousands except share data)
Note 4 - Loans (Continued)
Substandard Loans designated as substandard are inadeq uately protected by the current net worth and paying capacity of the obligor or the collateral pledged if any Loans have a wellshydefined weakness or weaknesses that jeopardize the liquidation of the debt They are characterized by the distinct possibility that the Bank will sustain some loss if the deficiencies are not corrected
Performing Not Rated Loans classified as Performing Not Rated are considered to be performing loans at the time of u nderwriting but historically ones in which we do not obtain updated financial information after the loans are originated These are generally consumer loans first mortgage home loans and home equity loans
Loans not meeting the criteria above are analyzed individually as part of the above described process and are considered to be unclassified loans Based on the most recent analysis perfornied the loan risk classifications are as follows
Special Performing December 31 2014 Pass Mention Substandard Not Rated Total
Construction $ 80127 $ 7719 $ 21249 $ 1 248 $ 1 1 0343
Commercial 442867 4915 1 559 449341
Commercial real estate non-owner occupied 399762 1 8880 8401 427043
Commercial real estate owner occupied 531 31 5 27295 1 0659 569269
Residential real estate 29747 1 1 9 8250 80496 1 1 8612
Consumer 8 91 0 312 5 939 81 905 97 066
Total $1 192 728 $ 59240 $ 56 057 SJ63 649 S1 ZZJ 6H
Special Performing December31 2013 Pass Mention S ubstandard Not Rated Total
Construction $ 90330 $ 9396 $ 37394 $ 3174 $ 1 40294
Commercial 309074 1 0445 4489 890 324898
Commercial real estate non-owner occupied 400738 10570 8467 419775
Commercial real estate owner occupied 502095 1 0840 37965 550900
Residential real estate 3567pound 1 09 7881 73677 1 17 343
Consumer 9 099 -----1fill 7 828 89 826 1 08664
Total SJ 47 OJ2 M32Z1 $104 021 S167 567 $1 661 871
The Bank considers the performance of the loan portfolio and its impact on the allowance for loan losses For residential and consumer loan classes the Bank evaluates credit q uality based on the payment and aging status of the loan Payment status is reviewed on a q uarterly basis with respect to determining adequacy of the allowance for Joan losses
26
STAN DARD BANCSHARES INC AND SUBSI DIARIES
NOTES TO CONSOLI DATED FI NANCIAL STATEMENTS (in thousands except share data)
Note 4 - Loans (Continued)
Tro ubled Debt Restructurings (TOR)
Loans classified as TD Rs totaled $1 8541 as of December 31 201 4 of which $1 5665 were performing and $2876 were on non-accrual loans classified as TDRs totaled $1 8095 as of December 31 201 3 of which $1 6596 were performing and $1 499 were on non-accrual
The Bank has allocated $1 797 and $ 1 3 1 4 in specific reserves to customers whose loan terms have been modified in troubled debt restructurings as of December 31 201 4 and 201 3 The Bank has committed to lend additional amounts of $45 and $26 as of December 31 201 4 and 201 3 to customers with outstanding loans that are considered to be troubled debt restructurings These loans involved the restructuring of terms to allow customers to mitigate the risk of foreclosure or default by meeting a lower loan payment requirement based upon their current cash flow These may also include loans that renewed at existing contractual rates but below market rates for comparable credit For commercial loans these m odifications typically include a lowering of the interest rate on the loan In some cases the modification will include separating the note into two notes with the first note structured to be supported by current cash flows and collateral and the second note made for the remaining unsecured debt The second note is charged off immediately and collected only after the first note is paid in full This modification type is commonly referred to as an A-B note structure For consumer mortgage loans the restructuring typically includes a lowering of the interest rate to provide payment and cash flow relief For each restructuring a comprehensive credit underwriting analysis of the borrowers financial condition and prospects of repayment under the revised terms is performed to assess whether the structure can be successful and that cash flows will be sufficient to support the restructured debt Anmiddot analysis is also performed to determine whether U1e restructured loan should be on accrual status Generally if the loan is on accrual at the time of restructure it will remain on accrual after the restructuring In some cases a nonaccrual loan may be placed on accrual at restructuring if the loans actual payment h istory demonstrates it would have cash flowed under the restructured terms After six consecutive payments under the restructured terms a nonaccrual restructured loan is reviewed for possible upgrade to accruing status
As with other impaired loans an al lowance for loan loss is estimated for each TOR based on the most likely source of repayment for each loan For impaired loans secured by real estate that are collateral dependent the allowance is computed based on the fair value of the underlying collateral For impaired loans where repayment is expected from cash flows from business operations the allowance is computed based on a discounted cash flow computation
27
STANDARD BANCSHARES INC AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (in thousands except share data)
Note 4 - Loans (Continued)
Troub led Debt Restructurings (TOR) (Continued)
The following table presents loans by c lass modified as troubled debt restructurings that occurred during the years ended December 31 2014 and 2013
Pre- Post-modification modification
Number outstanding outstanding 2014 of loans recorded recorded
investment investment Construction 1 $ 706 $ 813 Commercial real estate owner occupied 2 483 564 Residential real estate 3 1206 1 206 Consumer 5 563 563
Total 11 $2958 $3146
2013 Commercial real estate non-owner occupied 3 $14371 $ 8 670 Commercial real estate owner occupied 3 3505 3581 Commercial 2 1758 1804 Residential real estate 1 403 403
Total 9 $20037 $1 4458
The troubled debt restructurings modified in 2014 and 2013 described above increased the allowance for credft losses by $784 and $317 and did not result in any post-modification charge offs during the years ended December 31 2014 and 2013 respectively
28
STAN DARD BANCSHARES I NC AND SUBSIDIARI ES
NOTES TO CONSOLI DATED FI NANCIAL STATEMENTS (in thousands except share data)
Note 4 - Loans (Continued)
Tro uble d Debt R estructurings TOR ) (Continued)
The following table presents troubled debt restructurings by class and type of modification that occurred during the years ended December 31 2014 and 2013
AB Note Rate Restructure Reduction
2014 Construction $ $ -
Commercial real estate owner occupied 48
Residential Real Estate Consumer 218
Total $ $266
AIB Note Rate Restructure Reduction
2013 Commercial real estate non-
owner occupied $13901 $ 470 Commercial real estate
owner occupied 3073 Commercial 1758 Residential Real Estate 403
Total $13901 $5704
29
Rate Reduction
To Pay amp Advance Taxes of Funds
$ $ 706
435
$435 $ 706
Rate Reduction
To Pay amp Advance Taxes of Funds
$ $
432
$432 $
I nterest Only
Period
$
1206 345
$1551
I nterest Only
Period
$
$
Total
$706
483 1206
563 $2958
Total
$14371
3505 1758
403 $20037
STANDARD BANCSHARES I NC AND SUBSI DIARIES
NOTES TO CONSOLI DATED FINANCIAL STATEMENTS (in thousands except share data)
Note 4 - Loans (Continued)
Troubled Deb t Restru cturings (TOR) (Continued)
The following table presents loans by class modified as troubled debt restructurings for which there was a payment default within twelve months fol lowing the modification during the year ended December 3 1 2014 There were no payment defaults within twelve months following the modification during the year ended December 31 201 3
2014 Commercial
N umber of loans
1
Recorded Investment
$1 600
The troubled debt restructurings that subsequently defaulted in 2014 described above increased the allowance for credit losses by $233 during the year ended December 31 2014 In 2013 there were no troubled debt restructurings for which there was a payment default within twelve months following the modification The troubled debt restructurings resulted in $1600 of charge offs during the year ended December 31 201 4 The troubled debt restructurings did not result in any charge offs during the year ended 2013
Note 5 - Mortgage Servicing Rights
Following is a summary of the activity for mortgage servicing rights
Beginning balance Costs capitalized Accumulated amortization
Ending balance
2014 $ 2726
544 (835)
$ 2 435
2013 $ 2169
1 339 (782)
$ 2 726
2012 $ 1525
1434 (790)
$ 2 169
The aggregate fair value of mortgage servicing rights is based on fundamental analysis and the present value of expected future cash inflows In estimating fair value assumptions have been made regarding prepayment default and interest rates Mortgage servicing rights do not trade in an active market with readily observable prices The Company uses an independent third party to determine the fair value of mortgage servicing rights by estimating the fair value of the future cash flows associated with the mortgage loans being serviced Key economic assumptions used in measuring the fair value of mortgage servicing rights include but are not limited to prepayment speeds discount rates delinquencies and costs to service
A fair market estimate was completed by an independent third party in November 201 4 to determine the amount at which the asset could be exchanged in a current transaction between willing parties other than in a forced liquidation or sale Fair value was estimated based in part on the discounted future cash flows estimated to be received The evaluation used a discount rate for each pool of loan servicing rights which is intended to represent the estimated market yield and estimated cash flow for each pool of servicing rights by utilizing an assumed prepayment speed based on the characteristics of each pool No assurance can be given that the actual prepayments will conform to the prepayment speeds assumed The calculated fair value was compared to market values where possible to ascertain the reasonableness of the valuation in relation to the current market expectations
Mortgage servicing rights outstanding Estimated fair value as a percentage of loans serviced Principal value of loans serviced Estimated fair value of servicing rights outstanding
30
201 4 $ 2435
083 $394217 $ 3272
201 3 $ 2726
083 $382221 $ 3 1 72
STANDARD BANCSHARES INC AND SUBSIDIARIES
NOTES TO CONSOLI DATED FINANCIAL STATEMENTS (in thousands except share data)
Note 6 - Premises and Equipment
Major classifications of these assets are summarized as follows
Land Bank premises Furniture and equipment
Accumulated depreciation Premises and equipment - net
2014 $ 21 699
58 179 31 388
1 1 1 266 (50352)
$ 609 14
201 3 $ 2361 0
69 1 33 44467
1 3721 0 (71 428)
$ 65782
Depreciation expense amounted to $3479 $3668 and $3949 in 2014 201 3 and 2012 respectively_
The Company sold land buildings and vehicles for total proceeds of $1 824 $2 and $1 8 resulting in gross gains on sales of $49 1 $1 and $ 1 8 in the years ending December 3 1 2014 201 3 and 201 2 respectively
In December 2014 the Company signed a definitive agreement to enter into a sale-leaseback of land and buildings for two of its locations The Company designated $ 1 462 of premises as held for sale No write-down was taken at the time of transfer as the assets were anticipated to be sold at a gain In February 2015 the Company closed on a transaction a portion of the gain on sale was recognized in non-interest income The remaining gain was deferred and will be amortized into non-interest income over the lease term
Note 7 - Other Real Estate Owned
Activity in other real estate owned is summarized as followsmiddot
Beginning balance Acquired through or in lieu of foreclosure Proceeds from sales Gain (loss) on sales Write down on other real estate owned
Ending Balance
2014 $ 1 2 930
6 035 (2004)
426 ( 1 1 54)
$1 6233
2013 $1 6896
3 912 (51 35)
170 (2913)
$1 2930
201 2 $ 1 1 496
1 2 1 08 (4096)
(1 36) (2476)
$ 1 6 896
Operating expenses associated with other real estate owned net of write-downs on other real estate owned were $498 $1 96 and $976 in 2014 201 3 and 201 2 respectively
Note 8 - Intangibles
Core deposits Accumulated amortization Core deposits net
2014 2013
$ 8946 (7798)
$ 1 148
$ 8946 (7 1 05)
$ 1 841
Amortization expense amounted to $693 $789 and $885 in 2014 2013 and 20 12 respectively Core deposit intangibles are amortized over an estimated life of fifteen years
middot----- l n-201-2-the-Gompany-reGorded-a-ful l-write-down-of-$239g7-of-goodwill-as-it-was-determined-t0-be--shy
impaired_
3 1
STAN DARD BANCSHARES INC AND SUBSI DIARIES
NOTES TO CONSOLI DATED FI NANCIAL STATEMENTS (in thousands except share data)
Note 9 - Bank Owned Life Insurance
The Bank acquired life insurance policies through prior bank acquisitions and by direct purchase At December 3 1 2014 and 2013 the cash surrender value of these policies was $48470 and $47033 respectively No additional l ife insurance was purchased during 2014 or 2013
Note 10 - Deposits
Deposits at December 3 1 2014 and 2013 by major category are as follows
Demand deposits Non-interest-bearing Interest-bearing
Total demand deposits Savings deposits Time deposits Brokered deposits
Total deposits
2014
$ 612646 492 799
1 1 05445 374142 405857 1 08 1 28
$1 993 572
201 3
$ 536325 525 145
1 061 470 36341 8 427815
66 402
$1 91 9 1 05
The aggregate amount of deposits reclassified as loans (overdrafts) amounted to $2548 and $2781 at December 3 1 2014 and 201 3 respectively
Time deposits that met or exceed the FDIC insurance limit of $250 at year-end 201 4 and 2013 were $1 1 0 1 77 and $92681 respectively
At December 3 1 2014 scheduled maturities of certificates of deposit including brokered deposits are as follows
201 5 2016 2017 201 8 201 9 2020 and thereafter
$408455 65585 1 9838
9830 1 0277
$513 985
Deposits from related parties totaled $33614 and $32595 at December 31 2014 and 201 3 respectively
32
STANDARD BANCSHARES INC AND SU BSI DIARIES
NOTES TO CONSOLI DATED FINANCIAL STATEMENTS (in thousands except share data)
Note 1 1 - Advances from Federal Home Loan Bank
There were no outstanding advances with the Federal Home Loan Bank at December 3 1 201 3 The indebtedness to the Federal Home Loan Bank at December 3 1 2014 was $1 5000 consisting of the following fixed rate advances
Due Date
June 27 201 6 June 27 201 6
Total advances
I nterest Rate
057 057
2014
$1 3000 2 000
$1 5 000
Al l advances and letters of credit from the Federal Home Loan Bank (FHLB) were secured by a g eneral lien on qualifying commercial real estate residential mortgages and home equity loans of the Bank Each advance is payable at its maturity date with a prepayment penalty for fixed rate advances Letters of credit outstanding from the FHLB totaled $3872 and $41 946 at year-end 2014 and 201 3 respectively The advances and letters of credit were collateralized by $679990 of commercial real estate and mortgage loans in 2014 and $203845 of mortgage loans under a blanket lien arrangement at year-end 2013 Based on this collateral and the Companys holdings of FHLB stock the Company was eligible to borrow up to a total of $26951 3 at year-end 2014
Note 1 2 - Other I ncome
Other income consists of the following
Gain (loss) on sale of other real estate owned Gain on sale of premises and equipment Debit cardATM fees Trust feesBrokerage Fees Loan fees and commissions Cash management Bank Owned Life Insurance income Miscellaneous income
Total other income
33
2014
$ 426 491
28 1 8 2533
658 2641 1 437
921
lll 1 925
201 3 201 2
$ 1 70 $ ( 1 36) 1 1 8
2935 2829 2364 1 927
680 932 2286 2020 1 437 1 469 1 267 886
ll1 1 1 40 ll 9 945
STANDARD BANCSHARES INC AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (in thousands except share data)
Note 1 3 - Employee Benefit Plans
Profit Sharing
The Companys bank subsidiary maintains a defined contribution 401 (k) Plan Under terms of the Plan employees meeting age and service requirements may elect to have their compensation reduced and have that amount contributed to the Plan as a salary deferral contribution The Bank at its discretion may make a matching contribution to the Plan equal to a u niform percentage of the salary deferral contributions Apart from any matching contribution the Bank may also make a separate discretionary contribution to the Plan The final liability for matching contributions if any is determined after yearshyend requiring the Bank to estimate its discretionary contribution expense at year end Contribution expense recorded by the Bank amounted to approximately $ 1 1 79 $1 254 and $ 1 685 for 2014 201 3 and 201 2 respectively
Non-Qualified Plan
The Bank maintains a non-qualified deferred compensation plan for a select group of management and employees as determined by the Board of Directors Annual awards if any are based o n preshyestablished performance criteria which are communicated to eligible employees Benefits under the Plan vest after a five year period The liability under the Plan was $403 and $503 as of December 3 1 2014 and 201 3 respectively There was n o expense recorded in 2014 2013 o r 2012
Non qualified Sto ck Option Plan
Pursuant to the Capital Raise Investment Agreements on February 1 2 20 1 3 the Board of Directors of the Company adopted the Standard Bancshares Inc Stock Option Incentive Plan to be effective immediately after the Closing of the capital raise (please refer to Note 21 ) Pursuant to the Stock Option Incentive Plan the Compensation Committee of the Board of Directors of the Company is authorized to grant Incentive Stock Option awards Nonqualified Stock Option awards or a combination thereof to certain officers directors consultants or employees of the Company or any of its Subsidiaries or Affiliates aggregating up to 5402524 shares of the Companys common stock
The option price per share of stock purchasable under a stock option shall not be less than 1 00 of the fair market value of the common stock on the day of the grant Stock option vesting is based o n two components 1 ) a time vested option that vests over four years one fourth on each of the first four anniversaries from the option grant date and 2) a performance vested option that vests if there is an exit event resulting in the investor actually realizing an internal rate of return (RR) greater than or equal to 1 2 based on their original investment of $465 per share on February 22 201 3 Vesting is subject to acceleration in certain circumstances The options will expire if not exercised within 1 0 years of the
middot
date of grant and under certain other (employment) circumstances
The fair value of options granted was estimated on the date of grant using the Black Scholes optionsshypricing model using the assumptions noted in the table and commentary below The risk free rate of return is based on the constant maturity yield of a US Treasury note with a fixed rate term of 1 0 years at date of grant The volatility rate is derived from historical index values of publicly-traded commercial banks with assets between $1 and $5 billion Index values of comparably sized companies were used as a proxy because the Companys common stock is not exchange-listed and there is not an active trading market for the common stock The dividend yield assumption is based o n the Companys expected dividend payouts
34
STANDARD BANCSHARES INC AND SUBSIDIARI ES
NOTES TO CONSOLIDATED FI NANCIAL STATEMENTS (in thousands except share data)
Note 1 3 - Employee Benefit Plans (Continued)
Risk free rate of return
2014 20 1 3
275 1 97 Time remaining until expiration of the options Volatility rate
1 O years 1 0 years 1 392 1 587
Dividend yield 000 000
A summary of the activity in the non-qualified stock option plan for 2014 follows Weighted Average
Weighted Remaining Average Contractual
Number of Exercise Term Time Vested Stock Options Shares Price (in years)
2014 Outstanding at beginning of year 1 46651 5 $ 465 915
Granted 1 1 701 95 515 916 Exercised
Expired
Forfeited (23545) 494 870
Outstanding at end of year 2613 165 $ 487 860
Exercisable at end of year 366629 $ 465 815
2013 Outstanding at beginning of year $ Granted 1 466515 465 9 15 Exercised
Expired
Forfeited
Outstanding at end of year 1 465515 $ 465 9 15
Exercisable a t end o f year $
Aggregate Intrinsic Value
$ 1 1 1 8
$ 238
$ 733
$
The weighted average fair value of time vested options granted during 201 4 and 201 3 was $1 21 and $1 3 2 per option respectively
35
STANDARD BANCSHARES INC AND SUBSIDIARI ES
NOTES TO CONSOLIDATED FI NANCIAL STATEMENTS (in thousands except share data)
Note 1 3 - Employee Benefit Plans (Continued)
Performance Vested Stock Options 2014 Outstanding at beginning of year
Granted
Exercised
Expired
Forfeited
Outstanding at end of year
Exercisable at end of year
2013 Outstanding at beginning of year
Granted
Exercised
Expired
Forfeited
Outstanding at end of year
Exercisable at end of year
1 466515
1 170195
(26909)
2609801
1 465515
1 465515
$ 465
515
490
$ 487
$
$ 465
$ 465
$
91 5
91 6
864
860
g_1 5
91 5
$ 1 1 1 8
$
$ 733
$
The weighted average fair value of performance vested options granted during 201 4 and 201 3 was $040 for each year
Time Ve ste d O ption s
The Company recognized $782 and $44 I of stock-based compensation expense related to the granting of time vested stock options for the years ended December 20 14 and 2013 respectively There were no time vested options granted in 2012
As of December 3 1 201 4 there was $2 1 30 of total unrecognized compensation cost related to nonshyvestediime vested options granted underthe Plan The unrecognized cost is expected to be recognized over a weighted-average period of 26 years
Performan ce Veste d O ption s
The value of the performance vested options is a function of 1 ) the likelihood of a n Exit Event and 2) the likelihood of that Exit Event achieving the 1 2 IRR threshold These weighted average probabilities are then m ultiplied by the full value of a time vested option to derive the value of the performance options
The valuation methodology for the performance vested options involved ihree separate analysis
I Sale of control analysis 2 Initial public offering analysis 3 Remain private analysis
There was no expense recorded in 201 4 and 201 3 related to the performance vested options
There were no performance vested options granted in 201 2
36
STANDARD BANCSHARES INC AND SUBSIDIARI ES
N OTES TO CONSOLI DATED FI NANCIAL STATEMENTS (in thousands except share data)
Note 1 3 - Employee Benefit Plans (Continued)
As of December 3 1 2014 there was $1 059 of total unrecognized compensation cost related to nonshyvested performance vested options granted under the Plan The cost is expected to be recognized when it is determined that it is probable that a qualifying Exit Event will occur
Note 1 4 - Commitments
Operating Leases
The Bank leases property at various branch locations unde r terms that are considered to be an operating lease The leases expire in various years through 2020 Office rent expense was $728 $875 and $919 for 2014 2013 and 2012 respectively
Other Co mmitments
The Bank has a contract with a computer seNice company that expires in 201 6 Data processing expense was $2729 $2746 and $2424 for 201 4 201 3 and 2012 respectively
Annual future minimum payments for these agreements are as follows
Note 1 5 - Income Taxes
Year ending December 31 201 5 201 6 2017 20 1 8 201 9 2020 and thereafter
$3037 2884
394 203 1 26
1 6 $6 660
The components of the provision (benefit) for income taxes are as follows
Current Deferred Total Tax Expense (Benefit)
2014 $ 3494
7 1 62 $ 1 0656
201 3 $ 2373
3425 $ 5798
2012 $ 1 306
(6928) $ (5622)
The effective tax rate differs from the federal statutory rate primarily due to the following
Tax at statutory federal income tax rate Tax exempt interest income State income taxes net of federal benefit BOLi income Meals and entertainment Non-deductible expenses Goodwill impairment
201 4
$8483 (133) 1 5 1 6 (486)
77 76
Stock settled rights expense 639
201 3 $ 4750
(82) 766
(486) 84
1 02
2012 $(1 2371 )
(1 08) (866) (500)
79 80
8 1 55
O th enet--=====48=====664=--====(-l --
$1 0656 $ 5798 $ (5622)
37
STANDARD BANCSHARES INC AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (in thousands except share data)
Note 1 5 - Income Taxes (Continued)
The net deferred tax asset included at December 31 2014 and 2013 consists of the following
2014 201 3 Gross deferred tax assets
Allowance for loan losses $19212 $23305 Other real estate owned 2866 49 1 6 Non-accrual loan interest 4064 3 991 State net operating loss 1 835 2358 Accrued compensation 1 938 1 471 Depreciation 1 387 1 412 FNMA amp FHLMC preferred stock 1 270 1 270 Other assets 271 434
Total gross deferred tax assets $32843 $39 157
Gross deferred tax liabilities Purchase accounting adjustments $ 1 069 $ 1 282 Mortgage servicing rights 946 1 060 Unrealized gainloss on AFS securities 1 1 9 692 Other liabilities 1 306 1 31
Total gross deferred tax liabilities $ 3440 $ 3 165
Net deferred tax asset $29403 $35992
At December 31 2014 the Company has $33929 of Illinois net operating loss carryforwards expiring in 2025 and $2330 Indiana net operating Joss expiring in 2025 and 2026 which will be available to reduce future taxable income
The Company does not expect the total amount of unrecognized tax benefrts to significantly change in the next twelve months The Company recognized no interest andor penalties related to tax matters in tax expense
The Company and its subsidiaries are subject to US federal income tax as well as income tax of the state of Illinois and Indiana The Company is no longer subject to examination by taxing authorities for years before 201 0
3 8
STAN DARD BANCSHARES INC AND SUBSIDIARIES
NOTES TO CONSOLI DATED FI NANCIAL STATEMENTS (in thousands except share data)
Note 1 6 - Contingent Liabilities and Commitments
The Company does not reflect in its financial statements various commitments and contingent liabilities which arise in the normal course of business and which involve elements of credit risk interest rate risk and liquidity risk These commitments and contingent liabilities are commitments to extend credit commercial letters of credit and standby letters of credit A summary of the Banks commitments and contingent liabilities at December 31 is as follows
Commitments to extend credit under Unused commercial and other lines of credit Unused equity lines of credit Standby letters of credit
2014 201 3
$262907 46 125 42041
$234893 52905 40284
Commitments to extend credit commercial letters of credit and standby letters of credit a l l include exposure to some credit loss in the event of nonperformance of the customer The Banks credit policies and procedures for credit commitments and financial guarantees are the same as those for extension of credit that are recorded on the consolidated balance sheet Because these instruments have fixed maturity dates and because many of them expire without being drawn upon they do not generally present any significant liquidity risk to the Bank The Bank has not incurred any significant losses on its commitments in either 2014 201 3 or 2012
The Bank is party to litigation and claims arising in the normal course of business Management after consultation with legal counsel believes that the liabilities if any arising from such litigation and claims will not be material to the Companys consolidated financial position
Note 1 7 - Derivatives
D erivative contracts entered into by the Company are limited to those that are treated as non-designated derivative instruments The Company provides customers with interest rate swap transactions and offsets the transactions with interest rate swap transactions with inter-bank dealer counterparties as a means of offering risk management solutions to customers As ofDecember 3 1 2014 there were $6006 outstanding in notional values of swaps where the Company pays a variable rate of interest and the customer pays a fixed rate of interest This position is offset with counterparty contracts where the Company pays a fixed rate of interest and receives a floating rate of interest The estimated fair value of interest rate swaps was recorded as an asset of $207 and as a liability of $214 as of December 31 2014 Swaps with customers and inter-bank dealer counterparties are carried at fair value with adjustments recorded in other income The net effect of fai r value adjustments running through the income statement was immaterial during the year ended December 31 2014 There were no interest rate swap derivatives as of December 3 1 2013
3 9
STANDARD BANCSHARES I NC AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (in thousands except share data)
Note 1 8 - Financial I nstruments Fair Value Disclosure
The fair value measurement accounting Hterature establishes a fair value hierarchy which requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value The standard describes three levels of inputs that may be used to measure fair value
1 Level 1 - Unadjusted quoted mariltet prices in active markets that are accessible at the measurement date for identical unrestricted assets
2 Level 2 - Significant other observable inputs other than Level 1 prices such as quoted market prices for similar assets and liabilities quoted prices in markets that are not active or other inputs that a re observable or can be corroborated by observable market data
3 Level 3 - Signlficant unobservable inputs that reflect a reporting entitys own assumptions about the assumptions that mariltet participants would use in pricing an asset o r liability
A financial instruments level within the fair value hierarchy is based on the lowest level of input that is significant to the fair value measurement
Fair values of assets measured on a recurring basis at December 3 1 2014 and 2013 are as follows
De ce mbe r31 2014 Financial Assets
Securities available-for-sale US government sponsored entities and agencies Mortgage-backed securities - residential Equity securities
Total securities available-for-sale
Derivatives
Financial Liabilities
Derivatives
De ce mbe r 31 2013 Financial Assets Securities available-for-sale
US government sponsored entities and agencies Mortgage-backed secu rities - residential Equity securities
Total securities available-for-sale
Fair Value
$1 46307 3668 4 41 9
$1 54 394
$ 207
$ 214
$ 1 24431 1 2203
2 954 $ 1 39 588
Fair Value Measurements Usin1 Quoted Significant P rices Other
in Active Observable Markets Inputs (Level 1 ) (Level 2)
$
392 $ 392
$ -
$ -
$
$1 46307 3668 4 027
$1 54 002
$ 207
$ 2 1 4
$ 1 24431 12203 1 984
$1 38 61 8
Significant Unobservable
Inputs (Level 3)
$
$
$
$
$
$
As of December 31 2014 and 2013 there were no transfers between levels
40
STANDARD BANCSHARES I NC AND SUBSI DIARIES
NOTES TO CONSOLI DATED FI NANCIAL STATEMENTS (in thousands except share data)
Note 1 8 - Financial I nstruments Fair Value Disclosure (Continued)
The fair values of marketable equity securities available-for-sale are generally determined by quoted market prices in active markets for each specific security (Level 1 measurement inputs) If Level 1 measurement inputs are not available for a marketable equity security the fair value is determined by the quoted market price of a similar security traded in an active market (Level 2 measurement inputs)
The fair values of debt securities available-for-sale are generally determined by matrix pricing which is a mathematical technique widely used in the industry to value debt securities without relying exclusively on quoted market prices for the specific securities b ut rather by relying on the securities relationship to other benchmark quoted securities (Level 2 measurement inputs)
Derivative s
The fair value of derivatives are based o n valuation models using observable market data a s of the measurement date (Level 2) Our derivatives are traded in an over-the-counter market where quoted market prices are not always available Therefore the fair values of derivatives are detenmined using quantitative models that utilized multiple market inputs The inputs will vary based on type of derivative but could include interest rates prices and indices to generate continuous yield or pricing curves prepayment rates and volatility factors to value the position The majority of market inputs are actively quoted and can be validated through external sources including brokers market transactions and thirdshyparty pricing services
Fair values of assets measured on a nonrecurring basis are as follows
Oe ce mbe r31 2014 Other real estate owned net Impaired loans Loans held for sale Mortgage servicing rights
De ce mbe r 31 2013 Other real estate owned net Impaired loans Loans held for sale Mortgage servicing rights
Fair Value
$ 1 6233 41 895
8274 2435
$12 930 54 1 62
5408 2726
Fair Value Measurements Using Quoted Significant Prices Other
in Active Observable Markets Inputs (Level 1 ) (Level 2)
$ $
8274
$ - $
5408
Significant Unobservable
Inputs (Level 3)
$ 1 6233 41 895
2435
$1 2930 541 62
2726
Other real estate owned are initially recorded at fair value less costs to sell when acquired and are subsequently measured at the lower of cost or fair value less estimated costs to sell Fair values are based on third party appraisals of the property or internal valuations on smaller properties using comparable market data and various external resources resulting in a level 3 classification When the carrying value exceeds the fair value less costs to sell an impairment loss is recognized
The fair value of impaired loans secured by real estate with specific allocations of the allowance for loan --------- 1osses-is-generally-based-on--recent-real-estate-appraisals-or-internal-valuations-on-smaller-prnperties--shy
using comparable market data and various external resources These appraisals may utilize a single
41
STANDARD BANCSHARES INC AND SUBSI DIARIES
NOTES TO CONSOLI DATED FI NANCIAL STATEMENTS (in thousands except share data)
Note 1 8 - Financial Instruments Fair Value Disclosure (Continued)
valuation approach or a combination of approaches including comparable sales and the income approach resulting in a level 3 classification
Loans held for sale are carried at the lower of cost or fair value which is evaluated on a pool-level basis The fair value of loans held for sale is determined using quoted prices for similar assets adjusted for specific attributes of that loan or other observable market data such as outstanding commitments from third party investors resulting in a level 2 classification
The Company records its mortgage servicing rights at fair value and includes them in other assets in the Consolidated Balance Sheets Mortgage servicing rights do not trade in an active market with readily observable prices Fair value is based on market process for comparable mortgage servicing contracts when available or alternatively is based on a valuation model that calculates the present value of estimated future net servicing income Key economic assumptions used in measuring fair value of mortgage servicing rights at December 31 2014 included prepayment speeds maturities and discount rates While market based data is used to determine the assumptions the Company incorporates its own estimates of the assumptions market participants would use in determining the fair value of mortgage servicing rights which results in a level 3 classification
De cembe r 31 2014 Assets Cash and cash equivalents Securities held-to-maturity Securities available-for-sale Loans - net Loans held for sale Federal Home Loan Bank stock at cost Accrued interest receivable Derivatives
Liabilities
Deposits Federal Home Loan Bank advances Accrued interest payable Derivatives
De ce mbe r 31 2013 Assets
Cash and cash equivalents Securities held-to-maturity Securities available-for-sale Loans - net Loans held for sale Federal Home Loan Bank stock at cost Accrued interest receivable
Liabi lities Deposits Accrued interest payable
42
Carrying Value
$ 1 99476 3888
1 54394 1 744331
8274 3247 59 1 9
207
$ 1 993572 1 5000
265 214
$ 234 1 83 1 762
1 39588 1 61 9995
5408 3 143 5 576
$1 91 9 1 05 286
Fair Value
$ 1 99476 3 564
1 54394 1 798279
8274 3247 591 9
207
$1 992796 1 4984
265 214
$ 234 1 83 1 41 5
1 39588 1 679668
5408 3 143 5576
$ 1 920335 286
STANDARD BANCSHARES I NC AND SUBSI DIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (in thousands except share data)
Note 1 8 - Financial I nstruments Fair Value Disclosure (Continued)
In estimating the fair value of certain assets and liabilities not previously presented the following assumptions were made
Cash and Cash Equivalents
The carrying amounts of cash and equivalents reported in the balance sheet approximate fair value
Securities
Estimated fair values of securities are based on one of three models 1 ) quoted market prices where available 2) quoted market prices for similar instruments if quoted market p rices are not available 3) unobservable data that represents the Banks assumptions about items that market participants would consider in determining the fair value where no market data is available
L oans
Fair values of loans excluding loans held for sale are estimated as follows For variable rate loans that re-price frequently and with no significant change in credit risk fair values are based on carrying values Fair values for other loans are estimated using discounted cash flow analyses using interest rates currently being offered for loans with similar terms to borrowers of similar credit quality to calculate the present value of future contractual principal and interest cash flows and discounting them back to the present using a discount rate Impaired loans are valued at the lower of cost or fair value as described previously The methods utilized to estimate the fair value of loans do not necessarily represent an exit price
The fair value of loans held for sale is estimated based upon binding contracts and quotes from third party investors
Federal Home Loan Bank (FHLB) Stock
The carrying amounts reported in the balance sheet approximate fair value
Accrued Interest Receivable I Payable
The carrying amounts reported in the balance sheet approximate fair value
Deposits
The fair values disclosed for demand deposits (eg interest and non-interest checking passbook savings and certain types of money market accounts) are by definition equal to the amount payable on demand at the reporting date (ie their carrying amount) The carrying amounts of variable rate fixed-term money market accounts and certificates of deposit approximate their fair values at the reporting Fair values for fixed rate certificates of deposit are estimated using a discounted cash flows calculation that applies interest rates currently being offered on certificates to a schedule of aggregated expected monthly maturities on time deposits
Federal Home Loan Bank Advances
The fair value of Federal Home Loan Bank advances is estimated using discounted cash flow analyses --------based-on-the-currentborrowing-rate-of-similartypes-of-advances
43
STANDARD BANCSHARES I NC AND SUBSIDIARI ES
NOTES TO CONSOLI DATED FINANCIAL STATEMENTS (in thousands except share data)
Note 1 8 - Financial I nstruments Fair Value Disclosure (Continued)
Off-balance sh eet in strum ents
Fair asset andor liability value of off-balance sheet financial instruments as described in Note 1 6 may be estimated by applying fees currently charged for comparable commitments Based upon the qual ity of these commitments and their demand in the financial market it has been assumed that there is no material difference in the estimated fair value
Note 1 9 - TARP Capital Purchase Program
On April 24 2009 the Company entered into a Letter Agreement with the United States Department of Treasury (the Treasury) pursuant to which the Company sold to the Treasury 6000 shares of the Companys Fixed Rate Cumulative Perpetual P referred Stock Series A for $60 million and a warrant to acquire $3 million of Fixed Rate Cumulative Perpetual P referred Stock Series B for a nominal exercise price Immediately upon consummation of the closing the Treasury exercised the warrant and acquired the Series B Preferred Stock The Preferred Stock Series A qualified as Tier 1 capital and paid cumulative dividends q uarterly at a rate of 5 per annum The P referred Stock Series B qualified as Tier 1 capital and paid cumulative dividends quarterly at a rate of 9 per annum The difference between the initial carrying value that was allocated to the Series B Preferred Stock and its redemption value of $3 million will be charged to retained earnings (with a corresponding increase in the carrying value of the Series B Preferred Stock) over the first five years of the contract as an adjustment to the dividend yield using the level yield method During 201 1 the Company elected to suspend dividend payments For the year ended December 31 2012 total dividends of $3462 had been declared but not paid On February 22 201 3 1 3548387 of common shares were issued to the US Treasury in exchange for the $60 million and $3 million of Fixed Rate Cumulative Preferred Stock Series A and Series B respectively The Treasury subsequently sold those shares to institutional investors at $465 per share In addition the Company paid $6 million of dividends to the Treasury which included 1 00 of past due dividends and dividends due through February 22 2013
Note 20 - Regulatory Matters
The Companys primary source of cash is dividends received from its subsidiary bank The subsidiary bank is subject to certain restrictions on the amount of dividends that it may declare without prior regulatory approva L In addition the dividends declared cannot be in excess of the amount which would cause the subsidiary bank to fall below the minimum required for capital adequacy purposes
Banks and bank holding companies are subject to regulatory capital requirements administered by federal banking agencies Capital adequacy guidelines and additionally for banks prompt corrective action regulations involve quantitative measures of assets liabilities and certain off-balance-sheet items calculated under reg ulatory accounting practices Capital amounts and classifications are also subject to qualitative judgments by regulators Failure to meet capital requirements can initiate regulatory action Management believes as of December 3 1 2014 the Company and Bank meet al l capital adequacy requirements to which they are subject
Prompt corrective action regulations provide five classifications well capitalized adequately capitalized undercapitalized significantly u ndercapitalized and critically undercapitaized although these terms are not used to represent overall financial condition If adequately capitalized regu latory approval is required to accept brokered deposits If undercapitalized capital distributions are limited as is asset growth and expansion and capital restoration p lans are required At year-end 201 4 and 2013 the most recent reg ulatory notifications categorized the Bank as well capitalized under the regulatory framework for prompt corrective action There are no conditions or events since that notification that management believes have changed the institutions category
44
STAN DARD BANCSHARES I NC AND SUBSI DIARI ES
NOTES TO CONSOLIDATED FI NANCIAL STATEMENTS (in thousands except share data)
Note 20 - Regulatory Matters (Continued)
The Banks actual and required capital amounts and ratios are as follows
To Be Well Capitalized U nder
For Capital Prompt Corrective Actual Adeguac[ Puqoses Action Provisions
Amount Ratio Amount Ratio Amount Ratio As of December 31 2014 Total Capital
(to risk-based assets) Company $271 785 143 $ 152226 80 NA NA Bank 269993 1 42 1 52229 80 $1 90286 1 00
Tier I Capital (to risk-based assets) Company 247887 1 30 76 1 1 3 40 NA NA Bank 246093 129 761 14 40 1 14 171 60
Tier I Capital (to average assets) Company 247887 1 08 92 1 26 240 NA NA Bank 246 093 1 07 92 1 09 240 1 1 5 1 36 2 5 0
As of December 31 2013 Total Capital
(to risk-based assets) Company $246213 1 38 $142344 280 NA NA Bank 244607 1 38 1 42 170 280 $ 1 77713 2100
Tier I Capital (to risk-based assets) Company 223444 126 71 1 72 240 NA NIA Bank 221 838 1 25 71 085 240 1 06628 2 60
Tier I Capital (to average assets) Company 223444 1 03 86430 240 NIA NA Bank 221 838 1 03 86450 240 1 08 063 2 50
45
STANDARD BANCSHARES INC AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (in thousands except share data)
Note 21 - Capital Management
The overall objectives of the Companys capital management are to have the availability of sufficient capital to support loan deposit and other asset and liability g rowth and to maintain capital to absorb unforeseen losses or write-downs that are inherent in the business risk associated within the banking industry The Company seeks to balance the need for higher capital levels to address growth and unforeseen risks and the goal to achieve an adequate return on capital invested
In July 201 3 the federal banking agencies issued a final rule revising the regulatory capital rules applicable to most national banks and federal savings associations as well as their holding companies generally beginning on January 1 201 5 The rule implements the Basel Committees December 201 O framework known as Basel I l l for strengthening the international capital standards as wel l as certain p rovisions of the Dodd-Frank Act The final ru le implements a revised definition of regu latory capita l a new common equity Tier 1 minimum capital requirement of 450 and a higher minimum Tier 1 capital requirement of 600 (which is an increase from 400) Under the final rule the total capital ratio remains at 800 and the minimum leverage ratio is 400
Additionally under the final rule in order to avoid l imitations on capital distributions including dividend payments and certain discretionary bonus payments to executive officers a banking organization must hold a 25 capital conservation buffer composed of common equity Tier 1 capital above its minimum risk-based capital requirements The b uffer is measured relative to risk-weighted assets The final rule also enhances risk sensitivity and addresses weaknesses identified by the regulators over recent years with the measure of risk-weighted assets
The new minimum capital requirements will b e effective for the Company on January 1 201 5 whereas the capital conservation buffer and the deductions from common equity Tier 1 capital phase in over time beginning on January 1 201 6
Capital Raise
On February 22 201 3 Standard Bancshares Inc completed its recapitalization by issuing 29864795 shares of common stock at $465 per share for gross proceeds of $ 1 389 million 1 3 548387 of the common shares were issued to the US Treasury (the Treasury) in exchange for the $63 million of Fixed Rate Cumulative Preferred Shares Series A and B The Treasury subsequently sold those shares to I nstitutional Investors at $465 per share An additional 16 316408 of common shares were issued to Institutional Investors and private investors Of the aggregate 29864795 common shares issued 1 9430750 are voting shares and 1 0434045 are mm-voting shares
In conjunction with the recapitalization the Articles of Incorporation of the Company were amended to authorize 20000000 shares of preferred stock at $001 par value No preferred stock has been issued as of December 31 2014
Sto ck Settled Rights (SSRs)
On February 22 201 3 in connection with the recapitalization of the Company the Board of Directors distributed as a dividend in kind 7293407 Stock Settled Rights (SSRs) to the holders of the Common Stock as of the Record Date (November 5 2012) The number of SSRs issued is equal to the product of (i) 03888 and (ii) 18757921 the number Common Shares outstanding as of the Record Date The estimated fair value of the SSRs completed by an independent third party as of September 30 2014 and February 22 201 3 was determined to be approximately $026 per SSR or $1 880 and approximately $021 per SSR or $1 532 respectively Expense recorded related to the SSRs was $1 880 in 2014 No expense was recorded in 201 3
46
STANDARD BANCSHARES INC AND SUBSI DIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (in thousands except share data)
Note 21 - Capital Management (Continued)
Stock Settled Rights (SSRs) (Continued)
The SSRs are structured as common stock dividends to be paid to certain common shareholders of the Company under specific conditions The amount of common stock to be distributed is determined by a formula that considers among other things the value of the outstanding common stock at the Settlement Date Settlement Date is defined as the earlier of (i) the date a liquidity event (an I POrecapitalization or a sale of control) occurs during the term of the SSRs and (ii) the SSR Expiration Date (February 22 201 8) The SSRs will be exercised based on the value of the common shares at that time subject to the Settlement Rate formula
The Accretion Rate is a component of the Settlement Rate It is either an middotannual rate of 80 or 120 with the value determined by the cum ulative economic losses that occur in the loan portfolio from June 30 201 1 to the time the SSRs are settled
On the Settlement Date the Company shall determine the number of shares of Common Stock issuable upon the settlement of an SSR The Settlement Rate shall be calculated based on a formula that considers among other factors the value per share of the common stock on a fully diluted basis reduced by the accretion rate with that number divided by the value per share of common stock on a fully diluted basis
If the Settlement Rate is greater than zero the Company shall issue and deliver to each of the SSR Holders a number of shares of Common Stock equal to the product of (i) the Settlement Rate multiplied by (ii) the number of SSRs held by such H older as reflected in the SSR register as of the close of business on the last Business Day prior to such Settlement Date
In connection with the occurrence of a Liquidity Event on or prior to the Expiration Date the Board of Directors may at its option and in its sole discretion order the redemption and the Company may redeem the SSRs in whole or in part at the redemption price per SSR based on a formula that considers the price per share of Common Stock at which the Company is valued on a fully diluted basis in connection with such Liquidity Event as determined in good faith by the Independent Committee plus a l l cash dividends paid oil the common stock from the date of issuance of the SSRs less $465 accreting on a daily basis at the Accretion Rate
The Company hired an independent third party firm to value the SSRs The following variables were taken into consideration when deriving a value for the SS Rs
1 ) The probability of a liquidity event (sale of control or PO) during the term of the SS Rs 2) The Accretion Rate assigned to the Settlement Rate of the SSRs 3) The estimated value of the Companys common stock at the earlier of a) a liquidity event or b)
the SSR Expiration Date (February 22 201 8) 4) The type of liquidity event that might occur 5) Future value parameters including a) tangible common book value b) earnings and c) market
conditions
The valuation of the common shares at the Settlement Date will depend on the Companys financial condition and the market pricing of financial institution stock both on a stand-alone basis and on a sale of control basis at that time
47
STANDARD BANCSHARES I NC AND SUBSIDIARI ES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (in thousands except share data)
Note 22 - Condensed Financial Statements
The Company was incorporated in I l linois on February 23 1 982 The Company accounts for its investment in subsidiaries under the equity method Under this method the investment is recorded at cost adjusted for the subsidiaries undistributed net income (loss) Presented below are the condensed financial statements of Standard Bancshares I nc (Parent Company Only)
Assets Cash Investment in subsidiaries Other assets
Total assets
CONDENSED BALANCE SH EETS DECEMBER 31 2014 AND 2013
Liabilities and shareholders equity Other liabilities Total stockholders equity
Total liabilities amp stockholders equity
2014 $ 4 163
264242 328
$268733
$ 2685 266048
$268733
CON DENSED STATEMENTS O F I N COME YEARS ENDED D ECEMBER 31 201 4 201 3 AND 201 2
2014 I ncome
Other income $
Expenses 2909 Loss before income taxes and equity in undistributed
earnings of subsidiaries (2909) Income tax benefit 88
Loss before equity in undistributed earnings of subsidiaries (2821)
Equity in undistributed earnings (loss) of subsidiaries 1 7 1 1 5
Net income (loss) 1 4294 Preferred dividends and discount accretion on preferred shares
Net income (loss) applicable to common shareholders $1 4294
48
201 3 $ 2 1 95
248 090 1 944
$252229
$ 322 251 907
$252229
201 3 201 2
$ $ 1
1 747 8539
(1 747) (8538) 291 1 0 1 7
(1 456) (7521) 9 629 (23241) 8 173 (30762) 1 1 24 4090
$ 7049 $(34852)
STAN DARD BANCSHARES INC AND SUBSIDIARIES
NOTES TO CONSOLIDATED FI NANCIAL STATEMENTS (in thousands except share data)
Note 22 - Condensed Financial Statements (Continued)
CONDENSE D STATEMENTS OF CASH FLOWS YEARS ENDED DECEMBER 31 2014 201 3 AND 201 2
Cash flows from operating activities Net income (loss)
Adjustments Equity in undistributed net (income) loss of subsidiaries Amortization Stock based compensation expense ( Increase) decrease in other assets Increase (decrease) in other liabilities
Net cash provided by (used in) operating activities Cash flows from financing activities
Issuance of common stock net of issuance costs Capital contribution to Standard Bank Repayment of note payable Cash Dividends
N et cash provided by financing activities
Net increase (decrease) in cash
Cash - beginning of year
Cash - end of year middot
Supplemental schedule of non-cash financing activities Change in par value on common stock Exchange of preferred stock to common stock
49
2014
$ 1 4294
( 17 1 1 5) 28
782 1 616 2363 1 968
1 968
2 1 95
$ 4 163
$ $
201 3
$ 8 1 73
(9629) 29
441 1 872
(4273) (3387)
68598 (41 500) ( 16 1 00)
(6026) 4972
1 585
6 1 0
$ 2 1 95
$ 4277 $63000
201 2
$(30762)
23241 6 1 67
( 1908) 2 043
( 1 2 1 9)
( 1 2 1 9)
1 829
$ 6 1 0
$ $
FORM FR Y-6
STANDARD BANCSHARES INC
Hickory Hills Illinois Year Ending Dccember31 2014
REPORT ITEM
1 The BHC Is not registered with the SEC Coples of the Annual Report Nil be sent undersepirate cover when completed
2a Organization Chart fo Standard BallCShares Inc
I THE BOULEVARD INC
SL John Indiana 100
JnCQrporated in Indiana
2b Branch Verification
STANDARD BANCSHARES INC Hickory Hills Illinois Jncorporateltl In Illinois
STANDARD BANKAND TRUST COMPANY Hickory Hills llllnois
Incorporated In lllnols 100
I STANDARD REDEVELOPMENT INC
Hickory Hills Illinois 100
Incorporated in Illinois
(Not subject to Y-10 reporting ) Code 91 CE - Liquidation Of debts previously contracted
The branch and lax-kl flStings were emailed to branch revieW on 223115
3 (1) As ofyear-end
Name and Address
Trident SBI Holdings lP Greeffilidl CT
Robert E Gallagher Sr Trust John D Gallagher Trustee Palos Heights IL
The Gallagher Standard Bancshares TR Timolhy J GaJagheuror Trustee Hickory Hitls IL
Pantheon Standard LP San Francisco CA
CohesVe Capital Parners LP New York NY W Capital Partners II LP NewYork NY
Couritrlt of Citizenship or lncorooratlon Number and Percentage Of Voting Serurtties
USA 5662194- 1483
USA 5516086 - 1444
USA 4382666 - 1 t47
USA 3762128-985
USA 2 150537 - S63
USA 2 150537 - 563
Note llle shares in the Robert E Gallagher Sr Tr are voted on by John D Gallagher Director of Standard Bank Tue shares Jn the Gallager Standard Bancshares Tr are voted on by Timolhy J Gallagher Director of Standard Bank
3 (2) OtherSharehofors oat listed in Section 3 (1) above that held more than 5 during the year
None
Resuhs A Ilse of branches forvour holdln1 company STANDARD 8ANCSHARES INC (1245590) or HICKORY HILLS IL
The d1ta are n of 12312014 Data re II Kb information tlat wu received aod processed throuah 01072015
Rconcill1Uon and Vc1Uon St I DI 1 In the DIH Action column of each br111Ch row enter one or mort of the actioru specified below
2 If required enter the date In the Ettcttve Olte column
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Chi nee If the bndl Information Is Incorrect Of Incomplete revt the data enter Chance In the Dita Action column ind the d11te when this infOfmation first became v1lid In the Effective Ote column
am If a bnch listed was sold or clowd enterOose In tht Dita Action column and the s1e or dosured11te In the EtfectW Olte colurm
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If prntln1 this list you m1y need to adjust your page Utup In MS E11ce1 Try using landscape orientation page sollria andor legal sized paper
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Note To satisfy the FR Y-10 reportln1 requirements YoU must tiho submit FR Y-10 Domestic Branth Schedules for each branch with a Data Actlon of Olan1e Close Delete or Add
Thbull FR Y-10 report may be submitted 1n a hardcopy format or 11ia the FR Ymiddot10 OnH11e application middot httpsylOonllnefederalrerve1ov
bull FDtC UNINUM Office Number and ID_RSSO co1unvu ara for reference only Verification of these values is not required
- - 8nch Suvlce Type Branch 10 RSSO ia- terNeme Street Address City
ok FuUServltefHud Officel 19730 STAN OARD BANK ANO TRUST COMPANY 7800 WEST 9STH STREET HICKORY HILLS
ok Full Service 3202168 BOLINGBROOK BRANCH 282 NORTH WEBER ROAD BOLINGBROOK
ok Limited Strvce 4126065 CALUMET CITY 1968 SIBLEY BOULEVARD CALUMET CITY
FullSetvke 3309928 CLARK STREET 8RANOi 3747 NORnt CLARK STREET atlCAGO
ok FullServiett 474339 EWING BRANOf 10635 SOUTH EWING AVENUE CHICAGO
ok Full Servtce 2079925 HEGWISCH BRANCH 13336 SOUTH BALTIMORE AVENUE CHICAGO
ok limited Se-rvke 20817)5 SOUnt DERRING FACILITY 10535 SOVTH TORRENCE AVENUE CHICAGO
Full Service 4099271 THOREK BRANOi 836 WEST IRVING PARK ROAD OUCAGO
ok Full Service 2121280 COAL CITY BRANot 20 SOUTH KANKAKEE COAlCITY
full Service 2809038 EVERGREEN PARK BRANCH 2400 WEST 95TH STREET EVUtGREEN PARK
ok Full Service 3188909 FRANKFORT BRANCH 19997 LA GRANGE ROAD FRANKFORT
Full5etvice 810436 CiARONERBRANCJ1 118 DEPOT STREET GARDNER
ok FultSrvlct 3188897 JOLIET ampRANCJ1 2398 ESSINGTON ROAO JOLIET
Full Service 3439553 LOClCPORT BRANCH 16545 WEST 159TH STREET LOCKPORT
ok Full Service 290931 LYONSlST AVENUE BRANCH 8601 OGDEN AVENUE LYONS
ok Full Service 3671504 MINOOKA BRANCH 515 WESTUS ROUTE 6 MINOOKA
ok LlmltcServfce 2111338 MOAAIS LISBON BRANCH 1433 USBON STREET MORRIS
ok Full Servkt 2809010 MORRIS ROUTE 6 BRANCH 1111 WEST US ROUTpound 6 MORRIS
Ful1 Servlct 2809047 NAPERVILLE BRANCH 1607 NORTH AURORA ROAD NAPERVILLE
ok full 5ervfce 2809056 NEW LENOX BRANCH 456 NELSON ROAD NEW LENOX
Full sMce 2103129 OAK FOREST BRANOf 15901 SOUTH CENTRAL AVENUE OAX FOREST
ok Full SeMct 3490255 OAK LAWN lllTH BRANOf 4700 WEST 111TH STREET OAK LAWN
ok Full Sfrvlce 2096717 OAK LAWN 95TH BRANCH 4001 WEST 95TH STREET OAK LAWN
ok Full Service 2295538 ORLAND PARK BRANCH lSCXJO SOUTH WOLF ROAD ORLAND PARt
State VpCode
IL 60457
IL 60440
IL 60409
IL E06H
IL 00617
IL 0063
IL 00617
IL 60613
IL 60416
IL 60805
IL 6042
IL 60424
IL 60435
IL 60441
IL 60534
I L 60447
IL 60450
IL 60450
IL 60563
IL 60451
IL 60452
IL 60453
IL 60453
IL 60467
County CawN FDICUNINUM Offb Numberbull Haad otfice Head Office 10 RSSD Comments
COOK UNITEO STATES 10748 0 STANOARO BANK ANO TRUST COMPANY 19730
Will UN ITED STATES 419532 34 STANDARD BANK ANO TRUST COMPANY 19730
COOK UNITED STATES 510611 44 STANDARD BANK AND TRUST COMPANY 19730
COOK UNITpound0 STATES 429662 35 STANDARD BANK ANO TRUST COMPANY 19730
COOK UNITED STATES 12089 18 STANDARD BANK AND TRUST COMPANY 73ltgt
COOK UNITED STATES 244100 20 STANDARD BANK ANO TRUST COMPANY 19730
COOK UNITED STATES 244099 19 STANDARD BANK ANO TRUST COMPANY 19730
COOK UNITED STATpoundS 510612 4S STANDARD BANKANDTRUSTCOMPANV 1973ltgt
GRUNDY UNITED STATES 263852 17 STANDARD SANK AND TRUST COMPANY 730
COOK UNITED STATES 13875 4 STAN OARD BANK AND TRUST COMPANY 19730
Will UNITED STATES 357237 15 STAN OARD BANK AND TRUST COMPANY 19730
GRUNDY UNITED STATES 7234 1 STAN DARO BANK ANO TRUST COMPANY 19730
Will UNITED STATES 238ASA 13 STANDARD BANK ANO TRUST COMPANY 19730
Will UNlTEO STATES 450324 38 STAN OARD BANK AND TRUST COMPANY 19730
COOK UNITED STATES 10912 22 STANDARD BANK ANO TRUST COMPANY 19730
GRUNDY UNITED STATES 465426 42 STANDARD BANK AND TRUST COMPANY 1973ltgt
GRUNDY UNITED STATES 266774 16 STANDARD BANK ANO TRUST COMPANY 1730
GRUNDY UNITED STATES 2243S6 10 STANDARD BANK AND TRUST COMPANY 19730
OU PAGE UNITED STATES 238451 6 STANDARD BANK ANO TRUST COMPANY 19730
Will UNITED STATpoundS 238452 11 STAN OARD BANK ANO TRUST COMPANY 19730
COOK UNTED STATES 244101 21 STANDARD BANK AND TRUST COMPANY 19730
COOK UNITED STATES 441863 36 STANDARD BANK AND TRUST COMPANY 19730
COOK UNITED STATES 238447 1 STANDARD BANK AND TRUST COMPANY 19730
COOK UNITED STATES 238450 5 STANDARD BANt AND TRUST COMPANY 19730
ok Fullrvke 2100379 PALOS 11HH BfANOl 11901 SOUTHWEST HIGHWAY PALOSPARIC ll 00464 COOK UNITED STATES 238448 2 STAN DARO BANK AND TRUST COMPANY 19730
ok rulSltVice 2427544 PALOS lllST BRANCH 9700WEST lllST STREET PALOS PARK ll 00464 COOK UNlTEOSTATES 238449 3 STAN DARO BANK AND TRUST COMPANY 19730
ot llmtedSrvke 3490273 NORTH RIVERSIDE BRANCH BJSOWEST CERMAK ROAD RlvtRSlDE ll COOK UNITED STATES 441864 37 STANDARD BANK AND TRUST COMPANY 19730
ot FuLServke 3202171 SHOREWOOD BRANOl 970 BROOK FOREST AVENUE SHOREWOOD It - t UNITED STATES 419531 33 STANDARD BANICANDTRUSTCOMPANY 19730
ok FulSrvlee 3188918 VILLA PARK BfWIOi 1 WESrRoostVrlTROAD VlltAPARIC It 50181 OUPAGE UNITED STATES 238455 14 STANDARDBANKANDTRUSTCOMPANY 19730
ok FulSrvke WllMINGTON BRANCH lOOSSOUTH WATER STREET WILMINGTON It 004 lt UNITED STATES 238453 12 STANDARD BANK AND TRUST COMPANY 19730
ok Fulfrvk 3197031 CHESTERTON BRANCH middot 755 JNDIAN BOUNDARY ROAD OIESTERTON IN PORTER UNITEDSTAlES 275664 32 STANDARD BANK AND TRUST COMPANY 19730
ok ruUrvic 2161D17 EASTCHCAGO BRANCH 4518 lNOANAPOUS BOULEVARD EAST CHICAGO IN 46312 lAKE UNITEDSTAlES 29 STANDARDSANKANDTRUSTCOMPANY 19730
ok Fulrvk 4913n HAMMOND BRANCH 1007 CALUMET AVENUE HAMMOND IN 46324 AKE UNITEDSTAlES 42227 30 STANDARD BANK AND TRUST COMPANY 19730
Fulrvlc 2161D3S HIGHtAND BRANCH 2930 RIDGE ROAD HIGHLAND IN 46322 UNITEOSTAlES 275659 27 STANDARD BANK AND lRUST COMP AN I 19730
ot Futtsrvke 2161044 LOWHl BRANCH 2090 EAST COMMERICALAVENUE LOWELL IN 463Sfgt21r AKE ONITEDSTAlES 275661 28 STANDARD BANK ANDTRUSTCOMPANI 19730
ok Full Srvlce 3439562 MERRlllVlllE BRANCH 579WESTUNCOlN HIGHWAY MERRlllVlllE IN 46410 AKE ONlEO STATES 450325 39 STANDARD BANK AND TRUST COMPANI 19730
ok Full Srvice 453712 SAINT JOHN BRANCH 9321 WICKER AVENUE SAINT JOHN IN 46373middot00 AKE ONtlEDSTATES 42414 26 STANDARD BANK AND rnusr COMPANY 19730
middot
Report ttem 4 Directors and Office (1) Name amp Address
J-Ohn R Barber New York NY
Christopher Doody Ne-vYork NY
1pound1 Pnncipal Occupation [rtmiddotrmiddotwittl BHC
Mariaging Partner eohesiVe ea pita I
Princlpal Storm Point Capital
(3) (bull) TrtiePosition with BHC Diredor
Director
FORM FR Y-9
STANDARD BANCSHARES INC Fiscal YearEnding Decttmber3112014
(3) lb) ltlePosition wffi1 Subsidiaries
NIA
NIA
(3) (c TrtlePosltlon wttn otherbuslne$es
Managtng Partner Cohesive Capital
Principal Stone Point Ciipitit
bull Stone Point ls the manager of the TriOOnt funds which are investment entities that own 25 or morn of the outstanding voting seairities orinlerests in various companles Mr Doody ls an ernployee and officer of Stone Point and is oo deemed to contror S1oria Point or the Trldent Funds He is not a principal securities holder of Stone Point or the Trident Funds The invstmenl committees of the Trident Funds are responsible for voting the shares or such companies and Mr Doody is not a member of the investment committees of the Trident Fonds A sctiedule of such companies in which U1e Trident funds hnve invested is available upon request
John o Gallagher Ortand Park IL
Managing Genera[ Partner OfdlarU Hill Bldg Co
Director Dior-standarU Bank
Managin9 GenerBi Partner Orchard HlllmiddotB1dg Co President Ordiard Hm Building Co Inc
Managing Member Qnhard Hill Construction LLC
Managing Membelt Austin Construction Co bull LLC
Presdenl Bougton Development Co
President ennStructildeg Co lnc
Prestdenl middot Farmingdare Development eomiddot
middotana9in middotRa -middot middot fariTijngdre _Mittwo middot
Pldciit_ _ Fam1r9dale Utilify Co_
Managing Partner Frtz91erald Lad lnvestment Ptshp
(4) a) 1w of Voting Shares in BHC
563
middot1483
14450
(4)(o) (4) (b) Names of othfr companitts 4 of Voting (if 25 ormorl voting Shares in Subs securities a held
NIA
NIA
NIA
NIA
NIA
NIA
NIA
NIA
NIA
NIA
Dryden Cons1rudioo Co Inc 100
NIA
NIA
NIA
Frtzgerald Land Investment Plshp 25
(1) Name amp Mdlt=
John D Gallagher CJriand Pru IL
(2) Principal rbull _ BHC1
(3) (b) TdfePosition wiU1 SubsXfiarics
(J)(c TrtiePttSition wTUi other buslncssts
Trustee-Vote 100 Galla171ormiddot Henr)Tnisl
- Gallagher amp Henry Inc
Prumlaquo GaDaQhef Parloecs LP GB4 Jnc
Managing Partner Gl6mwod DevelopmElnt Co
Managmjl farlnelt Heruy Co Managmo Hermann Umd Investment Ptshp
Managing- Kolarlrugtd I lgthp Preltldeot Kokast -kimes Inc
PreSdenl Coo$trixtioo middotmiddot nc
- -MiAdams 400 Investment Ptshp
Msoagir(Q Partner Meifefl1 id lnpoundiiini _Pthp Managing Partner sr middotGod 1nVeslmoo Pbhp Managiog Partnef
-LampftPtshp TruSt6e
ThOGalfaghmiddotorSliujiini middot Trust
(4) (bull) of Voting Shares in BHC
(4) (b) of Voting Shares In SUbs
Names of other companies frf 25 degmom voting securiDes arn heJd NIA
NIA
NIA
NIA
NIA
NIA
NIA
Hennarm Lnnd Investment Ptshp 25
K6irland lovStrnerrlPiStip 25 NIA
NIA
NIA
Laod lNeStrnloi PlShp 25
df1li3 lfjJrlvtrpnt PWiP 25
Land l hp 25
e(Lao1fl PtShp 25_-xmiddotmiddot middot
standard tWesTrust 25 middot
(1) Name amp Address
Tnnothy J GsJlaghet Burr Ridge IL
(2) Principal Occupation [d other than with BHC)
(J) (a) TrltePosifion wtth BHC
(3)(b) TdiePosffion wittl Subskfcuies
OlaHrnan of the Board
(J) (c) TitlePosition with other businees
PreOOeot Brittany Glen Homeownoc l=gtc Suffield Woods Homeowner Assoc FanntngdaJe Viage Com Assoc fumlogdale Vdlage Com Assoc 2 Misty Meadoyenr Homeowner Assoc 1ltings1on Hills liomeOMler Assoc Gallagheramp Henrys Condos Goodiogs Grove Assoc Ganaghcr amp Heruys Goocfings Grove Umbretia Assoc Farmingdale Vil Cooos of Woodridge Homeowner Assoc Radc5ffe rtMe TOvlfflhomes Assoc
BNC OWnefs Assodatioo
Boughton Woodward Commenial Center LLC su-lgle MembeltUC- GB4 i5 member
Union Poirrte Investors Uc Sing1e MemberlLC- Union PcWe Oevclopmeot Co b member
Uoion POOte Buadlog Venture 1lLC Union 00rt lnvestorn LlC ts member Union Pofrrte Buikfing Venlilre 112 LLC Unton Point nveslor lLC is member
Union Pointe Boikfing Venture 3 LLC Union Poinl lnveslors UC is member
standgtnJ Bank -ALm1 Construction Co LlC
Pminlaquo Frtzyerald Lnnd Investment Pbttp
(lt)(bull) ofVotlng Shares in BHC
11520
(4) (b) ofVotiog Shares in Subs
NIA
Names of other companies (If 25 or l1XgtflJ voting securities aro held
NIA NIA NIA NIA NIA NIA NIA WA NIA NIA NIA
WA
NIA
WA
WA
NIA
NIA
WA
NIA
NIA
NIA
WA
WA
(1) =
Timothy J GJJbghctshyBorr Ridge IL
(2) Principal (if oUJef than wtth BHC)
3 (a) TitlePosition wilh BHC (3) 1c) Trtielosilion with other businesses ampcretuy amp Henry Inc
_ GieoMXgtd Developmeot Co
Partner Hermann Land Investment Pt5hp KOOr land Investment Ptstip
Secret3y Kolcast Homes loo
__ Koamp Construction Co Inc
Secrebgty Ordnrd Hin Buikfing Co Inc
Pa1nelt srrvb land 1ovestrnent Pshp -Smotelt Land Investment Ptshp Trustee- Vote 100 The Gollagher stmdafd
Trust
-- uruoo Pointe Development Co
lt4)(a) ofVotiog Shares in BHC
(4) (b) of Voting Shares In Sobs
tfamos of othcreomnk (lf25 ormoro vo6ng sccuritios arc held
NIA
NIA
NIA
Hennano Land Investment Ptshp 25
Kolar land Investment Pshp 25
NIA
NIA
NIA
Maas Land Investment Ptshp 25
McAdams Iand lnv=tmeni Plshp 25
Medema land lnvestme111 Ptshp 25
NIA
NIA
NIA
Slivka land Investment Plshp 25
SmoterUmd I Ptshp 25
Unkio Pointe Devdopmcot Co 25
(11 (21 Pl (a) 3 (b) 3) c) 4 (a) (4)b) Names of othelt com pan Name amp Adqross princi Occupation TJdcPositiorl TJHePositiorl TrticPosIDon of Voting of Voting [If 25 or mon voting
(if other than with Bl tc) wtth SHC with Subsidiaries with other businesses Shares In BHC Shares in Subs securities are heJd
Timothy J GaUagilet Slaquoretmy GB4 Inc SurRXgeIL GB4 lnc 251
Uoioo Polnte Bonding Venture 3 UC NIA Uoiont PoCnt lnves1ocs LLC is member
Lawraooe P Kelley NIA DirododVJCO Chaifman Oamp-edooVlce Chairman NIA 023lt))1 NIA NIA Pltullt IL PreraquoleoUCEO -0-0
standam Bank
Atampief Ko-arldt NIA DirodOlt Dirodoc NIA 0140 NIA NIA 1-fmsdak ll -
Howrd K Priess JI - deg Dirodoc Solo Pradiltgtoelt 0140 NIA NIA NapeMe IL Standard Bank
Owner White Oak Construction LlC Wh4te Oak Construction LLC 100
Robert A RoslKWt NIA Lead ndepcodeot Director oltedoc NIA D140( NIA NIA QOCago u standanl Bank
Charles E Shomo rv NIA deg Ciredor NIA 013lfI( NIA NIA Bur Ridgo IL standam Bank
Patrick J Hunt NIA _ Executive VPCFO NIA 008 NIA NIA Palos Heights IL EVPCfO standanl Bank
deg Scoltzu NIA Asst VPJAssl Asst VPAsst Secy NIA 00CXgt1 NIA NIA
Everyreen Park IL Sea-- SiandagtO Bank
Independent Auditors Report
To the Audit Committee Standard Bancshares Inc and Subsidiaries Hickory Hills Illinois
Report on the Financial Statements
We have audited the accompanying consolidated balance sheets of Standard-Bancshares Inc and Subsidiaries as of December 31 2014 and 2013 and the related consolidated statements of income comprehensive income (loss) changes in shareholders equity and cash flows for the years then ended and the related notes to the consolidated financial statements
Managements Responsibility for the Financial Statements
Management is responsible for the preparation and fair presentation of these consolidated financial statements in accordance with accounting principles generally accepted in the United States of America this includes the design implementation and maintenance of internal control relevant to the preparation and fair presentation of consolidated financial statements that are free from material misstatement whether due to fraud or error
Auditors Responsibility
Our responsibility is to express an opinion on these consolidated financial statements based on our audits We conducted our audits in accordance with auditing standards generally accepted in the United States of America Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement
An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the consolidated financial statements The procedures selected depend on the auditors judgment including the assessment of the risks of material misstatement of the consolidated financial statements whether due to fraud or error In making those risk assessments the auditor considers internal control relevant to the entitys preparation and fair presentation of the consolidated financial statements in order to design audit procedures that are appropriate in the circumstances An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of significant accounting estimates made by management as well as evaluating the overall presentation of the consolidated financial statements
We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion
Opinion
In our opinion the consolidated financial statements referred to above present fairly in all material respects the financial position of Standard Bancshares Inc and Subsidiaries as of December 31 2014 and 2013 and the results of its operations and its cash flows for the years then ended in accordance with accounting principles generally accepted in the United States of America
Other Matters
We also have audited in accordance with attestation standards established by the American Institute of Certified Public Accountants Standard Bancshares Inc and Subsidiaries internal control over financial reporting as of December 31 2014 based on criteria established in Internal Control- Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO) in 2013 and our report dated March 13 2015 expressed an unmodified opinion
The consolidated financial statements of Standard Bancshares Inc and Subsidiaries as of and for the year ended December 31 2012 were audited by other auditors whose report dated November 14 2013 expressed an unmodified opinion on those consolidated statements
Schaumburg Illinois March 13 2015
STANDARD BANCSHARES INC AND SUBSI DIARIES
ASSETS
Cash and due from banks
CONSOLI DATED BALANCE SHEETS DECEMBER 31 2014 AND 2013
(in thousands except per share data)
Interest bearing deposits in other banks Federal funds sold
Total cash and cash equivalents Investment securities
Securities held-to-maturity (fair value 2014 - $3564 2013 - $1415)
Securities available for sale at fair value Loans held for sale Loans - net Bank premises and equipment - net Bank premises held for sale Other real estate owned Federal Home Loan Bank stock - at cost Cash surrender value of bank owned life insurance Other assets
Total assets
LIABI LITIES AND SHAREHOLDERS EQU ITY
Commitments and Contingency (Note 14 and 16)
Deposits Non interest-bearing Interest bearing
Total deposits Advances from Federal Home Loan Bank Accrued expenses and other liabilities
Total liabilities
Shareholders equity Preferred stock $01 par value 20000000 shares authorized
no shares issued at December 31 2014 and 2013
Common stock $01 par value 80000000 shares authorized 38 188671 voting and 10434045 non-voting shares
issued at December 31 2014 and 2013
Additional paid-in-capital Retained earnings Accumulated other comprehensive income
Total shareholders equity
2014
$ 41292
153809 4375
199476
3888
154394 8274
1744331
60914
1462
16233
3247
48470
47514
$ 2288203
$ 612646
1380926
1993572
15000 13583
2022155
486
176007 89361
194
266048
2013
$ 55046 174019
5 118
234 183
1762
139588
5408
1619995 65782
12930
3143
47033 55426
$ 2185250
$ 536325
1382780
1919 105
14238
1933343
486
175225 75067
1 129
251907
$28203 $ 218(250 Total liabilities and shareholders egdJY _________ ==sectsectsectsect=----sect--------
The accompanying notes are an integral part of the consolidated financial statements 3
STANDARD BANCSHARES INC AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF INCOME YEARS ENDED DECEMBER 31 2014 2013 AND 2012
(in thousands except per share data)
INTEREST INCOME Loans including fees Investment securities
Taxable Exempt from federal income tax
Interest bearing deposits in other banks Federal funds sold
Total interest income
INTEREST EXPENSE Deposits Federal Home Loan Bank advances and short-term borrowings Notes payable
Total interest expense
Net interest income
Provision for credit losses
Net interest income after provision for credit losses
NON-INTEREST INCOME Deposit account income Secondary mortgage income Gains on sale of securities available for sale Other
Total non-interest income
NON-INTEREST EXPENSES Salaries Employee benefits Net occupancy expense FDIC assessment Data processing Legal Professional services OREO expenses Amortization of intangible assets Goodwill impairment Other
Total non-interest expenses
Income (loss) before income taxes
Income tax expense (benefit)
Net income (loss)
Preferred dividends and discount accretion on preferred shares
Net income (loss) applicable to common shareholders
2014
$ 77838
1494 5
556 1
79894
3964 46
4010
75884
2967
72917
4798 3096
611 11925 20430
30065 6498
11921 1932 2729 1607
805 1652
693
10495
68397
24950
10656
14294
$ 14294
2013
$ 75331
1491
630 2
77454
5368 71
293 5732
71722
8751
62971
4577 4824
11 140 20541
29320 6922
11892 1971 2746 1831 1 102 3109
585
10063
69541
13971
5798
8173
1124
$ 7049
The accompanying notes are an integral part of the consolidated financial statements 4
2012
$ 80553
2078 5
626 3
83265
8837 247
2080 11 164
72 101
33384
38717
4421 4906
9945 19272
26096 7911
12636 3240 2424 2486 1034 3452
644 23987 10463
94373
(36384)
(5622)
(30762)
4090
$ (34852)
STANDARD BANCSHARES INC AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS) YEARS ENDED DECEMBER 31 2014 2013 AND 2012
(in thousands)
2014
Net income (loss) $ 14294 $ Other comprehensive income (loss) net of tax
Unrealized (loss) on securities available-for-sale Unrealized holding (losses) during the period (897) Less Reclassification adjustment for gains included
in net income (loss) 611
Other comprehensive (loss) (1508)
Income tax benefit related to other comprehensive income 573
Other comprehensive (loss) after tax (935)
Comprehensive income (loss) $ 13359 $
2013
8173
(7)
(7)
3
(4)
8169
The accompanying notes are an integral part of the consolidated financial statements 5
2012
$ (30762)
(360)
(360)
136
(224)
$ (30986)
STANDARD BANCSHARES INC AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CHANGES JN SHAREHOLDERS EQUITY YEARS ENDED DECEMBER 31 2014 2013 AND 2012
(in thousands except per share data)
Accumulated Additional Other
Preferred Common Paid-In Retained Comprehensive Stock Stock Caeital Earnings Income (loss)
BALANCE JANUARY 1 2012 $ 61533 $ 4464 $ 39208 $ 103497 $ 1357
Net Joss (30762) Other comprehensive loss net of tax (224) Accretion of discount on preferred stock 627 (627) Dividends declared - preferred stock (3463)
BALANCE DECEMBER 31 2012 62160 4464 39208 68645 1133
Net income 8173 Other comprehensive Joss net of tax (4) Change in par value from 238 to 01 per share (4277) 4277 Accretion of discount on preferred stock 840 (840) Dividends declared - preferred stock (911) Preferred Stock exchanged for 13548387
shares of Common Stock (63000) 136 62864 Issued 16316408 additional shares at $465
per share less issuance cost of $7274 163 68435 Stock based compensation 441
BALANCE DECEMBER 31 2013 486 175225 75067 1129
Net income 14294 Other comprehensive loss net of tax (935) Stock based compensation 782
BALANCE DECEMBER 31 2014 $ $ 486 $ 176007 $ 89361 $ 194
The accompanying notes are an integral part of the consolidated financial statements 6
Total
$ 210059
(30762) (224)
3463)
175610
8173 (4)
(911)
68598 441
251907
14294 (935) 782
$ 266048
STANDARD BANCSHARES INC AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS YEARS ENDED DECEMBER 31 2014 2013 AND 2012
(in thousands)
Cash flows from operating activities Net income (loss) Adjustments
Depreciation and amortization Provision for credit losses Provision for deferred income taxes (Gain) loss from sales of investment securities (Accretion) amortization of (discount) premium on investment securities net Originations of loans held for sale Proceeds from sales of loans held for sale Gains from sales of originated loans held for sale (Gain) loss on sale of other real estate owned (Gain) loss from sale of premises and equipment Write down of other real estate owned Stock based compensation expense Bank owned life insurance income Goodwill impairment Net change in other assets Net change in accrued expenses and other liabilities
Net cash provided by operating activities
Cash flows from investing activities Available-for-sale securities
Proceeds from sale of investment securities Proceeds from maturities of investment securities Purchase of investment securities
Held-to-maturity securities Proceeds from maturities of investment securities Purchase of investment securities
Purchase of Federal Home Loan Bank Stock Redemption of Federal Home Loan Bank stock Net change in loans Purchases of bank premises and equipment Proceeds from sale of bank premises and equipment Proceeds from sale of other real estate owned
Net cash (used in) investing activities
Cash flows from financing activities Net change in deposits Repayment on advances from Federal Home Loan Bank Proceeds from Federal Home Loan Bank advances Repayment of note payable Issuance of common stock net of issuance costs Dividends paid - preferred stock
Net cash provided by financing activities
Net change in cash and cash equivalents Cash and cash equivalents - beginning of year
Cash and cash equivalents - end of year
Supplemental cash flow information Interest paid on deposits and other borrowings Income taxes paid
Supplemental schedule of non-cash investing and financing activities Transfer to foreclosed real estate Transfer to premises held for sale
----change-in-parvalue-on-common-stoc Exchange of preferred stock to common stock
2014
$ 14294
5007 2967 7162
(611) (3)
(101863) 100381
(1928) (426) (491)
1154 782
(1437)
339 (655)
24672
6375 97802
(119885)
312 2430)
(104)
(133338) (1406) 1824 2004
(148846)
74467
15000
89467
(34707) 234183
$ 199476
$ 4031 3736
$ 6035 1462
2013
$ 8173
5239 8751 3425
270 (162764) 162033
(2608) (170)
(1) 2913
441 (1437)
4939 (2284) 26920
35918
214
2521 (126716)
(1777) 2
5135 (84703)
135 (23466)
(16 100) 68598 (6026)
23141
(34642) 268825
$ 234183
$ 10170 274
$ 3912
427-7 63000
The accompanying notes are an integral part of the consolidated financial statements 7
2012
$ (30762)
5624 33384 (6928)
334 (205693) 216624
(3620) 136 (18)
2476
(1469) 23987
3245 4268
41588
99963 (134057)
157
12531 (47883)
(2534) 18
4096 67709)
49431 (8615)
40816
14695 254130
$ 268825
$ 9316 138
$ 12108
STANDARD BANCSHARES INC AND SUBSIDIARIES
NOTES TO CONSOLIDATED FI NANCIAL STATEMENTS (in thousands except share data)
Note 1 - Summary of Significant Accounting Policies
The accompanying financial statements are prepared in accordance with generally accepted accounting principles and conform to general practices within the banking industry A summary of the significant accounting policies follows
Nature of Operations
Standard Bancshares Inc (the Company) is a bank holding company whose principal activity is the ownership and management of its wholly-owned subsidiary Standard Bank and Trust Company (the Bank) The Bank generates commercial mortgage and consumer loans and receives deposits from customers located primarily in the Chicago Metropolitan Northwest Indiana and surrounding areas The Bank operates under a state bank charter and provides full banking services As a state bank the Bank is subject to regulation by the Illinois Department of Financial and Professional Regulation and the Federal Deposit Insurance Corporation The Bank has two whol ly-owned subsidiaries One of those subsidiaries is an insurance agency and the other holds other real estate owned and land acquired for potential future development
Principles of Consolidation
The consolidated financial statements include the accounts of Standard Bancshares I nc the Bank and its wholly-owned subsidiaries after elimination of al l material intercompany transactions and balances
Use of Estimates
To prepare financial statements in conformity with accounting principles generally accepted in the U nited States of America management makes estimates and assumptions based on available information These estimates and assumptions affect the amounts reported in the financial statements and the disclosures provided and actual results could differ The allowance for loan losses valuation of other real estate owned evaluation of other intangible assets for impairment deferred tax assets and fair values of financial instruments are particularly subject to change
Investment Securities
Debt securities are classified as held-to-maturity when the Company has the positive intent and ability to hold the securities to maturity Securities held-to-maturity are carried at amortized cost The amortization of premiums and accretion of discounts are recognized in interest income using methods approximating the interest method over the period to maturity
Debt securities not classified as held-to-maturity are classified as available-for-sale Securities availableshyfor-sale are carried at fair value with unrealized gains and losses reported in other comprehensive income Realized gains (losses) on securities available-for-sale are included in other income (expense) and when applicable are reported as a reclassification adjustment net of tax in other comprehensive income Gains and losses on sales of securities are determined on the specific-identification method
Management evaluates securities for other-than-temporary impairment (OTT) on at least a quarterly basis and more frequently when economic or market conditions warrant such an evaluation For securities in an unrealized loss position management considers the extent and duration of the unrealized loss and the financial condition and near-term prospects of the issuer Management also assesses whether it intends to sell or it is more likely than not that it will be required to sell a security in an unrealized loss position before recovery of its amortized cost basis I f either of the criteria regarding intent or requirement to sell is met the entire difference between amortized cost and fair value is recognized as impairment through earnings For debt securities that do not meet the aforementioned criteria the
8
STAN DARD BANCSHARES I NC AND SU BSI DIARIES
NOTES TO CONSOLI DATED FINANCIAL STATEMENTS (in thousands except share data)
Note 1 - Summary of Significant Accounting Policies (Continued)
Investment Securities (Continued)
amount of impairment is split into two components as follows 1) OTII related to credit loss which must be recognized in the income statement and 2) OTII related to other factors which is recognized in other comprehensive income The credit loss is defined as the difference between the present value of the cash flows expected to be collected and the amortized cost basis For equity securities the entire amount of impairment is recognized through earnings
Loans Held for Sale
Mortgage loans originated and intended for sale in the secondary market are carried at the lower of the aggregate cost or fair value as determined by outstanding commitments from investors
Mortgage loans held for sale are generally sold with servicing rights retained Gains and losses on sales of mortgage loans are based on the difference between the selling price and the carrying value of the related loan
Loans
Loans that management has the intent and ability to hold for the foreseeable future or until maturity or payoff are reported at the principal balance outstanding less origination fees - net of costs and an allowance for loan losses Interest income is accrued on the unpaid principal balance Loan origination fees net of certain direct origination costs are deferred and recognized in interest income over the respective term of the loan using the level-yield method without anticipating prepayments
Interest income on mortgage and commercial loans is generally discontinued at the time the loan is 90 days delinquent unless the loan is well-secured and in the process of collection Consumer loans are typically reviewed for charge-off no later than 120 days past due Past due status is based on the contractual terms of the loans Nonaccrual loans and loans past due 90 days still on accrual include both smaller balance homogeneous loans that are collectively evaluated for impairment and individually classified impaired loans In a l l cases loans are placed on nonaccrual or charged off at an earlier date if collection of principal or interest is considered doubtful
All interest accrued but not collected for loans that are placed on nonaccrual or charged off is reversed against interest income The interest on these loans is accounted for on the cash-basis or cost-recovery method until qualifying for return to accrual Loans are returned to accrual status when a l l the principal and interest amounts contractually due are brought current and future payments are reasonably assured
The Bank grants commercial and residential mortgage commercial and consumer loans to customers A substantial portion of the loan portfolio is represented by loans to commercial businesses generally secured by business assets and real estate throughout the Chicago Metropolitan Northwest Indiana and surrounding areas The ability of the Companys debtors to honor their contracts is dependent on the real estate and general economic conditions in this area
Allowance for Credit Losses
The allowance for credit losses is evaluated on a regular basis by management and is based upon managements periodic review of the collectability of the loans in the light of historical experience the nature and volume of the loan portfolio adverse situations that may affect the borrowers ability to repay estimated value of any underlying collateral and prevailing 0conomic conditions The al lowance for loan losses is a valuation a llowance for probable incurred credit losses increased by the provision for loan
9
STANDARD BANCSHARES INC AND SUBSI DIARIES
NOTES TO CONSOLI DATED FINANCIAL STATEMENTS (in thousands except share data)
Note 1 - Summary of Significant Accounting Policies (Continued)
Allowance for Credit Losses (Continued)
losses and recoveries and decreased by charge-off of loans Management believed the estimated allowance for loan losses to be adequate based on known and inherent risks in the portfolio past loan loss experience information about specific borrower situations estimated collateral values economic conditions and other factors Allocations of the allowance may be made for specific loans but the entire allowance is available for any loan that in managements judgment should be charged-off Loan losses are charged against the al lowance when management believes the uncollectability of the loan balance is confirmed
The allowance consists of specific and general components The specific component relates to loans that are individually classified as impaired The general component covers non-impaired loans and is based on a historical migration analysis adjusted for current qualitative environmental factors The Company maintains a loss migration analysis that tracks loan losses and recoveries based on loan type as well as the loan risk grade assignment for commercial loans During 2013 the Company chose to change its methodology for determining the general component of the reserves Previously the portfolio was segmented into four categories and used a straight line three year loss history The Company now uses a migration analysis system that segments the portfolio into six categories incorporates losses by risk grade and the impact of changes in risk grade The system looks at a charge-off and the risk g rade of that loan during the prior eight quarters and then allocates a portion of the loss to the various risk grades The system incorporates charge-offs during the last four eight quarter segments These historical loss percentages are adjusted (both upwards and downwards) for certain qualitative environmental factors including economic trends credit quality trends concentration risks quality of loan review changes in staff and external factors and other considerations This evaluation is inherently subjective as it requires estimates that are susceptible to significant revision as more information becomes available
A loan is impaired when based on current information and events it is believed to be probable that the Company will be unable to collect all amounts due according to the contractual terms of the Joan agreement Loans for which the terms have been modified with no benefit to the Company received and for which the borrower is experiencing financial difficulties are considered troubled debt restructurings (TDRs) and classified as impaired Factors considered by management in determining impairment include payment status collateral value and the probability of collecting scheduled principal and interest payments when due Loans that experience insignificant payment delays and payment shortfalls generally are not classified as impaired Management determines the significance of payment delays and payment shortfalls on a case-by-case basis taking into consideration all of the circumstances surrounding the loan and the borrower including the length of the delay the reasons for the delay the borrowers prior payment record and the amount of the shortfall in relation to the principal and interest owned The Company evaluates impaired loans individually to determine whether or not interest continues to be accrued
All loans with relationship balances exceeding $250000 and an internal risk grading of 6 or worse are evaluated for impairment Generally al l loans over $250000 and on non-accrual will be considered impaired f a loan is impaired a portion of the allowance is al located so that the Joan is reported net at the present value of estimated future cash flows using the loans existing interest rate or at the fair value of collateral less estimated costs to sell if repayment is expected solely from the collateral Large groups of smaller balance homogeneous loans such as consumer and residential real estate loans are collectively evaluated for impairment and accordingly they are not separately identified for impairment disclosures
10
STANDARD BANCSHARES INC AND SU BSIDIARIES
NOTES TO CONSOLIDATED FI NANCIAL STATEMENTS (in thousands except share data)
Note 1 - Summary of Significant Accounting Policies (Continued)
Allowance for Credit Losses (Continued)
While management uses available information to recognize losses on loans further reductions in the carrying amounts of loans may be necessary based on changes in local economic conditions In addition regulatory agencies as an integral part of their examination process periodically review the estimated losses on loans Such agencies may require the Company to recognize additional losses based on their judgments about information available to them at the time of their examination Because of these factors it is reasonably possible that the estimated losses on loans may change materially in the near term However the amount of the change that is reasonably possible cannot be estimated
Transfers of Financial Assets
Transfers of financial assets are accounted for as sales when control over the assets has been relinquished Control over transferred assets is deemed to be surrendered when the assets have been isolated from the Company the transferee obtains the right (free of conditions that constrain it from taking advantage of that right) to pledge or exchange the transferred assets and the Company does not maintain effective control over the transferred assets through an agreement to repurchase them before their maturity
Bank Premises and Equipment
Land is carried at cost Other premises and equipment are carried at cost net of accumulated depreciation Depreciation is computed using the straight-line method based principally on the estimated useful lives of the assets Maintenance and repairs are expensed as incurred while major additions and improvements are capitalized Gains and losses on dispositions are included in current operations
Premises held for sale are carried at the lower of cost or fair value less costs to sell Fair values are based on third-party appraisals of the properties
Mortgage Servicing Rights
When mortgage loans are sold with servicing retained servicing rights are initially recorded at fair value with the income statement effect recorded as income on the sale of loans Fair value is based on market prices for comparable mortgage servicing contracts when available or alternatively is based on a valuation model that calculates the present value of estimated future net servicing income All classes of servicing assets are subsequently measured using the amortization method which requires servicing rights to be amortized into non-interest income in proportion to and over the period of the estimated future net servicing income of the underlying loans
Servicing rights are evaluated for impairment based upon the fair value estimate of the rights as compared to the carrying amount I mpairment is determined by stratifying rights into groupings based on predominant risk characteristics of the underlying loans Such characteristics include loan type loan size interest rate date of origination and loan term Impairment is recognized through a valuation a llowance to the extent that fair value is less than the carrying amount If the Company later determines that a l l or a portion of the impairment no longer exists for a particular grouping a redudion of the a llowance may be recorded as an increase to income The fair value of servicing rights are subject to significant fluctuation as a result of changes in estimated and actual prepayment speeds and default rates and losses For the years ended December 31 2014 2013 and 2012 mortgage servicing rights were determined not to be impaired
1 1
STANDARD BANCSHARES INC AND SUBSIDIARIES
NOTES TO CONSOLI DATED FINANCIAL STATEMENTS (in thousands except share data)
Note 1 - Summary of Significant Accounting Policies (Continued)
Mortgage Servicing Rights (Continued)
Servicing fee income which is reported on the income statement as secondary mortgage income is recorded for fees earned for servicing loans The fees are based on a contractual percentage of the outstanding principal or a fixed amount per loan and are recorded as income when earned The amortization of mortgage servicing rights is netted against secondary mortgage income Servicing fees totaled $969 $878 and $643 for the years ended December 3 1 2014 2013 and 2012 respectively Late fees and ancillary fees related to loan servicing are not material
Other Real Estate Owned
Real estate properties acquired through or in lieu of loan foreclosures are initially recorded at the fair value less estimated selling cost at the date of foreclosure Any write-downs based on the assets fair value at the date of acquisition are charged to the allowance for credit losses After foreclosure valuations are periodically performed by management and property held for sale is carried at the lower of the new cost basis or fair value less cost to sell Impairment losses on property to be held and used are measured as the amount by which the carrying amount of a property exceeds its fair value Costs of significant property
middotimprovements are capitalized whereas costs relating to holding property are expensed The portion of interest costs relating to development of real estate is capitalized Valuations are periodically performed by management and any subsequent write-downs are recorded as a charge to operations if necessary to reduce the carrying value of a property to the lower of its cost or fair value less cost to sell
Federal Home Loan Bank (FHLB) Stock
The Bank is a member of the FHLB Chicago Members are required to own a certain amount of stock based on the level of borrowings and other factors and may invest additional amounts FHLB stock is carried at cost classified as a restricted security and periodically evaluated for impairment based on ultimate recovery of par value When declared cash and stock dividends are recorded as income
Bank Owned Life Insurance
The Company has purchased life insurance policies on certain key executives and officers Bank owned life insurance is recorded at the amount that can be realized under the insurance contract at the balance sheet date which is the cash surrender value adjusted for other charges or other amounts due that are probable at settlement
Goodwill and Other Intangible Assets
Goodwil l resulting from business combinations prior to January 1 2009 represents the excess of the purchase price over the fair value of the net assets of businesses acquired Goodwill resu lting from business combinations after January 1 2009 is generally determined as the excess of the fair value of the consideration transferred plus the fair value of any non-controlling interests in the acquiree over the fair value of the net assets acquired and liabilities assumed as of the acquisition date Goodwill and intangible assets acquired in a purchase business combination and determined to have an indefinite useful life are not amortized but tested for impairment at least annually or more frequently if events and circumstances exists that indicate that a goodwill impairment test should be performed Goodwill totaling $23 987 was fully written off in 2012 Intangible assets with definite useful lives consist of core deposits acquired and are amortized over their estimated useful life of fifteen years to their estimated residual values
12
STANDARD BANCSHARES INC AND SUBSIDIARIES
NOTES TO CONSOLI DATED FI NANCIAL STATEMENTS (in thousands except share data)
Note 1 - Summary of Significant Accounting Policies (Continued)
Derivatives
ASC Topic 815 requires that every derivative instrument be recorded in the balance sheet as either an asset or liability measured at its fair value The guidance requires that changes in the derivatives fair value be recognized currently in earnings unless specific hedge accounting criteria are met The Company provides customers with interest rate swap transactions and offsets the transactions with interest rate swap transactions with inter-bank dealer counterparties Derivative contracts entered into by the Company are limited to those that are treated as non-designated derivative instruments Changes in the fair value of these derivatives are reported in earnings as non interest income
Mot1gage Banking Activities
Commitments to fund individual mortgage loans (interest rate locks) to be sold into the secondary market are taken out on both a best efforts and mandatory basis Mandatory commitments which are not executed are subject to potential pair off fees which reflect the changes in the market value of these commitments should unfavorable rate changes occur The Bank has had a sufficient best efforts commitment pipeline to satisfy any potential fallout of individual mandatory commitments Any pair off fees incurred are not material
Stock-Based Compensation
Compensation cost is recognized for stock options and awards issued to employees based on the fair value of these awards at the date of grant A B lack-Scholes model is utilized to estimate the fair value of stock options Compensation cost is recognized over the required service period generally defined as the vesting period
Income Taxes
Income taxes are provided for the tax effects of the transactions reported in the financial statements and consist of taxes currently d ue plus deferred taxes related primarily to differences between the basis of the a llowance for credit losses other real estate owned non-accrual interest and State net operating loss carryforwards The deferred tax assets and liabilities represent the future tax return consequences of those differences which will either be taxable or deductible when the assets and liabilities are recovered or settled Deferred tax assets and liabilities are reflected at income tax rates applicable to the period in which the deferred tax assets or liabilities are expected to be realized or settled As changes in tax laws or rates are enacted deferred tax assets and liabilities are adjusted through the provision for income taxes The Company files consolidated income tax returns with its subsidiaries
The Company recognizes a tax position as a benefit only if it is more likely than not that the tax position would be sustained in a tax examination including resolution of related appeals or litigation p rocesses The amount recognized is the largest amount of tax benefit that is greater than 50 likely of being realized on examination For tax positions not meeting the more likely than not test no tax benefit is recorded The Company recognizes interest and penalties related to income tax matters in income tax expense
Comprehensive Income
Comprehensive income consists of net income and other comprehensive income Other comprehensive income includes unrealized gains and losses on securities available for sale which are also recognized as separate components of equity
13
STANDARD BANCSHARES INC AND SUBSI DIARIES
NOTES TO CONSOLI DATED FI NANCIAL STATEMENTS (in thousands except share data)
Note 1 - Summary of Significant Accounting Policies (Continued)
Trust Assets and Fees
Assets held in a fiduciary or agency capacity are not included in the consolidated balance sheets since such items are not assets of the Company_ Income from trust fees is recorded when received This income does not differ materially from trust fees computed on an accrual basis
Cash Flows
The Company considers al l cash and due from banks cash advanced under ATM funding agreements interest-bearing deposits in other banks and federal funds sold to be cash equivalents for the purposes of the statements of cash flows
Reclassification
Certain reclassifications have been made in the prior year financial statements to conform with the current year presentation with no effect on net income or shareholders equity
New Accounting Pronouncements
In January of 2014 the Financial Accounting Standards Board (FASB) issued guidance to clarify when an in substance repossession or foreclosure occurs and an entity is considered to have received physical possession of the residential real estate property such that a loan receivable should be derecognized and the real estate property recognized Additionally the guidance requires interim and annual disclosure of the amount of foreclosed residential real estate property held by the entity and the recorded investment in consumer mortgage loans collateralized by residential real estate property that are in the process of foreclosure according to local requirements of the applicable jurisdiction The guidance is effective for annual and interim periods beginning after December 15 2014 and can be applied retrospectively or prospectively Management does n ot expect the adoption of this guidance will materially impact the Companys financial condition resu lts of operations or liquidrty_
In January 2014 the FASB amended existing guidance to eliminate the effective yield election and to 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 Disclosures for a change in accounting principle are required upon transition The amendment is effective for annual and interim periods beginning after December 15 2014 Adoption of this standard is not expected to have a material effect on the Companys financial condition or results of operations
Subsequent Events
Management reviewed subsequent events for recognition and disclosure through March 13 2015 which is the date the financial statements were available to be issued_
14
STANDARD BANCSHARES INC AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (in thousands except share data)
Note 2 - Cash and Cash Equivalents
The Companys banking subsidiary is required by the Federal Reserve Bank to maintain certain average cash reserve balances The required reserve balance at December 31 2014 and 2013 was $1 7889 and $ 1 7 395 respectively
The nature of the Companys business requires that it maintain amounts due from banks federal funds sold and interest-bearing deposits in other banks which at times may exceed federally insured limits Management monitors these correspondent relationships and the Company has not experienced any losses in such accounts
Note 3 - Investment Securities
Carrying amounts and fair values of investment securities were as follows
December 3 1 2014 December 31 2013 Gross Gross Gross Gross
Amortized Unrealized Unrealized Fair Amortized Unrealized Unrealized Fair Cost Gains Losses Value Cost Gains Losses Value
Held-to-maturity
Mortgage-backed $ 266 $ 18 $ $ 284 $ 378 s 25 $ - $ 403 securlties - residential
States and political subdivisions 2230 2230
Trust preferred security 1 392 (342) 1 050 1384 372) 1012
Total held-to-maturity 3888 18 (342) 3564 1762 25 (372) 1 415
Available-for-sale US g overnment-sponsored 1 46410 72 (1 75) 1 46307 1 24245 186 124431
entities and agencies
Mortgage-backed securities - residential 3436 232 3668 1 1287 916 12203
Equity securtties 4235 184 441 9 2235 735 (16) 2954
Total available-for-sale 154081 488 (175) 154394 137767 1837 (16) 139588
Total investment securities $157969 $506 $(517) S157958 $1 39529 $1862 $ (388) $141 003
15
STANDARD BANCSHARES INC AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (in thousands except share data)
Note 3 - Investment Securities (Continued)
The amortized cost and fair value of debt securities at December 31 2014 by contractual maturity are shown below Maturities may differ from contractual maturttie in mortgage-backed securities -residential because the mortgages underlying the securities may be called or repaid without any penalties Equity securities have no maturity therefore these securities are not included in the maturity categories in the following summary
Amounts maturing in
One year or less After one year through five years After five years through ten years Over ten years Mortgage-backed securities - residential Equity securities
Total
Securities Held-to-maturity
Amortized Fair Cost Value
$2155 $2155 75 75
1392 1050 266 284
3 888 3 564
Securities Avaiiable-for-sale
Amortized Fair Cost Value
$ 33447 $ 33486 112963 112821
3436 3668 4 235 4 419
154 081 154 394
Equity securities include $4027 of Community Reinvestment Act (CRA) eligible mutual funds and $392 in Fannie Mae and Freddie Mac preferred stock
The proceeds from sales of securities available-for-sale and the associated gains and losses are listed below for the year ended 2014
Proceeds
Gross gains Gross losses
There were no sales of securities in 2013 or 2012
$6375
611
Investment securities with a carrying value of $115645 and $135656 at December 31 2014 and 2013 respectively were pledged to secure public deposits short-term borrowings and for other purposes required or permitted by law
Information pertaining to securities with gross unrealized losses at December 31 2014 and 2013 aggregated by investment category and length of time that individual securities have been in a continuous loss position follows
16
STANDARD BANCSHARES INC AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (in thousands except share data)
Note 3 - Investment Securities (Continued)
Less Than 1 2 Months
December 31 201 4
Held-to-maturity Trust preferred security
Available-for-sale US government-sponsored
entities and agencies
Fair Value
$
$76908
Gross Unrealized
Losses
$
$(1 75)
1 2 Months or Greater
Fair Value
$ 1 050
$
Gross Unrealized
Losses Fair Value
$(342) $ 1 050
$ $76908
Total Gross
Unrealized Losses
$ (342)
$ (1 75)
Less Than 1 2 Months 1 2 Months or Greater Total Gross Gross Grnss
Fair Unrealized Unrealized Unrealized December 31 2013 Value Losses Fair Value Losses Fair Value Losses
Held-to-maturity Trust preferred security $ $ $ 1 012 $(372) $ 1 0 1 2 $ (372)
Available-for-sale Equity securities $1 984 $ (1 6) $ $ $ 1 984 $ (1 6)
Management evaluates securities for other-than-temporary impairment at least on a quarterly basis and more frequently when economic or market concerns warrant such evaluation Consideration is given to (1) the length of time and the extent to which the fair value has been less than cost (2) the financial condition and near-term prospects of the issuer and (3) the intent and ability of the Company to retain its investment in the issuer for a period of time sufficient to allow for any anticipated recovery in fair value
The Company had seventeen securities in a loss position at December 31 2014 One security is a trust preferred security with an amortized cost of $1 392 and an unrealized loss of $342 The other sixteen securities are government sponsored entity and agency securities with an amortized cost of $77083 and an unrealized loss of $175
The unrealized loss on the trust preferred security and government-sponsored entities and agencies were related to changes in interest rates and illiquidity in the financial services industry Management has evaluated the prospects of the issuer in relation to the severity and duration of the impairment Based on that evaluation and managements ability and intent to hold those investments for a reasonable period of time sufficient for a forecasted recovery of fair value management does not consider those investments to be other-than-temporarily impaired at December 31 201 4
17
STANDARD BANCSHARES INC AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (in thousands except share data)
Note 4 - Loans
Major Classifications of loans are as follows
Construction and land development Commercial Commercial real estate non-owner occupied Commercial real estate owner occupied Residential real estate Consumer
Total
Origination fees - net of costs Allowance for credit losses
Loans net
201 4 $ 110343
449341 427043 569269 1 18612
97066
1 771 674
( 1 023) (26320)
$1744331
2013 $ 140294
324898 4 1 9775 550900 1 1 7 343 1 08664
166 1 874
(984) (40895)
$161 9995
Construction loans are generally based upon estimates of the cost and value associated with the construction of the property Construction loans often involve the disbursement of substantial funds with repayment primarily dependent upon the success of the completed project Sources of repayment for these types of loans may be permanent loans from long-term lenders or sales of developed property Generally these loans have a higher risk profile than other real estate loans due to their repayment being sensitive to real estate values interest rate changes governmental regulations of real property demand and supply of similar projects the availability of long term financing and changes in general economic condition
Commercial loans are primarily lines of credit and equipment loans that are secured by accounts receivable inventory fixed assets and sometimes with real estate These loans are repaid through the operating cash flow of the company The increase in commercial loans was due to generally improved business activity resulting from the stabilizing economy and our focus on generating growth in this category of lending in order to better diversify our commercial portfolio Commercial loans are underwritten after evaluating and understanding the borrowers ability to operate its business
Underwriting standards are designed to ensure repayment of loans and mitigate loss exposure As part of the underwriting process the Company examines current cash flows to determine the ability of the borrower to repay its obligations as agreed Commercial loans are primarily made based on the identified cash f lows of the borrowers and secondarily on the underlying collateral provided by the borrower
Commercial real estrite locins consisted primarily of loans to business owners and developersinvestors in owner and non-owner occupied commercial properties The Company classifies the properties into owner-occupied which represents loans where more than 50 of the rental income is from the owner of the property or a related company and non-owner occupied represents loans where less than 50 of the rental income is from the owner of the property Non-owner occupied can include 5-unit or more apartment buildings retail office buildings hotels warehouse and industrial properties Repayment will come from the rental income paid by the tenants or owner Commercial real estate loans are subject to underwriting standards and processes similar to commercial loans in addition to those standards and processes specific to real estate Commercial real estate lending typically involves higher loan principal amounts and the repayment of the loans is largely dependent upon the successful operation of the property securing the loan or the business conducted on the property securing the loan Commercial real estate loans may be more adversely affected by conditions in the real estate market or in the general economy The properties securing the Companys commercial real estate portfolio are diverse in terms
1 8
STANDARD BANCSHARES INC AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (in thousands except share data)
Note 4 - Loans (Continued)
of type and geographic location within our market area Management monitors and evaluates real estate loans based on cash flow collateral location and risk grade criteria
The residential real estate portfolio consists of 1-4 family first lien loans secured by the borrowers home and are generally within our market area Any loans outside our market area are to customers with homes or businesses in our market areas
The consumer loans consist of loans to individuals for consumer purposes home equity loans home equity lines of credit and second mortgages Consumer loans are centrally underwritten utilizing various loan policy guidelines that take into consideration the borrowers ability to repay and the collateral offered
At December 31 2014 and 2013 certain officers directors and companies in which they have beneficial ownership were indebted to the Bank in the aggregate amount of $32267 and $36457 respectively During 2014 no new loans were made to such related parties and net repayments on existing loans amounted to $4 1 90 During 2013 new loans made to such related parties amounted to $389 and net repayments on existing loans amounted to $2082
19
STANDARD BANCSHARES INC AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (in thousands except share data)
Note 4 - Loans (Continued)
All owance fo r Credit L osses
Following is a summary of the activity in the allowance for credit losses
Commercial Commercial Real Estate Real Estate Non-owner Owner Residential
December 31 2014 Construction Commercial Occu12ied Occu12ied Real Estate Consumer Total
Allowance for loan losses
Beginning balance $ 16575 $ 2072 $ 3390 $ 1 2255 $ 3545 $ 3057 $ 40895
Provision for credit losses (1 945) 1981 5370 (3859) 193 1 228 2967
Loans charged-off (1 1 039) ( 1 717) (4247) (2632) (475) (994) (211 04)
Recoveries 2 833 _llsect 200 __sectQ __fil1_ 3 562
Total ending allowance balance $_JJA23 L2A28 $_A79j_ $ 5 955 $ 3 323 $ 26 320
Commercial Commercial Real Estate Real Estate Non-owner Owner Residential
December 31 2013 Construction Commercial Occu12ied 0CCUQied Real Estate Consumer Total
Allowance for loan losses
Beginning balance $17755 $ 4168 $ 1 3052 $ 18109 $ 3317 $ 2805 $ 59206
Provision for credit losses 6401 (724) (839) 2310 742 861 8751
Loans charged-off (7635) (1472) (1 0720) (8237) (515) (659) (29238)
Recoveries _M __jQQ ---1sectfil 74 __ 1 -2Q --2J1sect Total ending allowance balance $16 57S $2J)72 $ 3 390 $ 12 256 L351s UD57 $ 40 895
Commercial Commercial Real Estate Real Estate Non-owner Owner Residential
December 31 2012 Construction Commercial Occu12ied 0CCUQied Real Estate Consumer Total
Allowance for loan losses
Beginning balance $13016 $ 3214 $ 5275 $ 11620 $ 1975 $ 1860 $ 36960
Provision for credit losses 791 6 4614 8620 6815 3149 2270 33384
Loans charged-off (6354) (3937) (917) (401) (1841) (1362) (14812)
Recoveries ---11lZ _____fl_ 74 75 ___M ___E 3 674
Total ending allowance balance $1L155 $A1fill iil3 052 gt rn ms $ 3 3JZ $ 2 605 $ 59 206
20
STANDARD BANCSHARES INC AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (in thousands except share data)
Note 4 - Loans (Continued)
The following tables present the balance of the allowance for loan losses and the recorded investment in loans by portfolio segment and based on impairment method
December 31 201 4
Allowance for Joan losses
Ending balance individually evaluated for impainnent
Ending balance collectively evaluated for impainnent
Total ending allowance
Loans Ending balance individually evaluated
for impainnent Ending balance collectively evaluated
for impainnent
Total ending loan balances
Oecember 31 2013
Allowance for loan losses
Ending balance individually evaluated for impainnent
Ending balance collectively evaluated for impainnent
Total ending allowance
Loans Ending balance individually evaluated
for impainnent Ending balance collectively evaluated
for impainnent
Total ending Joan balances
Construction
s 5136
1 287
_$ 6 423
$ 20252
90 091
$jj0 343
Construction
$ 14662
1 913
_$ J6 szs
$ 35249
1 05 045
S140 29plusmn
Commercial
$ 601
1 827
_$ 2 428
$ 871
448470
$449 34j
Commercial
$ 461
1 6 1 1
$ 2 OZ2
$ 2294
322604
$32plusmn 888
2 1
Commercial Real Estate Non-owner Occupied
$ 1 373
3 41 8
$ 4Z9J
$ 1 5345
411 698
$427 043
Commercial Real Estate Non-owner Occupied
$ 1 865
1 525
$ 3 390
$ 1 5176
404 599
$4J9 ZZ5
Commercial Real Estate
Owner Occupied
$ 5 1 6
5 449
_$ 5 965
$ 6706
562563
$569 269
Commercial Real Estate
Owner Occupied
$ 3331
8 925
$ j2 256
$ 1 7201
533699
$550 900
Residential Real Estate
$ 1 665
1 658
$ 3 323
$ 5795
1 1 2817
$118 612
Residential Real Estate
$ 1 496
2 049
$ 3 545
$ 3799
1 1 3 544
S1H 343
Consumer Total
s 2 160 s 1 1 451
1 230 14 869
_$ 3 GO $ 76320
s 4377 $ 53346
92689 1 71 8328
_$ 97 066 $j Vj 674
Consumer Total
s 1 334 $ 23149
1 723 17 746
$ 3 057 $ 40 895
$ 3592 $ 77311
1 0 5072 1 584 563
S10B 664 S1 661 8Z4
STANDARD BANCSHARES INC AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (in thousands except share data)
Note 4 - Loans (Continued)
The following tables present loans individually evaluated for impairment by class of loans
Unpaid Allowance for Average Principal Recorded Loan Losses Recorded
December 31 2014 Balance Investment Allocated Investment
Wrth no related allowance recorded Construction $1 4349 $ 2200 $ $ 2824
Commercial 1 866 266 623
Commercial real estate non-owner occupied 12128 1 0392 1 1 282
Commercial real estate owner occupied 1 0541 3771 3617
Residential real estate 999 999 1 1 58
Consumer 2 557 ____1MQ --- -----1m Subtotal $42440 $1 91 87 _$ __
- $20780
With an allowance recorded
Construction $24344 $1 8052 $5 136 $27023
Commercial 605 605 601 1 498
Commercial real estate non-owner occupied 7149 4953 1 373 4132
Commercial real estate owner occupied 3163 2935 5 1 6 8607
Residential real estate 4796 4796 1 665 3736
Consumer _____bill_ _____bill_ ____lJ_sectQ 2 997
Subtotal $42875 $34159 $1 1 451 $47993
Construction $38693 $20252 $5136 $29847
Commercial 2471 871 601 2121
Commercial real estate non-owner occupied 1 9277 1 5345 1 373 1 5414
Commercial real estate owner occupied 1 3704 6706 5 1 6 1 2224
Residential real estate 5795 5795 1 665 4894
Consumer 5 375 4 377 ____lJ_sectQ 4 273
Total $1U51 S6JUL1
22
Interest Income
Recognized
$ 460
69
361 2 1 9
5 1
___g $ 11 92
$ 325 1 1
72
1 1 5
1 20
$ 676
$ 785
80
433
334
1 71
-----2i $1 868
STANDARD BANCSHARES INC AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (in thousands except share data)
Note 4 - Loans (Continued)
Unpaid Allowance for Average Interest
Principal Recorded Loan Losses Recorded Income December 31 201 3 Balance Investment Allocated Investment Recognized
With no related allowance recorded Construction $ 3440 $ 2790 $ $ 6783 $ 1 5
Commercial 1 761 1 761 1 828 76
Commercial real estate non-owner occupied 9051 9051 1 0068 410
Commercial real estate owner occupied 3664 341 3 1 368 84
Residential real estate 1 284 1 284 1 254 26
Consumer 1 477 ------1Jn --- ____1dQsect_ ___2Q Subtotal $20677 $1 9426 L____ $22809 LJill
With an allowance recorded
Construction $41 71 0 $32459 $1 4662 $32 188 $ 671
Commercial 533 533 461 499 6
Commercial real estate non-owner occupied 6125 6125 1 865 1 1 128 45
Commercial real estate owner occupied 20172 1 3788 3331 1451 6 318
Residential real estate 25 1 5 251 5 1 496 2170 1 01
Consumer 2 465 2 465 Subtotal $73520 $57885 $23149 $62354 llill
Construction $45150 $35249 $14662 $38971 $ 686 Commercial 2294 2294 461 2327 82
Commercial real estate non-owner occupied 1 5176 1 5176 1 865 21 1 96 455
Commercial real estate owner occupied 23836 17201 3331 15884 402
Residential real estate 3799 3799 1 496 3424 1 27
Consumer 3 942 3592 3 361 ___sectpound Total $M1_9Z $77 311 $23 149 $ll_5_1fill $1 814
23
STANDARD BANCSHARES INC AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (in thousands except share data)
Note 4 - Loans (Continued)
Unpaid Allowance for Average Interest
Principal Recorded Loan Losses Recorded Income December 31 2012 Balance I nvestment Allocated I nvestment Recognized
With no related allowance recorded Construction $ 2712 $ 1 819 $ $ 3600 $ 346
Commercial 1 763 1 410 1 931 7
Commercial real estate non-owner occupied 1 448 1 448 2451 1 5
Commercial real estate owner occupied 2238 2238 9805 60
Residential real estate
Consumer ---1Jlllli - ---1Jm --- ---
Subtotal $1 0056 $ 741 3 L___ $1 9690
With an allowance recorded Construction $43737 $ 39645 $12359 $45048 $ 455
Commercial 270 270 271 276
Commercial real estate non-owner occupied 27925 27489 1 1 777 20670 709
Commercial real estate owner occupied 4584 4584 1 782 4252 88
Residential real estate 3824 1 622 802 3842 88
Consumer 2885 ____LlQsect ______lQg Subtotal $83225 $ 7481 6 $27300 $76986 $ 1 373
Construction $46449 $41 464 $1 2359 $48648 $ 801 Commercial 2033 1 680 271 2207 7
Commercial real estate non-owner occupied 29373 28937 1 1 777 23121 724
Commercial real estate owner occupied 6822 6822 1 782 14057 148
Residential real estate 3824 1 622 802 3842 88
Consumer 4 780 1 704 ______lQg _isectQ1 ___TI Total Sfil281 $R222_9_
Interest income recognized includes interest accrued and collected on the outstanding balances of accruing impaired loans as well as interest cash collections on non-accruing loans and impaired loans for which the ultimate collectability of principal is not certain
24
STANDARD BANCSHARES INC AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (in thousands except share data)
Note 4 - Loans (Continued)
The following is an analysis of the age of the recorded investment in past due and nonaccrual Joans
December 31 2014
Construction
Commercial Commercial real estate
non-owner occupied Commercial real estate
owner occupied Residential real estate
Consumer
Total
December 31 201 3
Construction
Commercial Commercial real estate
non-owner occupied Commercial real estate
owner occupied
Residential real estate
Consumer
Total
Credit Qu ality Indicators
30-59 days
$ 398
714
122 726
1 457
30-59 days
$
1 89
41
61
907
_____sectQl_ $2 061
90 days or more past
due and 60-89 days accruing
$ 72 $
1 53
290 533
1 1 5 944 1 5
_filsect ___fil_ S2115 $_Z1fi
90 days or more past due and
60-89 days occruing
$ 672 $
66
770
395 1 9
886 248
-11sect _____sect $2 907 $_3j_Q
Total Past Current Non-accrual Due Loans Total
$20252 $20722 $ 89621 $ 1 1 0343
871 1 738 447603 449341
7291 81 1 4 41 8929 427043
26 1 2 2849 566420 569269 6424 8109 1 1 0503 1 1 861 2
4 039 6235 90 831 97 066
$41 489_ $1 723 907 $1 V1 674
Total Past Current Non-accrual Due Loans Total
$1 7361 $18033 $ 1 22261 $ 1 40294
479 734 324164 324898
6230 7041 412734 41 9775
131 08 13583 537317 550900
551 8 7559 1 09784 1 1 7343
4 1 76 5200 1 03 464 1 08 664
$52 150 $1 609 724 $1 661 874
The Company categorized its non-homogenous Joans into risk categories based on relevant information about the ability of borrowers to service the debt such as among other factor$ current financial information historical payment experience credit documentation public information and current economic trends The Company analyzes loans individually by classifying the Joan as to credit risk This analysis is done annually on a Joan by loan basis The Company uses the following definitions for classified risk ratings
Pass Loans classified as Pass are considered to be performing Joans that have adequate cash flow andor collateral based upon our underwriting process
Special Mention Loans classified as special mention have a potential weakness that deserves managements close attention If left uncorrected these potential weaknesses may result in deterioration of the repayment prospects for the Joan or of the institutions credit position at some future date
25
STANDARD BANCSHARES INC AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (in thousands except share data)
Note 4 - Loans (Continued)
Substandard Loans designated as substandard are inadeq uately protected by the current net worth and paying capacity of the obligor or the collateral pledged if any Loans have a wellshydefined weakness or weaknesses that jeopardize the liquidation of the debt They are characterized by the distinct possibility that the Bank will sustain some loss if the deficiencies are not corrected
Performing Not Rated Loans classified as Performing Not Rated are considered to be performing loans at the time of u nderwriting but historically ones in which we do not obtain updated financial information after the loans are originated These are generally consumer loans first mortgage home loans and home equity loans
Loans not meeting the criteria above are analyzed individually as part of the above described process and are considered to be unclassified loans Based on the most recent analysis perfornied the loan risk classifications are as follows
Special Performing December 31 2014 Pass Mention Substandard Not Rated Total
Construction $ 80127 $ 7719 $ 21249 $ 1 248 $ 1 1 0343
Commercial 442867 4915 1 559 449341
Commercial real estate non-owner occupied 399762 1 8880 8401 427043
Commercial real estate owner occupied 531 31 5 27295 1 0659 569269
Residential real estate 29747 1 1 9 8250 80496 1 1 8612
Consumer 8 91 0 312 5 939 81 905 97 066
Total $1 192 728 $ 59240 $ 56 057 SJ63 649 S1 ZZJ 6H
Special Performing December31 2013 Pass Mention S ubstandard Not Rated Total
Construction $ 90330 $ 9396 $ 37394 $ 3174 $ 1 40294
Commercial 309074 1 0445 4489 890 324898
Commercial real estate non-owner occupied 400738 10570 8467 419775
Commercial real estate owner occupied 502095 1 0840 37965 550900
Residential real estate 3567pound 1 09 7881 73677 1 17 343
Consumer 9 099 -----1fill 7 828 89 826 1 08664
Total SJ 47 OJ2 M32Z1 $104 021 S167 567 $1 661 871
The Bank considers the performance of the loan portfolio and its impact on the allowance for loan losses For residential and consumer loan classes the Bank evaluates credit q uality based on the payment and aging status of the loan Payment status is reviewed on a q uarterly basis with respect to determining adequacy of the allowance for Joan losses
26
STAN DARD BANCSHARES INC AND SUBSI DIARIES
NOTES TO CONSOLI DATED FI NANCIAL STATEMENTS (in thousands except share data)
Note 4 - Loans (Continued)
Tro ubled Debt Restructurings (TOR)
Loans classified as TD Rs totaled $1 8541 as of December 31 201 4 of which $1 5665 were performing and $2876 were on non-accrual loans classified as TDRs totaled $1 8095 as of December 31 201 3 of which $1 6596 were performing and $1 499 were on non-accrual
The Bank has allocated $1 797 and $ 1 3 1 4 in specific reserves to customers whose loan terms have been modified in troubled debt restructurings as of December 31 201 4 and 201 3 The Bank has committed to lend additional amounts of $45 and $26 as of December 31 201 4 and 201 3 to customers with outstanding loans that are considered to be troubled debt restructurings These loans involved the restructuring of terms to allow customers to mitigate the risk of foreclosure or default by meeting a lower loan payment requirement based upon their current cash flow These may also include loans that renewed at existing contractual rates but below market rates for comparable credit For commercial loans these m odifications typically include a lowering of the interest rate on the loan In some cases the modification will include separating the note into two notes with the first note structured to be supported by current cash flows and collateral and the second note made for the remaining unsecured debt The second note is charged off immediately and collected only after the first note is paid in full This modification type is commonly referred to as an A-B note structure For consumer mortgage loans the restructuring typically includes a lowering of the interest rate to provide payment and cash flow relief For each restructuring a comprehensive credit underwriting analysis of the borrowers financial condition and prospects of repayment under the revised terms is performed to assess whether the structure can be successful and that cash flows will be sufficient to support the restructured debt Anmiddot analysis is also performed to determine whether U1e restructured loan should be on accrual status Generally if the loan is on accrual at the time of restructure it will remain on accrual after the restructuring In some cases a nonaccrual loan may be placed on accrual at restructuring if the loans actual payment h istory demonstrates it would have cash flowed under the restructured terms After six consecutive payments under the restructured terms a nonaccrual restructured loan is reviewed for possible upgrade to accruing status
As with other impaired loans an al lowance for loan loss is estimated for each TOR based on the most likely source of repayment for each loan For impaired loans secured by real estate that are collateral dependent the allowance is computed based on the fair value of the underlying collateral For impaired loans where repayment is expected from cash flows from business operations the allowance is computed based on a discounted cash flow computation
27
STANDARD BANCSHARES INC AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (in thousands except share data)
Note 4 - Loans (Continued)
Troub led Debt Restructurings (TOR) (Continued)
The following table presents loans by c lass modified as troubled debt restructurings that occurred during the years ended December 31 2014 and 2013
Pre- Post-modification modification
Number outstanding outstanding 2014 of loans recorded recorded
investment investment Construction 1 $ 706 $ 813 Commercial real estate owner occupied 2 483 564 Residential real estate 3 1206 1 206 Consumer 5 563 563
Total 11 $2958 $3146
2013 Commercial real estate non-owner occupied 3 $14371 $ 8 670 Commercial real estate owner occupied 3 3505 3581 Commercial 2 1758 1804 Residential real estate 1 403 403
Total 9 $20037 $1 4458
The troubled debt restructurings modified in 2014 and 2013 described above increased the allowance for credft losses by $784 and $317 and did not result in any post-modification charge offs during the years ended December 31 2014 and 2013 respectively
28
STAN DARD BANCSHARES I NC AND SUBSIDIARI ES
NOTES TO CONSOLI DATED FI NANCIAL STATEMENTS (in thousands except share data)
Note 4 - Loans (Continued)
Tro uble d Debt R estructurings TOR ) (Continued)
The following table presents troubled debt restructurings by class and type of modification that occurred during the years ended December 31 2014 and 2013
AB Note Rate Restructure Reduction
2014 Construction $ $ -
Commercial real estate owner occupied 48
Residential Real Estate Consumer 218
Total $ $266
AIB Note Rate Restructure Reduction
2013 Commercial real estate non-
owner occupied $13901 $ 470 Commercial real estate
owner occupied 3073 Commercial 1758 Residential Real Estate 403
Total $13901 $5704
29
Rate Reduction
To Pay amp Advance Taxes of Funds
$ $ 706
435
$435 $ 706
Rate Reduction
To Pay amp Advance Taxes of Funds
$ $
432
$432 $
I nterest Only
Period
$
1206 345
$1551
I nterest Only
Period
$
$
Total
$706
483 1206
563 $2958
Total
$14371
3505 1758
403 $20037
STANDARD BANCSHARES I NC AND SUBSI DIARIES
NOTES TO CONSOLI DATED FINANCIAL STATEMENTS (in thousands except share data)
Note 4 - Loans (Continued)
Troubled Deb t Restru cturings (TOR) (Continued)
The following table presents loans by class modified as troubled debt restructurings for which there was a payment default within twelve months fol lowing the modification during the year ended December 3 1 2014 There were no payment defaults within twelve months following the modification during the year ended December 31 201 3
2014 Commercial
N umber of loans
1
Recorded Investment
$1 600
The troubled debt restructurings that subsequently defaulted in 2014 described above increased the allowance for credit losses by $233 during the year ended December 31 2014 In 2013 there were no troubled debt restructurings for which there was a payment default within twelve months following the modification The troubled debt restructurings resulted in $1600 of charge offs during the year ended December 31 201 4 The troubled debt restructurings did not result in any charge offs during the year ended 2013
Note 5 - Mortgage Servicing Rights
Following is a summary of the activity for mortgage servicing rights
Beginning balance Costs capitalized Accumulated amortization
Ending balance
2014 $ 2726
544 (835)
$ 2 435
2013 $ 2169
1 339 (782)
$ 2 726
2012 $ 1525
1434 (790)
$ 2 169
The aggregate fair value of mortgage servicing rights is based on fundamental analysis and the present value of expected future cash inflows In estimating fair value assumptions have been made regarding prepayment default and interest rates Mortgage servicing rights do not trade in an active market with readily observable prices The Company uses an independent third party to determine the fair value of mortgage servicing rights by estimating the fair value of the future cash flows associated with the mortgage loans being serviced Key economic assumptions used in measuring the fair value of mortgage servicing rights include but are not limited to prepayment speeds discount rates delinquencies and costs to service
A fair market estimate was completed by an independent third party in November 201 4 to determine the amount at which the asset could be exchanged in a current transaction between willing parties other than in a forced liquidation or sale Fair value was estimated based in part on the discounted future cash flows estimated to be received The evaluation used a discount rate for each pool of loan servicing rights which is intended to represent the estimated market yield and estimated cash flow for each pool of servicing rights by utilizing an assumed prepayment speed based on the characteristics of each pool No assurance can be given that the actual prepayments will conform to the prepayment speeds assumed The calculated fair value was compared to market values where possible to ascertain the reasonableness of the valuation in relation to the current market expectations
Mortgage servicing rights outstanding Estimated fair value as a percentage of loans serviced Principal value of loans serviced Estimated fair value of servicing rights outstanding
30
201 4 $ 2435
083 $394217 $ 3272
201 3 $ 2726
083 $382221 $ 3 1 72
STANDARD BANCSHARES INC AND SUBSIDIARIES
NOTES TO CONSOLI DATED FINANCIAL STATEMENTS (in thousands except share data)
Note 6 - Premises and Equipment
Major classifications of these assets are summarized as follows
Land Bank premises Furniture and equipment
Accumulated depreciation Premises and equipment - net
2014 $ 21 699
58 179 31 388
1 1 1 266 (50352)
$ 609 14
201 3 $ 2361 0
69 1 33 44467
1 3721 0 (71 428)
$ 65782
Depreciation expense amounted to $3479 $3668 and $3949 in 2014 201 3 and 2012 respectively_
The Company sold land buildings and vehicles for total proceeds of $1 824 $2 and $1 8 resulting in gross gains on sales of $49 1 $1 and $ 1 8 in the years ending December 3 1 2014 201 3 and 201 2 respectively
In December 2014 the Company signed a definitive agreement to enter into a sale-leaseback of land and buildings for two of its locations The Company designated $ 1 462 of premises as held for sale No write-down was taken at the time of transfer as the assets were anticipated to be sold at a gain In February 2015 the Company closed on a transaction a portion of the gain on sale was recognized in non-interest income The remaining gain was deferred and will be amortized into non-interest income over the lease term
Note 7 - Other Real Estate Owned
Activity in other real estate owned is summarized as followsmiddot
Beginning balance Acquired through or in lieu of foreclosure Proceeds from sales Gain (loss) on sales Write down on other real estate owned
Ending Balance
2014 $ 1 2 930
6 035 (2004)
426 ( 1 1 54)
$1 6233
2013 $1 6896
3 912 (51 35)
170 (2913)
$1 2930
201 2 $ 1 1 496
1 2 1 08 (4096)
(1 36) (2476)
$ 1 6 896
Operating expenses associated with other real estate owned net of write-downs on other real estate owned were $498 $1 96 and $976 in 2014 201 3 and 201 2 respectively
Note 8 - Intangibles
Core deposits Accumulated amortization Core deposits net
2014 2013
$ 8946 (7798)
$ 1 148
$ 8946 (7 1 05)
$ 1 841
Amortization expense amounted to $693 $789 and $885 in 2014 2013 and 20 12 respectively Core deposit intangibles are amortized over an estimated life of fifteen years
middot----- l n-201-2-the-Gompany-reGorded-a-ful l-write-down-of-$239g7-of-goodwill-as-it-was-determined-t0-be--shy
impaired_
3 1
STAN DARD BANCSHARES INC AND SUBSI DIARIES
NOTES TO CONSOLI DATED FI NANCIAL STATEMENTS (in thousands except share data)
Note 9 - Bank Owned Life Insurance
The Bank acquired life insurance policies through prior bank acquisitions and by direct purchase At December 3 1 2014 and 2013 the cash surrender value of these policies was $48470 and $47033 respectively No additional l ife insurance was purchased during 2014 or 2013
Note 10 - Deposits
Deposits at December 3 1 2014 and 2013 by major category are as follows
Demand deposits Non-interest-bearing Interest-bearing
Total demand deposits Savings deposits Time deposits Brokered deposits
Total deposits
2014
$ 612646 492 799
1 1 05445 374142 405857 1 08 1 28
$1 993 572
201 3
$ 536325 525 145
1 061 470 36341 8 427815
66 402
$1 91 9 1 05
The aggregate amount of deposits reclassified as loans (overdrafts) amounted to $2548 and $2781 at December 3 1 2014 and 201 3 respectively
Time deposits that met or exceed the FDIC insurance limit of $250 at year-end 201 4 and 2013 were $1 1 0 1 77 and $92681 respectively
At December 3 1 2014 scheduled maturities of certificates of deposit including brokered deposits are as follows
201 5 2016 2017 201 8 201 9 2020 and thereafter
$408455 65585 1 9838
9830 1 0277
$513 985
Deposits from related parties totaled $33614 and $32595 at December 31 2014 and 201 3 respectively
32
STANDARD BANCSHARES INC AND SU BSI DIARIES
NOTES TO CONSOLI DATED FINANCIAL STATEMENTS (in thousands except share data)
Note 1 1 - Advances from Federal Home Loan Bank
There were no outstanding advances with the Federal Home Loan Bank at December 3 1 201 3 The indebtedness to the Federal Home Loan Bank at December 3 1 2014 was $1 5000 consisting of the following fixed rate advances
Due Date
June 27 201 6 June 27 201 6
Total advances
I nterest Rate
057 057
2014
$1 3000 2 000
$1 5 000
Al l advances and letters of credit from the Federal Home Loan Bank (FHLB) were secured by a g eneral lien on qualifying commercial real estate residential mortgages and home equity loans of the Bank Each advance is payable at its maturity date with a prepayment penalty for fixed rate advances Letters of credit outstanding from the FHLB totaled $3872 and $41 946 at year-end 2014 and 201 3 respectively The advances and letters of credit were collateralized by $679990 of commercial real estate and mortgage loans in 2014 and $203845 of mortgage loans under a blanket lien arrangement at year-end 2013 Based on this collateral and the Companys holdings of FHLB stock the Company was eligible to borrow up to a total of $26951 3 at year-end 2014
Note 1 2 - Other I ncome
Other income consists of the following
Gain (loss) on sale of other real estate owned Gain on sale of premises and equipment Debit cardATM fees Trust feesBrokerage Fees Loan fees and commissions Cash management Bank Owned Life Insurance income Miscellaneous income
Total other income
33
2014
$ 426 491
28 1 8 2533
658 2641 1 437
921
lll 1 925
201 3 201 2
$ 1 70 $ ( 1 36) 1 1 8
2935 2829 2364 1 927
680 932 2286 2020 1 437 1 469 1 267 886
ll1 1 1 40 ll 9 945
STANDARD BANCSHARES INC AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (in thousands except share data)
Note 1 3 - Employee Benefit Plans
Profit Sharing
The Companys bank subsidiary maintains a defined contribution 401 (k) Plan Under terms of the Plan employees meeting age and service requirements may elect to have their compensation reduced and have that amount contributed to the Plan as a salary deferral contribution The Bank at its discretion may make a matching contribution to the Plan equal to a u niform percentage of the salary deferral contributions Apart from any matching contribution the Bank may also make a separate discretionary contribution to the Plan The final liability for matching contributions if any is determined after yearshyend requiring the Bank to estimate its discretionary contribution expense at year end Contribution expense recorded by the Bank amounted to approximately $ 1 1 79 $1 254 and $ 1 685 for 2014 201 3 and 201 2 respectively
Non-Qualified Plan
The Bank maintains a non-qualified deferred compensation plan for a select group of management and employees as determined by the Board of Directors Annual awards if any are based o n preshyestablished performance criteria which are communicated to eligible employees Benefits under the Plan vest after a five year period The liability under the Plan was $403 and $503 as of December 3 1 2014 and 201 3 respectively There was n o expense recorded in 2014 2013 o r 2012
Non qualified Sto ck Option Plan
Pursuant to the Capital Raise Investment Agreements on February 1 2 20 1 3 the Board of Directors of the Company adopted the Standard Bancshares Inc Stock Option Incentive Plan to be effective immediately after the Closing of the capital raise (please refer to Note 21 ) Pursuant to the Stock Option Incentive Plan the Compensation Committee of the Board of Directors of the Company is authorized to grant Incentive Stock Option awards Nonqualified Stock Option awards or a combination thereof to certain officers directors consultants or employees of the Company or any of its Subsidiaries or Affiliates aggregating up to 5402524 shares of the Companys common stock
The option price per share of stock purchasable under a stock option shall not be less than 1 00 of the fair market value of the common stock on the day of the grant Stock option vesting is based o n two components 1 ) a time vested option that vests over four years one fourth on each of the first four anniversaries from the option grant date and 2) a performance vested option that vests if there is an exit event resulting in the investor actually realizing an internal rate of return (RR) greater than or equal to 1 2 based on their original investment of $465 per share on February 22 201 3 Vesting is subject to acceleration in certain circumstances The options will expire if not exercised within 1 0 years of the
middot
date of grant and under certain other (employment) circumstances
The fair value of options granted was estimated on the date of grant using the Black Scholes optionsshypricing model using the assumptions noted in the table and commentary below The risk free rate of return is based on the constant maturity yield of a US Treasury note with a fixed rate term of 1 0 years at date of grant The volatility rate is derived from historical index values of publicly-traded commercial banks with assets between $1 and $5 billion Index values of comparably sized companies were used as a proxy because the Companys common stock is not exchange-listed and there is not an active trading market for the common stock The dividend yield assumption is based o n the Companys expected dividend payouts
34
STANDARD BANCSHARES INC AND SUBSIDIARI ES
NOTES TO CONSOLIDATED FI NANCIAL STATEMENTS (in thousands except share data)
Note 1 3 - Employee Benefit Plans (Continued)
Risk free rate of return
2014 20 1 3
275 1 97 Time remaining until expiration of the options Volatility rate
1 O years 1 0 years 1 392 1 587
Dividend yield 000 000
A summary of the activity in the non-qualified stock option plan for 2014 follows Weighted Average
Weighted Remaining Average Contractual
Number of Exercise Term Time Vested Stock Options Shares Price (in years)
2014 Outstanding at beginning of year 1 46651 5 $ 465 915
Granted 1 1 701 95 515 916 Exercised
Expired
Forfeited (23545) 494 870
Outstanding at end of year 2613 165 $ 487 860
Exercisable at end of year 366629 $ 465 815
2013 Outstanding at beginning of year $ Granted 1 466515 465 9 15 Exercised
Expired
Forfeited
Outstanding at end of year 1 465515 $ 465 9 15
Exercisable a t end o f year $
Aggregate Intrinsic Value
$ 1 1 1 8
$ 238
$ 733
$
The weighted average fair value of time vested options granted during 201 4 and 201 3 was $1 21 and $1 3 2 per option respectively
35
STANDARD BANCSHARES INC AND SUBSIDIARI ES
NOTES TO CONSOLIDATED FI NANCIAL STATEMENTS (in thousands except share data)
Note 1 3 - Employee Benefit Plans (Continued)
Performance Vested Stock Options 2014 Outstanding at beginning of year
Granted
Exercised
Expired
Forfeited
Outstanding at end of year
Exercisable at end of year
2013 Outstanding at beginning of year
Granted
Exercised
Expired
Forfeited
Outstanding at end of year
Exercisable at end of year
1 466515
1 170195
(26909)
2609801
1 465515
1 465515
$ 465
515
490
$ 487
$
$ 465
$ 465
$
91 5
91 6
864
860
g_1 5
91 5
$ 1 1 1 8
$
$ 733
$
The weighted average fair value of performance vested options granted during 201 4 and 201 3 was $040 for each year
Time Ve ste d O ption s
The Company recognized $782 and $44 I of stock-based compensation expense related to the granting of time vested stock options for the years ended December 20 14 and 2013 respectively There were no time vested options granted in 2012
As of December 3 1 201 4 there was $2 1 30 of total unrecognized compensation cost related to nonshyvestediime vested options granted underthe Plan The unrecognized cost is expected to be recognized over a weighted-average period of 26 years
Performan ce Veste d O ption s
The value of the performance vested options is a function of 1 ) the likelihood of a n Exit Event and 2) the likelihood of that Exit Event achieving the 1 2 IRR threshold These weighted average probabilities are then m ultiplied by the full value of a time vested option to derive the value of the performance options
The valuation methodology for the performance vested options involved ihree separate analysis
I Sale of control analysis 2 Initial public offering analysis 3 Remain private analysis
There was no expense recorded in 201 4 and 201 3 related to the performance vested options
There were no performance vested options granted in 201 2
36
STANDARD BANCSHARES INC AND SUBSIDIARI ES
N OTES TO CONSOLI DATED FI NANCIAL STATEMENTS (in thousands except share data)
Note 1 3 - Employee Benefit Plans (Continued)
As of December 3 1 2014 there was $1 059 of total unrecognized compensation cost related to nonshyvested performance vested options granted under the Plan The cost is expected to be recognized when it is determined that it is probable that a qualifying Exit Event will occur
Note 1 4 - Commitments
Operating Leases
The Bank leases property at various branch locations unde r terms that are considered to be an operating lease The leases expire in various years through 2020 Office rent expense was $728 $875 and $919 for 2014 2013 and 2012 respectively
Other Co mmitments
The Bank has a contract with a computer seNice company that expires in 201 6 Data processing expense was $2729 $2746 and $2424 for 201 4 201 3 and 2012 respectively
Annual future minimum payments for these agreements are as follows
Note 1 5 - Income Taxes
Year ending December 31 201 5 201 6 2017 20 1 8 201 9 2020 and thereafter
$3037 2884
394 203 1 26
1 6 $6 660
The components of the provision (benefit) for income taxes are as follows
Current Deferred Total Tax Expense (Benefit)
2014 $ 3494
7 1 62 $ 1 0656
201 3 $ 2373
3425 $ 5798
2012 $ 1 306
(6928) $ (5622)
The effective tax rate differs from the federal statutory rate primarily due to the following
Tax at statutory federal income tax rate Tax exempt interest income State income taxes net of federal benefit BOLi income Meals and entertainment Non-deductible expenses Goodwill impairment
201 4
$8483 (133) 1 5 1 6 (486)
77 76
Stock settled rights expense 639
201 3 $ 4750
(82) 766
(486) 84
1 02
2012 $(1 2371 )
(1 08) (866) (500)
79 80
8 1 55
O th enet--=====48=====664=--====(-l --
$1 0656 $ 5798 $ (5622)
37
STANDARD BANCSHARES INC AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (in thousands except share data)
Note 1 5 - Income Taxes (Continued)
The net deferred tax asset included at December 31 2014 and 2013 consists of the following
2014 201 3 Gross deferred tax assets
Allowance for loan losses $19212 $23305 Other real estate owned 2866 49 1 6 Non-accrual loan interest 4064 3 991 State net operating loss 1 835 2358 Accrued compensation 1 938 1 471 Depreciation 1 387 1 412 FNMA amp FHLMC preferred stock 1 270 1 270 Other assets 271 434
Total gross deferred tax assets $32843 $39 157
Gross deferred tax liabilities Purchase accounting adjustments $ 1 069 $ 1 282 Mortgage servicing rights 946 1 060 Unrealized gainloss on AFS securities 1 1 9 692 Other liabilities 1 306 1 31
Total gross deferred tax liabilities $ 3440 $ 3 165
Net deferred tax asset $29403 $35992
At December 31 2014 the Company has $33929 of Illinois net operating loss carryforwards expiring in 2025 and $2330 Indiana net operating Joss expiring in 2025 and 2026 which will be available to reduce future taxable income
The Company does not expect the total amount of unrecognized tax benefrts to significantly change in the next twelve months The Company recognized no interest andor penalties related to tax matters in tax expense
The Company and its subsidiaries are subject to US federal income tax as well as income tax of the state of Illinois and Indiana The Company is no longer subject to examination by taxing authorities for years before 201 0
3 8
STAN DARD BANCSHARES INC AND SUBSIDIARIES
NOTES TO CONSOLI DATED FI NANCIAL STATEMENTS (in thousands except share data)
Note 1 6 - Contingent Liabilities and Commitments
The Company does not reflect in its financial statements various commitments and contingent liabilities which arise in the normal course of business and which involve elements of credit risk interest rate risk and liquidity risk These commitments and contingent liabilities are commitments to extend credit commercial letters of credit and standby letters of credit A summary of the Banks commitments and contingent liabilities at December 31 is as follows
Commitments to extend credit under Unused commercial and other lines of credit Unused equity lines of credit Standby letters of credit
2014 201 3
$262907 46 125 42041
$234893 52905 40284
Commitments to extend credit commercial letters of credit and standby letters of credit a l l include exposure to some credit loss in the event of nonperformance of the customer The Banks credit policies and procedures for credit commitments and financial guarantees are the same as those for extension of credit that are recorded on the consolidated balance sheet Because these instruments have fixed maturity dates and because many of them expire without being drawn upon they do not generally present any significant liquidity risk to the Bank The Bank has not incurred any significant losses on its commitments in either 2014 201 3 or 2012
The Bank is party to litigation and claims arising in the normal course of business Management after consultation with legal counsel believes that the liabilities if any arising from such litigation and claims will not be material to the Companys consolidated financial position
Note 1 7 - Derivatives
D erivative contracts entered into by the Company are limited to those that are treated as non-designated derivative instruments The Company provides customers with interest rate swap transactions and offsets the transactions with interest rate swap transactions with inter-bank dealer counterparties as a means of offering risk management solutions to customers As ofDecember 3 1 2014 there were $6006 outstanding in notional values of swaps where the Company pays a variable rate of interest and the customer pays a fixed rate of interest This position is offset with counterparty contracts where the Company pays a fixed rate of interest and receives a floating rate of interest The estimated fair value of interest rate swaps was recorded as an asset of $207 and as a liability of $214 as of December 31 2014 Swaps with customers and inter-bank dealer counterparties are carried at fair value with adjustments recorded in other income The net effect of fai r value adjustments running through the income statement was immaterial during the year ended December 31 2014 There were no interest rate swap derivatives as of December 3 1 2013
3 9
STANDARD BANCSHARES I NC AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (in thousands except share data)
Note 1 8 - Financial I nstruments Fair Value Disclosure
The fair value measurement accounting Hterature establishes a fair value hierarchy which requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value The standard describes three levels of inputs that may be used to measure fair value
1 Level 1 - Unadjusted quoted mariltet prices in active markets that are accessible at the measurement date for identical unrestricted assets
2 Level 2 - Significant other observable inputs other than Level 1 prices such as quoted market prices for similar assets and liabilities quoted prices in markets that are not active or other inputs that a re observable or can be corroborated by observable market data
3 Level 3 - Signlficant unobservable inputs that reflect a reporting entitys own assumptions about the assumptions that mariltet participants would use in pricing an asset o r liability
A financial instruments level within the fair value hierarchy is based on the lowest level of input that is significant to the fair value measurement
Fair values of assets measured on a recurring basis at December 3 1 2014 and 2013 are as follows
De ce mbe r31 2014 Financial Assets
Securities available-for-sale US government sponsored entities and agencies Mortgage-backed securities - residential Equity securities
Total securities available-for-sale
Derivatives
Financial Liabilities
Derivatives
De ce mbe r 31 2013 Financial Assets Securities available-for-sale
US government sponsored entities and agencies Mortgage-backed secu rities - residential Equity securities
Total securities available-for-sale
Fair Value
$1 46307 3668 4 41 9
$1 54 394
$ 207
$ 214
$ 1 24431 1 2203
2 954 $ 1 39 588
Fair Value Measurements Usin1 Quoted Significant P rices Other
in Active Observable Markets Inputs (Level 1 ) (Level 2)
$
392 $ 392
$ -
$ -
$
$1 46307 3668 4 027
$1 54 002
$ 207
$ 2 1 4
$ 1 24431 12203 1 984
$1 38 61 8
Significant Unobservable
Inputs (Level 3)
$
$
$
$
$
$
As of December 31 2014 and 2013 there were no transfers between levels
40
STANDARD BANCSHARES I NC AND SUBSI DIARIES
NOTES TO CONSOLI DATED FI NANCIAL STATEMENTS (in thousands except share data)
Note 1 8 - Financial I nstruments Fair Value Disclosure (Continued)
The fair values of marketable equity securities available-for-sale are generally determined by quoted market prices in active markets for each specific security (Level 1 measurement inputs) If Level 1 measurement inputs are not available for a marketable equity security the fair value is determined by the quoted market price of a similar security traded in an active market (Level 2 measurement inputs)
The fair values of debt securities available-for-sale are generally determined by matrix pricing which is a mathematical technique widely used in the industry to value debt securities without relying exclusively on quoted market prices for the specific securities b ut rather by relying on the securities relationship to other benchmark quoted securities (Level 2 measurement inputs)
Derivative s
The fair value of derivatives are based o n valuation models using observable market data a s of the measurement date (Level 2) Our derivatives are traded in an over-the-counter market where quoted market prices are not always available Therefore the fair values of derivatives are detenmined using quantitative models that utilized multiple market inputs The inputs will vary based on type of derivative but could include interest rates prices and indices to generate continuous yield or pricing curves prepayment rates and volatility factors to value the position The majority of market inputs are actively quoted and can be validated through external sources including brokers market transactions and thirdshyparty pricing services
Fair values of assets measured on a nonrecurring basis are as follows
Oe ce mbe r31 2014 Other real estate owned net Impaired loans Loans held for sale Mortgage servicing rights
De ce mbe r 31 2013 Other real estate owned net Impaired loans Loans held for sale Mortgage servicing rights
Fair Value
$ 1 6233 41 895
8274 2435
$12 930 54 1 62
5408 2726
Fair Value Measurements Using Quoted Significant Prices Other
in Active Observable Markets Inputs (Level 1 ) (Level 2)
$ $
8274
$ - $
5408
Significant Unobservable
Inputs (Level 3)
$ 1 6233 41 895
2435
$1 2930 541 62
2726
Other real estate owned are initially recorded at fair value less costs to sell when acquired and are subsequently measured at the lower of cost or fair value less estimated costs to sell Fair values are based on third party appraisals of the property or internal valuations on smaller properties using comparable market data and various external resources resulting in a level 3 classification When the carrying value exceeds the fair value less costs to sell an impairment loss is recognized
The fair value of impaired loans secured by real estate with specific allocations of the allowance for loan --------- 1osses-is-generally-based-on--recent-real-estate-appraisals-or-internal-valuations-on-smaller-prnperties--shy
using comparable market data and various external resources These appraisals may utilize a single
41
STANDARD BANCSHARES INC AND SUBSI DIARIES
NOTES TO CONSOLI DATED FI NANCIAL STATEMENTS (in thousands except share data)
Note 1 8 - Financial Instruments Fair Value Disclosure (Continued)
valuation approach or a combination of approaches including comparable sales and the income approach resulting in a level 3 classification
Loans held for sale are carried at the lower of cost or fair value which is evaluated on a pool-level basis The fair value of loans held for sale is determined using quoted prices for similar assets adjusted for specific attributes of that loan or other observable market data such as outstanding commitments from third party investors resulting in a level 2 classification
The Company records its mortgage servicing rights at fair value and includes them in other assets in the Consolidated Balance Sheets Mortgage servicing rights do not trade in an active market with readily observable prices Fair value is based on market process for comparable mortgage servicing contracts when available or alternatively is based on a valuation model that calculates the present value of estimated future net servicing income Key economic assumptions used in measuring fair value of mortgage servicing rights at December 31 2014 included prepayment speeds maturities and discount rates While market based data is used to determine the assumptions the Company incorporates its own estimates of the assumptions market participants would use in determining the fair value of mortgage servicing rights which results in a level 3 classification
De cembe r 31 2014 Assets Cash and cash equivalents Securities held-to-maturity Securities available-for-sale Loans - net Loans held for sale Federal Home Loan Bank stock at cost Accrued interest receivable Derivatives
Liabilities
Deposits Federal Home Loan Bank advances Accrued interest payable Derivatives
De ce mbe r 31 2013 Assets
Cash and cash equivalents Securities held-to-maturity Securities available-for-sale Loans - net Loans held for sale Federal Home Loan Bank stock at cost Accrued interest receivable
Liabi lities Deposits Accrued interest payable
42
Carrying Value
$ 1 99476 3888
1 54394 1 744331
8274 3247 59 1 9
207
$ 1 993572 1 5000
265 214
$ 234 1 83 1 762
1 39588 1 61 9995
5408 3 143 5 576
$1 91 9 1 05 286
Fair Value
$ 1 99476 3 564
1 54394 1 798279
8274 3247 591 9
207
$1 992796 1 4984
265 214
$ 234 1 83 1 41 5
1 39588 1 679668
5408 3 143 5576
$ 1 920335 286
STANDARD BANCSHARES I NC AND SUBSI DIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (in thousands except share data)
Note 1 8 - Financial I nstruments Fair Value Disclosure (Continued)
In estimating the fair value of certain assets and liabilities not previously presented the following assumptions were made
Cash and Cash Equivalents
The carrying amounts of cash and equivalents reported in the balance sheet approximate fair value
Securities
Estimated fair values of securities are based on one of three models 1 ) quoted market prices where available 2) quoted market prices for similar instruments if quoted market p rices are not available 3) unobservable data that represents the Banks assumptions about items that market participants would consider in determining the fair value where no market data is available
L oans
Fair values of loans excluding loans held for sale are estimated as follows For variable rate loans that re-price frequently and with no significant change in credit risk fair values are based on carrying values Fair values for other loans are estimated using discounted cash flow analyses using interest rates currently being offered for loans with similar terms to borrowers of similar credit quality to calculate the present value of future contractual principal and interest cash flows and discounting them back to the present using a discount rate Impaired loans are valued at the lower of cost or fair value as described previously The methods utilized to estimate the fair value of loans do not necessarily represent an exit price
The fair value of loans held for sale is estimated based upon binding contracts and quotes from third party investors
Federal Home Loan Bank (FHLB) Stock
The carrying amounts reported in the balance sheet approximate fair value
Accrued Interest Receivable I Payable
The carrying amounts reported in the balance sheet approximate fair value
Deposits
The fair values disclosed for demand deposits (eg interest and non-interest checking passbook savings and certain types of money market accounts) are by definition equal to the amount payable on demand at the reporting date (ie their carrying amount) The carrying amounts of variable rate fixed-term money market accounts and certificates of deposit approximate their fair values at the reporting Fair values for fixed rate certificates of deposit are estimated using a discounted cash flows calculation that applies interest rates currently being offered on certificates to a schedule of aggregated expected monthly maturities on time deposits
Federal Home Loan Bank Advances
The fair value of Federal Home Loan Bank advances is estimated using discounted cash flow analyses --------based-on-the-currentborrowing-rate-of-similartypes-of-advances
43
STANDARD BANCSHARES I NC AND SUBSIDIARI ES
NOTES TO CONSOLI DATED FINANCIAL STATEMENTS (in thousands except share data)
Note 1 8 - Financial I nstruments Fair Value Disclosure (Continued)
Off-balance sh eet in strum ents
Fair asset andor liability value of off-balance sheet financial instruments as described in Note 1 6 may be estimated by applying fees currently charged for comparable commitments Based upon the qual ity of these commitments and their demand in the financial market it has been assumed that there is no material difference in the estimated fair value
Note 1 9 - TARP Capital Purchase Program
On April 24 2009 the Company entered into a Letter Agreement with the United States Department of Treasury (the Treasury) pursuant to which the Company sold to the Treasury 6000 shares of the Companys Fixed Rate Cumulative Perpetual P referred Stock Series A for $60 million and a warrant to acquire $3 million of Fixed Rate Cumulative Perpetual P referred Stock Series B for a nominal exercise price Immediately upon consummation of the closing the Treasury exercised the warrant and acquired the Series B Preferred Stock The Preferred Stock Series A qualified as Tier 1 capital and paid cumulative dividends q uarterly at a rate of 5 per annum The P referred Stock Series B qualified as Tier 1 capital and paid cumulative dividends quarterly at a rate of 9 per annum The difference between the initial carrying value that was allocated to the Series B Preferred Stock and its redemption value of $3 million will be charged to retained earnings (with a corresponding increase in the carrying value of the Series B Preferred Stock) over the first five years of the contract as an adjustment to the dividend yield using the level yield method During 201 1 the Company elected to suspend dividend payments For the year ended December 31 2012 total dividends of $3462 had been declared but not paid On February 22 201 3 1 3548387 of common shares were issued to the US Treasury in exchange for the $60 million and $3 million of Fixed Rate Cumulative Preferred Stock Series A and Series B respectively The Treasury subsequently sold those shares to institutional investors at $465 per share In addition the Company paid $6 million of dividends to the Treasury which included 1 00 of past due dividends and dividends due through February 22 2013
Note 20 - Regulatory Matters
The Companys primary source of cash is dividends received from its subsidiary bank The subsidiary bank is subject to certain restrictions on the amount of dividends that it may declare without prior regulatory approva L In addition the dividends declared cannot be in excess of the amount which would cause the subsidiary bank to fall below the minimum required for capital adequacy purposes
Banks and bank holding companies are subject to regulatory capital requirements administered by federal banking agencies Capital adequacy guidelines and additionally for banks prompt corrective action regulations involve quantitative measures of assets liabilities and certain off-balance-sheet items calculated under reg ulatory accounting practices Capital amounts and classifications are also subject to qualitative judgments by regulators Failure to meet capital requirements can initiate regulatory action Management believes as of December 3 1 2014 the Company and Bank meet al l capital adequacy requirements to which they are subject
Prompt corrective action regulations provide five classifications well capitalized adequately capitalized undercapitalized significantly u ndercapitalized and critically undercapitaized although these terms are not used to represent overall financial condition If adequately capitalized regu latory approval is required to accept brokered deposits If undercapitalized capital distributions are limited as is asset growth and expansion and capital restoration p lans are required At year-end 201 4 and 2013 the most recent reg ulatory notifications categorized the Bank as well capitalized under the regulatory framework for prompt corrective action There are no conditions or events since that notification that management believes have changed the institutions category
44
STAN DARD BANCSHARES I NC AND SUBSI DIARI ES
NOTES TO CONSOLIDATED FI NANCIAL STATEMENTS (in thousands except share data)
Note 20 - Regulatory Matters (Continued)
The Banks actual and required capital amounts and ratios are as follows
To Be Well Capitalized U nder
For Capital Prompt Corrective Actual Adeguac[ Puqoses Action Provisions
Amount Ratio Amount Ratio Amount Ratio As of December 31 2014 Total Capital
(to risk-based assets) Company $271 785 143 $ 152226 80 NA NA Bank 269993 1 42 1 52229 80 $1 90286 1 00
Tier I Capital (to risk-based assets) Company 247887 1 30 76 1 1 3 40 NA NA Bank 246093 129 761 14 40 1 14 171 60
Tier I Capital (to average assets) Company 247887 1 08 92 1 26 240 NA NA Bank 246 093 1 07 92 1 09 240 1 1 5 1 36 2 5 0
As of December 31 2013 Total Capital
(to risk-based assets) Company $246213 1 38 $142344 280 NA NA Bank 244607 1 38 1 42 170 280 $ 1 77713 2100
Tier I Capital (to risk-based assets) Company 223444 126 71 1 72 240 NA NIA Bank 221 838 1 25 71 085 240 1 06628 2 60
Tier I Capital (to average assets) Company 223444 1 03 86430 240 NIA NA Bank 221 838 1 03 86450 240 1 08 063 2 50
45
STANDARD BANCSHARES INC AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (in thousands except share data)
Note 21 - Capital Management
The overall objectives of the Companys capital management are to have the availability of sufficient capital to support loan deposit and other asset and liability g rowth and to maintain capital to absorb unforeseen losses or write-downs that are inherent in the business risk associated within the banking industry The Company seeks to balance the need for higher capital levels to address growth and unforeseen risks and the goal to achieve an adequate return on capital invested
In July 201 3 the federal banking agencies issued a final rule revising the regulatory capital rules applicable to most national banks and federal savings associations as well as their holding companies generally beginning on January 1 201 5 The rule implements the Basel Committees December 201 O framework known as Basel I l l for strengthening the international capital standards as wel l as certain p rovisions of the Dodd-Frank Act The final ru le implements a revised definition of regu latory capita l a new common equity Tier 1 minimum capital requirement of 450 and a higher minimum Tier 1 capital requirement of 600 (which is an increase from 400) Under the final rule the total capital ratio remains at 800 and the minimum leverage ratio is 400
Additionally under the final rule in order to avoid l imitations on capital distributions including dividend payments and certain discretionary bonus payments to executive officers a banking organization must hold a 25 capital conservation buffer composed of common equity Tier 1 capital above its minimum risk-based capital requirements The b uffer is measured relative to risk-weighted assets The final rule also enhances risk sensitivity and addresses weaknesses identified by the regulators over recent years with the measure of risk-weighted assets
The new minimum capital requirements will b e effective for the Company on January 1 201 5 whereas the capital conservation buffer and the deductions from common equity Tier 1 capital phase in over time beginning on January 1 201 6
Capital Raise
On February 22 201 3 Standard Bancshares Inc completed its recapitalization by issuing 29864795 shares of common stock at $465 per share for gross proceeds of $ 1 389 million 1 3 548387 of the common shares were issued to the US Treasury (the Treasury) in exchange for the $63 million of Fixed Rate Cumulative Preferred Shares Series A and B The Treasury subsequently sold those shares to I nstitutional Investors at $465 per share An additional 16 316408 of common shares were issued to Institutional Investors and private investors Of the aggregate 29864795 common shares issued 1 9430750 are voting shares and 1 0434045 are mm-voting shares
In conjunction with the recapitalization the Articles of Incorporation of the Company were amended to authorize 20000000 shares of preferred stock at $001 par value No preferred stock has been issued as of December 31 2014
Sto ck Settled Rights (SSRs)
On February 22 201 3 in connection with the recapitalization of the Company the Board of Directors distributed as a dividend in kind 7293407 Stock Settled Rights (SSRs) to the holders of the Common Stock as of the Record Date (November 5 2012) The number of SSRs issued is equal to the product of (i) 03888 and (ii) 18757921 the number Common Shares outstanding as of the Record Date The estimated fair value of the SSRs completed by an independent third party as of September 30 2014 and February 22 201 3 was determined to be approximately $026 per SSR or $1 880 and approximately $021 per SSR or $1 532 respectively Expense recorded related to the SSRs was $1 880 in 2014 No expense was recorded in 201 3
46
STANDARD BANCSHARES INC AND SUBSI DIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (in thousands except share data)
Note 21 - Capital Management (Continued)
Stock Settled Rights (SSRs) (Continued)
The SSRs are structured as common stock dividends to be paid to certain common shareholders of the Company under specific conditions The amount of common stock to be distributed is determined by a formula that considers among other things the value of the outstanding common stock at the Settlement Date Settlement Date is defined as the earlier of (i) the date a liquidity event (an I POrecapitalization or a sale of control) occurs during the term of the SSRs and (ii) the SSR Expiration Date (February 22 201 8) The SSRs will be exercised based on the value of the common shares at that time subject to the Settlement Rate formula
The Accretion Rate is a component of the Settlement Rate It is either an middotannual rate of 80 or 120 with the value determined by the cum ulative economic losses that occur in the loan portfolio from June 30 201 1 to the time the SSRs are settled
On the Settlement Date the Company shall determine the number of shares of Common Stock issuable upon the settlement of an SSR The Settlement Rate shall be calculated based on a formula that considers among other factors the value per share of the common stock on a fully diluted basis reduced by the accretion rate with that number divided by the value per share of common stock on a fully diluted basis
If the Settlement Rate is greater than zero the Company shall issue and deliver to each of the SSR Holders a number of shares of Common Stock equal to the product of (i) the Settlement Rate multiplied by (ii) the number of SSRs held by such H older as reflected in the SSR register as of the close of business on the last Business Day prior to such Settlement Date
In connection with the occurrence of a Liquidity Event on or prior to the Expiration Date the Board of Directors may at its option and in its sole discretion order the redemption and the Company may redeem the SSRs in whole or in part at the redemption price per SSR based on a formula that considers the price per share of Common Stock at which the Company is valued on a fully diluted basis in connection with such Liquidity Event as determined in good faith by the Independent Committee plus a l l cash dividends paid oil the common stock from the date of issuance of the SSRs less $465 accreting on a daily basis at the Accretion Rate
The Company hired an independent third party firm to value the SSRs The following variables were taken into consideration when deriving a value for the SS Rs
1 ) The probability of a liquidity event (sale of control or PO) during the term of the SS Rs 2) The Accretion Rate assigned to the Settlement Rate of the SSRs 3) The estimated value of the Companys common stock at the earlier of a) a liquidity event or b)
the SSR Expiration Date (February 22 201 8) 4) The type of liquidity event that might occur 5) Future value parameters including a) tangible common book value b) earnings and c) market
conditions
The valuation of the common shares at the Settlement Date will depend on the Companys financial condition and the market pricing of financial institution stock both on a stand-alone basis and on a sale of control basis at that time
47
STANDARD BANCSHARES I NC AND SUBSIDIARI ES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (in thousands except share data)
Note 22 - Condensed Financial Statements
The Company was incorporated in I l linois on February 23 1 982 The Company accounts for its investment in subsidiaries under the equity method Under this method the investment is recorded at cost adjusted for the subsidiaries undistributed net income (loss) Presented below are the condensed financial statements of Standard Bancshares I nc (Parent Company Only)
Assets Cash Investment in subsidiaries Other assets
Total assets
CONDENSED BALANCE SH EETS DECEMBER 31 2014 AND 2013
Liabilities and shareholders equity Other liabilities Total stockholders equity
Total liabilities amp stockholders equity
2014 $ 4 163
264242 328
$268733
$ 2685 266048
$268733
CON DENSED STATEMENTS O F I N COME YEARS ENDED D ECEMBER 31 201 4 201 3 AND 201 2
2014 I ncome
Other income $
Expenses 2909 Loss before income taxes and equity in undistributed
earnings of subsidiaries (2909) Income tax benefit 88
Loss before equity in undistributed earnings of subsidiaries (2821)
Equity in undistributed earnings (loss) of subsidiaries 1 7 1 1 5
Net income (loss) 1 4294 Preferred dividends and discount accretion on preferred shares
Net income (loss) applicable to common shareholders $1 4294
48
201 3 $ 2 1 95
248 090 1 944
$252229
$ 322 251 907
$252229
201 3 201 2
$ $ 1
1 747 8539
(1 747) (8538) 291 1 0 1 7
(1 456) (7521) 9 629 (23241) 8 173 (30762) 1 1 24 4090
$ 7049 $(34852)
STAN DARD BANCSHARES INC AND SUBSIDIARIES
NOTES TO CONSOLIDATED FI NANCIAL STATEMENTS (in thousands except share data)
Note 22 - Condensed Financial Statements (Continued)
CONDENSE D STATEMENTS OF CASH FLOWS YEARS ENDED DECEMBER 31 2014 201 3 AND 201 2
Cash flows from operating activities Net income (loss)
Adjustments Equity in undistributed net (income) loss of subsidiaries Amortization Stock based compensation expense ( Increase) decrease in other assets Increase (decrease) in other liabilities
Net cash provided by (used in) operating activities Cash flows from financing activities
Issuance of common stock net of issuance costs Capital contribution to Standard Bank Repayment of note payable Cash Dividends
N et cash provided by financing activities
Net increase (decrease) in cash
Cash - beginning of year
Cash - end of year middot
Supplemental schedule of non-cash financing activities Change in par value on common stock Exchange of preferred stock to common stock
49
2014
$ 1 4294
( 17 1 1 5) 28
782 1 616 2363 1 968
1 968
2 1 95
$ 4 163
$ $
201 3
$ 8 1 73
(9629) 29
441 1 872
(4273) (3387)
68598 (41 500) ( 16 1 00)
(6026) 4972
1 585
6 1 0
$ 2 1 95
$ 4277 $63000
201 2
$(30762)
23241 6 1 67
( 1908) 2 043
( 1 2 1 9)
( 1 2 1 9)
1 829
$ 6 1 0
$ $
FORM FR Y-6
STANDARD BANCSHARES INC
Hickory Hills Illinois Year Ending Dccember31 2014
REPORT ITEM
1 The BHC Is not registered with the SEC Coples of the Annual Report Nil be sent undersepirate cover when completed
2a Organization Chart fo Standard BallCShares Inc
I THE BOULEVARD INC
SL John Indiana 100
JnCQrporated in Indiana
2b Branch Verification
STANDARD BANCSHARES INC Hickory Hills Illinois Jncorporateltl In Illinois
STANDARD BANKAND TRUST COMPANY Hickory Hills llllnois
Incorporated In lllnols 100
I STANDARD REDEVELOPMENT INC
Hickory Hills Illinois 100
Incorporated in Illinois
(Not subject to Y-10 reporting ) Code 91 CE - Liquidation Of debts previously contracted
The branch and lax-kl flStings were emailed to branch revieW on 223115
3 (1) As ofyear-end
Name and Address
Trident SBI Holdings lP Greeffilidl CT
Robert E Gallagher Sr Trust John D Gallagher Trustee Palos Heights IL
The Gallagher Standard Bancshares TR Timolhy J GaJagheuror Trustee Hickory Hitls IL
Pantheon Standard LP San Francisco CA
CohesVe Capital Parners LP New York NY W Capital Partners II LP NewYork NY
Couritrlt of Citizenship or lncorooratlon Number and Percentage Of Voting Serurtties
USA 5662194- 1483
USA 5516086 - 1444
USA 4382666 - 1 t47
USA 3762128-985
USA 2 150537 - S63
USA 2 150537 - 563
Note llle shares in the Robert E Gallagher Sr Tr are voted on by John D Gallagher Director of Standard Bank Tue shares Jn the Gallager Standard Bancshares Tr are voted on by Timolhy J Gallagher Director of Standard Bank
3 (2) OtherSharehofors oat listed in Section 3 (1) above that held more than 5 during the year
None
Resuhs A Ilse of branches forvour holdln1 company STANDARD 8ANCSHARES INC (1245590) or HICKORY HILLS IL
The d1ta are n of 12312014 Data re II Kb information tlat wu received aod processed throuah 01072015
Rconcill1Uon and Vc1Uon St I DI 1 In the DIH Action column of each br111Ch row enter one or mort of the actioru specified below
2 If required enter the date In the Ettcttve Olte column
-OK tf the bnch Information s correct enter OK in the Oita AdJon column
Chi nee If the bndl Information Is Incorrect Of Incomplete revt the data enter Chance In the Dita Action column ind the d11te when this infOfmation first became v1lid In the Effective Ote column
am If a bnch listed was sold or clowd enterOose In tht Dita Action column and the s1e or dosured11te In the EtfectW Olte colurm
Olete If a bru1eh listed wu never owntd by this depository Institution enter Delete In the Oeta Acckgtn column
Add If a rt portable brtinch Is mlsslna lnStrt a row add the branch data ald entu Add In the Olt1 Action column and the opening or acquisition date In the Effecttve Date column
If prntln1 this list you m1y need to adjust your page Utup In MS E11ce1 Try using landscape orientation page sollria andor legal sized paper
Submlnion PfOOtdurbull When you ire finished send a saved copy to vour FRB contact Su the detailed lnlttldlons on this si for more informatlon
II voY are mailinamp this to your FRB conttct put your lnstitutlon name dty and state In the subjact llrie of the e-nWI
Note To satisfy the FR Y-10 reportln1 requirements YoU must tiho submit FR Y-10 Domestic Branth Schedules for each branch with a Data Actlon of Olan1e Close Delete or Add
Thbull FR Y-10 report may be submitted 1n a hardcopy format or 11ia the FR Ymiddot10 OnH11e application middot httpsylOonllnefederalrerve1ov
bull FDtC UNINUM Office Number and ID_RSSO co1unvu ara for reference only Verification of these values is not required
- - 8nch Suvlce Type Branch 10 RSSO ia- terNeme Street Address City
ok FuUServltefHud Officel 19730 STAN OARD BANK ANO TRUST COMPANY 7800 WEST 9STH STREET HICKORY HILLS
ok Full Service 3202168 BOLINGBROOK BRANCH 282 NORTH WEBER ROAD BOLINGBROOK
ok Limited Strvce 4126065 CALUMET CITY 1968 SIBLEY BOULEVARD CALUMET CITY
FullSetvke 3309928 CLARK STREET 8RANOi 3747 NORnt CLARK STREET atlCAGO
ok FullServiett 474339 EWING BRANOf 10635 SOUTH EWING AVENUE CHICAGO
ok Full Servtce 2079925 HEGWISCH BRANCH 13336 SOUTH BALTIMORE AVENUE CHICAGO
ok limited Se-rvke 20817)5 SOUnt DERRING FACILITY 10535 SOVTH TORRENCE AVENUE CHICAGO
Full Service 4099271 THOREK BRANOi 836 WEST IRVING PARK ROAD OUCAGO
ok Full Service 2121280 COAL CITY BRANot 20 SOUTH KANKAKEE COAlCITY
full Service 2809038 EVERGREEN PARK BRANCH 2400 WEST 95TH STREET EVUtGREEN PARK
ok Full Service 3188909 FRANKFORT BRANCH 19997 LA GRANGE ROAD FRANKFORT
Full5etvice 810436 CiARONERBRANCJ1 118 DEPOT STREET GARDNER
ok FultSrvlct 3188897 JOLIET ampRANCJ1 2398 ESSINGTON ROAO JOLIET
Full Service 3439553 LOClCPORT BRANCH 16545 WEST 159TH STREET LOCKPORT
ok Full Service 290931 LYONSlST AVENUE BRANCH 8601 OGDEN AVENUE LYONS
ok Full Service 3671504 MINOOKA BRANCH 515 WESTUS ROUTE 6 MINOOKA
ok LlmltcServfce 2111338 MOAAIS LISBON BRANCH 1433 USBON STREET MORRIS
ok Full Servkt 2809010 MORRIS ROUTE 6 BRANCH 1111 WEST US ROUTpound 6 MORRIS
Ful1 Servlct 2809047 NAPERVILLE BRANCH 1607 NORTH AURORA ROAD NAPERVILLE
ok full 5ervfce 2809056 NEW LENOX BRANCH 456 NELSON ROAD NEW LENOX
Full sMce 2103129 OAK FOREST BRANOf 15901 SOUTH CENTRAL AVENUE OAX FOREST
ok Full SeMct 3490255 OAK LAWN lllTH BRANOf 4700 WEST 111TH STREET OAK LAWN
ok Full Sfrvlce 2096717 OAK LAWN 95TH BRANCH 4001 WEST 95TH STREET OAK LAWN
ok Full Service 2295538 ORLAND PARK BRANCH lSCXJO SOUTH WOLF ROAD ORLAND PARt
State VpCode
IL 60457
IL 60440
IL 60409
IL E06H
IL 00617
IL 0063
IL 00617
IL 60613
IL 60416
IL 60805
IL 6042
IL 60424
IL 60435
IL 60441
IL 60534
I L 60447
IL 60450
IL 60450
IL 60563
IL 60451
IL 60452
IL 60453
IL 60453
IL 60467
County CawN FDICUNINUM Offb Numberbull Haad otfice Head Office 10 RSSD Comments
COOK UNITEO STATES 10748 0 STANOARO BANK ANO TRUST COMPANY 19730
Will UN ITED STATES 419532 34 STANDARD BANK ANO TRUST COMPANY 19730
COOK UNITED STATES 510611 44 STANDARD BANK AND TRUST COMPANY 19730
COOK UNITpound0 STATES 429662 35 STANDARD BANK ANO TRUST COMPANY 19730
COOK UNITED STATES 12089 18 STANDARD BANK AND TRUST COMPANY 73ltgt
COOK UNITED STATES 244100 20 STANDARD BANK ANO TRUST COMPANY 19730
COOK UNITED STATES 244099 19 STANDARD BANK ANO TRUST COMPANY 19730
COOK UNITED STATpoundS 510612 4S STANDARD BANKANDTRUSTCOMPANV 1973ltgt
GRUNDY UNITED STATES 263852 17 STANDARD SANK AND TRUST COMPANY 730
COOK UNITED STATES 13875 4 STAN OARD BANK AND TRUST COMPANY 19730
Will UNITED STATES 357237 15 STAN OARD BANK AND TRUST COMPANY 19730
GRUNDY UNITED STATES 7234 1 STAN DARO BANK ANO TRUST COMPANY 19730
Will UNITED STATES 238ASA 13 STANDARD BANK ANO TRUST COMPANY 19730
Will UNlTEO STATES 450324 38 STAN OARD BANK AND TRUST COMPANY 19730
COOK UNITED STATES 10912 22 STANDARD BANK ANO TRUST COMPANY 19730
GRUNDY UNITED STATES 465426 42 STANDARD BANK AND TRUST COMPANY 1973ltgt
GRUNDY UNITED STATES 266774 16 STANDARD BANK ANO TRUST COMPANY 1730
GRUNDY UNITED STATES 2243S6 10 STANDARD BANK AND TRUST COMPANY 19730
OU PAGE UNITED STATES 238451 6 STANDARD BANK ANO TRUST COMPANY 19730
Will UNITED STATpoundS 238452 11 STAN OARD BANK ANO TRUST COMPANY 19730
COOK UNTED STATES 244101 21 STANDARD BANK AND TRUST COMPANY 19730
COOK UNITED STATES 441863 36 STANDARD BANK AND TRUST COMPANY 19730
COOK UNITED STATES 238447 1 STANDARD BANK AND TRUST COMPANY 19730
COOK UNITED STATES 238450 5 STANDARD BANt AND TRUST COMPANY 19730
ok Fullrvke 2100379 PALOS 11HH BfANOl 11901 SOUTHWEST HIGHWAY PALOSPARIC ll 00464 COOK UNITED STATES 238448 2 STAN DARO BANK AND TRUST COMPANY 19730
ok rulSltVice 2427544 PALOS lllST BRANCH 9700WEST lllST STREET PALOS PARK ll 00464 COOK UNlTEOSTATES 238449 3 STAN DARO BANK AND TRUST COMPANY 19730
ot llmtedSrvke 3490273 NORTH RIVERSIDE BRANCH BJSOWEST CERMAK ROAD RlvtRSlDE ll COOK UNITED STATES 441864 37 STANDARD BANK AND TRUST COMPANY 19730
ot FuLServke 3202171 SHOREWOOD BRANOl 970 BROOK FOREST AVENUE SHOREWOOD It - t UNITED STATES 419531 33 STANDARD BANICANDTRUSTCOMPANY 19730
ok FulSrvlee 3188918 VILLA PARK BfWIOi 1 WESrRoostVrlTROAD VlltAPARIC It 50181 OUPAGE UNITED STATES 238455 14 STANDARDBANKANDTRUSTCOMPANY 19730
ok FulSrvke WllMINGTON BRANCH lOOSSOUTH WATER STREET WILMINGTON It 004 lt UNITED STATES 238453 12 STANDARD BANK AND TRUST COMPANY 19730
ok Fulfrvk 3197031 CHESTERTON BRANCH middot 755 JNDIAN BOUNDARY ROAD OIESTERTON IN PORTER UNITEDSTAlES 275664 32 STANDARD BANK AND TRUST COMPANY 19730
ok ruUrvic 2161D17 EASTCHCAGO BRANCH 4518 lNOANAPOUS BOULEVARD EAST CHICAGO IN 46312 lAKE UNITEDSTAlES 29 STANDARDSANKANDTRUSTCOMPANY 19730
ok Fulrvk 4913n HAMMOND BRANCH 1007 CALUMET AVENUE HAMMOND IN 46324 AKE UNITEDSTAlES 42227 30 STANDARD BANK AND TRUST COMPANY 19730
Fulrvlc 2161D3S HIGHtAND BRANCH 2930 RIDGE ROAD HIGHLAND IN 46322 UNITEOSTAlES 275659 27 STANDARD BANK AND lRUST COMP AN I 19730
ot Futtsrvke 2161044 LOWHl BRANCH 2090 EAST COMMERICALAVENUE LOWELL IN 463Sfgt21r AKE ONITEDSTAlES 275661 28 STANDARD BANK ANDTRUSTCOMPANI 19730
ok Full Srvlce 3439562 MERRlllVlllE BRANCH 579WESTUNCOlN HIGHWAY MERRlllVlllE IN 46410 AKE ONlEO STATES 450325 39 STANDARD BANK AND TRUST COMPANI 19730
ok Full Srvice 453712 SAINT JOHN BRANCH 9321 WICKER AVENUE SAINT JOHN IN 46373middot00 AKE ONtlEDSTATES 42414 26 STANDARD BANK AND rnusr COMPANY 19730
middot
Report ttem 4 Directors and Office (1) Name amp Address
J-Ohn R Barber New York NY
Christopher Doody Ne-vYork NY
1pound1 Pnncipal Occupation [rtmiddotrmiddotwittl BHC
Mariaging Partner eohesiVe ea pita I
Princlpal Storm Point Capital
(3) (bull) TrtiePosition with BHC Diredor
Director
FORM FR Y-9
STANDARD BANCSHARES INC Fiscal YearEnding Decttmber3112014
(3) lb) ltlePosition wffi1 Subsidiaries
NIA
NIA
(3) (c TrtlePosltlon wttn otherbuslne$es
Managtng Partner Cohesive Capital
Principal Stone Point Ciipitit
bull Stone Point ls the manager of the TriOOnt funds which are investment entities that own 25 or morn of the outstanding voting seairities orinlerests in various companles Mr Doody ls an ernployee and officer of Stone Point and is oo deemed to contror S1oria Point or the Trldent Funds He is not a principal securities holder of Stone Point or the Trident Funds The invstmenl committees of the Trident Funds are responsible for voting the shares or such companies and Mr Doody is not a member of the investment committees of the Trident Fonds A sctiedule of such companies in which U1e Trident funds hnve invested is available upon request
John o Gallagher Ortand Park IL
Managing Genera[ Partner OfdlarU Hill Bldg Co
Director Dior-standarU Bank
Managin9 GenerBi Partner Orchard HlllmiddotB1dg Co President Ordiard Hm Building Co Inc
Managing Member Qnhard Hill Construction LLC
Managing Membelt Austin Construction Co bull LLC
Presdenl Bougton Development Co
President ennStructildeg Co lnc
Prestdenl middot Farmingdare Development eomiddot
middotana9in middotRa -middot middot fariTijngdre _Mittwo middot
Pldciit_ _ Fam1r9dale Utilify Co_
Managing Partner Frtz91erald Lad lnvestment Ptshp
(4) a) 1w of Voting Shares in BHC
563
middot1483
14450
(4)(o) (4) (b) Names of othfr companitts 4 of Voting (if 25 ormorl voting Shares in Subs securities a held
NIA
NIA
NIA
NIA
NIA
NIA
NIA
NIA
NIA
NIA
Dryden Cons1rudioo Co Inc 100
NIA
NIA
NIA
Frtzgerald Land Investment Plshp 25
(1) Name amp Mdlt=
John D Gallagher CJriand Pru IL
(2) Principal rbull _ BHC1
(3) (b) TdfePosition wiU1 SubsXfiarics
(J)(c TrtiePttSition wTUi other buslncssts
Trustee-Vote 100 Galla171ormiddot Henr)Tnisl
- Gallagher amp Henry Inc
Prumlaquo GaDaQhef Parloecs LP GB4 Jnc
Managing Partner Gl6mwod DevelopmElnt Co
Managmjl farlnelt Heruy Co Managmo Hermann Umd Investment Ptshp
Managing- Kolarlrugtd I lgthp Preltldeot Kokast -kimes Inc
PreSdenl Coo$trixtioo middotmiddot nc
- -MiAdams 400 Investment Ptshp
Msoagir(Q Partner Meifefl1 id lnpoundiiini _Pthp Managing Partner sr middotGod 1nVeslmoo Pbhp Managiog Partnef
-LampftPtshp TruSt6e
ThOGalfaghmiddotorSliujiini middot Trust
(4) (bull) of Voting Shares in BHC
(4) (b) of Voting Shares In SUbs
Names of other companies frf 25 degmom voting securiDes arn heJd NIA
NIA
NIA
NIA
NIA
NIA
NIA
Hennarm Lnnd Investment Ptshp 25
K6irland lovStrnerrlPiStip 25 NIA
NIA
NIA
Laod lNeStrnloi PlShp 25
df1li3 lfjJrlvtrpnt PWiP 25
Land l hp 25
e(Lao1fl PtShp 25_-xmiddotmiddot middot
standard tWesTrust 25 middot
(1) Name amp Address
Tnnothy J GsJlaghet Burr Ridge IL
(2) Principal Occupation [d other than with BHC)
(J) (a) TrltePosifion wtth BHC
(3)(b) TdiePosffion wittl Subskfcuies
OlaHrnan of the Board
(J) (c) TitlePosition with other businees
PreOOeot Brittany Glen Homeownoc l=gtc Suffield Woods Homeowner Assoc FanntngdaJe Viage Com Assoc fumlogdale Vdlage Com Assoc 2 Misty Meadoyenr Homeowner Assoc 1ltings1on Hills liomeOMler Assoc Gallagheramp Henrys Condos Goodiogs Grove Assoc Ganaghcr amp Heruys Goocfings Grove Umbretia Assoc Farmingdale Vil Cooos of Woodridge Homeowner Assoc Radc5ffe rtMe TOvlfflhomes Assoc
BNC OWnefs Assodatioo
Boughton Woodward Commenial Center LLC su-lgle MembeltUC- GB4 i5 member
Union Poirrte Investors Uc Sing1e MemberlLC- Union PcWe Oevclopmeot Co b member
Uoion POOte Buadlog Venture 1lLC Union 00rt lnvestorn LlC ts member Union Pofrrte Buikfing Venlilre 112 LLC Unton Point nveslor lLC is member
Union Pointe Boikfing Venture 3 LLC Union Poinl lnveslors UC is member
standgtnJ Bank -ALm1 Construction Co LlC
Pminlaquo Frtzyerald Lnnd Investment Pbttp
(lt)(bull) ofVotlng Shares in BHC
11520
(4) (b) ofVotiog Shares in Subs
NIA
Names of other companies (If 25 or l1XgtflJ voting securities aro held
NIA NIA NIA NIA NIA NIA NIA WA NIA NIA NIA
WA
NIA
WA
WA
NIA
NIA
WA
NIA
NIA
NIA
WA
WA
(1) =
Timothy J GJJbghctshyBorr Ridge IL
(2) Principal (if oUJef than wtth BHC)
3 (a) TitlePosition wilh BHC (3) 1c) Trtielosilion with other businesses ampcretuy amp Henry Inc
_ GieoMXgtd Developmeot Co
Partner Hermann Land Investment Pt5hp KOOr land Investment Ptstip
Secret3y Kolcast Homes loo
__ Koamp Construction Co Inc
Secrebgty Ordnrd Hin Buikfing Co Inc
Pa1nelt srrvb land 1ovestrnent Pshp -Smotelt Land Investment Ptshp Trustee- Vote 100 The Gollagher stmdafd
Trust
-- uruoo Pointe Development Co
lt4)(a) ofVotiog Shares in BHC
(4) (b) of Voting Shares In Sobs
tfamos of othcreomnk (lf25 ormoro vo6ng sccuritios arc held
NIA
NIA
NIA
Hennano Land Investment Ptshp 25
Kolar land Investment Pshp 25
NIA
NIA
NIA
Maas Land Investment Ptshp 25
McAdams Iand lnv=tmeni Plshp 25
Medema land lnvestme111 Ptshp 25
NIA
NIA
NIA
Slivka land Investment Plshp 25
SmoterUmd I Ptshp 25
Unkio Pointe Devdopmcot Co 25
(11 (21 Pl (a) 3 (b) 3) c) 4 (a) (4)b) Names of othelt com pan Name amp Adqross princi Occupation TJdcPositiorl TJHePositiorl TrticPosIDon of Voting of Voting [If 25 or mon voting
(if other than with Bl tc) wtth SHC with Subsidiaries with other businesses Shares In BHC Shares in Subs securities are heJd
Timothy J GaUagilet Slaquoretmy GB4 Inc SurRXgeIL GB4 lnc 251
Uoioo Polnte Bonding Venture 3 UC NIA Uoiont PoCnt lnves1ocs LLC is member
Lawraooe P Kelley NIA DirododVJCO Chaifman Oamp-edooVlce Chairman NIA 023lt))1 NIA NIA Pltullt IL PreraquoleoUCEO -0-0
standam Bank
Atampief Ko-arldt NIA DirodOlt Dirodoc NIA 0140 NIA NIA 1-fmsdak ll -
Howrd K Priess JI - deg Dirodoc Solo Pradiltgtoelt 0140 NIA NIA NapeMe IL Standard Bank
Owner White Oak Construction LlC Wh4te Oak Construction LLC 100
Robert A RoslKWt NIA Lead ndepcodeot Director oltedoc NIA D140( NIA NIA QOCago u standanl Bank
Charles E Shomo rv NIA deg Ciredor NIA 013lfI( NIA NIA Bur Ridgo IL standam Bank
Patrick J Hunt NIA _ Executive VPCFO NIA 008 NIA NIA Palos Heights IL EVPCfO standanl Bank
deg Scoltzu NIA Asst VPJAssl Asst VPAsst Secy NIA 00CXgt1 NIA NIA
Everyreen Park IL Sea-- SiandagtO Bank
Other Matters
We also have audited in accordance with attestation standards established by the American Institute of Certified Public Accountants Standard Bancshares Inc and Subsidiaries internal control over financial reporting as of December 31 2014 based on criteria established in Internal Control- Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO) in 2013 and our report dated March 13 2015 expressed an unmodified opinion
The consolidated financial statements of Standard Bancshares Inc and Subsidiaries as of and for the year ended December 31 2012 were audited by other auditors whose report dated November 14 2013 expressed an unmodified opinion on those consolidated statements
Schaumburg Illinois March 13 2015
STANDARD BANCSHARES INC AND SUBSI DIARIES
ASSETS
Cash and due from banks
CONSOLI DATED BALANCE SHEETS DECEMBER 31 2014 AND 2013
(in thousands except per share data)
Interest bearing deposits in other banks Federal funds sold
Total cash and cash equivalents Investment securities
Securities held-to-maturity (fair value 2014 - $3564 2013 - $1415)
Securities available for sale at fair value Loans held for sale Loans - net Bank premises and equipment - net Bank premises held for sale Other real estate owned Federal Home Loan Bank stock - at cost Cash surrender value of bank owned life insurance Other assets
Total assets
LIABI LITIES AND SHAREHOLDERS EQU ITY
Commitments and Contingency (Note 14 and 16)
Deposits Non interest-bearing Interest bearing
Total deposits Advances from Federal Home Loan Bank Accrued expenses and other liabilities
Total liabilities
Shareholders equity Preferred stock $01 par value 20000000 shares authorized
no shares issued at December 31 2014 and 2013
Common stock $01 par value 80000000 shares authorized 38 188671 voting and 10434045 non-voting shares
issued at December 31 2014 and 2013
Additional paid-in-capital Retained earnings Accumulated other comprehensive income
Total shareholders equity
2014
$ 41292
153809 4375
199476
3888
154394 8274
1744331
60914
1462
16233
3247
48470
47514
$ 2288203
$ 612646
1380926
1993572
15000 13583
2022155
486
176007 89361
194
266048
2013
$ 55046 174019
5 118
234 183
1762
139588
5408
1619995 65782
12930
3143
47033 55426
$ 2185250
$ 536325
1382780
1919 105
14238
1933343
486
175225 75067
1 129
251907
$28203 $ 218(250 Total liabilities and shareholders egdJY _________ ==sectsectsectsect=----sect--------
The accompanying notes are an integral part of the consolidated financial statements 3
STANDARD BANCSHARES INC AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF INCOME YEARS ENDED DECEMBER 31 2014 2013 AND 2012
(in thousands except per share data)
INTEREST INCOME Loans including fees Investment securities
Taxable Exempt from federal income tax
Interest bearing deposits in other banks Federal funds sold
Total interest income
INTEREST EXPENSE Deposits Federal Home Loan Bank advances and short-term borrowings Notes payable
Total interest expense
Net interest income
Provision for credit losses
Net interest income after provision for credit losses
NON-INTEREST INCOME Deposit account income Secondary mortgage income Gains on sale of securities available for sale Other
Total non-interest income
NON-INTEREST EXPENSES Salaries Employee benefits Net occupancy expense FDIC assessment Data processing Legal Professional services OREO expenses Amortization of intangible assets Goodwill impairment Other
Total non-interest expenses
Income (loss) before income taxes
Income tax expense (benefit)
Net income (loss)
Preferred dividends and discount accretion on preferred shares
Net income (loss) applicable to common shareholders
2014
$ 77838
1494 5
556 1
79894
3964 46
4010
75884
2967
72917
4798 3096
611 11925 20430
30065 6498
11921 1932 2729 1607
805 1652
693
10495
68397
24950
10656
14294
$ 14294
2013
$ 75331
1491
630 2
77454
5368 71
293 5732
71722
8751
62971
4577 4824
11 140 20541
29320 6922
11892 1971 2746 1831 1 102 3109
585
10063
69541
13971
5798
8173
1124
$ 7049
The accompanying notes are an integral part of the consolidated financial statements 4
2012
$ 80553
2078 5
626 3
83265
8837 247
2080 11 164
72 101
33384
38717
4421 4906
9945 19272
26096 7911
12636 3240 2424 2486 1034 3452
644 23987 10463
94373
(36384)
(5622)
(30762)
4090
$ (34852)
STANDARD BANCSHARES INC AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS) YEARS ENDED DECEMBER 31 2014 2013 AND 2012
(in thousands)
2014
Net income (loss) $ 14294 $ Other comprehensive income (loss) net of tax
Unrealized (loss) on securities available-for-sale Unrealized holding (losses) during the period (897) Less Reclassification adjustment for gains included
in net income (loss) 611
Other comprehensive (loss) (1508)
Income tax benefit related to other comprehensive income 573
Other comprehensive (loss) after tax (935)
Comprehensive income (loss) $ 13359 $
2013
8173
(7)
(7)
3
(4)
8169
The accompanying notes are an integral part of the consolidated financial statements 5
2012
$ (30762)
(360)
(360)
136
(224)
$ (30986)
STANDARD BANCSHARES INC AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CHANGES JN SHAREHOLDERS EQUITY YEARS ENDED DECEMBER 31 2014 2013 AND 2012
(in thousands except per share data)
Accumulated Additional Other
Preferred Common Paid-In Retained Comprehensive Stock Stock Caeital Earnings Income (loss)
BALANCE JANUARY 1 2012 $ 61533 $ 4464 $ 39208 $ 103497 $ 1357
Net Joss (30762) Other comprehensive loss net of tax (224) Accretion of discount on preferred stock 627 (627) Dividends declared - preferred stock (3463)
BALANCE DECEMBER 31 2012 62160 4464 39208 68645 1133
Net income 8173 Other comprehensive Joss net of tax (4) Change in par value from 238 to 01 per share (4277) 4277 Accretion of discount on preferred stock 840 (840) Dividends declared - preferred stock (911) Preferred Stock exchanged for 13548387
shares of Common Stock (63000) 136 62864 Issued 16316408 additional shares at $465
per share less issuance cost of $7274 163 68435 Stock based compensation 441
BALANCE DECEMBER 31 2013 486 175225 75067 1129
Net income 14294 Other comprehensive loss net of tax (935) Stock based compensation 782
BALANCE DECEMBER 31 2014 $ $ 486 $ 176007 $ 89361 $ 194
The accompanying notes are an integral part of the consolidated financial statements 6
Total
$ 210059
(30762) (224)
3463)
175610
8173 (4)
(911)
68598 441
251907
14294 (935) 782
$ 266048
STANDARD BANCSHARES INC AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS YEARS ENDED DECEMBER 31 2014 2013 AND 2012
(in thousands)
Cash flows from operating activities Net income (loss) Adjustments
Depreciation and amortization Provision for credit losses Provision for deferred income taxes (Gain) loss from sales of investment securities (Accretion) amortization of (discount) premium on investment securities net Originations of loans held for sale Proceeds from sales of loans held for sale Gains from sales of originated loans held for sale (Gain) loss on sale of other real estate owned (Gain) loss from sale of premises and equipment Write down of other real estate owned Stock based compensation expense Bank owned life insurance income Goodwill impairment Net change in other assets Net change in accrued expenses and other liabilities
Net cash provided by operating activities
Cash flows from investing activities Available-for-sale securities
Proceeds from sale of investment securities Proceeds from maturities of investment securities Purchase of investment securities
Held-to-maturity securities Proceeds from maturities of investment securities Purchase of investment securities
Purchase of Federal Home Loan Bank Stock Redemption of Federal Home Loan Bank stock Net change in loans Purchases of bank premises and equipment Proceeds from sale of bank premises and equipment Proceeds from sale of other real estate owned
Net cash (used in) investing activities
Cash flows from financing activities Net change in deposits Repayment on advances from Federal Home Loan Bank Proceeds from Federal Home Loan Bank advances Repayment of note payable Issuance of common stock net of issuance costs Dividends paid - preferred stock
Net cash provided by financing activities
Net change in cash and cash equivalents Cash and cash equivalents - beginning of year
Cash and cash equivalents - end of year
Supplemental cash flow information Interest paid on deposits and other borrowings Income taxes paid
Supplemental schedule of non-cash investing and financing activities Transfer to foreclosed real estate Transfer to premises held for sale
----change-in-parvalue-on-common-stoc Exchange of preferred stock to common stock
2014
$ 14294
5007 2967 7162
(611) (3)
(101863) 100381
(1928) (426) (491)
1154 782
(1437)
339 (655)
24672
6375 97802
(119885)
312 2430)
(104)
(133338) (1406) 1824 2004
(148846)
74467
15000
89467
(34707) 234183
$ 199476
$ 4031 3736
$ 6035 1462
2013
$ 8173
5239 8751 3425
270 (162764) 162033
(2608) (170)
(1) 2913
441 (1437)
4939 (2284) 26920
35918
214
2521 (126716)
(1777) 2
5135 (84703)
135 (23466)
(16 100) 68598 (6026)
23141
(34642) 268825
$ 234183
$ 10170 274
$ 3912
427-7 63000
The accompanying notes are an integral part of the consolidated financial statements 7
2012
$ (30762)
5624 33384 (6928)
334 (205693) 216624
(3620) 136 (18)
2476
(1469) 23987
3245 4268
41588
99963 (134057)
157
12531 (47883)
(2534) 18
4096 67709)
49431 (8615)
40816
14695 254130
$ 268825
$ 9316 138
$ 12108
STANDARD BANCSHARES INC AND SUBSIDIARIES
NOTES TO CONSOLIDATED FI NANCIAL STATEMENTS (in thousands except share data)
Note 1 - Summary of Significant Accounting Policies
The accompanying financial statements are prepared in accordance with generally accepted accounting principles and conform to general practices within the banking industry A summary of the significant accounting policies follows
Nature of Operations
Standard Bancshares Inc (the Company) is a bank holding company whose principal activity is the ownership and management of its wholly-owned subsidiary Standard Bank and Trust Company (the Bank) The Bank generates commercial mortgage and consumer loans and receives deposits from customers located primarily in the Chicago Metropolitan Northwest Indiana and surrounding areas The Bank operates under a state bank charter and provides full banking services As a state bank the Bank is subject to regulation by the Illinois Department of Financial and Professional Regulation and the Federal Deposit Insurance Corporation The Bank has two whol ly-owned subsidiaries One of those subsidiaries is an insurance agency and the other holds other real estate owned and land acquired for potential future development
Principles of Consolidation
The consolidated financial statements include the accounts of Standard Bancshares I nc the Bank and its wholly-owned subsidiaries after elimination of al l material intercompany transactions and balances
Use of Estimates
To prepare financial statements in conformity with accounting principles generally accepted in the U nited States of America management makes estimates and assumptions based on available information These estimates and assumptions affect the amounts reported in the financial statements and the disclosures provided and actual results could differ The allowance for loan losses valuation of other real estate owned evaluation of other intangible assets for impairment deferred tax assets and fair values of financial instruments are particularly subject to change
Investment Securities
Debt securities are classified as held-to-maturity when the Company has the positive intent and ability to hold the securities to maturity Securities held-to-maturity are carried at amortized cost The amortization of premiums and accretion of discounts are recognized in interest income using methods approximating the interest method over the period to maturity
Debt securities not classified as held-to-maturity are classified as available-for-sale Securities availableshyfor-sale are carried at fair value with unrealized gains and losses reported in other comprehensive income Realized gains (losses) on securities available-for-sale are included in other income (expense) and when applicable are reported as a reclassification adjustment net of tax in other comprehensive income Gains and losses on sales of securities are determined on the specific-identification method
Management evaluates securities for other-than-temporary impairment (OTT) on at least a quarterly basis and more frequently when economic or market conditions warrant such an evaluation For securities in an unrealized loss position management considers the extent and duration of the unrealized loss and the financial condition and near-term prospects of the issuer Management also assesses whether it intends to sell or it is more likely than not that it will be required to sell a security in an unrealized loss position before recovery of its amortized cost basis I f either of the criteria regarding intent or requirement to sell is met the entire difference between amortized cost and fair value is recognized as impairment through earnings For debt securities that do not meet the aforementioned criteria the
8
STAN DARD BANCSHARES I NC AND SU BSI DIARIES
NOTES TO CONSOLI DATED FINANCIAL STATEMENTS (in thousands except share data)
Note 1 - Summary of Significant Accounting Policies (Continued)
Investment Securities (Continued)
amount of impairment is split into two components as follows 1) OTII related to credit loss which must be recognized in the income statement and 2) OTII related to other factors which is recognized in other comprehensive income The credit loss is defined as the difference between the present value of the cash flows expected to be collected and the amortized cost basis For equity securities the entire amount of impairment is recognized through earnings
Loans Held for Sale
Mortgage loans originated and intended for sale in the secondary market are carried at the lower of the aggregate cost or fair value as determined by outstanding commitments from investors
Mortgage loans held for sale are generally sold with servicing rights retained Gains and losses on sales of mortgage loans are based on the difference between the selling price and the carrying value of the related loan
Loans
Loans that management has the intent and ability to hold for the foreseeable future or until maturity or payoff are reported at the principal balance outstanding less origination fees - net of costs and an allowance for loan losses Interest income is accrued on the unpaid principal balance Loan origination fees net of certain direct origination costs are deferred and recognized in interest income over the respective term of the loan using the level-yield method without anticipating prepayments
Interest income on mortgage and commercial loans is generally discontinued at the time the loan is 90 days delinquent unless the loan is well-secured and in the process of collection Consumer loans are typically reviewed for charge-off no later than 120 days past due Past due status is based on the contractual terms of the loans Nonaccrual loans and loans past due 90 days still on accrual include both smaller balance homogeneous loans that are collectively evaluated for impairment and individually classified impaired loans In a l l cases loans are placed on nonaccrual or charged off at an earlier date if collection of principal or interest is considered doubtful
All interest accrued but not collected for loans that are placed on nonaccrual or charged off is reversed against interest income The interest on these loans is accounted for on the cash-basis or cost-recovery method until qualifying for return to accrual Loans are returned to accrual status when a l l the principal and interest amounts contractually due are brought current and future payments are reasonably assured
The Bank grants commercial and residential mortgage commercial and consumer loans to customers A substantial portion of the loan portfolio is represented by loans to commercial businesses generally secured by business assets and real estate throughout the Chicago Metropolitan Northwest Indiana and surrounding areas The ability of the Companys debtors to honor their contracts is dependent on the real estate and general economic conditions in this area
Allowance for Credit Losses
The allowance for credit losses is evaluated on a regular basis by management and is based upon managements periodic review of the collectability of the loans in the light of historical experience the nature and volume of the loan portfolio adverse situations that may affect the borrowers ability to repay estimated value of any underlying collateral and prevailing 0conomic conditions The al lowance for loan losses is a valuation a llowance for probable incurred credit losses increased by the provision for loan
9
STANDARD BANCSHARES INC AND SUBSI DIARIES
NOTES TO CONSOLI DATED FINANCIAL STATEMENTS (in thousands except share data)
Note 1 - Summary of Significant Accounting Policies (Continued)
Allowance for Credit Losses (Continued)
losses and recoveries and decreased by charge-off of loans Management believed the estimated allowance for loan losses to be adequate based on known and inherent risks in the portfolio past loan loss experience information about specific borrower situations estimated collateral values economic conditions and other factors Allocations of the allowance may be made for specific loans but the entire allowance is available for any loan that in managements judgment should be charged-off Loan losses are charged against the al lowance when management believes the uncollectability of the loan balance is confirmed
The allowance consists of specific and general components The specific component relates to loans that are individually classified as impaired The general component covers non-impaired loans and is based on a historical migration analysis adjusted for current qualitative environmental factors The Company maintains a loss migration analysis that tracks loan losses and recoveries based on loan type as well as the loan risk grade assignment for commercial loans During 2013 the Company chose to change its methodology for determining the general component of the reserves Previously the portfolio was segmented into four categories and used a straight line three year loss history The Company now uses a migration analysis system that segments the portfolio into six categories incorporates losses by risk grade and the impact of changes in risk grade The system looks at a charge-off and the risk g rade of that loan during the prior eight quarters and then allocates a portion of the loss to the various risk grades The system incorporates charge-offs during the last four eight quarter segments These historical loss percentages are adjusted (both upwards and downwards) for certain qualitative environmental factors including economic trends credit quality trends concentration risks quality of loan review changes in staff and external factors and other considerations This evaluation is inherently subjective as it requires estimates that are susceptible to significant revision as more information becomes available
A loan is impaired when based on current information and events it is believed to be probable that the Company will be unable to collect all amounts due according to the contractual terms of the Joan agreement Loans for which the terms have been modified with no benefit to the Company received and for which the borrower is experiencing financial difficulties are considered troubled debt restructurings (TDRs) and classified as impaired Factors considered by management in determining impairment include payment status collateral value and the probability of collecting scheduled principal and interest payments when due Loans that experience insignificant payment delays and payment shortfalls generally are not classified as impaired Management determines the significance of payment delays and payment shortfalls on a case-by-case basis taking into consideration all of the circumstances surrounding the loan and the borrower including the length of the delay the reasons for the delay the borrowers prior payment record and the amount of the shortfall in relation to the principal and interest owned The Company evaluates impaired loans individually to determine whether or not interest continues to be accrued
All loans with relationship balances exceeding $250000 and an internal risk grading of 6 or worse are evaluated for impairment Generally al l loans over $250000 and on non-accrual will be considered impaired f a loan is impaired a portion of the allowance is al located so that the Joan is reported net at the present value of estimated future cash flows using the loans existing interest rate or at the fair value of collateral less estimated costs to sell if repayment is expected solely from the collateral Large groups of smaller balance homogeneous loans such as consumer and residential real estate loans are collectively evaluated for impairment and accordingly they are not separately identified for impairment disclosures
10
STANDARD BANCSHARES INC AND SU BSIDIARIES
NOTES TO CONSOLIDATED FI NANCIAL STATEMENTS (in thousands except share data)
Note 1 - Summary of Significant Accounting Policies (Continued)
Allowance for Credit Losses (Continued)
While management uses available information to recognize losses on loans further reductions in the carrying amounts of loans may be necessary based on changes in local economic conditions In addition regulatory agencies as an integral part of their examination process periodically review the estimated losses on loans Such agencies may require the Company to recognize additional losses based on their judgments about information available to them at the time of their examination Because of these factors it is reasonably possible that the estimated losses on loans may change materially in the near term However the amount of the change that is reasonably possible cannot be estimated
Transfers of Financial Assets
Transfers of financial assets are accounted for as sales when control over the assets has been relinquished Control over transferred assets is deemed to be surrendered when the assets have been isolated from the Company the transferee obtains the right (free of conditions that constrain it from taking advantage of that right) to pledge or exchange the transferred assets and the Company does not maintain effective control over the transferred assets through an agreement to repurchase them before their maturity
Bank Premises and Equipment
Land is carried at cost Other premises and equipment are carried at cost net of accumulated depreciation Depreciation is computed using the straight-line method based principally on the estimated useful lives of the assets Maintenance and repairs are expensed as incurred while major additions and improvements are capitalized Gains and losses on dispositions are included in current operations
Premises held for sale are carried at the lower of cost or fair value less costs to sell Fair values are based on third-party appraisals of the properties
Mortgage Servicing Rights
When mortgage loans are sold with servicing retained servicing rights are initially recorded at fair value with the income statement effect recorded as income on the sale of loans Fair value is based on market prices for comparable mortgage servicing contracts when available or alternatively is based on a valuation model that calculates the present value of estimated future net servicing income All classes of servicing assets are subsequently measured using the amortization method which requires servicing rights to be amortized into non-interest income in proportion to and over the period of the estimated future net servicing income of the underlying loans
Servicing rights are evaluated for impairment based upon the fair value estimate of the rights as compared to the carrying amount I mpairment is determined by stratifying rights into groupings based on predominant risk characteristics of the underlying loans Such characteristics include loan type loan size interest rate date of origination and loan term Impairment is recognized through a valuation a llowance to the extent that fair value is less than the carrying amount If the Company later determines that a l l or a portion of the impairment no longer exists for a particular grouping a redudion of the a llowance may be recorded as an increase to income The fair value of servicing rights are subject to significant fluctuation as a result of changes in estimated and actual prepayment speeds and default rates and losses For the years ended December 31 2014 2013 and 2012 mortgage servicing rights were determined not to be impaired
1 1
STANDARD BANCSHARES INC AND SUBSIDIARIES
NOTES TO CONSOLI DATED FINANCIAL STATEMENTS (in thousands except share data)
Note 1 - Summary of Significant Accounting Policies (Continued)
Mortgage Servicing Rights (Continued)
Servicing fee income which is reported on the income statement as secondary mortgage income is recorded for fees earned for servicing loans The fees are based on a contractual percentage of the outstanding principal or a fixed amount per loan and are recorded as income when earned The amortization of mortgage servicing rights is netted against secondary mortgage income Servicing fees totaled $969 $878 and $643 for the years ended December 3 1 2014 2013 and 2012 respectively Late fees and ancillary fees related to loan servicing are not material
Other Real Estate Owned
Real estate properties acquired through or in lieu of loan foreclosures are initially recorded at the fair value less estimated selling cost at the date of foreclosure Any write-downs based on the assets fair value at the date of acquisition are charged to the allowance for credit losses After foreclosure valuations are periodically performed by management and property held for sale is carried at the lower of the new cost basis or fair value less cost to sell Impairment losses on property to be held and used are measured as the amount by which the carrying amount of a property exceeds its fair value Costs of significant property
middotimprovements are capitalized whereas costs relating to holding property are expensed The portion of interest costs relating to development of real estate is capitalized Valuations are periodically performed by management and any subsequent write-downs are recorded as a charge to operations if necessary to reduce the carrying value of a property to the lower of its cost or fair value less cost to sell
Federal Home Loan Bank (FHLB) Stock
The Bank is a member of the FHLB Chicago Members are required to own a certain amount of stock based on the level of borrowings and other factors and may invest additional amounts FHLB stock is carried at cost classified as a restricted security and periodically evaluated for impairment based on ultimate recovery of par value When declared cash and stock dividends are recorded as income
Bank Owned Life Insurance
The Company has purchased life insurance policies on certain key executives and officers Bank owned life insurance is recorded at the amount that can be realized under the insurance contract at the balance sheet date which is the cash surrender value adjusted for other charges or other amounts due that are probable at settlement
Goodwill and Other Intangible Assets
Goodwil l resulting from business combinations prior to January 1 2009 represents the excess of the purchase price over the fair value of the net assets of businesses acquired Goodwill resu lting from business combinations after January 1 2009 is generally determined as the excess of the fair value of the consideration transferred plus the fair value of any non-controlling interests in the acquiree over the fair value of the net assets acquired and liabilities assumed as of the acquisition date Goodwill and intangible assets acquired in a purchase business combination and determined to have an indefinite useful life are not amortized but tested for impairment at least annually or more frequently if events and circumstances exists that indicate that a goodwill impairment test should be performed Goodwill totaling $23 987 was fully written off in 2012 Intangible assets with definite useful lives consist of core deposits acquired and are amortized over their estimated useful life of fifteen years to their estimated residual values
12
STANDARD BANCSHARES INC AND SUBSIDIARIES
NOTES TO CONSOLI DATED FI NANCIAL STATEMENTS (in thousands except share data)
Note 1 - Summary of Significant Accounting Policies (Continued)
Derivatives
ASC Topic 815 requires that every derivative instrument be recorded in the balance sheet as either an asset or liability measured at its fair value The guidance requires that changes in the derivatives fair value be recognized currently in earnings unless specific hedge accounting criteria are met The Company provides customers with interest rate swap transactions and offsets the transactions with interest rate swap transactions with inter-bank dealer counterparties Derivative contracts entered into by the Company are limited to those that are treated as non-designated derivative instruments Changes in the fair value of these derivatives are reported in earnings as non interest income
Mot1gage Banking Activities
Commitments to fund individual mortgage loans (interest rate locks) to be sold into the secondary market are taken out on both a best efforts and mandatory basis Mandatory commitments which are not executed are subject to potential pair off fees which reflect the changes in the market value of these commitments should unfavorable rate changes occur The Bank has had a sufficient best efforts commitment pipeline to satisfy any potential fallout of individual mandatory commitments Any pair off fees incurred are not material
Stock-Based Compensation
Compensation cost is recognized for stock options and awards issued to employees based on the fair value of these awards at the date of grant A B lack-Scholes model is utilized to estimate the fair value of stock options Compensation cost is recognized over the required service period generally defined as the vesting period
Income Taxes
Income taxes are provided for the tax effects of the transactions reported in the financial statements and consist of taxes currently d ue plus deferred taxes related primarily to differences between the basis of the a llowance for credit losses other real estate owned non-accrual interest and State net operating loss carryforwards The deferred tax assets and liabilities represent the future tax return consequences of those differences which will either be taxable or deductible when the assets and liabilities are recovered or settled Deferred tax assets and liabilities are reflected at income tax rates applicable to the period in which the deferred tax assets or liabilities are expected to be realized or settled As changes in tax laws or rates are enacted deferred tax assets and liabilities are adjusted through the provision for income taxes The Company files consolidated income tax returns with its subsidiaries
The Company recognizes a tax position as a benefit only if it is more likely than not that the tax position would be sustained in a tax examination including resolution of related appeals or litigation p rocesses The amount recognized is the largest amount of tax benefit that is greater than 50 likely of being realized on examination For tax positions not meeting the more likely than not test no tax benefit is recorded The Company recognizes interest and penalties related to income tax matters in income tax expense
Comprehensive Income
Comprehensive income consists of net income and other comprehensive income Other comprehensive income includes unrealized gains and losses on securities available for sale which are also recognized as separate components of equity
13
STANDARD BANCSHARES INC AND SUBSI DIARIES
NOTES TO CONSOLI DATED FI NANCIAL STATEMENTS (in thousands except share data)
Note 1 - Summary of Significant Accounting Policies (Continued)
Trust Assets and Fees
Assets held in a fiduciary or agency capacity are not included in the consolidated balance sheets since such items are not assets of the Company_ Income from trust fees is recorded when received This income does not differ materially from trust fees computed on an accrual basis
Cash Flows
The Company considers al l cash and due from banks cash advanced under ATM funding agreements interest-bearing deposits in other banks and federal funds sold to be cash equivalents for the purposes of the statements of cash flows
Reclassification
Certain reclassifications have been made in the prior year financial statements to conform with the current year presentation with no effect on net income or shareholders equity
New Accounting Pronouncements
In January of 2014 the Financial Accounting Standards Board (FASB) issued guidance to clarify when an in substance repossession or foreclosure occurs and an entity is considered to have received physical possession of the residential real estate property such that a loan receivable should be derecognized and the real estate property recognized Additionally the guidance requires interim and annual disclosure of the amount of foreclosed residential real estate property held by the entity and the recorded investment in consumer mortgage loans collateralized by residential real estate property that are in the process of foreclosure according to local requirements of the applicable jurisdiction The guidance is effective for annual and interim periods beginning after December 15 2014 and can be applied retrospectively or prospectively Management does n ot expect the adoption of this guidance will materially impact the Companys financial condition resu lts of operations or liquidrty_
In January 2014 the FASB amended existing guidance to eliminate the effective yield election and to 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 Disclosures for a change in accounting principle are required upon transition The amendment is effective for annual and interim periods beginning after December 15 2014 Adoption of this standard is not expected to have a material effect on the Companys financial condition or results of operations
Subsequent Events
Management reviewed subsequent events for recognition and disclosure through March 13 2015 which is the date the financial statements were available to be issued_
14
STANDARD BANCSHARES INC AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (in thousands except share data)
Note 2 - Cash and Cash Equivalents
The Companys banking subsidiary is required by the Federal Reserve Bank to maintain certain average cash reserve balances The required reserve balance at December 31 2014 and 2013 was $1 7889 and $ 1 7 395 respectively
The nature of the Companys business requires that it maintain amounts due from banks federal funds sold and interest-bearing deposits in other banks which at times may exceed federally insured limits Management monitors these correspondent relationships and the Company has not experienced any losses in such accounts
Note 3 - Investment Securities
Carrying amounts and fair values of investment securities were as follows
December 3 1 2014 December 31 2013 Gross Gross Gross Gross
Amortized Unrealized Unrealized Fair Amortized Unrealized Unrealized Fair Cost Gains Losses Value Cost Gains Losses Value
Held-to-maturity
Mortgage-backed $ 266 $ 18 $ $ 284 $ 378 s 25 $ - $ 403 securlties - residential
States and political subdivisions 2230 2230
Trust preferred security 1 392 (342) 1 050 1384 372) 1012
Total held-to-maturity 3888 18 (342) 3564 1762 25 (372) 1 415
Available-for-sale US g overnment-sponsored 1 46410 72 (1 75) 1 46307 1 24245 186 124431
entities and agencies
Mortgage-backed securities - residential 3436 232 3668 1 1287 916 12203
Equity securtties 4235 184 441 9 2235 735 (16) 2954
Total available-for-sale 154081 488 (175) 154394 137767 1837 (16) 139588
Total investment securities $157969 $506 $(517) S157958 $1 39529 $1862 $ (388) $141 003
15
STANDARD BANCSHARES INC AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (in thousands except share data)
Note 3 - Investment Securities (Continued)
The amortized cost and fair value of debt securities at December 31 2014 by contractual maturity are shown below Maturities may differ from contractual maturttie in mortgage-backed securities -residential because the mortgages underlying the securities may be called or repaid without any penalties Equity securities have no maturity therefore these securities are not included in the maturity categories in the following summary
Amounts maturing in
One year or less After one year through five years After five years through ten years Over ten years Mortgage-backed securities - residential Equity securities
Total
Securities Held-to-maturity
Amortized Fair Cost Value
$2155 $2155 75 75
1392 1050 266 284
3 888 3 564
Securities Avaiiable-for-sale
Amortized Fair Cost Value
$ 33447 $ 33486 112963 112821
3436 3668 4 235 4 419
154 081 154 394
Equity securities include $4027 of Community Reinvestment Act (CRA) eligible mutual funds and $392 in Fannie Mae and Freddie Mac preferred stock
The proceeds from sales of securities available-for-sale and the associated gains and losses are listed below for the year ended 2014
Proceeds
Gross gains Gross losses
There were no sales of securities in 2013 or 2012
$6375
611
Investment securities with a carrying value of $115645 and $135656 at December 31 2014 and 2013 respectively were pledged to secure public deposits short-term borrowings and for other purposes required or permitted by law
Information pertaining to securities with gross unrealized losses at December 31 2014 and 2013 aggregated by investment category and length of time that individual securities have been in a continuous loss position follows
16
STANDARD BANCSHARES INC AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (in thousands except share data)
Note 3 - Investment Securities (Continued)
Less Than 1 2 Months
December 31 201 4
Held-to-maturity Trust preferred security
Available-for-sale US government-sponsored
entities and agencies
Fair Value
$
$76908
Gross Unrealized
Losses
$
$(1 75)
1 2 Months or Greater
Fair Value
$ 1 050
$
Gross Unrealized
Losses Fair Value
$(342) $ 1 050
$ $76908
Total Gross
Unrealized Losses
$ (342)
$ (1 75)
Less Than 1 2 Months 1 2 Months or Greater Total Gross Gross Grnss
Fair Unrealized Unrealized Unrealized December 31 2013 Value Losses Fair Value Losses Fair Value Losses
Held-to-maturity Trust preferred security $ $ $ 1 012 $(372) $ 1 0 1 2 $ (372)
Available-for-sale Equity securities $1 984 $ (1 6) $ $ $ 1 984 $ (1 6)
Management evaluates securities for other-than-temporary impairment at least on a quarterly basis and more frequently when economic or market concerns warrant such evaluation Consideration is given to (1) the length of time and the extent to which the fair value has been less than cost (2) the financial condition and near-term prospects of the issuer and (3) the intent and ability of the Company to retain its investment in the issuer for a period of time sufficient to allow for any anticipated recovery in fair value
The Company had seventeen securities in a loss position at December 31 2014 One security is a trust preferred security with an amortized cost of $1 392 and an unrealized loss of $342 The other sixteen securities are government sponsored entity and agency securities with an amortized cost of $77083 and an unrealized loss of $175
The unrealized loss on the trust preferred security and government-sponsored entities and agencies were related to changes in interest rates and illiquidity in the financial services industry Management has evaluated the prospects of the issuer in relation to the severity and duration of the impairment Based on that evaluation and managements ability and intent to hold those investments for a reasonable period of time sufficient for a forecasted recovery of fair value management does not consider those investments to be other-than-temporarily impaired at December 31 201 4
17
STANDARD BANCSHARES INC AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (in thousands except share data)
Note 4 - Loans
Major Classifications of loans are as follows
Construction and land development Commercial Commercial real estate non-owner occupied Commercial real estate owner occupied Residential real estate Consumer
Total
Origination fees - net of costs Allowance for credit losses
Loans net
201 4 $ 110343
449341 427043 569269 1 18612
97066
1 771 674
( 1 023) (26320)
$1744331
2013 $ 140294
324898 4 1 9775 550900 1 1 7 343 1 08664
166 1 874
(984) (40895)
$161 9995
Construction loans are generally based upon estimates of the cost and value associated with the construction of the property Construction loans often involve the disbursement of substantial funds with repayment primarily dependent upon the success of the completed project Sources of repayment for these types of loans may be permanent loans from long-term lenders or sales of developed property Generally these loans have a higher risk profile than other real estate loans due to their repayment being sensitive to real estate values interest rate changes governmental regulations of real property demand and supply of similar projects the availability of long term financing and changes in general economic condition
Commercial loans are primarily lines of credit and equipment loans that are secured by accounts receivable inventory fixed assets and sometimes with real estate These loans are repaid through the operating cash flow of the company The increase in commercial loans was due to generally improved business activity resulting from the stabilizing economy and our focus on generating growth in this category of lending in order to better diversify our commercial portfolio Commercial loans are underwritten after evaluating and understanding the borrowers ability to operate its business
Underwriting standards are designed to ensure repayment of loans and mitigate loss exposure As part of the underwriting process the Company examines current cash flows to determine the ability of the borrower to repay its obligations as agreed Commercial loans are primarily made based on the identified cash f lows of the borrowers and secondarily on the underlying collateral provided by the borrower
Commercial real estrite locins consisted primarily of loans to business owners and developersinvestors in owner and non-owner occupied commercial properties The Company classifies the properties into owner-occupied which represents loans where more than 50 of the rental income is from the owner of the property or a related company and non-owner occupied represents loans where less than 50 of the rental income is from the owner of the property Non-owner occupied can include 5-unit or more apartment buildings retail office buildings hotels warehouse and industrial properties Repayment will come from the rental income paid by the tenants or owner Commercial real estate loans are subject to underwriting standards and processes similar to commercial loans in addition to those standards and processes specific to real estate Commercial real estate lending typically involves higher loan principal amounts and the repayment of the loans is largely dependent upon the successful operation of the property securing the loan or the business conducted on the property securing the loan Commercial real estate loans may be more adversely affected by conditions in the real estate market or in the general economy The properties securing the Companys commercial real estate portfolio are diverse in terms
1 8
STANDARD BANCSHARES INC AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (in thousands except share data)
Note 4 - Loans (Continued)
of type and geographic location within our market area Management monitors and evaluates real estate loans based on cash flow collateral location and risk grade criteria
The residential real estate portfolio consists of 1-4 family first lien loans secured by the borrowers home and are generally within our market area Any loans outside our market area are to customers with homes or businesses in our market areas
The consumer loans consist of loans to individuals for consumer purposes home equity loans home equity lines of credit and second mortgages Consumer loans are centrally underwritten utilizing various loan policy guidelines that take into consideration the borrowers ability to repay and the collateral offered
At December 31 2014 and 2013 certain officers directors and companies in which they have beneficial ownership were indebted to the Bank in the aggregate amount of $32267 and $36457 respectively During 2014 no new loans were made to such related parties and net repayments on existing loans amounted to $4 1 90 During 2013 new loans made to such related parties amounted to $389 and net repayments on existing loans amounted to $2082
19
STANDARD BANCSHARES INC AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (in thousands except share data)
Note 4 - Loans (Continued)
All owance fo r Credit L osses
Following is a summary of the activity in the allowance for credit losses
Commercial Commercial Real Estate Real Estate Non-owner Owner Residential
December 31 2014 Construction Commercial Occu12ied Occu12ied Real Estate Consumer Total
Allowance for loan losses
Beginning balance $ 16575 $ 2072 $ 3390 $ 1 2255 $ 3545 $ 3057 $ 40895
Provision for credit losses (1 945) 1981 5370 (3859) 193 1 228 2967
Loans charged-off (1 1 039) ( 1 717) (4247) (2632) (475) (994) (211 04)
Recoveries 2 833 _llsect 200 __sectQ __fil1_ 3 562
Total ending allowance balance $_JJA23 L2A28 $_A79j_ $ 5 955 $ 3 323 $ 26 320
Commercial Commercial Real Estate Real Estate Non-owner Owner Residential
December 31 2013 Construction Commercial Occu12ied 0CCUQied Real Estate Consumer Total
Allowance for loan losses
Beginning balance $17755 $ 4168 $ 1 3052 $ 18109 $ 3317 $ 2805 $ 59206
Provision for credit losses 6401 (724) (839) 2310 742 861 8751
Loans charged-off (7635) (1472) (1 0720) (8237) (515) (659) (29238)
Recoveries _M __jQQ ---1sectfil 74 __ 1 -2Q --2J1sect Total ending allowance balance $16 57S $2J)72 $ 3 390 $ 12 256 L351s UD57 $ 40 895
Commercial Commercial Real Estate Real Estate Non-owner Owner Residential
December 31 2012 Construction Commercial Occu12ied 0CCUQied Real Estate Consumer Total
Allowance for loan losses
Beginning balance $13016 $ 3214 $ 5275 $ 11620 $ 1975 $ 1860 $ 36960
Provision for credit losses 791 6 4614 8620 6815 3149 2270 33384
Loans charged-off (6354) (3937) (917) (401) (1841) (1362) (14812)
Recoveries ---11lZ _____fl_ 74 75 ___M ___E 3 674
Total ending allowance balance $1L155 $A1fill iil3 052 gt rn ms $ 3 3JZ $ 2 605 $ 59 206
20
STANDARD BANCSHARES INC AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (in thousands except share data)
Note 4 - Loans (Continued)
The following tables present the balance of the allowance for loan losses and the recorded investment in loans by portfolio segment and based on impairment method
December 31 201 4
Allowance for Joan losses
Ending balance individually evaluated for impainnent
Ending balance collectively evaluated for impainnent
Total ending allowance
Loans Ending balance individually evaluated
for impainnent Ending balance collectively evaluated
for impainnent
Total ending loan balances
Oecember 31 2013
Allowance for loan losses
Ending balance individually evaluated for impainnent
Ending balance collectively evaluated for impainnent
Total ending allowance
Loans Ending balance individually evaluated
for impainnent Ending balance collectively evaluated
for impainnent
Total ending Joan balances
Construction
s 5136
1 287
_$ 6 423
$ 20252
90 091
$jj0 343
Construction
$ 14662
1 913
_$ J6 szs
$ 35249
1 05 045
S140 29plusmn
Commercial
$ 601
1 827
_$ 2 428
$ 871
448470
$449 34j
Commercial
$ 461
1 6 1 1
$ 2 OZ2
$ 2294
322604
$32plusmn 888
2 1
Commercial Real Estate Non-owner Occupied
$ 1 373
3 41 8
$ 4Z9J
$ 1 5345
411 698
$427 043
Commercial Real Estate Non-owner Occupied
$ 1 865
1 525
$ 3 390
$ 1 5176
404 599
$4J9 ZZ5
Commercial Real Estate
Owner Occupied
$ 5 1 6
5 449
_$ 5 965
$ 6706
562563
$569 269
Commercial Real Estate
Owner Occupied
$ 3331
8 925
$ j2 256
$ 1 7201
533699
$550 900
Residential Real Estate
$ 1 665
1 658
$ 3 323
$ 5795
1 1 2817
$118 612
Residential Real Estate
$ 1 496
2 049
$ 3 545
$ 3799
1 1 3 544
S1H 343
Consumer Total
s 2 160 s 1 1 451
1 230 14 869
_$ 3 GO $ 76320
s 4377 $ 53346
92689 1 71 8328
_$ 97 066 $j Vj 674
Consumer Total
s 1 334 $ 23149
1 723 17 746
$ 3 057 $ 40 895
$ 3592 $ 77311
1 0 5072 1 584 563
S10B 664 S1 661 8Z4
STANDARD BANCSHARES INC AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (in thousands except share data)
Note 4 - Loans (Continued)
The following tables present loans individually evaluated for impairment by class of loans
Unpaid Allowance for Average Principal Recorded Loan Losses Recorded
December 31 2014 Balance Investment Allocated Investment
Wrth no related allowance recorded Construction $1 4349 $ 2200 $ $ 2824
Commercial 1 866 266 623
Commercial real estate non-owner occupied 12128 1 0392 1 1 282
Commercial real estate owner occupied 1 0541 3771 3617
Residential real estate 999 999 1 1 58
Consumer 2 557 ____1MQ --- -----1m Subtotal $42440 $1 91 87 _$ __
- $20780
With an allowance recorded
Construction $24344 $1 8052 $5 136 $27023
Commercial 605 605 601 1 498
Commercial real estate non-owner occupied 7149 4953 1 373 4132
Commercial real estate owner occupied 3163 2935 5 1 6 8607
Residential real estate 4796 4796 1 665 3736
Consumer _____bill_ _____bill_ ____lJ_sectQ 2 997
Subtotal $42875 $34159 $1 1 451 $47993
Construction $38693 $20252 $5136 $29847
Commercial 2471 871 601 2121
Commercial real estate non-owner occupied 1 9277 1 5345 1 373 1 5414
Commercial real estate owner occupied 1 3704 6706 5 1 6 1 2224
Residential real estate 5795 5795 1 665 4894
Consumer 5 375 4 377 ____lJ_sectQ 4 273
Total $1U51 S6JUL1
22
Interest Income
Recognized
$ 460
69
361 2 1 9
5 1
___g $ 11 92
$ 325 1 1
72
1 1 5
1 20
$ 676
$ 785
80
433
334
1 71
-----2i $1 868
STANDARD BANCSHARES INC AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (in thousands except share data)
Note 4 - Loans (Continued)
Unpaid Allowance for Average Interest
Principal Recorded Loan Losses Recorded Income December 31 201 3 Balance Investment Allocated Investment Recognized
With no related allowance recorded Construction $ 3440 $ 2790 $ $ 6783 $ 1 5
Commercial 1 761 1 761 1 828 76
Commercial real estate non-owner occupied 9051 9051 1 0068 410
Commercial real estate owner occupied 3664 341 3 1 368 84
Residential real estate 1 284 1 284 1 254 26
Consumer 1 477 ------1Jn --- ____1dQsect_ ___2Q Subtotal $20677 $1 9426 L____ $22809 LJill
With an allowance recorded
Construction $41 71 0 $32459 $1 4662 $32 188 $ 671
Commercial 533 533 461 499 6
Commercial real estate non-owner occupied 6125 6125 1 865 1 1 128 45
Commercial real estate owner occupied 20172 1 3788 3331 1451 6 318
Residential real estate 25 1 5 251 5 1 496 2170 1 01
Consumer 2 465 2 465 Subtotal $73520 $57885 $23149 $62354 llill
Construction $45150 $35249 $14662 $38971 $ 686 Commercial 2294 2294 461 2327 82
Commercial real estate non-owner occupied 1 5176 1 5176 1 865 21 1 96 455
Commercial real estate owner occupied 23836 17201 3331 15884 402
Residential real estate 3799 3799 1 496 3424 1 27
Consumer 3 942 3592 3 361 ___sectpound Total $M1_9Z $77 311 $23 149 $ll_5_1fill $1 814
23
STANDARD BANCSHARES INC AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (in thousands except share data)
Note 4 - Loans (Continued)
Unpaid Allowance for Average Interest
Principal Recorded Loan Losses Recorded Income December 31 2012 Balance I nvestment Allocated I nvestment Recognized
With no related allowance recorded Construction $ 2712 $ 1 819 $ $ 3600 $ 346
Commercial 1 763 1 410 1 931 7
Commercial real estate non-owner occupied 1 448 1 448 2451 1 5
Commercial real estate owner occupied 2238 2238 9805 60
Residential real estate
Consumer ---1Jlllli - ---1Jm --- ---
Subtotal $1 0056 $ 741 3 L___ $1 9690
With an allowance recorded Construction $43737 $ 39645 $12359 $45048 $ 455
Commercial 270 270 271 276
Commercial real estate non-owner occupied 27925 27489 1 1 777 20670 709
Commercial real estate owner occupied 4584 4584 1 782 4252 88
Residential real estate 3824 1 622 802 3842 88
Consumer 2885 ____LlQsect ______lQg Subtotal $83225 $ 7481 6 $27300 $76986 $ 1 373
Construction $46449 $41 464 $1 2359 $48648 $ 801 Commercial 2033 1 680 271 2207 7
Commercial real estate non-owner occupied 29373 28937 1 1 777 23121 724
Commercial real estate owner occupied 6822 6822 1 782 14057 148
Residential real estate 3824 1 622 802 3842 88
Consumer 4 780 1 704 ______lQg _isectQ1 ___TI Total Sfil281 $R222_9_
Interest income recognized includes interest accrued and collected on the outstanding balances of accruing impaired loans as well as interest cash collections on non-accruing loans and impaired loans for which the ultimate collectability of principal is not certain
24
STANDARD BANCSHARES INC AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (in thousands except share data)
Note 4 - Loans (Continued)
The following is an analysis of the age of the recorded investment in past due and nonaccrual Joans
December 31 2014
Construction
Commercial Commercial real estate
non-owner occupied Commercial real estate
owner occupied Residential real estate
Consumer
Total
December 31 201 3
Construction
Commercial Commercial real estate
non-owner occupied Commercial real estate
owner occupied
Residential real estate
Consumer
Total
Credit Qu ality Indicators
30-59 days
$ 398
714
122 726
1 457
30-59 days
$
1 89
41
61
907
_____sectQl_ $2 061
90 days or more past
due and 60-89 days accruing
$ 72 $
1 53
290 533
1 1 5 944 1 5
_filsect ___fil_ S2115 $_Z1fi
90 days or more past due and
60-89 days occruing
$ 672 $
66
770
395 1 9
886 248
-11sect _____sect $2 907 $_3j_Q
Total Past Current Non-accrual Due Loans Total
$20252 $20722 $ 89621 $ 1 1 0343
871 1 738 447603 449341
7291 81 1 4 41 8929 427043
26 1 2 2849 566420 569269 6424 8109 1 1 0503 1 1 861 2
4 039 6235 90 831 97 066
$41 489_ $1 723 907 $1 V1 674
Total Past Current Non-accrual Due Loans Total
$1 7361 $18033 $ 1 22261 $ 1 40294
479 734 324164 324898
6230 7041 412734 41 9775
131 08 13583 537317 550900
551 8 7559 1 09784 1 1 7343
4 1 76 5200 1 03 464 1 08 664
$52 150 $1 609 724 $1 661 874
The Company categorized its non-homogenous Joans into risk categories based on relevant information about the ability of borrowers to service the debt such as among other factor$ current financial information historical payment experience credit documentation public information and current economic trends The Company analyzes loans individually by classifying the Joan as to credit risk This analysis is done annually on a Joan by loan basis The Company uses the following definitions for classified risk ratings
Pass Loans classified as Pass are considered to be performing Joans that have adequate cash flow andor collateral based upon our underwriting process
Special Mention Loans classified as special mention have a potential weakness that deserves managements close attention If left uncorrected these potential weaknesses may result in deterioration of the repayment prospects for the Joan or of the institutions credit position at some future date
25
STANDARD BANCSHARES INC AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (in thousands except share data)
Note 4 - Loans (Continued)
Substandard Loans designated as substandard are inadeq uately protected by the current net worth and paying capacity of the obligor or the collateral pledged if any Loans have a wellshydefined weakness or weaknesses that jeopardize the liquidation of the debt They are characterized by the distinct possibility that the Bank will sustain some loss if the deficiencies are not corrected
Performing Not Rated Loans classified as Performing Not Rated are considered to be performing loans at the time of u nderwriting but historically ones in which we do not obtain updated financial information after the loans are originated These are generally consumer loans first mortgage home loans and home equity loans
Loans not meeting the criteria above are analyzed individually as part of the above described process and are considered to be unclassified loans Based on the most recent analysis perfornied the loan risk classifications are as follows
Special Performing December 31 2014 Pass Mention Substandard Not Rated Total
Construction $ 80127 $ 7719 $ 21249 $ 1 248 $ 1 1 0343
Commercial 442867 4915 1 559 449341
Commercial real estate non-owner occupied 399762 1 8880 8401 427043
Commercial real estate owner occupied 531 31 5 27295 1 0659 569269
Residential real estate 29747 1 1 9 8250 80496 1 1 8612
Consumer 8 91 0 312 5 939 81 905 97 066
Total $1 192 728 $ 59240 $ 56 057 SJ63 649 S1 ZZJ 6H
Special Performing December31 2013 Pass Mention S ubstandard Not Rated Total
Construction $ 90330 $ 9396 $ 37394 $ 3174 $ 1 40294
Commercial 309074 1 0445 4489 890 324898
Commercial real estate non-owner occupied 400738 10570 8467 419775
Commercial real estate owner occupied 502095 1 0840 37965 550900
Residential real estate 3567pound 1 09 7881 73677 1 17 343
Consumer 9 099 -----1fill 7 828 89 826 1 08664
Total SJ 47 OJ2 M32Z1 $104 021 S167 567 $1 661 871
The Bank considers the performance of the loan portfolio and its impact on the allowance for loan losses For residential and consumer loan classes the Bank evaluates credit q uality based on the payment and aging status of the loan Payment status is reviewed on a q uarterly basis with respect to determining adequacy of the allowance for Joan losses
26
STAN DARD BANCSHARES INC AND SUBSI DIARIES
NOTES TO CONSOLI DATED FI NANCIAL STATEMENTS (in thousands except share data)
Note 4 - Loans (Continued)
Tro ubled Debt Restructurings (TOR)
Loans classified as TD Rs totaled $1 8541 as of December 31 201 4 of which $1 5665 were performing and $2876 were on non-accrual loans classified as TDRs totaled $1 8095 as of December 31 201 3 of which $1 6596 were performing and $1 499 were on non-accrual
The Bank has allocated $1 797 and $ 1 3 1 4 in specific reserves to customers whose loan terms have been modified in troubled debt restructurings as of December 31 201 4 and 201 3 The Bank has committed to lend additional amounts of $45 and $26 as of December 31 201 4 and 201 3 to customers with outstanding loans that are considered to be troubled debt restructurings These loans involved the restructuring of terms to allow customers to mitigate the risk of foreclosure or default by meeting a lower loan payment requirement based upon their current cash flow These may also include loans that renewed at existing contractual rates but below market rates for comparable credit For commercial loans these m odifications typically include a lowering of the interest rate on the loan In some cases the modification will include separating the note into two notes with the first note structured to be supported by current cash flows and collateral and the second note made for the remaining unsecured debt The second note is charged off immediately and collected only after the first note is paid in full This modification type is commonly referred to as an A-B note structure For consumer mortgage loans the restructuring typically includes a lowering of the interest rate to provide payment and cash flow relief For each restructuring a comprehensive credit underwriting analysis of the borrowers financial condition and prospects of repayment under the revised terms is performed to assess whether the structure can be successful and that cash flows will be sufficient to support the restructured debt Anmiddot analysis is also performed to determine whether U1e restructured loan should be on accrual status Generally if the loan is on accrual at the time of restructure it will remain on accrual after the restructuring In some cases a nonaccrual loan may be placed on accrual at restructuring if the loans actual payment h istory demonstrates it would have cash flowed under the restructured terms After six consecutive payments under the restructured terms a nonaccrual restructured loan is reviewed for possible upgrade to accruing status
As with other impaired loans an al lowance for loan loss is estimated for each TOR based on the most likely source of repayment for each loan For impaired loans secured by real estate that are collateral dependent the allowance is computed based on the fair value of the underlying collateral For impaired loans where repayment is expected from cash flows from business operations the allowance is computed based on a discounted cash flow computation
27
STANDARD BANCSHARES INC AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (in thousands except share data)
Note 4 - Loans (Continued)
Troub led Debt Restructurings (TOR) (Continued)
The following table presents loans by c lass modified as troubled debt restructurings that occurred during the years ended December 31 2014 and 2013
Pre- Post-modification modification
Number outstanding outstanding 2014 of loans recorded recorded
investment investment Construction 1 $ 706 $ 813 Commercial real estate owner occupied 2 483 564 Residential real estate 3 1206 1 206 Consumer 5 563 563
Total 11 $2958 $3146
2013 Commercial real estate non-owner occupied 3 $14371 $ 8 670 Commercial real estate owner occupied 3 3505 3581 Commercial 2 1758 1804 Residential real estate 1 403 403
Total 9 $20037 $1 4458
The troubled debt restructurings modified in 2014 and 2013 described above increased the allowance for credft losses by $784 and $317 and did not result in any post-modification charge offs during the years ended December 31 2014 and 2013 respectively
28
STAN DARD BANCSHARES I NC AND SUBSIDIARI ES
NOTES TO CONSOLI DATED FI NANCIAL STATEMENTS (in thousands except share data)
Note 4 - Loans (Continued)
Tro uble d Debt R estructurings TOR ) (Continued)
The following table presents troubled debt restructurings by class and type of modification that occurred during the years ended December 31 2014 and 2013
AB Note Rate Restructure Reduction
2014 Construction $ $ -
Commercial real estate owner occupied 48
Residential Real Estate Consumer 218
Total $ $266
AIB Note Rate Restructure Reduction
2013 Commercial real estate non-
owner occupied $13901 $ 470 Commercial real estate
owner occupied 3073 Commercial 1758 Residential Real Estate 403
Total $13901 $5704
29
Rate Reduction
To Pay amp Advance Taxes of Funds
$ $ 706
435
$435 $ 706
Rate Reduction
To Pay amp Advance Taxes of Funds
$ $
432
$432 $
I nterest Only
Period
$
1206 345
$1551
I nterest Only
Period
$
$
Total
$706
483 1206
563 $2958
Total
$14371
3505 1758
403 $20037
STANDARD BANCSHARES I NC AND SUBSI DIARIES
NOTES TO CONSOLI DATED FINANCIAL STATEMENTS (in thousands except share data)
Note 4 - Loans (Continued)
Troubled Deb t Restru cturings (TOR) (Continued)
The following table presents loans by class modified as troubled debt restructurings for which there was a payment default within twelve months fol lowing the modification during the year ended December 3 1 2014 There were no payment defaults within twelve months following the modification during the year ended December 31 201 3
2014 Commercial
N umber of loans
1
Recorded Investment
$1 600
The troubled debt restructurings that subsequently defaulted in 2014 described above increased the allowance for credit losses by $233 during the year ended December 31 2014 In 2013 there were no troubled debt restructurings for which there was a payment default within twelve months following the modification The troubled debt restructurings resulted in $1600 of charge offs during the year ended December 31 201 4 The troubled debt restructurings did not result in any charge offs during the year ended 2013
Note 5 - Mortgage Servicing Rights
Following is a summary of the activity for mortgage servicing rights
Beginning balance Costs capitalized Accumulated amortization
Ending balance
2014 $ 2726
544 (835)
$ 2 435
2013 $ 2169
1 339 (782)
$ 2 726
2012 $ 1525
1434 (790)
$ 2 169
The aggregate fair value of mortgage servicing rights is based on fundamental analysis and the present value of expected future cash inflows In estimating fair value assumptions have been made regarding prepayment default and interest rates Mortgage servicing rights do not trade in an active market with readily observable prices The Company uses an independent third party to determine the fair value of mortgage servicing rights by estimating the fair value of the future cash flows associated with the mortgage loans being serviced Key economic assumptions used in measuring the fair value of mortgage servicing rights include but are not limited to prepayment speeds discount rates delinquencies and costs to service
A fair market estimate was completed by an independent third party in November 201 4 to determine the amount at which the asset could be exchanged in a current transaction between willing parties other than in a forced liquidation or sale Fair value was estimated based in part on the discounted future cash flows estimated to be received The evaluation used a discount rate for each pool of loan servicing rights which is intended to represent the estimated market yield and estimated cash flow for each pool of servicing rights by utilizing an assumed prepayment speed based on the characteristics of each pool No assurance can be given that the actual prepayments will conform to the prepayment speeds assumed The calculated fair value was compared to market values where possible to ascertain the reasonableness of the valuation in relation to the current market expectations
Mortgage servicing rights outstanding Estimated fair value as a percentage of loans serviced Principal value of loans serviced Estimated fair value of servicing rights outstanding
30
201 4 $ 2435
083 $394217 $ 3272
201 3 $ 2726
083 $382221 $ 3 1 72
STANDARD BANCSHARES INC AND SUBSIDIARIES
NOTES TO CONSOLI DATED FINANCIAL STATEMENTS (in thousands except share data)
Note 6 - Premises and Equipment
Major classifications of these assets are summarized as follows
Land Bank premises Furniture and equipment
Accumulated depreciation Premises and equipment - net
2014 $ 21 699
58 179 31 388
1 1 1 266 (50352)
$ 609 14
201 3 $ 2361 0
69 1 33 44467
1 3721 0 (71 428)
$ 65782
Depreciation expense amounted to $3479 $3668 and $3949 in 2014 201 3 and 2012 respectively_
The Company sold land buildings and vehicles for total proceeds of $1 824 $2 and $1 8 resulting in gross gains on sales of $49 1 $1 and $ 1 8 in the years ending December 3 1 2014 201 3 and 201 2 respectively
In December 2014 the Company signed a definitive agreement to enter into a sale-leaseback of land and buildings for two of its locations The Company designated $ 1 462 of premises as held for sale No write-down was taken at the time of transfer as the assets were anticipated to be sold at a gain In February 2015 the Company closed on a transaction a portion of the gain on sale was recognized in non-interest income The remaining gain was deferred and will be amortized into non-interest income over the lease term
Note 7 - Other Real Estate Owned
Activity in other real estate owned is summarized as followsmiddot
Beginning balance Acquired through or in lieu of foreclosure Proceeds from sales Gain (loss) on sales Write down on other real estate owned
Ending Balance
2014 $ 1 2 930
6 035 (2004)
426 ( 1 1 54)
$1 6233
2013 $1 6896
3 912 (51 35)
170 (2913)
$1 2930
201 2 $ 1 1 496
1 2 1 08 (4096)
(1 36) (2476)
$ 1 6 896
Operating expenses associated with other real estate owned net of write-downs on other real estate owned were $498 $1 96 and $976 in 2014 201 3 and 201 2 respectively
Note 8 - Intangibles
Core deposits Accumulated amortization Core deposits net
2014 2013
$ 8946 (7798)
$ 1 148
$ 8946 (7 1 05)
$ 1 841
Amortization expense amounted to $693 $789 and $885 in 2014 2013 and 20 12 respectively Core deposit intangibles are amortized over an estimated life of fifteen years
middot----- l n-201-2-the-Gompany-reGorded-a-ful l-write-down-of-$239g7-of-goodwill-as-it-was-determined-t0-be--shy
impaired_
3 1
STAN DARD BANCSHARES INC AND SUBSI DIARIES
NOTES TO CONSOLI DATED FI NANCIAL STATEMENTS (in thousands except share data)
Note 9 - Bank Owned Life Insurance
The Bank acquired life insurance policies through prior bank acquisitions and by direct purchase At December 3 1 2014 and 2013 the cash surrender value of these policies was $48470 and $47033 respectively No additional l ife insurance was purchased during 2014 or 2013
Note 10 - Deposits
Deposits at December 3 1 2014 and 2013 by major category are as follows
Demand deposits Non-interest-bearing Interest-bearing
Total demand deposits Savings deposits Time deposits Brokered deposits
Total deposits
2014
$ 612646 492 799
1 1 05445 374142 405857 1 08 1 28
$1 993 572
201 3
$ 536325 525 145
1 061 470 36341 8 427815
66 402
$1 91 9 1 05
The aggregate amount of deposits reclassified as loans (overdrafts) amounted to $2548 and $2781 at December 3 1 2014 and 201 3 respectively
Time deposits that met or exceed the FDIC insurance limit of $250 at year-end 201 4 and 2013 were $1 1 0 1 77 and $92681 respectively
At December 3 1 2014 scheduled maturities of certificates of deposit including brokered deposits are as follows
201 5 2016 2017 201 8 201 9 2020 and thereafter
$408455 65585 1 9838
9830 1 0277
$513 985
Deposits from related parties totaled $33614 and $32595 at December 31 2014 and 201 3 respectively
32
STANDARD BANCSHARES INC AND SU BSI DIARIES
NOTES TO CONSOLI DATED FINANCIAL STATEMENTS (in thousands except share data)
Note 1 1 - Advances from Federal Home Loan Bank
There were no outstanding advances with the Federal Home Loan Bank at December 3 1 201 3 The indebtedness to the Federal Home Loan Bank at December 3 1 2014 was $1 5000 consisting of the following fixed rate advances
Due Date
June 27 201 6 June 27 201 6
Total advances
I nterest Rate
057 057
2014
$1 3000 2 000
$1 5 000
Al l advances and letters of credit from the Federal Home Loan Bank (FHLB) were secured by a g eneral lien on qualifying commercial real estate residential mortgages and home equity loans of the Bank Each advance is payable at its maturity date with a prepayment penalty for fixed rate advances Letters of credit outstanding from the FHLB totaled $3872 and $41 946 at year-end 2014 and 201 3 respectively The advances and letters of credit were collateralized by $679990 of commercial real estate and mortgage loans in 2014 and $203845 of mortgage loans under a blanket lien arrangement at year-end 2013 Based on this collateral and the Companys holdings of FHLB stock the Company was eligible to borrow up to a total of $26951 3 at year-end 2014
Note 1 2 - Other I ncome
Other income consists of the following
Gain (loss) on sale of other real estate owned Gain on sale of premises and equipment Debit cardATM fees Trust feesBrokerage Fees Loan fees and commissions Cash management Bank Owned Life Insurance income Miscellaneous income
Total other income
33
2014
$ 426 491
28 1 8 2533
658 2641 1 437
921
lll 1 925
201 3 201 2
$ 1 70 $ ( 1 36) 1 1 8
2935 2829 2364 1 927
680 932 2286 2020 1 437 1 469 1 267 886
ll1 1 1 40 ll 9 945
STANDARD BANCSHARES INC AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (in thousands except share data)
Note 1 3 - Employee Benefit Plans
Profit Sharing
The Companys bank subsidiary maintains a defined contribution 401 (k) Plan Under terms of the Plan employees meeting age and service requirements may elect to have their compensation reduced and have that amount contributed to the Plan as a salary deferral contribution The Bank at its discretion may make a matching contribution to the Plan equal to a u niform percentage of the salary deferral contributions Apart from any matching contribution the Bank may also make a separate discretionary contribution to the Plan The final liability for matching contributions if any is determined after yearshyend requiring the Bank to estimate its discretionary contribution expense at year end Contribution expense recorded by the Bank amounted to approximately $ 1 1 79 $1 254 and $ 1 685 for 2014 201 3 and 201 2 respectively
Non-Qualified Plan
The Bank maintains a non-qualified deferred compensation plan for a select group of management and employees as determined by the Board of Directors Annual awards if any are based o n preshyestablished performance criteria which are communicated to eligible employees Benefits under the Plan vest after a five year period The liability under the Plan was $403 and $503 as of December 3 1 2014 and 201 3 respectively There was n o expense recorded in 2014 2013 o r 2012
Non qualified Sto ck Option Plan
Pursuant to the Capital Raise Investment Agreements on February 1 2 20 1 3 the Board of Directors of the Company adopted the Standard Bancshares Inc Stock Option Incentive Plan to be effective immediately after the Closing of the capital raise (please refer to Note 21 ) Pursuant to the Stock Option Incentive Plan the Compensation Committee of the Board of Directors of the Company is authorized to grant Incentive Stock Option awards Nonqualified Stock Option awards or a combination thereof to certain officers directors consultants or employees of the Company or any of its Subsidiaries or Affiliates aggregating up to 5402524 shares of the Companys common stock
The option price per share of stock purchasable under a stock option shall not be less than 1 00 of the fair market value of the common stock on the day of the grant Stock option vesting is based o n two components 1 ) a time vested option that vests over four years one fourth on each of the first four anniversaries from the option grant date and 2) a performance vested option that vests if there is an exit event resulting in the investor actually realizing an internal rate of return (RR) greater than or equal to 1 2 based on their original investment of $465 per share on February 22 201 3 Vesting is subject to acceleration in certain circumstances The options will expire if not exercised within 1 0 years of the
middot
date of grant and under certain other (employment) circumstances
The fair value of options granted was estimated on the date of grant using the Black Scholes optionsshypricing model using the assumptions noted in the table and commentary below The risk free rate of return is based on the constant maturity yield of a US Treasury note with a fixed rate term of 1 0 years at date of grant The volatility rate is derived from historical index values of publicly-traded commercial banks with assets between $1 and $5 billion Index values of comparably sized companies were used as a proxy because the Companys common stock is not exchange-listed and there is not an active trading market for the common stock The dividend yield assumption is based o n the Companys expected dividend payouts
34
STANDARD BANCSHARES INC AND SUBSIDIARI ES
NOTES TO CONSOLIDATED FI NANCIAL STATEMENTS (in thousands except share data)
Note 1 3 - Employee Benefit Plans (Continued)
Risk free rate of return
2014 20 1 3
275 1 97 Time remaining until expiration of the options Volatility rate
1 O years 1 0 years 1 392 1 587
Dividend yield 000 000
A summary of the activity in the non-qualified stock option plan for 2014 follows Weighted Average
Weighted Remaining Average Contractual
Number of Exercise Term Time Vested Stock Options Shares Price (in years)
2014 Outstanding at beginning of year 1 46651 5 $ 465 915
Granted 1 1 701 95 515 916 Exercised
Expired
Forfeited (23545) 494 870
Outstanding at end of year 2613 165 $ 487 860
Exercisable at end of year 366629 $ 465 815
2013 Outstanding at beginning of year $ Granted 1 466515 465 9 15 Exercised
Expired
Forfeited
Outstanding at end of year 1 465515 $ 465 9 15
Exercisable a t end o f year $
Aggregate Intrinsic Value
$ 1 1 1 8
$ 238
$ 733
$
The weighted average fair value of time vested options granted during 201 4 and 201 3 was $1 21 and $1 3 2 per option respectively
35
STANDARD BANCSHARES INC AND SUBSIDIARI ES
NOTES TO CONSOLIDATED FI NANCIAL STATEMENTS (in thousands except share data)
Note 1 3 - Employee Benefit Plans (Continued)
Performance Vested Stock Options 2014 Outstanding at beginning of year
Granted
Exercised
Expired
Forfeited
Outstanding at end of year
Exercisable at end of year
2013 Outstanding at beginning of year
Granted
Exercised
Expired
Forfeited
Outstanding at end of year
Exercisable at end of year
1 466515
1 170195
(26909)
2609801
1 465515
1 465515
$ 465
515
490
$ 487
$
$ 465
$ 465
$
91 5
91 6
864
860
g_1 5
91 5
$ 1 1 1 8
$
$ 733
$
The weighted average fair value of performance vested options granted during 201 4 and 201 3 was $040 for each year
Time Ve ste d O ption s
The Company recognized $782 and $44 I of stock-based compensation expense related to the granting of time vested stock options for the years ended December 20 14 and 2013 respectively There were no time vested options granted in 2012
As of December 3 1 201 4 there was $2 1 30 of total unrecognized compensation cost related to nonshyvestediime vested options granted underthe Plan The unrecognized cost is expected to be recognized over a weighted-average period of 26 years
Performan ce Veste d O ption s
The value of the performance vested options is a function of 1 ) the likelihood of a n Exit Event and 2) the likelihood of that Exit Event achieving the 1 2 IRR threshold These weighted average probabilities are then m ultiplied by the full value of a time vested option to derive the value of the performance options
The valuation methodology for the performance vested options involved ihree separate analysis
I Sale of control analysis 2 Initial public offering analysis 3 Remain private analysis
There was no expense recorded in 201 4 and 201 3 related to the performance vested options
There were no performance vested options granted in 201 2
36
STANDARD BANCSHARES INC AND SUBSIDIARI ES
N OTES TO CONSOLI DATED FI NANCIAL STATEMENTS (in thousands except share data)
Note 1 3 - Employee Benefit Plans (Continued)
As of December 3 1 2014 there was $1 059 of total unrecognized compensation cost related to nonshyvested performance vested options granted under the Plan The cost is expected to be recognized when it is determined that it is probable that a qualifying Exit Event will occur
Note 1 4 - Commitments
Operating Leases
The Bank leases property at various branch locations unde r terms that are considered to be an operating lease The leases expire in various years through 2020 Office rent expense was $728 $875 and $919 for 2014 2013 and 2012 respectively
Other Co mmitments
The Bank has a contract with a computer seNice company that expires in 201 6 Data processing expense was $2729 $2746 and $2424 for 201 4 201 3 and 2012 respectively
Annual future minimum payments for these agreements are as follows
Note 1 5 - Income Taxes
Year ending December 31 201 5 201 6 2017 20 1 8 201 9 2020 and thereafter
$3037 2884
394 203 1 26
1 6 $6 660
The components of the provision (benefit) for income taxes are as follows
Current Deferred Total Tax Expense (Benefit)
2014 $ 3494
7 1 62 $ 1 0656
201 3 $ 2373
3425 $ 5798
2012 $ 1 306
(6928) $ (5622)
The effective tax rate differs from the federal statutory rate primarily due to the following
Tax at statutory federal income tax rate Tax exempt interest income State income taxes net of federal benefit BOLi income Meals and entertainment Non-deductible expenses Goodwill impairment
201 4
$8483 (133) 1 5 1 6 (486)
77 76
Stock settled rights expense 639
201 3 $ 4750
(82) 766
(486) 84
1 02
2012 $(1 2371 )
(1 08) (866) (500)
79 80
8 1 55
O th enet--=====48=====664=--====(-l --
$1 0656 $ 5798 $ (5622)
37
STANDARD BANCSHARES INC AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (in thousands except share data)
Note 1 5 - Income Taxes (Continued)
The net deferred tax asset included at December 31 2014 and 2013 consists of the following
2014 201 3 Gross deferred tax assets
Allowance for loan losses $19212 $23305 Other real estate owned 2866 49 1 6 Non-accrual loan interest 4064 3 991 State net operating loss 1 835 2358 Accrued compensation 1 938 1 471 Depreciation 1 387 1 412 FNMA amp FHLMC preferred stock 1 270 1 270 Other assets 271 434
Total gross deferred tax assets $32843 $39 157
Gross deferred tax liabilities Purchase accounting adjustments $ 1 069 $ 1 282 Mortgage servicing rights 946 1 060 Unrealized gainloss on AFS securities 1 1 9 692 Other liabilities 1 306 1 31
Total gross deferred tax liabilities $ 3440 $ 3 165
Net deferred tax asset $29403 $35992
At December 31 2014 the Company has $33929 of Illinois net operating loss carryforwards expiring in 2025 and $2330 Indiana net operating Joss expiring in 2025 and 2026 which will be available to reduce future taxable income
The Company does not expect the total amount of unrecognized tax benefrts to significantly change in the next twelve months The Company recognized no interest andor penalties related to tax matters in tax expense
The Company and its subsidiaries are subject to US federal income tax as well as income tax of the state of Illinois and Indiana The Company is no longer subject to examination by taxing authorities for years before 201 0
3 8
STAN DARD BANCSHARES INC AND SUBSIDIARIES
NOTES TO CONSOLI DATED FI NANCIAL STATEMENTS (in thousands except share data)
Note 1 6 - Contingent Liabilities and Commitments
The Company does not reflect in its financial statements various commitments and contingent liabilities which arise in the normal course of business and which involve elements of credit risk interest rate risk and liquidity risk These commitments and contingent liabilities are commitments to extend credit commercial letters of credit and standby letters of credit A summary of the Banks commitments and contingent liabilities at December 31 is as follows
Commitments to extend credit under Unused commercial and other lines of credit Unused equity lines of credit Standby letters of credit
2014 201 3
$262907 46 125 42041
$234893 52905 40284
Commitments to extend credit commercial letters of credit and standby letters of credit a l l include exposure to some credit loss in the event of nonperformance of the customer The Banks credit policies and procedures for credit commitments and financial guarantees are the same as those for extension of credit that are recorded on the consolidated balance sheet Because these instruments have fixed maturity dates and because many of them expire without being drawn upon they do not generally present any significant liquidity risk to the Bank The Bank has not incurred any significant losses on its commitments in either 2014 201 3 or 2012
The Bank is party to litigation and claims arising in the normal course of business Management after consultation with legal counsel believes that the liabilities if any arising from such litigation and claims will not be material to the Companys consolidated financial position
Note 1 7 - Derivatives
D erivative contracts entered into by the Company are limited to those that are treated as non-designated derivative instruments The Company provides customers with interest rate swap transactions and offsets the transactions with interest rate swap transactions with inter-bank dealer counterparties as a means of offering risk management solutions to customers As ofDecember 3 1 2014 there were $6006 outstanding in notional values of swaps where the Company pays a variable rate of interest and the customer pays a fixed rate of interest This position is offset with counterparty contracts where the Company pays a fixed rate of interest and receives a floating rate of interest The estimated fair value of interest rate swaps was recorded as an asset of $207 and as a liability of $214 as of December 31 2014 Swaps with customers and inter-bank dealer counterparties are carried at fair value with adjustments recorded in other income The net effect of fai r value adjustments running through the income statement was immaterial during the year ended December 31 2014 There were no interest rate swap derivatives as of December 3 1 2013
3 9
STANDARD BANCSHARES I NC AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (in thousands except share data)
Note 1 8 - Financial I nstruments Fair Value Disclosure
The fair value measurement accounting Hterature establishes a fair value hierarchy which requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value The standard describes three levels of inputs that may be used to measure fair value
1 Level 1 - Unadjusted quoted mariltet prices in active markets that are accessible at the measurement date for identical unrestricted assets
2 Level 2 - Significant other observable inputs other than Level 1 prices such as quoted market prices for similar assets and liabilities quoted prices in markets that are not active or other inputs that a re observable or can be corroborated by observable market data
3 Level 3 - Signlficant unobservable inputs that reflect a reporting entitys own assumptions about the assumptions that mariltet participants would use in pricing an asset o r liability
A financial instruments level within the fair value hierarchy is based on the lowest level of input that is significant to the fair value measurement
Fair values of assets measured on a recurring basis at December 3 1 2014 and 2013 are as follows
De ce mbe r31 2014 Financial Assets
Securities available-for-sale US government sponsored entities and agencies Mortgage-backed securities - residential Equity securities
Total securities available-for-sale
Derivatives
Financial Liabilities
Derivatives
De ce mbe r 31 2013 Financial Assets Securities available-for-sale
US government sponsored entities and agencies Mortgage-backed secu rities - residential Equity securities
Total securities available-for-sale
Fair Value
$1 46307 3668 4 41 9
$1 54 394
$ 207
$ 214
$ 1 24431 1 2203
2 954 $ 1 39 588
Fair Value Measurements Usin1 Quoted Significant P rices Other
in Active Observable Markets Inputs (Level 1 ) (Level 2)
$
392 $ 392
$ -
$ -
$
$1 46307 3668 4 027
$1 54 002
$ 207
$ 2 1 4
$ 1 24431 12203 1 984
$1 38 61 8
Significant Unobservable
Inputs (Level 3)
$
$
$
$
$
$
As of December 31 2014 and 2013 there were no transfers between levels
40
STANDARD BANCSHARES I NC AND SUBSI DIARIES
NOTES TO CONSOLI DATED FI NANCIAL STATEMENTS (in thousands except share data)
Note 1 8 - Financial I nstruments Fair Value Disclosure (Continued)
The fair values of marketable equity securities available-for-sale are generally determined by quoted market prices in active markets for each specific security (Level 1 measurement inputs) If Level 1 measurement inputs are not available for a marketable equity security the fair value is determined by the quoted market price of a similar security traded in an active market (Level 2 measurement inputs)
The fair values of debt securities available-for-sale are generally determined by matrix pricing which is a mathematical technique widely used in the industry to value debt securities without relying exclusively on quoted market prices for the specific securities b ut rather by relying on the securities relationship to other benchmark quoted securities (Level 2 measurement inputs)
Derivative s
The fair value of derivatives are based o n valuation models using observable market data a s of the measurement date (Level 2) Our derivatives are traded in an over-the-counter market where quoted market prices are not always available Therefore the fair values of derivatives are detenmined using quantitative models that utilized multiple market inputs The inputs will vary based on type of derivative but could include interest rates prices and indices to generate continuous yield or pricing curves prepayment rates and volatility factors to value the position The majority of market inputs are actively quoted and can be validated through external sources including brokers market transactions and thirdshyparty pricing services
Fair values of assets measured on a nonrecurring basis are as follows
Oe ce mbe r31 2014 Other real estate owned net Impaired loans Loans held for sale Mortgage servicing rights
De ce mbe r 31 2013 Other real estate owned net Impaired loans Loans held for sale Mortgage servicing rights
Fair Value
$ 1 6233 41 895
8274 2435
$12 930 54 1 62
5408 2726
Fair Value Measurements Using Quoted Significant Prices Other
in Active Observable Markets Inputs (Level 1 ) (Level 2)
$ $
8274
$ - $
5408
Significant Unobservable
Inputs (Level 3)
$ 1 6233 41 895
2435
$1 2930 541 62
2726
Other real estate owned are initially recorded at fair value less costs to sell when acquired and are subsequently measured at the lower of cost or fair value less estimated costs to sell Fair values are based on third party appraisals of the property or internal valuations on smaller properties using comparable market data and various external resources resulting in a level 3 classification When the carrying value exceeds the fair value less costs to sell an impairment loss is recognized
The fair value of impaired loans secured by real estate with specific allocations of the allowance for loan --------- 1osses-is-generally-based-on--recent-real-estate-appraisals-or-internal-valuations-on-smaller-prnperties--shy
using comparable market data and various external resources These appraisals may utilize a single
41
STANDARD BANCSHARES INC AND SUBSI DIARIES
NOTES TO CONSOLI DATED FI NANCIAL STATEMENTS (in thousands except share data)
Note 1 8 - Financial Instruments Fair Value Disclosure (Continued)
valuation approach or a combination of approaches including comparable sales and the income approach resulting in a level 3 classification
Loans held for sale are carried at the lower of cost or fair value which is evaluated on a pool-level basis The fair value of loans held for sale is determined using quoted prices for similar assets adjusted for specific attributes of that loan or other observable market data such as outstanding commitments from third party investors resulting in a level 2 classification
The Company records its mortgage servicing rights at fair value and includes them in other assets in the Consolidated Balance Sheets Mortgage servicing rights do not trade in an active market with readily observable prices Fair value is based on market process for comparable mortgage servicing contracts when available or alternatively is based on a valuation model that calculates the present value of estimated future net servicing income Key economic assumptions used in measuring fair value of mortgage servicing rights at December 31 2014 included prepayment speeds maturities and discount rates While market based data is used to determine the assumptions the Company incorporates its own estimates of the assumptions market participants would use in determining the fair value of mortgage servicing rights which results in a level 3 classification
De cembe r 31 2014 Assets Cash and cash equivalents Securities held-to-maturity Securities available-for-sale Loans - net Loans held for sale Federal Home Loan Bank stock at cost Accrued interest receivable Derivatives
Liabilities
Deposits Federal Home Loan Bank advances Accrued interest payable Derivatives
De ce mbe r 31 2013 Assets
Cash and cash equivalents Securities held-to-maturity Securities available-for-sale Loans - net Loans held for sale Federal Home Loan Bank stock at cost Accrued interest receivable
Liabi lities Deposits Accrued interest payable
42
Carrying Value
$ 1 99476 3888
1 54394 1 744331
8274 3247 59 1 9
207
$ 1 993572 1 5000
265 214
$ 234 1 83 1 762
1 39588 1 61 9995
5408 3 143 5 576
$1 91 9 1 05 286
Fair Value
$ 1 99476 3 564
1 54394 1 798279
8274 3247 591 9
207
$1 992796 1 4984
265 214
$ 234 1 83 1 41 5
1 39588 1 679668
5408 3 143 5576
$ 1 920335 286
STANDARD BANCSHARES I NC AND SUBSI DIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (in thousands except share data)
Note 1 8 - Financial I nstruments Fair Value Disclosure (Continued)
In estimating the fair value of certain assets and liabilities not previously presented the following assumptions were made
Cash and Cash Equivalents
The carrying amounts of cash and equivalents reported in the balance sheet approximate fair value
Securities
Estimated fair values of securities are based on one of three models 1 ) quoted market prices where available 2) quoted market prices for similar instruments if quoted market p rices are not available 3) unobservable data that represents the Banks assumptions about items that market participants would consider in determining the fair value where no market data is available
L oans
Fair values of loans excluding loans held for sale are estimated as follows For variable rate loans that re-price frequently and with no significant change in credit risk fair values are based on carrying values Fair values for other loans are estimated using discounted cash flow analyses using interest rates currently being offered for loans with similar terms to borrowers of similar credit quality to calculate the present value of future contractual principal and interest cash flows and discounting them back to the present using a discount rate Impaired loans are valued at the lower of cost or fair value as described previously The methods utilized to estimate the fair value of loans do not necessarily represent an exit price
The fair value of loans held for sale is estimated based upon binding contracts and quotes from third party investors
Federal Home Loan Bank (FHLB) Stock
The carrying amounts reported in the balance sheet approximate fair value
Accrued Interest Receivable I Payable
The carrying amounts reported in the balance sheet approximate fair value
Deposits
The fair values disclosed for demand deposits (eg interest and non-interest checking passbook savings and certain types of money market accounts) are by definition equal to the amount payable on demand at the reporting date (ie their carrying amount) The carrying amounts of variable rate fixed-term money market accounts and certificates of deposit approximate their fair values at the reporting Fair values for fixed rate certificates of deposit are estimated using a discounted cash flows calculation that applies interest rates currently being offered on certificates to a schedule of aggregated expected monthly maturities on time deposits
Federal Home Loan Bank Advances
The fair value of Federal Home Loan Bank advances is estimated using discounted cash flow analyses --------based-on-the-currentborrowing-rate-of-similartypes-of-advances
43
STANDARD BANCSHARES I NC AND SUBSIDIARI ES
NOTES TO CONSOLI DATED FINANCIAL STATEMENTS (in thousands except share data)
Note 1 8 - Financial I nstruments Fair Value Disclosure (Continued)
Off-balance sh eet in strum ents
Fair asset andor liability value of off-balance sheet financial instruments as described in Note 1 6 may be estimated by applying fees currently charged for comparable commitments Based upon the qual ity of these commitments and their demand in the financial market it has been assumed that there is no material difference in the estimated fair value
Note 1 9 - TARP Capital Purchase Program
On April 24 2009 the Company entered into a Letter Agreement with the United States Department of Treasury (the Treasury) pursuant to which the Company sold to the Treasury 6000 shares of the Companys Fixed Rate Cumulative Perpetual P referred Stock Series A for $60 million and a warrant to acquire $3 million of Fixed Rate Cumulative Perpetual P referred Stock Series B for a nominal exercise price Immediately upon consummation of the closing the Treasury exercised the warrant and acquired the Series B Preferred Stock The Preferred Stock Series A qualified as Tier 1 capital and paid cumulative dividends q uarterly at a rate of 5 per annum The P referred Stock Series B qualified as Tier 1 capital and paid cumulative dividends quarterly at a rate of 9 per annum The difference between the initial carrying value that was allocated to the Series B Preferred Stock and its redemption value of $3 million will be charged to retained earnings (with a corresponding increase in the carrying value of the Series B Preferred Stock) over the first five years of the contract as an adjustment to the dividend yield using the level yield method During 201 1 the Company elected to suspend dividend payments For the year ended December 31 2012 total dividends of $3462 had been declared but not paid On February 22 201 3 1 3548387 of common shares were issued to the US Treasury in exchange for the $60 million and $3 million of Fixed Rate Cumulative Preferred Stock Series A and Series B respectively The Treasury subsequently sold those shares to institutional investors at $465 per share In addition the Company paid $6 million of dividends to the Treasury which included 1 00 of past due dividends and dividends due through February 22 2013
Note 20 - Regulatory Matters
The Companys primary source of cash is dividends received from its subsidiary bank The subsidiary bank is subject to certain restrictions on the amount of dividends that it may declare without prior regulatory approva L In addition the dividends declared cannot be in excess of the amount which would cause the subsidiary bank to fall below the minimum required for capital adequacy purposes
Banks and bank holding companies are subject to regulatory capital requirements administered by federal banking agencies Capital adequacy guidelines and additionally for banks prompt corrective action regulations involve quantitative measures of assets liabilities and certain off-balance-sheet items calculated under reg ulatory accounting practices Capital amounts and classifications are also subject to qualitative judgments by regulators Failure to meet capital requirements can initiate regulatory action Management believes as of December 3 1 2014 the Company and Bank meet al l capital adequacy requirements to which they are subject
Prompt corrective action regulations provide five classifications well capitalized adequately capitalized undercapitalized significantly u ndercapitalized and critically undercapitaized although these terms are not used to represent overall financial condition If adequately capitalized regu latory approval is required to accept brokered deposits If undercapitalized capital distributions are limited as is asset growth and expansion and capital restoration p lans are required At year-end 201 4 and 2013 the most recent reg ulatory notifications categorized the Bank as well capitalized under the regulatory framework for prompt corrective action There are no conditions or events since that notification that management believes have changed the institutions category
44
STAN DARD BANCSHARES I NC AND SUBSI DIARI ES
NOTES TO CONSOLIDATED FI NANCIAL STATEMENTS (in thousands except share data)
Note 20 - Regulatory Matters (Continued)
The Banks actual and required capital amounts and ratios are as follows
To Be Well Capitalized U nder
For Capital Prompt Corrective Actual Adeguac[ Puqoses Action Provisions
Amount Ratio Amount Ratio Amount Ratio As of December 31 2014 Total Capital
(to risk-based assets) Company $271 785 143 $ 152226 80 NA NA Bank 269993 1 42 1 52229 80 $1 90286 1 00
Tier I Capital (to risk-based assets) Company 247887 1 30 76 1 1 3 40 NA NA Bank 246093 129 761 14 40 1 14 171 60
Tier I Capital (to average assets) Company 247887 1 08 92 1 26 240 NA NA Bank 246 093 1 07 92 1 09 240 1 1 5 1 36 2 5 0
As of December 31 2013 Total Capital
(to risk-based assets) Company $246213 1 38 $142344 280 NA NA Bank 244607 1 38 1 42 170 280 $ 1 77713 2100
Tier I Capital (to risk-based assets) Company 223444 126 71 1 72 240 NA NIA Bank 221 838 1 25 71 085 240 1 06628 2 60
Tier I Capital (to average assets) Company 223444 1 03 86430 240 NIA NA Bank 221 838 1 03 86450 240 1 08 063 2 50
45
STANDARD BANCSHARES INC AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (in thousands except share data)
Note 21 - Capital Management
The overall objectives of the Companys capital management are to have the availability of sufficient capital to support loan deposit and other asset and liability g rowth and to maintain capital to absorb unforeseen losses or write-downs that are inherent in the business risk associated within the banking industry The Company seeks to balance the need for higher capital levels to address growth and unforeseen risks and the goal to achieve an adequate return on capital invested
In July 201 3 the federal banking agencies issued a final rule revising the regulatory capital rules applicable to most national banks and federal savings associations as well as their holding companies generally beginning on January 1 201 5 The rule implements the Basel Committees December 201 O framework known as Basel I l l for strengthening the international capital standards as wel l as certain p rovisions of the Dodd-Frank Act The final ru le implements a revised definition of regu latory capita l a new common equity Tier 1 minimum capital requirement of 450 and a higher minimum Tier 1 capital requirement of 600 (which is an increase from 400) Under the final rule the total capital ratio remains at 800 and the minimum leverage ratio is 400
Additionally under the final rule in order to avoid l imitations on capital distributions including dividend payments and certain discretionary bonus payments to executive officers a banking organization must hold a 25 capital conservation buffer composed of common equity Tier 1 capital above its minimum risk-based capital requirements The b uffer is measured relative to risk-weighted assets The final rule also enhances risk sensitivity and addresses weaknesses identified by the regulators over recent years with the measure of risk-weighted assets
The new minimum capital requirements will b e effective for the Company on January 1 201 5 whereas the capital conservation buffer and the deductions from common equity Tier 1 capital phase in over time beginning on January 1 201 6
Capital Raise
On February 22 201 3 Standard Bancshares Inc completed its recapitalization by issuing 29864795 shares of common stock at $465 per share for gross proceeds of $ 1 389 million 1 3 548387 of the common shares were issued to the US Treasury (the Treasury) in exchange for the $63 million of Fixed Rate Cumulative Preferred Shares Series A and B The Treasury subsequently sold those shares to I nstitutional Investors at $465 per share An additional 16 316408 of common shares were issued to Institutional Investors and private investors Of the aggregate 29864795 common shares issued 1 9430750 are voting shares and 1 0434045 are mm-voting shares
In conjunction with the recapitalization the Articles of Incorporation of the Company were amended to authorize 20000000 shares of preferred stock at $001 par value No preferred stock has been issued as of December 31 2014
Sto ck Settled Rights (SSRs)
On February 22 201 3 in connection with the recapitalization of the Company the Board of Directors distributed as a dividend in kind 7293407 Stock Settled Rights (SSRs) to the holders of the Common Stock as of the Record Date (November 5 2012) The number of SSRs issued is equal to the product of (i) 03888 and (ii) 18757921 the number Common Shares outstanding as of the Record Date The estimated fair value of the SSRs completed by an independent third party as of September 30 2014 and February 22 201 3 was determined to be approximately $026 per SSR or $1 880 and approximately $021 per SSR or $1 532 respectively Expense recorded related to the SSRs was $1 880 in 2014 No expense was recorded in 201 3
46
STANDARD BANCSHARES INC AND SUBSI DIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (in thousands except share data)
Note 21 - Capital Management (Continued)
Stock Settled Rights (SSRs) (Continued)
The SSRs are structured as common stock dividends to be paid to certain common shareholders of the Company under specific conditions The amount of common stock to be distributed is determined by a formula that considers among other things the value of the outstanding common stock at the Settlement Date Settlement Date is defined as the earlier of (i) the date a liquidity event (an I POrecapitalization or a sale of control) occurs during the term of the SSRs and (ii) the SSR Expiration Date (February 22 201 8) The SSRs will be exercised based on the value of the common shares at that time subject to the Settlement Rate formula
The Accretion Rate is a component of the Settlement Rate It is either an middotannual rate of 80 or 120 with the value determined by the cum ulative economic losses that occur in the loan portfolio from June 30 201 1 to the time the SSRs are settled
On the Settlement Date the Company shall determine the number of shares of Common Stock issuable upon the settlement of an SSR The Settlement Rate shall be calculated based on a formula that considers among other factors the value per share of the common stock on a fully diluted basis reduced by the accretion rate with that number divided by the value per share of common stock on a fully diluted basis
If the Settlement Rate is greater than zero the Company shall issue and deliver to each of the SSR Holders a number of shares of Common Stock equal to the product of (i) the Settlement Rate multiplied by (ii) the number of SSRs held by such H older as reflected in the SSR register as of the close of business on the last Business Day prior to such Settlement Date
In connection with the occurrence of a Liquidity Event on or prior to the Expiration Date the Board of Directors may at its option and in its sole discretion order the redemption and the Company may redeem the SSRs in whole or in part at the redemption price per SSR based on a formula that considers the price per share of Common Stock at which the Company is valued on a fully diluted basis in connection with such Liquidity Event as determined in good faith by the Independent Committee plus a l l cash dividends paid oil the common stock from the date of issuance of the SSRs less $465 accreting on a daily basis at the Accretion Rate
The Company hired an independent third party firm to value the SSRs The following variables were taken into consideration when deriving a value for the SS Rs
1 ) The probability of a liquidity event (sale of control or PO) during the term of the SS Rs 2) The Accretion Rate assigned to the Settlement Rate of the SSRs 3) The estimated value of the Companys common stock at the earlier of a) a liquidity event or b)
the SSR Expiration Date (February 22 201 8) 4) The type of liquidity event that might occur 5) Future value parameters including a) tangible common book value b) earnings and c) market
conditions
The valuation of the common shares at the Settlement Date will depend on the Companys financial condition and the market pricing of financial institution stock both on a stand-alone basis and on a sale of control basis at that time
47
STANDARD BANCSHARES I NC AND SUBSIDIARI ES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (in thousands except share data)
Note 22 - Condensed Financial Statements
The Company was incorporated in I l linois on February 23 1 982 The Company accounts for its investment in subsidiaries under the equity method Under this method the investment is recorded at cost adjusted for the subsidiaries undistributed net income (loss) Presented below are the condensed financial statements of Standard Bancshares I nc (Parent Company Only)
Assets Cash Investment in subsidiaries Other assets
Total assets
CONDENSED BALANCE SH EETS DECEMBER 31 2014 AND 2013
Liabilities and shareholders equity Other liabilities Total stockholders equity
Total liabilities amp stockholders equity
2014 $ 4 163
264242 328
$268733
$ 2685 266048
$268733
CON DENSED STATEMENTS O F I N COME YEARS ENDED D ECEMBER 31 201 4 201 3 AND 201 2
2014 I ncome
Other income $
Expenses 2909 Loss before income taxes and equity in undistributed
earnings of subsidiaries (2909) Income tax benefit 88
Loss before equity in undistributed earnings of subsidiaries (2821)
Equity in undistributed earnings (loss) of subsidiaries 1 7 1 1 5
Net income (loss) 1 4294 Preferred dividends and discount accretion on preferred shares
Net income (loss) applicable to common shareholders $1 4294
48
201 3 $ 2 1 95
248 090 1 944
$252229
$ 322 251 907
$252229
201 3 201 2
$ $ 1
1 747 8539
(1 747) (8538) 291 1 0 1 7
(1 456) (7521) 9 629 (23241) 8 173 (30762) 1 1 24 4090
$ 7049 $(34852)
STAN DARD BANCSHARES INC AND SUBSIDIARIES
NOTES TO CONSOLIDATED FI NANCIAL STATEMENTS (in thousands except share data)
Note 22 - Condensed Financial Statements (Continued)
CONDENSE D STATEMENTS OF CASH FLOWS YEARS ENDED DECEMBER 31 2014 201 3 AND 201 2
Cash flows from operating activities Net income (loss)
Adjustments Equity in undistributed net (income) loss of subsidiaries Amortization Stock based compensation expense ( Increase) decrease in other assets Increase (decrease) in other liabilities
Net cash provided by (used in) operating activities Cash flows from financing activities
Issuance of common stock net of issuance costs Capital contribution to Standard Bank Repayment of note payable Cash Dividends
N et cash provided by financing activities
Net increase (decrease) in cash
Cash - beginning of year
Cash - end of year middot
Supplemental schedule of non-cash financing activities Change in par value on common stock Exchange of preferred stock to common stock
49
2014
$ 1 4294
( 17 1 1 5) 28
782 1 616 2363 1 968
1 968
2 1 95
$ 4 163
$ $
201 3
$ 8 1 73
(9629) 29
441 1 872
(4273) (3387)
68598 (41 500) ( 16 1 00)
(6026) 4972
1 585
6 1 0
$ 2 1 95
$ 4277 $63000
201 2
$(30762)
23241 6 1 67
( 1908) 2 043
( 1 2 1 9)
( 1 2 1 9)
1 829
$ 6 1 0
$ $
FORM FR Y-6
STANDARD BANCSHARES INC
Hickory Hills Illinois Year Ending Dccember31 2014
REPORT ITEM
1 The BHC Is not registered with the SEC Coples of the Annual Report Nil be sent undersepirate cover when completed
2a Organization Chart fo Standard BallCShares Inc
I THE BOULEVARD INC
SL John Indiana 100
JnCQrporated in Indiana
2b Branch Verification
STANDARD BANCSHARES INC Hickory Hills Illinois Jncorporateltl In Illinois
STANDARD BANKAND TRUST COMPANY Hickory Hills llllnois
Incorporated In lllnols 100
I STANDARD REDEVELOPMENT INC
Hickory Hills Illinois 100
Incorporated in Illinois
(Not subject to Y-10 reporting ) Code 91 CE - Liquidation Of debts previously contracted
The branch and lax-kl flStings were emailed to branch revieW on 223115
3 (1) As ofyear-end
Name and Address
Trident SBI Holdings lP Greeffilidl CT
Robert E Gallagher Sr Trust John D Gallagher Trustee Palos Heights IL
The Gallagher Standard Bancshares TR Timolhy J GaJagheuror Trustee Hickory Hitls IL
Pantheon Standard LP San Francisco CA
CohesVe Capital Parners LP New York NY W Capital Partners II LP NewYork NY
Couritrlt of Citizenship or lncorooratlon Number and Percentage Of Voting Serurtties
USA 5662194- 1483
USA 5516086 - 1444
USA 4382666 - 1 t47
USA 3762128-985
USA 2 150537 - S63
USA 2 150537 - 563
Note llle shares in the Robert E Gallagher Sr Tr are voted on by John D Gallagher Director of Standard Bank Tue shares Jn the Gallager Standard Bancshares Tr are voted on by Timolhy J Gallagher Director of Standard Bank
3 (2) OtherSharehofors oat listed in Section 3 (1) above that held more than 5 during the year
None
Resuhs A Ilse of branches forvour holdln1 company STANDARD 8ANCSHARES INC (1245590) or HICKORY HILLS IL
The d1ta are n of 12312014 Data re II Kb information tlat wu received aod processed throuah 01072015
Rconcill1Uon and Vc1Uon St I DI 1 In the DIH Action column of each br111Ch row enter one or mort of the actioru specified below
2 If required enter the date In the Ettcttve Olte column
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Chi nee If the bndl Information Is Incorrect Of Incomplete revt the data enter Chance In the Dita Action column ind the d11te when this infOfmation first became v1lid In the Effective Ote column
am If a bnch listed was sold or clowd enterOose In tht Dita Action column and the s1e or dosured11te In the EtfectW Olte colurm
Olete If a bru1eh listed wu never owntd by this depository Institution enter Delete In the Oeta Acckgtn column
Add If a rt portable brtinch Is mlsslna lnStrt a row add the branch data ald entu Add In the Olt1 Action column and the opening or acquisition date In the Effecttve Date column
If prntln1 this list you m1y need to adjust your page Utup In MS E11ce1 Try using landscape orientation page sollria andor legal sized paper
Submlnion PfOOtdurbull When you ire finished send a saved copy to vour FRB contact Su the detailed lnlttldlons on this si for more informatlon
II voY are mailinamp this to your FRB conttct put your lnstitutlon name dty and state In the subjact llrie of the e-nWI
Note To satisfy the FR Y-10 reportln1 requirements YoU must tiho submit FR Y-10 Domestic Branth Schedules for each branch with a Data Actlon of Olan1e Close Delete or Add
Thbull FR Y-10 report may be submitted 1n a hardcopy format or 11ia the FR Ymiddot10 OnH11e application middot httpsylOonllnefederalrerve1ov
bull FDtC UNINUM Office Number and ID_RSSO co1unvu ara for reference only Verification of these values is not required
- - 8nch Suvlce Type Branch 10 RSSO ia- terNeme Street Address City
ok FuUServltefHud Officel 19730 STAN OARD BANK ANO TRUST COMPANY 7800 WEST 9STH STREET HICKORY HILLS
ok Full Service 3202168 BOLINGBROOK BRANCH 282 NORTH WEBER ROAD BOLINGBROOK
ok Limited Strvce 4126065 CALUMET CITY 1968 SIBLEY BOULEVARD CALUMET CITY
FullSetvke 3309928 CLARK STREET 8RANOi 3747 NORnt CLARK STREET atlCAGO
ok FullServiett 474339 EWING BRANOf 10635 SOUTH EWING AVENUE CHICAGO
ok Full Servtce 2079925 HEGWISCH BRANCH 13336 SOUTH BALTIMORE AVENUE CHICAGO
ok limited Se-rvke 20817)5 SOUnt DERRING FACILITY 10535 SOVTH TORRENCE AVENUE CHICAGO
Full Service 4099271 THOREK BRANOi 836 WEST IRVING PARK ROAD OUCAGO
ok Full Service 2121280 COAL CITY BRANot 20 SOUTH KANKAKEE COAlCITY
full Service 2809038 EVERGREEN PARK BRANCH 2400 WEST 95TH STREET EVUtGREEN PARK
ok Full Service 3188909 FRANKFORT BRANCH 19997 LA GRANGE ROAD FRANKFORT
Full5etvice 810436 CiARONERBRANCJ1 118 DEPOT STREET GARDNER
ok FultSrvlct 3188897 JOLIET ampRANCJ1 2398 ESSINGTON ROAO JOLIET
Full Service 3439553 LOClCPORT BRANCH 16545 WEST 159TH STREET LOCKPORT
ok Full Service 290931 LYONSlST AVENUE BRANCH 8601 OGDEN AVENUE LYONS
ok Full Service 3671504 MINOOKA BRANCH 515 WESTUS ROUTE 6 MINOOKA
ok LlmltcServfce 2111338 MOAAIS LISBON BRANCH 1433 USBON STREET MORRIS
ok Full Servkt 2809010 MORRIS ROUTE 6 BRANCH 1111 WEST US ROUTpound 6 MORRIS
Ful1 Servlct 2809047 NAPERVILLE BRANCH 1607 NORTH AURORA ROAD NAPERVILLE
ok full 5ervfce 2809056 NEW LENOX BRANCH 456 NELSON ROAD NEW LENOX
Full sMce 2103129 OAK FOREST BRANOf 15901 SOUTH CENTRAL AVENUE OAX FOREST
ok Full SeMct 3490255 OAK LAWN lllTH BRANOf 4700 WEST 111TH STREET OAK LAWN
ok Full Sfrvlce 2096717 OAK LAWN 95TH BRANCH 4001 WEST 95TH STREET OAK LAWN
ok Full Service 2295538 ORLAND PARK BRANCH lSCXJO SOUTH WOLF ROAD ORLAND PARt
State VpCode
IL 60457
IL 60440
IL 60409
IL E06H
IL 00617
IL 0063
IL 00617
IL 60613
IL 60416
IL 60805
IL 6042
IL 60424
IL 60435
IL 60441
IL 60534
I L 60447
IL 60450
IL 60450
IL 60563
IL 60451
IL 60452
IL 60453
IL 60453
IL 60467
County CawN FDICUNINUM Offb Numberbull Haad otfice Head Office 10 RSSD Comments
COOK UNITEO STATES 10748 0 STANOARO BANK ANO TRUST COMPANY 19730
Will UN ITED STATES 419532 34 STANDARD BANK ANO TRUST COMPANY 19730
COOK UNITED STATES 510611 44 STANDARD BANK AND TRUST COMPANY 19730
COOK UNITpound0 STATES 429662 35 STANDARD BANK ANO TRUST COMPANY 19730
COOK UNITED STATES 12089 18 STANDARD BANK AND TRUST COMPANY 73ltgt
COOK UNITED STATES 244100 20 STANDARD BANK ANO TRUST COMPANY 19730
COOK UNITED STATES 244099 19 STANDARD BANK ANO TRUST COMPANY 19730
COOK UNITED STATpoundS 510612 4S STANDARD BANKANDTRUSTCOMPANV 1973ltgt
GRUNDY UNITED STATES 263852 17 STANDARD SANK AND TRUST COMPANY 730
COOK UNITED STATES 13875 4 STAN OARD BANK AND TRUST COMPANY 19730
Will UNITED STATES 357237 15 STAN OARD BANK AND TRUST COMPANY 19730
GRUNDY UNITED STATES 7234 1 STAN DARO BANK ANO TRUST COMPANY 19730
Will UNITED STATES 238ASA 13 STANDARD BANK ANO TRUST COMPANY 19730
Will UNlTEO STATES 450324 38 STAN OARD BANK AND TRUST COMPANY 19730
COOK UNITED STATES 10912 22 STANDARD BANK ANO TRUST COMPANY 19730
GRUNDY UNITED STATES 465426 42 STANDARD BANK AND TRUST COMPANY 1973ltgt
GRUNDY UNITED STATES 266774 16 STANDARD BANK ANO TRUST COMPANY 1730
GRUNDY UNITED STATES 2243S6 10 STANDARD BANK AND TRUST COMPANY 19730
OU PAGE UNITED STATES 238451 6 STANDARD BANK ANO TRUST COMPANY 19730
Will UNITED STATpoundS 238452 11 STAN OARD BANK ANO TRUST COMPANY 19730
COOK UNTED STATES 244101 21 STANDARD BANK AND TRUST COMPANY 19730
COOK UNITED STATES 441863 36 STANDARD BANK AND TRUST COMPANY 19730
COOK UNITED STATES 238447 1 STANDARD BANK AND TRUST COMPANY 19730
COOK UNITED STATES 238450 5 STANDARD BANt AND TRUST COMPANY 19730
ok Fullrvke 2100379 PALOS 11HH BfANOl 11901 SOUTHWEST HIGHWAY PALOSPARIC ll 00464 COOK UNITED STATES 238448 2 STAN DARO BANK AND TRUST COMPANY 19730
ok rulSltVice 2427544 PALOS lllST BRANCH 9700WEST lllST STREET PALOS PARK ll 00464 COOK UNlTEOSTATES 238449 3 STAN DARO BANK AND TRUST COMPANY 19730
ot llmtedSrvke 3490273 NORTH RIVERSIDE BRANCH BJSOWEST CERMAK ROAD RlvtRSlDE ll COOK UNITED STATES 441864 37 STANDARD BANK AND TRUST COMPANY 19730
ot FuLServke 3202171 SHOREWOOD BRANOl 970 BROOK FOREST AVENUE SHOREWOOD It - t UNITED STATES 419531 33 STANDARD BANICANDTRUSTCOMPANY 19730
ok FulSrvlee 3188918 VILLA PARK BfWIOi 1 WESrRoostVrlTROAD VlltAPARIC It 50181 OUPAGE UNITED STATES 238455 14 STANDARDBANKANDTRUSTCOMPANY 19730
ok FulSrvke WllMINGTON BRANCH lOOSSOUTH WATER STREET WILMINGTON It 004 lt UNITED STATES 238453 12 STANDARD BANK AND TRUST COMPANY 19730
ok Fulfrvk 3197031 CHESTERTON BRANCH middot 755 JNDIAN BOUNDARY ROAD OIESTERTON IN PORTER UNITEDSTAlES 275664 32 STANDARD BANK AND TRUST COMPANY 19730
ok ruUrvic 2161D17 EASTCHCAGO BRANCH 4518 lNOANAPOUS BOULEVARD EAST CHICAGO IN 46312 lAKE UNITEDSTAlES 29 STANDARDSANKANDTRUSTCOMPANY 19730
ok Fulrvk 4913n HAMMOND BRANCH 1007 CALUMET AVENUE HAMMOND IN 46324 AKE UNITEDSTAlES 42227 30 STANDARD BANK AND TRUST COMPANY 19730
Fulrvlc 2161D3S HIGHtAND BRANCH 2930 RIDGE ROAD HIGHLAND IN 46322 UNITEOSTAlES 275659 27 STANDARD BANK AND lRUST COMP AN I 19730
ot Futtsrvke 2161044 LOWHl BRANCH 2090 EAST COMMERICALAVENUE LOWELL IN 463Sfgt21r AKE ONITEDSTAlES 275661 28 STANDARD BANK ANDTRUSTCOMPANI 19730
ok Full Srvlce 3439562 MERRlllVlllE BRANCH 579WESTUNCOlN HIGHWAY MERRlllVlllE IN 46410 AKE ONlEO STATES 450325 39 STANDARD BANK AND TRUST COMPANI 19730
ok Full Srvice 453712 SAINT JOHN BRANCH 9321 WICKER AVENUE SAINT JOHN IN 46373middot00 AKE ONtlEDSTATES 42414 26 STANDARD BANK AND rnusr COMPANY 19730
middot
Report ttem 4 Directors and Office (1) Name amp Address
J-Ohn R Barber New York NY
Christopher Doody Ne-vYork NY
1pound1 Pnncipal Occupation [rtmiddotrmiddotwittl BHC
Mariaging Partner eohesiVe ea pita I
Princlpal Storm Point Capital
(3) (bull) TrtiePosition with BHC Diredor
Director
FORM FR Y-9
STANDARD BANCSHARES INC Fiscal YearEnding Decttmber3112014
(3) lb) ltlePosition wffi1 Subsidiaries
NIA
NIA
(3) (c TrtlePosltlon wttn otherbuslne$es
Managtng Partner Cohesive Capital
Principal Stone Point Ciipitit
bull Stone Point ls the manager of the TriOOnt funds which are investment entities that own 25 or morn of the outstanding voting seairities orinlerests in various companles Mr Doody ls an ernployee and officer of Stone Point and is oo deemed to contror S1oria Point or the Trldent Funds He is not a principal securities holder of Stone Point or the Trident Funds The invstmenl committees of the Trident Funds are responsible for voting the shares or such companies and Mr Doody is not a member of the investment committees of the Trident Fonds A sctiedule of such companies in which U1e Trident funds hnve invested is available upon request
John o Gallagher Ortand Park IL
Managing Genera[ Partner OfdlarU Hill Bldg Co
Director Dior-standarU Bank
Managin9 GenerBi Partner Orchard HlllmiddotB1dg Co President Ordiard Hm Building Co Inc
Managing Member Qnhard Hill Construction LLC
Managing Membelt Austin Construction Co bull LLC
Presdenl Bougton Development Co
President ennStructildeg Co lnc
Prestdenl middot Farmingdare Development eomiddot
middotana9in middotRa -middot middot fariTijngdre _Mittwo middot
Pldciit_ _ Fam1r9dale Utilify Co_
Managing Partner Frtz91erald Lad lnvestment Ptshp
(4) a) 1w of Voting Shares in BHC
563
middot1483
14450
(4)(o) (4) (b) Names of othfr companitts 4 of Voting (if 25 ormorl voting Shares in Subs securities a held
NIA
NIA
NIA
NIA
NIA
NIA
NIA
NIA
NIA
NIA
Dryden Cons1rudioo Co Inc 100
NIA
NIA
NIA
Frtzgerald Land Investment Plshp 25
(1) Name amp Mdlt=
John D Gallagher CJriand Pru IL
(2) Principal rbull _ BHC1
(3) (b) TdfePosition wiU1 SubsXfiarics
(J)(c TrtiePttSition wTUi other buslncssts
Trustee-Vote 100 Galla171ormiddot Henr)Tnisl
- Gallagher amp Henry Inc
Prumlaquo GaDaQhef Parloecs LP GB4 Jnc
Managing Partner Gl6mwod DevelopmElnt Co
Managmjl farlnelt Heruy Co Managmo Hermann Umd Investment Ptshp
Managing- Kolarlrugtd I lgthp Preltldeot Kokast -kimes Inc
PreSdenl Coo$trixtioo middotmiddot nc
- -MiAdams 400 Investment Ptshp
Msoagir(Q Partner Meifefl1 id lnpoundiiini _Pthp Managing Partner sr middotGod 1nVeslmoo Pbhp Managiog Partnef
-LampftPtshp TruSt6e
ThOGalfaghmiddotorSliujiini middot Trust
(4) (bull) of Voting Shares in BHC
(4) (b) of Voting Shares In SUbs
Names of other companies frf 25 degmom voting securiDes arn heJd NIA
NIA
NIA
NIA
NIA
NIA
NIA
Hennarm Lnnd Investment Ptshp 25
K6irland lovStrnerrlPiStip 25 NIA
NIA
NIA
Laod lNeStrnloi PlShp 25
df1li3 lfjJrlvtrpnt PWiP 25
Land l hp 25
e(Lao1fl PtShp 25_-xmiddotmiddot middot
standard tWesTrust 25 middot
(1) Name amp Address
Tnnothy J GsJlaghet Burr Ridge IL
(2) Principal Occupation [d other than with BHC)
(J) (a) TrltePosifion wtth BHC
(3)(b) TdiePosffion wittl Subskfcuies
OlaHrnan of the Board
(J) (c) TitlePosition with other businees
PreOOeot Brittany Glen Homeownoc l=gtc Suffield Woods Homeowner Assoc FanntngdaJe Viage Com Assoc fumlogdale Vdlage Com Assoc 2 Misty Meadoyenr Homeowner Assoc 1ltings1on Hills liomeOMler Assoc Gallagheramp Henrys Condos Goodiogs Grove Assoc Ganaghcr amp Heruys Goocfings Grove Umbretia Assoc Farmingdale Vil Cooos of Woodridge Homeowner Assoc Radc5ffe rtMe TOvlfflhomes Assoc
BNC OWnefs Assodatioo
Boughton Woodward Commenial Center LLC su-lgle MembeltUC- GB4 i5 member
Union Poirrte Investors Uc Sing1e MemberlLC- Union PcWe Oevclopmeot Co b member
Uoion POOte Buadlog Venture 1lLC Union 00rt lnvestorn LlC ts member Union Pofrrte Buikfing Venlilre 112 LLC Unton Point nveslor lLC is member
Union Pointe Boikfing Venture 3 LLC Union Poinl lnveslors UC is member
standgtnJ Bank -ALm1 Construction Co LlC
Pminlaquo Frtzyerald Lnnd Investment Pbttp
(lt)(bull) ofVotlng Shares in BHC
11520
(4) (b) ofVotiog Shares in Subs
NIA
Names of other companies (If 25 or l1XgtflJ voting securities aro held
NIA NIA NIA NIA NIA NIA NIA WA NIA NIA NIA
WA
NIA
WA
WA
NIA
NIA
WA
NIA
NIA
NIA
WA
WA
(1) =
Timothy J GJJbghctshyBorr Ridge IL
(2) Principal (if oUJef than wtth BHC)
3 (a) TitlePosition wilh BHC (3) 1c) Trtielosilion with other businesses ampcretuy amp Henry Inc
_ GieoMXgtd Developmeot Co
Partner Hermann Land Investment Pt5hp KOOr land Investment Ptstip
Secret3y Kolcast Homes loo
__ Koamp Construction Co Inc
Secrebgty Ordnrd Hin Buikfing Co Inc
Pa1nelt srrvb land 1ovestrnent Pshp -Smotelt Land Investment Ptshp Trustee- Vote 100 The Gollagher stmdafd
Trust
-- uruoo Pointe Development Co
lt4)(a) ofVotiog Shares in BHC
(4) (b) of Voting Shares In Sobs
tfamos of othcreomnk (lf25 ormoro vo6ng sccuritios arc held
NIA
NIA
NIA
Hennano Land Investment Ptshp 25
Kolar land Investment Pshp 25
NIA
NIA
NIA
Maas Land Investment Ptshp 25
McAdams Iand lnv=tmeni Plshp 25
Medema land lnvestme111 Ptshp 25
NIA
NIA
NIA
Slivka land Investment Plshp 25
SmoterUmd I Ptshp 25
Unkio Pointe Devdopmcot Co 25
(11 (21 Pl (a) 3 (b) 3) c) 4 (a) (4)b) Names of othelt com pan Name amp Adqross princi Occupation TJdcPositiorl TJHePositiorl TrticPosIDon of Voting of Voting [If 25 or mon voting
(if other than with Bl tc) wtth SHC with Subsidiaries with other businesses Shares In BHC Shares in Subs securities are heJd
Timothy J GaUagilet Slaquoretmy GB4 Inc SurRXgeIL GB4 lnc 251
Uoioo Polnte Bonding Venture 3 UC NIA Uoiont PoCnt lnves1ocs LLC is member
Lawraooe P Kelley NIA DirododVJCO Chaifman Oamp-edooVlce Chairman NIA 023lt))1 NIA NIA Pltullt IL PreraquoleoUCEO -0-0
standam Bank
Atampief Ko-arldt NIA DirodOlt Dirodoc NIA 0140 NIA NIA 1-fmsdak ll -
Howrd K Priess JI - deg Dirodoc Solo Pradiltgtoelt 0140 NIA NIA NapeMe IL Standard Bank
Owner White Oak Construction LlC Wh4te Oak Construction LLC 100
Robert A RoslKWt NIA Lead ndepcodeot Director oltedoc NIA D140( NIA NIA QOCago u standanl Bank
Charles E Shomo rv NIA deg Ciredor NIA 013lfI( NIA NIA Bur Ridgo IL standam Bank
Patrick J Hunt NIA _ Executive VPCFO NIA 008 NIA NIA Palos Heights IL EVPCfO standanl Bank
deg Scoltzu NIA Asst VPJAssl Asst VPAsst Secy NIA 00CXgt1 NIA NIA
Everyreen Park IL Sea-- SiandagtO Bank
STANDARD BANCSHARES INC AND SUBSI DIARIES
ASSETS
Cash and due from banks
CONSOLI DATED BALANCE SHEETS DECEMBER 31 2014 AND 2013
(in thousands except per share data)
Interest bearing deposits in other banks Federal funds sold
Total cash and cash equivalents Investment securities
Securities held-to-maturity (fair value 2014 - $3564 2013 - $1415)
Securities available for sale at fair value Loans held for sale Loans - net Bank premises and equipment - net Bank premises held for sale Other real estate owned Federal Home Loan Bank stock - at cost Cash surrender value of bank owned life insurance Other assets
Total assets
LIABI LITIES AND SHAREHOLDERS EQU ITY
Commitments and Contingency (Note 14 and 16)
Deposits Non interest-bearing Interest bearing
Total deposits Advances from Federal Home Loan Bank Accrued expenses and other liabilities
Total liabilities
Shareholders equity Preferred stock $01 par value 20000000 shares authorized
no shares issued at December 31 2014 and 2013
Common stock $01 par value 80000000 shares authorized 38 188671 voting and 10434045 non-voting shares
issued at December 31 2014 and 2013
Additional paid-in-capital Retained earnings Accumulated other comprehensive income
Total shareholders equity
2014
$ 41292
153809 4375
199476
3888
154394 8274
1744331
60914
1462
16233
3247
48470
47514
$ 2288203
$ 612646
1380926
1993572
15000 13583
2022155
486
176007 89361
194
266048
2013
$ 55046 174019
5 118
234 183
1762
139588
5408
1619995 65782
12930
3143
47033 55426
$ 2185250
$ 536325
1382780
1919 105
14238
1933343
486
175225 75067
1 129
251907
$28203 $ 218(250 Total liabilities and shareholders egdJY _________ ==sectsectsectsect=----sect--------
The accompanying notes are an integral part of the consolidated financial statements 3
STANDARD BANCSHARES INC AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF INCOME YEARS ENDED DECEMBER 31 2014 2013 AND 2012
(in thousands except per share data)
INTEREST INCOME Loans including fees Investment securities
Taxable Exempt from federal income tax
Interest bearing deposits in other banks Federal funds sold
Total interest income
INTEREST EXPENSE Deposits Federal Home Loan Bank advances and short-term borrowings Notes payable
Total interest expense
Net interest income
Provision for credit losses
Net interest income after provision for credit losses
NON-INTEREST INCOME Deposit account income Secondary mortgage income Gains on sale of securities available for sale Other
Total non-interest income
NON-INTEREST EXPENSES Salaries Employee benefits Net occupancy expense FDIC assessment Data processing Legal Professional services OREO expenses Amortization of intangible assets Goodwill impairment Other
Total non-interest expenses
Income (loss) before income taxes
Income tax expense (benefit)
Net income (loss)
Preferred dividends and discount accretion on preferred shares
Net income (loss) applicable to common shareholders
2014
$ 77838
1494 5
556 1
79894
3964 46
4010
75884
2967
72917
4798 3096
611 11925 20430
30065 6498
11921 1932 2729 1607
805 1652
693
10495
68397
24950
10656
14294
$ 14294
2013
$ 75331
1491
630 2
77454
5368 71
293 5732
71722
8751
62971
4577 4824
11 140 20541
29320 6922
11892 1971 2746 1831 1 102 3109
585
10063
69541
13971
5798
8173
1124
$ 7049
The accompanying notes are an integral part of the consolidated financial statements 4
2012
$ 80553
2078 5
626 3
83265
8837 247
2080 11 164
72 101
33384
38717
4421 4906
9945 19272
26096 7911
12636 3240 2424 2486 1034 3452
644 23987 10463
94373
(36384)
(5622)
(30762)
4090
$ (34852)
STANDARD BANCSHARES INC AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS) YEARS ENDED DECEMBER 31 2014 2013 AND 2012
(in thousands)
2014
Net income (loss) $ 14294 $ Other comprehensive income (loss) net of tax
Unrealized (loss) on securities available-for-sale Unrealized holding (losses) during the period (897) Less Reclassification adjustment for gains included
in net income (loss) 611
Other comprehensive (loss) (1508)
Income tax benefit related to other comprehensive income 573
Other comprehensive (loss) after tax (935)
Comprehensive income (loss) $ 13359 $
2013
8173
(7)
(7)
3
(4)
8169
The accompanying notes are an integral part of the consolidated financial statements 5
2012
$ (30762)
(360)
(360)
136
(224)
$ (30986)
STANDARD BANCSHARES INC AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CHANGES JN SHAREHOLDERS EQUITY YEARS ENDED DECEMBER 31 2014 2013 AND 2012
(in thousands except per share data)
Accumulated Additional Other
Preferred Common Paid-In Retained Comprehensive Stock Stock Caeital Earnings Income (loss)
BALANCE JANUARY 1 2012 $ 61533 $ 4464 $ 39208 $ 103497 $ 1357
Net Joss (30762) Other comprehensive loss net of tax (224) Accretion of discount on preferred stock 627 (627) Dividends declared - preferred stock (3463)
BALANCE DECEMBER 31 2012 62160 4464 39208 68645 1133
Net income 8173 Other comprehensive Joss net of tax (4) Change in par value from 238 to 01 per share (4277) 4277 Accretion of discount on preferred stock 840 (840) Dividends declared - preferred stock (911) Preferred Stock exchanged for 13548387
shares of Common Stock (63000) 136 62864 Issued 16316408 additional shares at $465
per share less issuance cost of $7274 163 68435 Stock based compensation 441
BALANCE DECEMBER 31 2013 486 175225 75067 1129
Net income 14294 Other comprehensive loss net of tax (935) Stock based compensation 782
BALANCE DECEMBER 31 2014 $ $ 486 $ 176007 $ 89361 $ 194
The accompanying notes are an integral part of the consolidated financial statements 6
Total
$ 210059
(30762) (224)
3463)
175610
8173 (4)
(911)
68598 441
251907
14294 (935) 782
$ 266048
STANDARD BANCSHARES INC AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS YEARS ENDED DECEMBER 31 2014 2013 AND 2012
(in thousands)
Cash flows from operating activities Net income (loss) Adjustments
Depreciation and amortization Provision for credit losses Provision for deferred income taxes (Gain) loss from sales of investment securities (Accretion) amortization of (discount) premium on investment securities net Originations of loans held for sale Proceeds from sales of loans held for sale Gains from sales of originated loans held for sale (Gain) loss on sale of other real estate owned (Gain) loss from sale of premises and equipment Write down of other real estate owned Stock based compensation expense Bank owned life insurance income Goodwill impairment Net change in other assets Net change in accrued expenses and other liabilities
Net cash provided by operating activities
Cash flows from investing activities Available-for-sale securities
Proceeds from sale of investment securities Proceeds from maturities of investment securities Purchase of investment securities
Held-to-maturity securities Proceeds from maturities of investment securities Purchase of investment securities
Purchase of Federal Home Loan Bank Stock Redemption of Federal Home Loan Bank stock Net change in loans Purchases of bank premises and equipment Proceeds from sale of bank premises and equipment Proceeds from sale of other real estate owned
Net cash (used in) investing activities
Cash flows from financing activities Net change in deposits Repayment on advances from Federal Home Loan Bank Proceeds from Federal Home Loan Bank advances Repayment of note payable Issuance of common stock net of issuance costs Dividends paid - preferred stock
Net cash provided by financing activities
Net change in cash and cash equivalents Cash and cash equivalents - beginning of year
Cash and cash equivalents - end of year
Supplemental cash flow information Interest paid on deposits and other borrowings Income taxes paid
Supplemental schedule of non-cash investing and financing activities Transfer to foreclosed real estate Transfer to premises held for sale
----change-in-parvalue-on-common-stoc Exchange of preferred stock to common stock
2014
$ 14294
5007 2967 7162
(611) (3)
(101863) 100381
(1928) (426) (491)
1154 782
(1437)
339 (655)
24672
6375 97802
(119885)
312 2430)
(104)
(133338) (1406) 1824 2004
(148846)
74467
15000
89467
(34707) 234183
$ 199476
$ 4031 3736
$ 6035 1462
2013
$ 8173
5239 8751 3425
270 (162764) 162033
(2608) (170)
(1) 2913
441 (1437)
4939 (2284) 26920
35918
214
2521 (126716)
(1777) 2
5135 (84703)
135 (23466)
(16 100) 68598 (6026)
23141
(34642) 268825
$ 234183
$ 10170 274
$ 3912
427-7 63000
The accompanying notes are an integral part of the consolidated financial statements 7
2012
$ (30762)
5624 33384 (6928)
334 (205693) 216624
(3620) 136 (18)
2476
(1469) 23987
3245 4268
41588
99963 (134057)
157
12531 (47883)
(2534) 18
4096 67709)
49431 (8615)
40816
14695 254130
$ 268825
$ 9316 138
$ 12108
STANDARD BANCSHARES INC AND SUBSIDIARIES
NOTES TO CONSOLIDATED FI NANCIAL STATEMENTS (in thousands except share data)
Note 1 - Summary of Significant Accounting Policies
The accompanying financial statements are prepared in accordance with generally accepted accounting principles and conform to general practices within the banking industry A summary of the significant accounting policies follows
Nature of Operations
Standard Bancshares Inc (the Company) is a bank holding company whose principal activity is the ownership and management of its wholly-owned subsidiary Standard Bank and Trust Company (the Bank) The Bank generates commercial mortgage and consumer loans and receives deposits from customers located primarily in the Chicago Metropolitan Northwest Indiana and surrounding areas The Bank operates under a state bank charter and provides full banking services As a state bank the Bank is subject to regulation by the Illinois Department of Financial and Professional Regulation and the Federal Deposit Insurance Corporation The Bank has two whol ly-owned subsidiaries One of those subsidiaries is an insurance agency and the other holds other real estate owned and land acquired for potential future development
Principles of Consolidation
The consolidated financial statements include the accounts of Standard Bancshares I nc the Bank and its wholly-owned subsidiaries after elimination of al l material intercompany transactions and balances
Use of Estimates
To prepare financial statements in conformity with accounting principles generally accepted in the U nited States of America management makes estimates and assumptions based on available information These estimates and assumptions affect the amounts reported in the financial statements and the disclosures provided and actual results could differ The allowance for loan losses valuation of other real estate owned evaluation of other intangible assets for impairment deferred tax assets and fair values of financial instruments are particularly subject to change
Investment Securities
Debt securities are classified as held-to-maturity when the Company has the positive intent and ability to hold the securities to maturity Securities held-to-maturity are carried at amortized cost The amortization of premiums and accretion of discounts are recognized in interest income using methods approximating the interest method over the period to maturity
Debt securities not classified as held-to-maturity are classified as available-for-sale Securities availableshyfor-sale are carried at fair value with unrealized gains and losses reported in other comprehensive income Realized gains (losses) on securities available-for-sale are included in other income (expense) and when applicable are reported as a reclassification adjustment net of tax in other comprehensive income Gains and losses on sales of securities are determined on the specific-identification method
Management evaluates securities for other-than-temporary impairment (OTT) on at least a quarterly basis and more frequently when economic or market conditions warrant such an evaluation For securities in an unrealized loss position management considers the extent and duration of the unrealized loss and the financial condition and near-term prospects of the issuer Management also assesses whether it intends to sell or it is more likely than not that it will be required to sell a security in an unrealized loss position before recovery of its amortized cost basis I f either of the criteria regarding intent or requirement to sell is met the entire difference between amortized cost and fair value is recognized as impairment through earnings For debt securities that do not meet the aforementioned criteria the
8
STAN DARD BANCSHARES I NC AND SU BSI DIARIES
NOTES TO CONSOLI DATED FINANCIAL STATEMENTS (in thousands except share data)
Note 1 - Summary of Significant Accounting Policies (Continued)
Investment Securities (Continued)
amount of impairment is split into two components as follows 1) OTII related to credit loss which must be recognized in the income statement and 2) OTII related to other factors which is recognized in other comprehensive income The credit loss is defined as the difference between the present value of the cash flows expected to be collected and the amortized cost basis For equity securities the entire amount of impairment is recognized through earnings
Loans Held for Sale
Mortgage loans originated and intended for sale in the secondary market are carried at the lower of the aggregate cost or fair value as determined by outstanding commitments from investors
Mortgage loans held for sale are generally sold with servicing rights retained Gains and losses on sales of mortgage loans are based on the difference between the selling price and the carrying value of the related loan
Loans
Loans that management has the intent and ability to hold for the foreseeable future or until maturity or payoff are reported at the principal balance outstanding less origination fees - net of costs and an allowance for loan losses Interest income is accrued on the unpaid principal balance Loan origination fees net of certain direct origination costs are deferred and recognized in interest income over the respective term of the loan using the level-yield method without anticipating prepayments
Interest income on mortgage and commercial loans is generally discontinued at the time the loan is 90 days delinquent unless the loan is well-secured and in the process of collection Consumer loans are typically reviewed for charge-off no later than 120 days past due Past due status is based on the contractual terms of the loans Nonaccrual loans and loans past due 90 days still on accrual include both smaller balance homogeneous loans that are collectively evaluated for impairment and individually classified impaired loans In a l l cases loans are placed on nonaccrual or charged off at an earlier date if collection of principal or interest is considered doubtful
All interest accrued but not collected for loans that are placed on nonaccrual or charged off is reversed against interest income The interest on these loans is accounted for on the cash-basis or cost-recovery method until qualifying for return to accrual Loans are returned to accrual status when a l l the principal and interest amounts contractually due are brought current and future payments are reasonably assured
The Bank grants commercial and residential mortgage commercial and consumer loans to customers A substantial portion of the loan portfolio is represented by loans to commercial businesses generally secured by business assets and real estate throughout the Chicago Metropolitan Northwest Indiana and surrounding areas The ability of the Companys debtors to honor their contracts is dependent on the real estate and general economic conditions in this area
Allowance for Credit Losses
The allowance for credit losses is evaluated on a regular basis by management and is based upon managements periodic review of the collectability of the loans in the light of historical experience the nature and volume of the loan portfolio adverse situations that may affect the borrowers ability to repay estimated value of any underlying collateral and prevailing 0conomic conditions The al lowance for loan losses is a valuation a llowance for probable incurred credit losses increased by the provision for loan
9
STANDARD BANCSHARES INC AND SUBSI DIARIES
NOTES TO CONSOLI DATED FINANCIAL STATEMENTS (in thousands except share data)
Note 1 - Summary of Significant Accounting Policies (Continued)
Allowance for Credit Losses (Continued)
losses and recoveries and decreased by charge-off of loans Management believed the estimated allowance for loan losses to be adequate based on known and inherent risks in the portfolio past loan loss experience information about specific borrower situations estimated collateral values economic conditions and other factors Allocations of the allowance may be made for specific loans but the entire allowance is available for any loan that in managements judgment should be charged-off Loan losses are charged against the al lowance when management believes the uncollectability of the loan balance is confirmed
The allowance consists of specific and general components The specific component relates to loans that are individually classified as impaired The general component covers non-impaired loans and is based on a historical migration analysis adjusted for current qualitative environmental factors The Company maintains a loss migration analysis that tracks loan losses and recoveries based on loan type as well as the loan risk grade assignment for commercial loans During 2013 the Company chose to change its methodology for determining the general component of the reserves Previously the portfolio was segmented into four categories and used a straight line three year loss history The Company now uses a migration analysis system that segments the portfolio into six categories incorporates losses by risk grade and the impact of changes in risk grade The system looks at a charge-off and the risk g rade of that loan during the prior eight quarters and then allocates a portion of the loss to the various risk grades The system incorporates charge-offs during the last four eight quarter segments These historical loss percentages are adjusted (both upwards and downwards) for certain qualitative environmental factors including economic trends credit quality trends concentration risks quality of loan review changes in staff and external factors and other considerations This evaluation is inherently subjective as it requires estimates that are susceptible to significant revision as more information becomes available
A loan is impaired when based on current information and events it is believed to be probable that the Company will be unable to collect all amounts due according to the contractual terms of the Joan agreement Loans for which the terms have been modified with no benefit to the Company received and for which the borrower is experiencing financial difficulties are considered troubled debt restructurings (TDRs) and classified as impaired Factors considered by management in determining impairment include payment status collateral value and the probability of collecting scheduled principal and interest payments when due Loans that experience insignificant payment delays and payment shortfalls generally are not classified as impaired Management determines the significance of payment delays and payment shortfalls on a case-by-case basis taking into consideration all of the circumstances surrounding the loan and the borrower including the length of the delay the reasons for the delay the borrowers prior payment record and the amount of the shortfall in relation to the principal and interest owned The Company evaluates impaired loans individually to determine whether or not interest continues to be accrued
All loans with relationship balances exceeding $250000 and an internal risk grading of 6 or worse are evaluated for impairment Generally al l loans over $250000 and on non-accrual will be considered impaired f a loan is impaired a portion of the allowance is al located so that the Joan is reported net at the present value of estimated future cash flows using the loans existing interest rate or at the fair value of collateral less estimated costs to sell if repayment is expected solely from the collateral Large groups of smaller balance homogeneous loans such as consumer and residential real estate loans are collectively evaluated for impairment and accordingly they are not separately identified for impairment disclosures
10
STANDARD BANCSHARES INC AND SU BSIDIARIES
NOTES TO CONSOLIDATED FI NANCIAL STATEMENTS (in thousands except share data)
Note 1 - Summary of Significant Accounting Policies (Continued)
Allowance for Credit Losses (Continued)
While management uses available information to recognize losses on loans further reductions in the carrying amounts of loans may be necessary based on changes in local economic conditions In addition regulatory agencies as an integral part of their examination process periodically review the estimated losses on loans Such agencies may require the Company to recognize additional losses based on their judgments about information available to them at the time of their examination Because of these factors it is reasonably possible that the estimated losses on loans may change materially in the near term However the amount of the change that is reasonably possible cannot be estimated
Transfers of Financial Assets
Transfers of financial assets are accounted for as sales when control over the assets has been relinquished Control over transferred assets is deemed to be surrendered when the assets have been isolated from the Company the transferee obtains the right (free of conditions that constrain it from taking advantage of that right) to pledge or exchange the transferred assets and the Company does not maintain effective control over the transferred assets through an agreement to repurchase them before their maturity
Bank Premises and Equipment
Land is carried at cost Other premises and equipment are carried at cost net of accumulated depreciation Depreciation is computed using the straight-line method based principally on the estimated useful lives of the assets Maintenance and repairs are expensed as incurred while major additions and improvements are capitalized Gains and losses on dispositions are included in current operations
Premises held for sale are carried at the lower of cost or fair value less costs to sell Fair values are based on third-party appraisals of the properties
Mortgage Servicing Rights
When mortgage loans are sold with servicing retained servicing rights are initially recorded at fair value with the income statement effect recorded as income on the sale of loans Fair value is based on market prices for comparable mortgage servicing contracts when available or alternatively is based on a valuation model that calculates the present value of estimated future net servicing income All classes of servicing assets are subsequently measured using the amortization method which requires servicing rights to be amortized into non-interest income in proportion to and over the period of the estimated future net servicing income of the underlying loans
Servicing rights are evaluated for impairment based upon the fair value estimate of the rights as compared to the carrying amount I mpairment is determined by stratifying rights into groupings based on predominant risk characteristics of the underlying loans Such characteristics include loan type loan size interest rate date of origination and loan term Impairment is recognized through a valuation a llowance to the extent that fair value is less than the carrying amount If the Company later determines that a l l or a portion of the impairment no longer exists for a particular grouping a redudion of the a llowance may be recorded as an increase to income The fair value of servicing rights are subject to significant fluctuation as a result of changes in estimated and actual prepayment speeds and default rates and losses For the years ended December 31 2014 2013 and 2012 mortgage servicing rights were determined not to be impaired
1 1
STANDARD BANCSHARES INC AND SUBSIDIARIES
NOTES TO CONSOLI DATED FINANCIAL STATEMENTS (in thousands except share data)
Note 1 - Summary of Significant Accounting Policies (Continued)
Mortgage Servicing Rights (Continued)
Servicing fee income which is reported on the income statement as secondary mortgage income is recorded for fees earned for servicing loans The fees are based on a contractual percentage of the outstanding principal or a fixed amount per loan and are recorded as income when earned The amortization of mortgage servicing rights is netted against secondary mortgage income Servicing fees totaled $969 $878 and $643 for the years ended December 3 1 2014 2013 and 2012 respectively Late fees and ancillary fees related to loan servicing are not material
Other Real Estate Owned
Real estate properties acquired through or in lieu of loan foreclosures are initially recorded at the fair value less estimated selling cost at the date of foreclosure Any write-downs based on the assets fair value at the date of acquisition are charged to the allowance for credit losses After foreclosure valuations are periodically performed by management and property held for sale is carried at the lower of the new cost basis or fair value less cost to sell Impairment losses on property to be held and used are measured as the amount by which the carrying amount of a property exceeds its fair value Costs of significant property
middotimprovements are capitalized whereas costs relating to holding property are expensed The portion of interest costs relating to development of real estate is capitalized Valuations are periodically performed by management and any subsequent write-downs are recorded as a charge to operations if necessary to reduce the carrying value of a property to the lower of its cost or fair value less cost to sell
Federal Home Loan Bank (FHLB) Stock
The Bank is a member of the FHLB Chicago Members are required to own a certain amount of stock based on the level of borrowings and other factors and may invest additional amounts FHLB stock is carried at cost classified as a restricted security and periodically evaluated for impairment based on ultimate recovery of par value When declared cash and stock dividends are recorded as income
Bank Owned Life Insurance
The Company has purchased life insurance policies on certain key executives and officers Bank owned life insurance is recorded at the amount that can be realized under the insurance contract at the balance sheet date which is the cash surrender value adjusted for other charges or other amounts due that are probable at settlement
Goodwill and Other Intangible Assets
Goodwil l resulting from business combinations prior to January 1 2009 represents the excess of the purchase price over the fair value of the net assets of businesses acquired Goodwill resu lting from business combinations after January 1 2009 is generally determined as the excess of the fair value of the consideration transferred plus the fair value of any non-controlling interests in the acquiree over the fair value of the net assets acquired and liabilities assumed as of the acquisition date Goodwill and intangible assets acquired in a purchase business combination and determined to have an indefinite useful life are not amortized but tested for impairment at least annually or more frequently if events and circumstances exists that indicate that a goodwill impairment test should be performed Goodwill totaling $23 987 was fully written off in 2012 Intangible assets with definite useful lives consist of core deposits acquired and are amortized over their estimated useful life of fifteen years to their estimated residual values
12
STANDARD BANCSHARES INC AND SUBSIDIARIES
NOTES TO CONSOLI DATED FI NANCIAL STATEMENTS (in thousands except share data)
Note 1 - Summary of Significant Accounting Policies (Continued)
Derivatives
ASC Topic 815 requires that every derivative instrument be recorded in the balance sheet as either an asset or liability measured at its fair value The guidance requires that changes in the derivatives fair value be recognized currently in earnings unless specific hedge accounting criteria are met The Company provides customers with interest rate swap transactions and offsets the transactions with interest rate swap transactions with inter-bank dealer counterparties Derivative contracts entered into by the Company are limited to those that are treated as non-designated derivative instruments Changes in the fair value of these derivatives are reported in earnings as non interest income
Mot1gage Banking Activities
Commitments to fund individual mortgage loans (interest rate locks) to be sold into the secondary market are taken out on both a best efforts and mandatory basis Mandatory commitments which are not executed are subject to potential pair off fees which reflect the changes in the market value of these commitments should unfavorable rate changes occur The Bank has had a sufficient best efforts commitment pipeline to satisfy any potential fallout of individual mandatory commitments Any pair off fees incurred are not material
Stock-Based Compensation
Compensation cost is recognized for stock options and awards issued to employees based on the fair value of these awards at the date of grant A B lack-Scholes model is utilized to estimate the fair value of stock options Compensation cost is recognized over the required service period generally defined as the vesting period
Income Taxes
Income taxes are provided for the tax effects of the transactions reported in the financial statements and consist of taxes currently d ue plus deferred taxes related primarily to differences between the basis of the a llowance for credit losses other real estate owned non-accrual interest and State net operating loss carryforwards The deferred tax assets and liabilities represent the future tax return consequences of those differences which will either be taxable or deductible when the assets and liabilities are recovered or settled Deferred tax assets and liabilities are reflected at income tax rates applicable to the period in which the deferred tax assets or liabilities are expected to be realized or settled As changes in tax laws or rates are enacted deferred tax assets and liabilities are adjusted through the provision for income taxes The Company files consolidated income tax returns with its subsidiaries
The Company recognizes a tax position as a benefit only if it is more likely than not that the tax position would be sustained in a tax examination including resolution of related appeals or litigation p rocesses The amount recognized is the largest amount of tax benefit that is greater than 50 likely of being realized on examination For tax positions not meeting the more likely than not test no tax benefit is recorded The Company recognizes interest and penalties related to income tax matters in income tax expense
Comprehensive Income
Comprehensive income consists of net income and other comprehensive income Other comprehensive income includes unrealized gains and losses on securities available for sale which are also recognized as separate components of equity
13
STANDARD BANCSHARES INC AND SUBSI DIARIES
NOTES TO CONSOLI DATED FI NANCIAL STATEMENTS (in thousands except share data)
Note 1 - Summary of Significant Accounting Policies (Continued)
Trust Assets and Fees
Assets held in a fiduciary or agency capacity are not included in the consolidated balance sheets since such items are not assets of the Company_ Income from trust fees is recorded when received This income does not differ materially from trust fees computed on an accrual basis
Cash Flows
The Company considers al l cash and due from banks cash advanced under ATM funding agreements interest-bearing deposits in other banks and federal funds sold to be cash equivalents for the purposes of the statements of cash flows
Reclassification
Certain reclassifications have been made in the prior year financial statements to conform with the current year presentation with no effect on net income or shareholders equity
New Accounting Pronouncements
In January of 2014 the Financial Accounting Standards Board (FASB) issued guidance to clarify when an in substance repossession or foreclosure occurs and an entity is considered to have received physical possession of the residential real estate property such that a loan receivable should be derecognized and the real estate property recognized Additionally the guidance requires interim and annual disclosure of the amount of foreclosed residential real estate property held by the entity and the recorded investment in consumer mortgage loans collateralized by residential real estate property that are in the process of foreclosure according to local requirements of the applicable jurisdiction The guidance is effective for annual and interim periods beginning after December 15 2014 and can be applied retrospectively or prospectively Management does n ot expect the adoption of this guidance will materially impact the Companys financial condition resu lts of operations or liquidrty_
In January 2014 the FASB amended existing guidance to eliminate the effective yield election and to 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 Disclosures for a change in accounting principle are required upon transition The amendment is effective for annual and interim periods beginning after December 15 2014 Adoption of this standard is not expected to have a material effect on the Companys financial condition or results of operations
Subsequent Events
Management reviewed subsequent events for recognition and disclosure through March 13 2015 which is the date the financial statements were available to be issued_
14
STANDARD BANCSHARES INC AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (in thousands except share data)
Note 2 - Cash and Cash Equivalents
The Companys banking subsidiary is required by the Federal Reserve Bank to maintain certain average cash reserve balances The required reserve balance at December 31 2014 and 2013 was $1 7889 and $ 1 7 395 respectively
The nature of the Companys business requires that it maintain amounts due from banks federal funds sold and interest-bearing deposits in other banks which at times may exceed federally insured limits Management monitors these correspondent relationships and the Company has not experienced any losses in such accounts
Note 3 - Investment Securities
Carrying amounts and fair values of investment securities were as follows
December 3 1 2014 December 31 2013 Gross Gross Gross Gross
Amortized Unrealized Unrealized Fair Amortized Unrealized Unrealized Fair Cost Gains Losses Value Cost Gains Losses Value
Held-to-maturity
Mortgage-backed $ 266 $ 18 $ $ 284 $ 378 s 25 $ - $ 403 securlties - residential
States and political subdivisions 2230 2230
Trust preferred security 1 392 (342) 1 050 1384 372) 1012
Total held-to-maturity 3888 18 (342) 3564 1762 25 (372) 1 415
Available-for-sale US g overnment-sponsored 1 46410 72 (1 75) 1 46307 1 24245 186 124431
entities and agencies
Mortgage-backed securities - residential 3436 232 3668 1 1287 916 12203
Equity securtties 4235 184 441 9 2235 735 (16) 2954
Total available-for-sale 154081 488 (175) 154394 137767 1837 (16) 139588
Total investment securities $157969 $506 $(517) S157958 $1 39529 $1862 $ (388) $141 003
15
STANDARD BANCSHARES INC AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (in thousands except share data)
Note 3 - Investment Securities (Continued)
The amortized cost and fair value of debt securities at December 31 2014 by contractual maturity are shown below Maturities may differ from contractual maturttie in mortgage-backed securities -residential because the mortgages underlying the securities may be called or repaid without any penalties Equity securities have no maturity therefore these securities are not included in the maturity categories in the following summary
Amounts maturing in
One year or less After one year through five years After five years through ten years Over ten years Mortgage-backed securities - residential Equity securities
Total
Securities Held-to-maturity
Amortized Fair Cost Value
$2155 $2155 75 75
1392 1050 266 284
3 888 3 564
Securities Avaiiable-for-sale
Amortized Fair Cost Value
$ 33447 $ 33486 112963 112821
3436 3668 4 235 4 419
154 081 154 394
Equity securities include $4027 of Community Reinvestment Act (CRA) eligible mutual funds and $392 in Fannie Mae and Freddie Mac preferred stock
The proceeds from sales of securities available-for-sale and the associated gains and losses are listed below for the year ended 2014
Proceeds
Gross gains Gross losses
There were no sales of securities in 2013 or 2012
$6375
611
Investment securities with a carrying value of $115645 and $135656 at December 31 2014 and 2013 respectively were pledged to secure public deposits short-term borrowings and for other purposes required or permitted by law
Information pertaining to securities with gross unrealized losses at December 31 2014 and 2013 aggregated by investment category and length of time that individual securities have been in a continuous loss position follows
16
STANDARD BANCSHARES INC AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (in thousands except share data)
Note 3 - Investment Securities (Continued)
Less Than 1 2 Months
December 31 201 4
Held-to-maturity Trust preferred security
Available-for-sale US government-sponsored
entities and agencies
Fair Value
$
$76908
Gross Unrealized
Losses
$
$(1 75)
1 2 Months or Greater
Fair Value
$ 1 050
$
Gross Unrealized
Losses Fair Value
$(342) $ 1 050
$ $76908
Total Gross
Unrealized Losses
$ (342)
$ (1 75)
Less Than 1 2 Months 1 2 Months or Greater Total Gross Gross Grnss
Fair Unrealized Unrealized Unrealized December 31 2013 Value Losses Fair Value Losses Fair Value Losses
Held-to-maturity Trust preferred security $ $ $ 1 012 $(372) $ 1 0 1 2 $ (372)
Available-for-sale Equity securities $1 984 $ (1 6) $ $ $ 1 984 $ (1 6)
Management evaluates securities for other-than-temporary impairment at least on a quarterly basis and more frequently when economic or market concerns warrant such evaluation Consideration is given to (1) the length of time and the extent to which the fair value has been less than cost (2) the financial condition and near-term prospects of the issuer and (3) the intent and ability of the Company to retain its investment in the issuer for a period of time sufficient to allow for any anticipated recovery in fair value
The Company had seventeen securities in a loss position at December 31 2014 One security is a trust preferred security with an amortized cost of $1 392 and an unrealized loss of $342 The other sixteen securities are government sponsored entity and agency securities with an amortized cost of $77083 and an unrealized loss of $175
The unrealized loss on the trust preferred security and government-sponsored entities and agencies were related to changes in interest rates and illiquidity in the financial services industry Management has evaluated the prospects of the issuer in relation to the severity and duration of the impairment Based on that evaluation and managements ability and intent to hold those investments for a reasonable period of time sufficient for a forecasted recovery of fair value management does not consider those investments to be other-than-temporarily impaired at December 31 201 4
17
STANDARD BANCSHARES INC AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (in thousands except share data)
Note 4 - Loans
Major Classifications of loans are as follows
Construction and land development Commercial Commercial real estate non-owner occupied Commercial real estate owner occupied Residential real estate Consumer
Total
Origination fees - net of costs Allowance for credit losses
Loans net
201 4 $ 110343
449341 427043 569269 1 18612
97066
1 771 674
( 1 023) (26320)
$1744331
2013 $ 140294
324898 4 1 9775 550900 1 1 7 343 1 08664
166 1 874
(984) (40895)
$161 9995
Construction loans are generally based upon estimates of the cost and value associated with the construction of the property Construction loans often involve the disbursement of substantial funds with repayment primarily dependent upon the success of the completed project Sources of repayment for these types of loans may be permanent loans from long-term lenders or sales of developed property Generally these loans have a higher risk profile than other real estate loans due to their repayment being sensitive to real estate values interest rate changes governmental regulations of real property demand and supply of similar projects the availability of long term financing and changes in general economic condition
Commercial loans are primarily lines of credit and equipment loans that are secured by accounts receivable inventory fixed assets and sometimes with real estate These loans are repaid through the operating cash flow of the company The increase in commercial loans was due to generally improved business activity resulting from the stabilizing economy and our focus on generating growth in this category of lending in order to better diversify our commercial portfolio Commercial loans are underwritten after evaluating and understanding the borrowers ability to operate its business
Underwriting standards are designed to ensure repayment of loans and mitigate loss exposure As part of the underwriting process the Company examines current cash flows to determine the ability of the borrower to repay its obligations as agreed Commercial loans are primarily made based on the identified cash f lows of the borrowers and secondarily on the underlying collateral provided by the borrower
Commercial real estrite locins consisted primarily of loans to business owners and developersinvestors in owner and non-owner occupied commercial properties The Company classifies the properties into owner-occupied which represents loans where more than 50 of the rental income is from the owner of the property or a related company and non-owner occupied represents loans where less than 50 of the rental income is from the owner of the property Non-owner occupied can include 5-unit or more apartment buildings retail office buildings hotels warehouse and industrial properties Repayment will come from the rental income paid by the tenants or owner Commercial real estate loans are subject to underwriting standards and processes similar to commercial loans in addition to those standards and processes specific to real estate Commercial real estate lending typically involves higher loan principal amounts and the repayment of the loans is largely dependent upon the successful operation of the property securing the loan or the business conducted on the property securing the loan Commercial real estate loans may be more adversely affected by conditions in the real estate market or in the general economy The properties securing the Companys commercial real estate portfolio are diverse in terms
1 8
STANDARD BANCSHARES INC AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (in thousands except share data)
Note 4 - Loans (Continued)
of type and geographic location within our market area Management monitors and evaluates real estate loans based on cash flow collateral location and risk grade criteria
The residential real estate portfolio consists of 1-4 family first lien loans secured by the borrowers home and are generally within our market area Any loans outside our market area are to customers with homes or businesses in our market areas
The consumer loans consist of loans to individuals for consumer purposes home equity loans home equity lines of credit and second mortgages Consumer loans are centrally underwritten utilizing various loan policy guidelines that take into consideration the borrowers ability to repay and the collateral offered
At December 31 2014 and 2013 certain officers directors and companies in which they have beneficial ownership were indebted to the Bank in the aggregate amount of $32267 and $36457 respectively During 2014 no new loans were made to such related parties and net repayments on existing loans amounted to $4 1 90 During 2013 new loans made to such related parties amounted to $389 and net repayments on existing loans amounted to $2082
19
STANDARD BANCSHARES INC AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (in thousands except share data)
Note 4 - Loans (Continued)
All owance fo r Credit L osses
Following is a summary of the activity in the allowance for credit losses
Commercial Commercial Real Estate Real Estate Non-owner Owner Residential
December 31 2014 Construction Commercial Occu12ied Occu12ied Real Estate Consumer Total
Allowance for loan losses
Beginning balance $ 16575 $ 2072 $ 3390 $ 1 2255 $ 3545 $ 3057 $ 40895
Provision for credit losses (1 945) 1981 5370 (3859) 193 1 228 2967
Loans charged-off (1 1 039) ( 1 717) (4247) (2632) (475) (994) (211 04)
Recoveries 2 833 _llsect 200 __sectQ __fil1_ 3 562
Total ending allowance balance $_JJA23 L2A28 $_A79j_ $ 5 955 $ 3 323 $ 26 320
Commercial Commercial Real Estate Real Estate Non-owner Owner Residential
December 31 2013 Construction Commercial Occu12ied 0CCUQied Real Estate Consumer Total
Allowance for loan losses
Beginning balance $17755 $ 4168 $ 1 3052 $ 18109 $ 3317 $ 2805 $ 59206
Provision for credit losses 6401 (724) (839) 2310 742 861 8751
Loans charged-off (7635) (1472) (1 0720) (8237) (515) (659) (29238)
Recoveries _M __jQQ ---1sectfil 74 __ 1 -2Q --2J1sect Total ending allowance balance $16 57S $2J)72 $ 3 390 $ 12 256 L351s UD57 $ 40 895
Commercial Commercial Real Estate Real Estate Non-owner Owner Residential
December 31 2012 Construction Commercial Occu12ied 0CCUQied Real Estate Consumer Total
Allowance for loan losses
Beginning balance $13016 $ 3214 $ 5275 $ 11620 $ 1975 $ 1860 $ 36960
Provision for credit losses 791 6 4614 8620 6815 3149 2270 33384
Loans charged-off (6354) (3937) (917) (401) (1841) (1362) (14812)
Recoveries ---11lZ _____fl_ 74 75 ___M ___E 3 674
Total ending allowance balance $1L155 $A1fill iil3 052 gt rn ms $ 3 3JZ $ 2 605 $ 59 206
20
STANDARD BANCSHARES INC AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (in thousands except share data)
Note 4 - Loans (Continued)
The following tables present the balance of the allowance for loan losses and the recorded investment in loans by portfolio segment and based on impairment method
December 31 201 4
Allowance for Joan losses
Ending balance individually evaluated for impainnent
Ending balance collectively evaluated for impainnent
Total ending allowance
Loans Ending balance individually evaluated
for impainnent Ending balance collectively evaluated
for impainnent
Total ending loan balances
Oecember 31 2013
Allowance for loan losses
Ending balance individually evaluated for impainnent
Ending balance collectively evaluated for impainnent
Total ending allowance
Loans Ending balance individually evaluated
for impainnent Ending balance collectively evaluated
for impainnent
Total ending Joan balances
Construction
s 5136
1 287
_$ 6 423
$ 20252
90 091
$jj0 343
Construction
$ 14662
1 913
_$ J6 szs
$ 35249
1 05 045
S140 29plusmn
Commercial
$ 601
1 827
_$ 2 428
$ 871
448470
$449 34j
Commercial
$ 461
1 6 1 1
$ 2 OZ2
$ 2294
322604
$32plusmn 888
2 1
Commercial Real Estate Non-owner Occupied
$ 1 373
3 41 8
$ 4Z9J
$ 1 5345
411 698
$427 043
Commercial Real Estate Non-owner Occupied
$ 1 865
1 525
$ 3 390
$ 1 5176
404 599
$4J9 ZZ5
Commercial Real Estate
Owner Occupied
$ 5 1 6
5 449
_$ 5 965
$ 6706
562563
$569 269
Commercial Real Estate
Owner Occupied
$ 3331
8 925
$ j2 256
$ 1 7201
533699
$550 900
Residential Real Estate
$ 1 665
1 658
$ 3 323
$ 5795
1 1 2817
$118 612
Residential Real Estate
$ 1 496
2 049
$ 3 545
$ 3799
1 1 3 544
S1H 343
Consumer Total
s 2 160 s 1 1 451
1 230 14 869
_$ 3 GO $ 76320
s 4377 $ 53346
92689 1 71 8328
_$ 97 066 $j Vj 674
Consumer Total
s 1 334 $ 23149
1 723 17 746
$ 3 057 $ 40 895
$ 3592 $ 77311
1 0 5072 1 584 563
S10B 664 S1 661 8Z4
STANDARD BANCSHARES INC AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (in thousands except share data)
Note 4 - Loans (Continued)
The following tables present loans individually evaluated for impairment by class of loans
Unpaid Allowance for Average Principal Recorded Loan Losses Recorded
December 31 2014 Balance Investment Allocated Investment
Wrth no related allowance recorded Construction $1 4349 $ 2200 $ $ 2824
Commercial 1 866 266 623
Commercial real estate non-owner occupied 12128 1 0392 1 1 282
Commercial real estate owner occupied 1 0541 3771 3617
Residential real estate 999 999 1 1 58
Consumer 2 557 ____1MQ --- -----1m Subtotal $42440 $1 91 87 _$ __
- $20780
With an allowance recorded
Construction $24344 $1 8052 $5 136 $27023
Commercial 605 605 601 1 498
Commercial real estate non-owner occupied 7149 4953 1 373 4132
Commercial real estate owner occupied 3163 2935 5 1 6 8607
Residential real estate 4796 4796 1 665 3736
Consumer _____bill_ _____bill_ ____lJ_sectQ 2 997
Subtotal $42875 $34159 $1 1 451 $47993
Construction $38693 $20252 $5136 $29847
Commercial 2471 871 601 2121
Commercial real estate non-owner occupied 1 9277 1 5345 1 373 1 5414
Commercial real estate owner occupied 1 3704 6706 5 1 6 1 2224
Residential real estate 5795 5795 1 665 4894
Consumer 5 375 4 377 ____lJ_sectQ 4 273
Total $1U51 S6JUL1
22
Interest Income
Recognized
$ 460
69
361 2 1 9
5 1
___g $ 11 92
$ 325 1 1
72
1 1 5
1 20
$ 676
$ 785
80
433
334
1 71
-----2i $1 868
STANDARD BANCSHARES INC AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (in thousands except share data)
Note 4 - Loans (Continued)
Unpaid Allowance for Average Interest
Principal Recorded Loan Losses Recorded Income December 31 201 3 Balance Investment Allocated Investment Recognized
With no related allowance recorded Construction $ 3440 $ 2790 $ $ 6783 $ 1 5
Commercial 1 761 1 761 1 828 76
Commercial real estate non-owner occupied 9051 9051 1 0068 410
Commercial real estate owner occupied 3664 341 3 1 368 84
Residential real estate 1 284 1 284 1 254 26
Consumer 1 477 ------1Jn --- ____1dQsect_ ___2Q Subtotal $20677 $1 9426 L____ $22809 LJill
With an allowance recorded
Construction $41 71 0 $32459 $1 4662 $32 188 $ 671
Commercial 533 533 461 499 6
Commercial real estate non-owner occupied 6125 6125 1 865 1 1 128 45
Commercial real estate owner occupied 20172 1 3788 3331 1451 6 318
Residential real estate 25 1 5 251 5 1 496 2170 1 01
Consumer 2 465 2 465 Subtotal $73520 $57885 $23149 $62354 llill
Construction $45150 $35249 $14662 $38971 $ 686 Commercial 2294 2294 461 2327 82
Commercial real estate non-owner occupied 1 5176 1 5176 1 865 21 1 96 455
Commercial real estate owner occupied 23836 17201 3331 15884 402
Residential real estate 3799 3799 1 496 3424 1 27
Consumer 3 942 3592 3 361 ___sectpound Total $M1_9Z $77 311 $23 149 $ll_5_1fill $1 814
23
STANDARD BANCSHARES INC AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (in thousands except share data)
Note 4 - Loans (Continued)
Unpaid Allowance for Average Interest
Principal Recorded Loan Losses Recorded Income December 31 2012 Balance I nvestment Allocated I nvestment Recognized
With no related allowance recorded Construction $ 2712 $ 1 819 $ $ 3600 $ 346
Commercial 1 763 1 410 1 931 7
Commercial real estate non-owner occupied 1 448 1 448 2451 1 5
Commercial real estate owner occupied 2238 2238 9805 60
Residential real estate
Consumer ---1Jlllli - ---1Jm --- ---
Subtotal $1 0056 $ 741 3 L___ $1 9690
With an allowance recorded Construction $43737 $ 39645 $12359 $45048 $ 455
Commercial 270 270 271 276
Commercial real estate non-owner occupied 27925 27489 1 1 777 20670 709
Commercial real estate owner occupied 4584 4584 1 782 4252 88
Residential real estate 3824 1 622 802 3842 88
Consumer 2885 ____LlQsect ______lQg Subtotal $83225 $ 7481 6 $27300 $76986 $ 1 373
Construction $46449 $41 464 $1 2359 $48648 $ 801 Commercial 2033 1 680 271 2207 7
Commercial real estate non-owner occupied 29373 28937 1 1 777 23121 724
Commercial real estate owner occupied 6822 6822 1 782 14057 148
Residential real estate 3824 1 622 802 3842 88
Consumer 4 780 1 704 ______lQg _isectQ1 ___TI Total Sfil281 $R222_9_
Interest income recognized includes interest accrued and collected on the outstanding balances of accruing impaired loans as well as interest cash collections on non-accruing loans and impaired loans for which the ultimate collectability of principal is not certain
24
STANDARD BANCSHARES INC AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (in thousands except share data)
Note 4 - Loans (Continued)
The following is an analysis of the age of the recorded investment in past due and nonaccrual Joans
December 31 2014
Construction
Commercial Commercial real estate
non-owner occupied Commercial real estate
owner occupied Residential real estate
Consumer
Total
December 31 201 3
Construction
Commercial Commercial real estate
non-owner occupied Commercial real estate
owner occupied
Residential real estate
Consumer
Total
Credit Qu ality Indicators
30-59 days
$ 398
714
122 726
1 457
30-59 days
$
1 89
41
61
907
_____sectQl_ $2 061
90 days or more past
due and 60-89 days accruing
$ 72 $
1 53
290 533
1 1 5 944 1 5
_filsect ___fil_ S2115 $_Z1fi
90 days or more past due and
60-89 days occruing
$ 672 $
66
770
395 1 9
886 248
-11sect _____sect $2 907 $_3j_Q
Total Past Current Non-accrual Due Loans Total
$20252 $20722 $ 89621 $ 1 1 0343
871 1 738 447603 449341
7291 81 1 4 41 8929 427043
26 1 2 2849 566420 569269 6424 8109 1 1 0503 1 1 861 2
4 039 6235 90 831 97 066
$41 489_ $1 723 907 $1 V1 674
Total Past Current Non-accrual Due Loans Total
$1 7361 $18033 $ 1 22261 $ 1 40294
479 734 324164 324898
6230 7041 412734 41 9775
131 08 13583 537317 550900
551 8 7559 1 09784 1 1 7343
4 1 76 5200 1 03 464 1 08 664
$52 150 $1 609 724 $1 661 874
The Company categorized its non-homogenous Joans into risk categories based on relevant information about the ability of borrowers to service the debt such as among other factor$ current financial information historical payment experience credit documentation public information and current economic trends The Company analyzes loans individually by classifying the Joan as to credit risk This analysis is done annually on a Joan by loan basis The Company uses the following definitions for classified risk ratings
Pass Loans classified as Pass are considered to be performing Joans that have adequate cash flow andor collateral based upon our underwriting process
Special Mention Loans classified as special mention have a potential weakness that deserves managements close attention If left uncorrected these potential weaknesses may result in deterioration of the repayment prospects for the Joan or of the institutions credit position at some future date
25
STANDARD BANCSHARES INC AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (in thousands except share data)
Note 4 - Loans (Continued)
Substandard Loans designated as substandard are inadeq uately protected by the current net worth and paying capacity of the obligor or the collateral pledged if any Loans have a wellshydefined weakness or weaknesses that jeopardize the liquidation of the debt They are characterized by the distinct possibility that the Bank will sustain some loss if the deficiencies are not corrected
Performing Not Rated Loans classified as Performing Not Rated are considered to be performing loans at the time of u nderwriting but historically ones in which we do not obtain updated financial information after the loans are originated These are generally consumer loans first mortgage home loans and home equity loans
Loans not meeting the criteria above are analyzed individually as part of the above described process and are considered to be unclassified loans Based on the most recent analysis perfornied the loan risk classifications are as follows
Special Performing December 31 2014 Pass Mention Substandard Not Rated Total
Construction $ 80127 $ 7719 $ 21249 $ 1 248 $ 1 1 0343
Commercial 442867 4915 1 559 449341
Commercial real estate non-owner occupied 399762 1 8880 8401 427043
Commercial real estate owner occupied 531 31 5 27295 1 0659 569269
Residential real estate 29747 1 1 9 8250 80496 1 1 8612
Consumer 8 91 0 312 5 939 81 905 97 066
Total $1 192 728 $ 59240 $ 56 057 SJ63 649 S1 ZZJ 6H
Special Performing December31 2013 Pass Mention S ubstandard Not Rated Total
Construction $ 90330 $ 9396 $ 37394 $ 3174 $ 1 40294
Commercial 309074 1 0445 4489 890 324898
Commercial real estate non-owner occupied 400738 10570 8467 419775
Commercial real estate owner occupied 502095 1 0840 37965 550900
Residential real estate 3567pound 1 09 7881 73677 1 17 343
Consumer 9 099 -----1fill 7 828 89 826 1 08664
Total SJ 47 OJ2 M32Z1 $104 021 S167 567 $1 661 871
The Bank considers the performance of the loan portfolio and its impact on the allowance for loan losses For residential and consumer loan classes the Bank evaluates credit q uality based on the payment and aging status of the loan Payment status is reviewed on a q uarterly basis with respect to determining adequacy of the allowance for Joan losses
26
STAN DARD BANCSHARES INC AND SUBSI DIARIES
NOTES TO CONSOLI DATED FI NANCIAL STATEMENTS (in thousands except share data)
Note 4 - Loans (Continued)
Tro ubled Debt Restructurings (TOR)
Loans classified as TD Rs totaled $1 8541 as of December 31 201 4 of which $1 5665 were performing and $2876 were on non-accrual loans classified as TDRs totaled $1 8095 as of December 31 201 3 of which $1 6596 were performing and $1 499 were on non-accrual
The Bank has allocated $1 797 and $ 1 3 1 4 in specific reserves to customers whose loan terms have been modified in troubled debt restructurings as of December 31 201 4 and 201 3 The Bank has committed to lend additional amounts of $45 and $26 as of December 31 201 4 and 201 3 to customers with outstanding loans that are considered to be troubled debt restructurings These loans involved the restructuring of terms to allow customers to mitigate the risk of foreclosure or default by meeting a lower loan payment requirement based upon their current cash flow These may also include loans that renewed at existing contractual rates but below market rates for comparable credit For commercial loans these m odifications typically include a lowering of the interest rate on the loan In some cases the modification will include separating the note into two notes with the first note structured to be supported by current cash flows and collateral and the second note made for the remaining unsecured debt The second note is charged off immediately and collected only after the first note is paid in full This modification type is commonly referred to as an A-B note structure For consumer mortgage loans the restructuring typically includes a lowering of the interest rate to provide payment and cash flow relief For each restructuring a comprehensive credit underwriting analysis of the borrowers financial condition and prospects of repayment under the revised terms is performed to assess whether the structure can be successful and that cash flows will be sufficient to support the restructured debt Anmiddot analysis is also performed to determine whether U1e restructured loan should be on accrual status Generally if the loan is on accrual at the time of restructure it will remain on accrual after the restructuring In some cases a nonaccrual loan may be placed on accrual at restructuring if the loans actual payment h istory demonstrates it would have cash flowed under the restructured terms After six consecutive payments under the restructured terms a nonaccrual restructured loan is reviewed for possible upgrade to accruing status
As with other impaired loans an al lowance for loan loss is estimated for each TOR based on the most likely source of repayment for each loan For impaired loans secured by real estate that are collateral dependent the allowance is computed based on the fair value of the underlying collateral For impaired loans where repayment is expected from cash flows from business operations the allowance is computed based on a discounted cash flow computation
27
STANDARD BANCSHARES INC AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (in thousands except share data)
Note 4 - Loans (Continued)
Troub led Debt Restructurings (TOR) (Continued)
The following table presents loans by c lass modified as troubled debt restructurings that occurred during the years ended December 31 2014 and 2013
Pre- Post-modification modification
Number outstanding outstanding 2014 of loans recorded recorded
investment investment Construction 1 $ 706 $ 813 Commercial real estate owner occupied 2 483 564 Residential real estate 3 1206 1 206 Consumer 5 563 563
Total 11 $2958 $3146
2013 Commercial real estate non-owner occupied 3 $14371 $ 8 670 Commercial real estate owner occupied 3 3505 3581 Commercial 2 1758 1804 Residential real estate 1 403 403
Total 9 $20037 $1 4458
The troubled debt restructurings modified in 2014 and 2013 described above increased the allowance for credft losses by $784 and $317 and did not result in any post-modification charge offs during the years ended December 31 2014 and 2013 respectively
28
STAN DARD BANCSHARES I NC AND SUBSIDIARI ES
NOTES TO CONSOLI DATED FI NANCIAL STATEMENTS (in thousands except share data)
Note 4 - Loans (Continued)
Tro uble d Debt R estructurings TOR ) (Continued)
The following table presents troubled debt restructurings by class and type of modification that occurred during the years ended December 31 2014 and 2013
AB Note Rate Restructure Reduction
2014 Construction $ $ -
Commercial real estate owner occupied 48
Residential Real Estate Consumer 218
Total $ $266
AIB Note Rate Restructure Reduction
2013 Commercial real estate non-
owner occupied $13901 $ 470 Commercial real estate
owner occupied 3073 Commercial 1758 Residential Real Estate 403
Total $13901 $5704
29
Rate Reduction
To Pay amp Advance Taxes of Funds
$ $ 706
435
$435 $ 706
Rate Reduction
To Pay amp Advance Taxes of Funds
$ $
432
$432 $
I nterest Only
Period
$
1206 345
$1551
I nterest Only
Period
$
$
Total
$706
483 1206
563 $2958
Total
$14371
3505 1758
403 $20037
STANDARD BANCSHARES I NC AND SUBSI DIARIES
NOTES TO CONSOLI DATED FINANCIAL STATEMENTS (in thousands except share data)
Note 4 - Loans (Continued)
Troubled Deb t Restru cturings (TOR) (Continued)
The following table presents loans by class modified as troubled debt restructurings for which there was a payment default within twelve months fol lowing the modification during the year ended December 3 1 2014 There were no payment defaults within twelve months following the modification during the year ended December 31 201 3
2014 Commercial
N umber of loans
1
Recorded Investment
$1 600
The troubled debt restructurings that subsequently defaulted in 2014 described above increased the allowance for credit losses by $233 during the year ended December 31 2014 In 2013 there were no troubled debt restructurings for which there was a payment default within twelve months following the modification The troubled debt restructurings resulted in $1600 of charge offs during the year ended December 31 201 4 The troubled debt restructurings did not result in any charge offs during the year ended 2013
Note 5 - Mortgage Servicing Rights
Following is a summary of the activity for mortgage servicing rights
Beginning balance Costs capitalized Accumulated amortization
Ending balance
2014 $ 2726
544 (835)
$ 2 435
2013 $ 2169
1 339 (782)
$ 2 726
2012 $ 1525
1434 (790)
$ 2 169
The aggregate fair value of mortgage servicing rights is based on fundamental analysis and the present value of expected future cash inflows In estimating fair value assumptions have been made regarding prepayment default and interest rates Mortgage servicing rights do not trade in an active market with readily observable prices The Company uses an independent third party to determine the fair value of mortgage servicing rights by estimating the fair value of the future cash flows associated with the mortgage loans being serviced Key economic assumptions used in measuring the fair value of mortgage servicing rights include but are not limited to prepayment speeds discount rates delinquencies and costs to service
A fair market estimate was completed by an independent third party in November 201 4 to determine the amount at which the asset could be exchanged in a current transaction between willing parties other than in a forced liquidation or sale Fair value was estimated based in part on the discounted future cash flows estimated to be received The evaluation used a discount rate for each pool of loan servicing rights which is intended to represent the estimated market yield and estimated cash flow for each pool of servicing rights by utilizing an assumed prepayment speed based on the characteristics of each pool No assurance can be given that the actual prepayments will conform to the prepayment speeds assumed The calculated fair value was compared to market values where possible to ascertain the reasonableness of the valuation in relation to the current market expectations
Mortgage servicing rights outstanding Estimated fair value as a percentage of loans serviced Principal value of loans serviced Estimated fair value of servicing rights outstanding
30
201 4 $ 2435
083 $394217 $ 3272
201 3 $ 2726
083 $382221 $ 3 1 72
STANDARD BANCSHARES INC AND SUBSIDIARIES
NOTES TO CONSOLI DATED FINANCIAL STATEMENTS (in thousands except share data)
Note 6 - Premises and Equipment
Major classifications of these assets are summarized as follows
Land Bank premises Furniture and equipment
Accumulated depreciation Premises and equipment - net
2014 $ 21 699
58 179 31 388
1 1 1 266 (50352)
$ 609 14
201 3 $ 2361 0
69 1 33 44467
1 3721 0 (71 428)
$ 65782
Depreciation expense amounted to $3479 $3668 and $3949 in 2014 201 3 and 2012 respectively_
The Company sold land buildings and vehicles for total proceeds of $1 824 $2 and $1 8 resulting in gross gains on sales of $49 1 $1 and $ 1 8 in the years ending December 3 1 2014 201 3 and 201 2 respectively
In December 2014 the Company signed a definitive agreement to enter into a sale-leaseback of land and buildings for two of its locations The Company designated $ 1 462 of premises as held for sale No write-down was taken at the time of transfer as the assets were anticipated to be sold at a gain In February 2015 the Company closed on a transaction a portion of the gain on sale was recognized in non-interest income The remaining gain was deferred and will be amortized into non-interest income over the lease term
Note 7 - Other Real Estate Owned
Activity in other real estate owned is summarized as followsmiddot
Beginning balance Acquired through or in lieu of foreclosure Proceeds from sales Gain (loss) on sales Write down on other real estate owned
Ending Balance
2014 $ 1 2 930
6 035 (2004)
426 ( 1 1 54)
$1 6233
2013 $1 6896
3 912 (51 35)
170 (2913)
$1 2930
201 2 $ 1 1 496
1 2 1 08 (4096)
(1 36) (2476)
$ 1 6 896
Operating expenses associated with other real estate owned net of write-downs on other real estate owned were $498 $1 96 and $976 in 2014 201 3 and 201 2 respectively
Note 8 - Intangibles
Core deposits Accumulated amortization Core deposits net
2014 2013
$ 8946 (7798)
$ 1 148
$ 8946 (7 1 05)
$ 1 841
Amortization expense amounted to $693 $789 and $885 in 2014 2013 and 20 12 respectively Core deposit intangibles are amortized over an estimated life of fifteen years
middot----- l n-201-2-the-Gompany-reGorded-a-ful l-write-down-of-$239g7-of-goodwill-as-it-was-determined-t0-be--shy
impaired_
3 1
STAN DARD BANCSHARES INC AND SUBSI DIARIES
NOTES TO CONSOLI DATED FI NANCIAL STATEMENTS (in thousands except share data)
Note 9 - Bank Owned Life Insurance
The Bank acquired life insurance policies through prior bank acquisitions and by direct purchase At December 3 1 2014 and 2013 the cash surrender value of these policies was $48470 and $47033 respectively No additional l ife insurance was purchased during 2014 or 2013
Note 10 - Deposits
Deposits at December 3 1 2014 and 2013 by major category are as follows
Demand deposits Non-interest-bearing Interest-bearing
Total demand deposits Savings deposits Time deposits Brokered deposits
Total deposits
2014
$ 612646 492 799
1 1 05445 374142 405857 1 08 1 28
$1 993 572
201 3
$ 536325 525 145
1 061 470 36341 8 427815
66 402
$1 91 9 1 05
The aggregate amount of deposits reclassified as loans (overdrafts) amounted to $2548 and $2781 at December 3 1 2014 and 201 3 respectively
Time deposits that met or exceed the FDIC insurance limit of $250 at year-end 201 4 and 2013 were $1 1 0 1 77 and $92681 respectively
At December 3 1 2014 scheduled maturities of certificates of deposit including brokered deposits are as follows
201 5 2016 2017 201 8 201 9 2020 and thereafter
$408455 65585 1 9838
9830 1 0277
$513 985
Deposits from related parties totaled $33614 and $32595 at December 31 2014 and 201 3 respectively
32
STANDARD BANCSHARES INC AND SU BSI DIARIES
NOTES TO CONSOLI DATED FINANCIAL STATEMENTS (in thousands except share data)
Note 1 1 - Advances from Federal Home Loan Bank
There were no outstanding advances with the Federal Home Loan Bank at December 3 1 201 3 The indebtedness to the Federal Home Loan Bank at December 3 1 2014 was $1 5000 consisting of the following fixed rate advances
Due Date
June 27 201 6 June 27 201 6
Total advances
I nterest Rate
057 057
2014
$1 3000 2 000
$1 5 000
Al l advances and letters of credit from the Federal Home Loan Bank (FHLB) were secured by a g eneral lien on qualifying commercial real estate residential mortgages and home equity loans of the Bank Each advance is payable at its maturity date with a prepayment penalty for fixed rate advances Letters of credit outstanding from the FHLB totaled $3872 and $41 946 at year-end 2014 and 201 3 respectively The advances and letters of credit were collateralized by $679990 of commercial real estate and mortgage loans in 2014 and $203845 of mortgage loans under a blanket lien arrangement at year-end 2013 Based on this collateral and the Companys holdings of FHLB stock the Company was eligible to borrow up to a total of $26951 3 at year-end 2014
Note 1 2 - Other I ncome
Other income consists of the following
Gain (loss) on sale of other real estate owned Gain on sale of premises and equipment Debit cardATM fees Trust feesBrokerage Fees Loan fees and commissions Cash management Bank Owned Life Insurance income Miscellaneous income
Total other income
33
2014
$ 426 491
28 1 8 2533
658 2641 1 437
921
lll 1 925
201 3 201 2
$ 1 70 $ ( 1 36) 1 1 8
2935 2829 2364 1 927
680 932 2286 2020 1 437 1 469 1 267 886
ll1 1 1 40 ll 9 945
STANDARD BANCSHARES INC AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (in thousands except share data)
Note 1 3 - Employee Benefit Plans
Profit Sharing
The Companys bank subsidiary maintains a defined contribution 401 (k) Plan Under terms of the Plan employees meeting age and service requirements may elect to have their compensation reduced and have that amount contributed to the Plan as a salary deferral contribution The Bank at its discretion may make a matching contribution to the Plan equal to a u niform percentage of the salary deferral contributions Apart from any matching contribution the Bank may also make a separate discretionary contribution to the Plan The final liability for matching contributions if any is determined after yearshyend requiring the Bank to estimate its discretionary contribution expense at year end Contribution expense recorded by the Bank amounted to approximately $ 1 1 79 $1 254 and $ 1 685 for 2014 201 3 and 201 2 respectively
Non-Qualified Plan
The Bank maintains a non-qualified deferred compensation plan for a select group of management and employees as determined by the Board of Directors Annual awards if any are based o n preshyestablished performance criteria which are communicated to eligible employees Benefits under the Plan vest after a five year period The liability under the Plan was $403 and $503 as of December 3 1 2014 and 201 3 respectively There was n o expense recorded in 2014 2013 o r 2012
Non qualified Sto ck Option Plan
Pursuant to the Capital Raise Investment Agreements on February 1 2 20 1 3 the Board of Directors of the Company adopted the Standard Bancshares Inc Stock Option Incentive Plan to be effective immediately after the Closing of the capital raise (please refer to Note 21 ) Pursuant to the Stock Option Incentive Plan the Compensation Committee of the Board of Directors of the Company is authorized to grant Incentive Stock Option awards Nonqualified Stock Option awards or a combination thereof to certain officers directors consultants or employees of the Company or any of its Subsidiaries or Affiliates aggregating up to 5402524 shares of the Companys common stock
The option price per share of stock purchasable under a stock option shall not be less than 1 00 of the fair market value of the common stock on the day of the grant Stock option vesting is based o n two components 1 ) a time vested option that vests over four years one fourth on each of the first four anniversaries from the option grant date and 2) a performance vested option that vests if there is an exit event resulting in the investor actually realizing an internal rate of return (RR) greater than or equal to 1 2 based on their original investment of $465 per share on February 22 201 3 Vesting is subject to acceleration in certain circumstances The options will expire if not exercised within 1 0 years of the
middot
date of grant and under certain other (employment) circumstances
The fair value of options granted was estimated on the date of grant using the Black Scholes optionsshypricing model using the assumptions noted in the table and commentary below The risk free rate of return is based on the constant maturity yield of a US Treasury note with a fixed rate term of 1 0 years at date of grant The volatility rate is derived from historical index values of publicly-traded commercial banks with assets between $1 and $5 billion Index values of comparably sized companies were used as a proxy because the Companys common stock is not exchange-listed and there is not an active trading market for the common stock The dividend yield assumption is based o n the Companys expected dividend payouts
34
STANDARD BANCSHARES INC AND SUBSIDIARI ES
NOTES TO CONSOLIDATED FI NANCIAL STATEMENTS (in thousands except share data)
Note 1 3 - Employee Benefit Plans (Continued)
Risk free rate of return
2014 20 1 3
275 1 97 Time remaining until expiration of the options Volatility rate
1 O years 1 0 years 1 392 1 587
Dividend yield 000 000
A summary of the activity in the non-qualified stock option plan for 2014 follows Weighted Average
Weighted Remaining Average Contractual
Number of Exercise Term Time Vested Stock Options Shares Price (in years)
2014 Outstanding at beginning of year 1 46651 5 $ 465 915
Granted 1 1 701 95 515 916 Exercised
Expired
Forfeited (23545) 494 870
Outstanding at end of year 2613 165 $ 487 860
Exercisable at end of year 366629 $ 465 815
2013 Outstanding at beginning of year $ Granted 1 466515 465 9 15 Exercised
Expired
Forfeited
Outstanding at end of year 1 465515 $ 465 9 15
Exercisable a t end o f year $
Aggregate Intrinsic Value
$ 1 1 1 8
$ 238
$ 733
$
The weighted average fair value of time vested options granted during 201 4 and 201 3 was $1 21 and $1 3 2 per option respectively
35
STANDARD BANCSHARES INC AND SUBSIDIARI ES
NOTES TO CONSOLIDATED FI NANCIAL STATEMENTS (in thousands except share data)
Note 1 3 - Employee Benefit Plans (Continued)
Performance Vested Stock Options 2014 Outstanding at beginning of year
Granted
Exercised
Expired
Forfeited
Outstanding at end of year
Exercisable at end of year
2013 Outstanding at beginning of year
Granted
Exercised
Expired
Forfeited
Outstanding at end of year
Exercisable at end of year
1 466515
1 170195
(26909)
2609801
1 465515
1 465515
$ 465
515
490
$ 487
$
$ 465
$ 465
$
91 5
91 6
864
860
g_1 5
91 5
$ 1 1 1 8
$
$ 733
$
The weighted average fair value of performance vested options granted during 201 4 and 201 3 was $040 for each year
Time Ve ste d O ption s
The Company recognized $782 and $44 I of stock-based compensation expense related to the granting of time vested stock options for the years ended December 20 14 and 2013 respectively There were no time vested options granted in 2012
As of December 3 1 201 4 there was $2 1 30 of total unrecognized compensation cost related to nonshyvestediime vested options granted underthe Plan The unrecognized cost is expected to be recognized over a weighted-average period of 26 years
Performan ce Veste d O ption s
The value of the performance vested options is a function of 1 ) the likelihood of a n Exit Event and 2) the likelihood of that Exit Event achieving the 1 2 IRR threshold These weighted average probabilities are then m ultiplied by the full value of a time vested option to derive the value of the performance options
The valuation methodology for the performance vested options involved ihree separate analysis
I Sale of control analysis 2 Initial public offering analysis 3 Remain private analysis
There was no expense recorded in 201 4 and 201 3 related to the performance vested options
There were no performance vested options granted in 201 2
36
STANDARD BANCSHARES INC AND SUBSIDIARI ES
N OTES TO CONSOLI DATED FI NANCIAL STATEMENTS (in thousands except share data)
Note 1 3 - Employee Benefit Plans (Continued)
As of December 3 1 2014 there was $1 059 of total unrecognized compensation cost related to nonshyvested performance vested options granted under the Plan The cost is expected to be recognized when it is determined that it is probable that a qualifying Exit Event will occur
Note 1 4 - Commitments
Operating Leases
The Bank leases property at various branch locations unde r terms that are considered to be an operating lease The leases expire in various years through 2020 Office rent expense was $728 $875 and $919 for 2014 2013 and 2012 respectively
Other Co mmitments
The Bank has a contract with a computer seNice company that expires in 201 6 Data processing expense was $2729 $2746 and $2424 for 201 4 201 3 and 2012 respectively
Annual future minimum payments for these agreements are as follows
Note 1 5 - Income Taxes
Year ending December 31 201 5 201 6 2017 20 1 8 201 9 2020 and thereafter
$3037 2884
394 203 1 26
1 6 $6 660
The components of the provision (benefit) for income taxes are as follows
Current Deferred Total Tax Expense (Benefit)
2014 $ 3494
7 1 62 $ 1 0656
201 3 $ 2373
3425 $ 5798
2012 $ 1 306
(6928) $ (5622)
The effective tax rate differs from the federal statutory rate primarily due to the following
Tax at statutory federal income tax rate Tax exempt interest income State income taxes net of federal benefit BOLi income Meals and entertainment Non-deductible expenses Goodwill impairment
201 4
$8483 (133) 1 5 1 6 (486)
77 76
Stock settled rights expense 639
201 3 $ 4750
(82) 766
(486) 84
1 02
2012 $(1 2371 )
(1 08) (866) (500)
79 80
8 1 55
O th enet--=====48=====664=--====(-l --
$1 0656 $ 5798 $ (5622)
37
STANDARD BANCSHARES INC AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (in thousands except share data)
Note 1 5 - Income Taxes (Continued)
The net deferred tax asset included at December 31 2014 and 2013 consists of the following
2014 201 3 Gross deferred tax assets
Allowance for loan losses $19212 $23305 Other real estate owned 2866 49 1 6 Non-accrual loan interest 4064 3 991 State net operating loss 1 835 2358 Accrued compensation 1 938 1 471 Depreciation 1 387 1 412 FNMA amp FHLMC preferred stock 1 270 1 270 Other assets 271 434
Total gross deferred tax assets $32843 $39 157
Gross deferred tax liabilities Purchase accounting adjustments $ 1 069 $ 1 282 Mortgage servicing rights 946 1 060 Unrealized gainloss on AFS securities 1 1 9 692 Other liabilities 1 306 1 31
Total gross deferred tax liabilities $ 3440 $ 3 165
Net deferred tax asset $29403 $35992
At December 31 2014 the Company has $33929 of Illinois net operating loss carryforwards expiring in 2025 and $2330 Indiana net operating Joss expiring in 2025 and 2026 which will be available to reduce future taxable income
The Company does not expect the total amount of unrecognized tax benefrts to significantly change in the next twelve months The Company recognized no interest andor penalties related to tax matters in tax expense
The Company and its subsidiaries are subject to US federal income tax as well as income tax of the state of Illinois and Indiana The Company is no longer subject to examination by taxing authorities for years before 201 0
3 8
STAN DARD BANCSHARES INC AND SUBSIDIARIES
NOTES TO CONSOLI DATED FI NANCIAL STATEMENTS (in thousands except share data)
Note 1 6 - Contingent Liabilities and Commitments
The Company does not reflect in its financial statements various commitments and contingent liabilities which arise in the normal course of business and which involve elements of credit risk interest rate risk and liquidity risk These commitments and contingent liabilities are commitments to extend credit commercial letters of credit and standby letters of credit A summary of the Banks commitments and contingent liabilities at December 31 is as follows
Commitments to extend credit under Unused commercial and other lines of credit Unused equity lines of credit Standby letters of credit
2014 201 3
$262907 46 125 42041
$234893 52905 40284
Commitments to extend credit commercial letters of credit and standby letters of credit a l l include exposure to some credit loss in the event of nonperformance of the customer The Banks credit policies and procedures for credit commitments and financial guarantees are the same as those for extension of credit that are recorded on the consolidated balance sheet Because these instruments have fixed maturity dates and because many of them expire without being drawn upon they do not generally present any significant liquidity risk to the Bank The Bank has not incurred any significant losses on its commitments in either 2014 201 3 or 2012
The Bank is party to litigation and claims arising in the normal course of business Management after consultation with legal counsel believes that the liabilities if any arising from such litigation and claims will not be material to the Companys consolidated financial position
Note 1 7 - Derivatives
D erivative contracts entered into by the Company are limited to those that are treated as non-designated derivative instruments The Company provides customers with interest rate swap transactions and offsets the transactions with interest rate swap transactions with inter-bank dealer counterparties as a means of offering risk management solutions to customers As ofDecember 3 1 2014 there were $6006 outstanding in notional values of swaps where the Company pays a variable rate of interest and the customer pays a fixed rate of interest This position is offset with counterparty contracts where the Company pays a fixed rate of interest and receives a floating rate of interest The estimated fair value of interest rate swaps was recorded as an asset of $207 and as a liability of $214 as of December 31 2014 Swaps with customers and inter-bank dealer counterparties are carried at fair value with adjustments recorded in other income The net effect of fai r value adjustments running through the income statement was immaterial during the year ended December 31 2014 There were no interest rate swap derivatives as of December 3 1 2013
3 9
STANDARD BANCSHARES I NC AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (in thousands except share data)
Note 1 8 - Financial I nstruments Fair Value Disclosure
The fair value measurement accounting Hterature establishes a fair value hierarchy which requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value The standard describes three levels of inputs that may be used to measure fair value
1 Level 1 - Unadjusted quoted mariltet prices in active markets that are accessible at the measurement date for identical unrestricted assets
2 Level 2 - Significant other observable inputs other than Level 1 prices such as quoted market prices for similar assets and liabilities quoted prices in markets that are not active or other inputs that a re observable or can be corroborated by observable market data
3 Level 3 - Signlficant unobservable inputs that reflect a reporting entitys own assumptions about the assumptions that mariltet participants would use in pricing an asset o r liability
A financial instruments level within the fair value hierarchy is based on the lowest level of input that is significant to the fair value measurement
Fair values of assets measured on a recurring basis at December 3 1 2014 and 2013 are as follows
De ce mbe r31 2014 Financial Assets
Securities available-for-sale US government sponsored entities and agencies Mortgage-backed securities - residential Equity securities
Total securities available-for-sale
Derivatives
Financial Liabilities
Derivatives
De ce mbe r 31 2013 Financial Assets Securities available-for-sale
US government sponsored entities and agencies Mortgage-backed secu rities - residential Equity securities
Total securities available-for-sale
Fair Value
$1 46307 3668 4 41 9
$1 54 394
$ 207
$ 214
$ 1 24431 1 2203
2 954 $ 1 39 588
Fair Value Measurements Usin1 Quoted Significant P rices Other
in Active Observable Markets Inputs (Level 1 ) (Level 2)
$
392 $ 392
$ -
$ -
$
$1 46307 3668 4 027
$1 54 002
$ 207
$ 2 1 4
$ 1 24431 12203 1 984
$1 38 61 8
Significant Unobservable
Inputs (Level 3)
$
$
$
$
$
$
As of December 31 2014 and 2013 there were no transfers between levels
40
STANDARD BANCSHARES I NC AND SUBSI DIARIES
NOTES TO CONSOLI DATED FI NANCIAL STATEMENTS (in thousands except share data)
Note 1 8 - Financial I nstruments Fair Value Disclosure (Continued)
The fair values of marketable equity securities available-for-sale are generally determined by quoted market prices in active markets for each specific security (Level 1 measurement inputs) If Level 1 measurement inputs are not available for a marketable equity security the fair value is determined by the quoted market price of a similar security traded in an active market (Level 2 measurement inputs)
The fair values of debt securities available-for-sale are generally determined by matrix pricing which is a mathematical technique widely used in the industry to value debt securities without relying exclusively on quoted market prices for the specific securities b ut rather by relying on the securities relationship to other benchmark quoted securities (Level 2 measurement inputs)
Derivative s
The fair value of derivatives are based o n valuation models using observable market data a s of the measurement date (Level 2) Our derivatives are traded in an over-the-counter market where quoted market prices are not always available Therefore the fair values of derivatives are detenmined using quantitative models that utilized multiple market inputs The inputs will vary based on type of derivative but could include interest rates prices and indices to generate continuous yield or pricing curves prepayment rates and volatility factors to value the position The majority of market inputs are actively quoted and can be validated through external sources including brokers market transactions and thirdshyparty pricing services
Fair values of assets measured on a nonrecurring basis are as follows
Oe ce mbe r31 2014 Other real estate owned net Impaired loans Loans held for sale Mortgage servicing rights
De ce mbe r 31 2013 Other real estate owned net Impaired loans Loans held for sale Mortgage servicing rights
Fair Value
$ 1 6233 41 895
8274 2435
$12 930 54 1 62
5408 2726
Fair Value Measurements Using Quoted Significant Prices Other
in Active Observable Markets Inputs (Level 1 ) (Level 2)
$ $
8274
$ - $
5408
Significant Unobservable
Inputs (Level 3)
$ 1 6233 41 895
2435
$1 2930 541 62
2726
Other real estate owned are initially recorded at fair value less costs to sell when acquired and are subsequently measured at the lower of cost or fair value less estimated costs to sell Fair values are based on third party appraisals of the property or internal valuations on smaller properties using comparable market data and various external resources resulting in a level 3 classification When the carrying value exceeds the fair value less costs to sell an impairment loss is recognized
The fair value of impaired loans secured by real estate with specific allocations of the allowance for loan --------- 1osses-is-generally-based-on--recent-real-estate-appraisals-or-internal-valuations-on-smaller-prnperties--shy
using comparable market data and various external resources These appraisals may utilize a single
41
STANDARD BANCSHARES INC AND SUBSI DIARIES
NOTES TO CONSOLI DATED FI NANCIAL STATEMENTS (in thousands except share data)
Note 1 8 - Financial Instruments Fair Value Disclosure (Continued)
valuation approach or a combination of approaches including comparable sales and the income approach resulting in a level 3 classification
Loans held for sale are carried at the lower of cost or fair value which is evaluated on a pool-level basis The fair value of loans held for sale is determined using quoted prices for similar assets adjusted for specific attributes of that loan or other observable market data such as outstanding commitments from third party investors resulting in a level 2 classification
The Company records its mortgage servicing rights at fair value and includes them in other assets in the Consolidated Balance Sheets Mortgage servicing rights do not trade in an active market with readily observable prices Fair value is based on market process for comparable mortgage servicing contracts when available or alternatively is based on a valuation model that calculates the present value of estimated future net servicing income Key economic assumptions used in measuring fair value of mortgage servicing rights at December 31 2014 included prepayment speeds maturities and discount rates While market based data is used to determine the assumptions the Company incorporates its own estimates of the assumptions market participants would use in determining the fair value of mortgage servicing rights which results in a level 3 classification
De cembe r 31 2014 Assets Cash and cash equivalents Securities held-to-maturity Securities available-for-sale Loans - net Loans held for sale Federal Home Loan Bank stock at cost Accrued interest receivable Derivatives
Liabilities
Deposits Federal Home Loan Bank advances Accrued interest payable Derivatives
De ce mbe r 31 2013 Assets
Cash and cash equivalents Securities held-to-maturity Securities available-for-sale Loans - net Loans held for sale Federal Home Loan Bank stock at cost Accrued interest receivable
Liabi lities Deposits Accrued interest payable
42
Carrying Value
$ 1 99476 3888
1 54394 1 744331
8274 3247 59 1 9
207
$ 1 993572 1 5000
265 214
$ 234 1 83 1 762
1 39588 1 61 9995
5408 3 143 5 576
$1 91 9 1 05 286
Fair Value
$ 1 99476 3 564
1 54394 1 798279
8274 3247 591 9
207
$1 992796 1 4984
265 214
$ 234 1 83 1 41 5
1 39588 1 679668
5408 3 143 5576
$ 1 920335 286
STANDARD BANCSHARES I NC AND SUBSI DIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (in thousands except share data)
Note 1 8 - Financial I nstruments Fair Value Disclosure (Continued)
In estimating the fair value of certain assets and liabilities not previously presented the following assumptions were made
Cash and Cash Equivalents
The carrying amounts of cash and equivalents reported in the balance sheet approximate fair value
Securities
Estimated fair values of securities are based on one of three models 1 ) quoted market prices where available 2) quoted market prices for similar instruments if quoted market p rices are not available 3) unobservable data that represents the Banks assumptions about items that market participants would consider in determining the fair value where no market data is available
L oans
Fair values of loans excluding loans held for sale are estimated as follows For variable rate loans that re-price frequently and with no significant change in credit risk fair values are based on carrying values Fair values for other loans are estimated using discounted cash flow analyses using interest rates currently being offered for loans with similar terms to borrowers of similar credit quality to calculate the present value of future contractual principal and interest cash flows and discounting them back to the present using a discount rate Impaired loans are valued at the lower of cost or fair value as described previously The methods utilized to estimate the fair value of loans do not necessarily represent an exit price
The fair value of loans held for sale is estimated based upon binding contracts and quotes from third party investors
Federal Home Loan Bank (FHLB) Stock
The carrying amounts reported in the balance sheet approximate fair value
Accrued Interest Receivable I Payable
The carrying amounts reported in the balance sheet approximate fair value
Deposits
The fair values disclosed for demand deposits (eg interest and non-interest checking passbook savings and certain types of money market accounts) are by definition equal to the amount payable on demand at the reporting date (ie their carrying amount) The carrying amounts of variable rate fixed-term money market accounts and certificates of deposit approximate their fair values at the reporting Fair values for fixed rate certificates of deposit are estimated using a discounted cash flows calculation that applies interest rates currently being offered on certificates to a schedule of aggregated expected monthly maturities on time deposits
Federal Home Loan Bank Advances
The fair value of Federal Home Loan Bank advances is estimated using discounted cash flow analyses --------based-on-the-currentborrowing-rate-of-similartypes-of-advances
43
STANDARD BANCSHARES I NC AND SUBSIDIARI ES
NOTES TO CONSOLI DATED FINANCIAL STATEMENTS (in thousands except share data)
Note 1 8 - Financial I nstruments Fair Value Disclosure (Continued)
Off-balance sh eet in strum ents
Fair asset andor liability value of off-balance sheet financial instruments as described in Note 1 6 may be estimated by applying fees currently charged for comparable commitments Based upon the qual ity of these commitments and their demand in the financial market it has been assumed that there is no material difference in the estimated fair value
Note 1 9 - TARP Capital Purchase Program
On April 24 2009 the Company entered into a Letter Agreement with the United States Department of Treasury (the Treasury) pursuant to which the Company sold to the Treasury 6000 shares of the Companys Fixed Rate Cumulative Perpetual P referred Stock Series A for $60 million and a warrant to acquire $3 million of Fixed Rate Cumulative Perpetual P referred Stock Series B for a nominal exercise price Immediately upon consummation of the closing the Treasury exercised the warrant and acquired the Series B Preferred Stock The Preferred Stock Series A qualified as Tier 1 capital and paid cumulative dividends q uarterly at a rate of 5 per annum The P referred Stock Series B qualified as Tier 1 capital and paid cumulative dividends quarterly at a rate of 9 per annum The difference between the initial carrying value that was allocated to the Series B Preferred Stock and its redemption value of $3 million will be charged to retained earnings (with a corresponding increase in the carrying value of the Series B Preferred Stock) over the first five years of the contract as an adjustment to the dividend yield using the level yield method During 201 1 the Company elected to suspend dividend payments For the year ended December 31 2012 total dividends of $3462 had been declared but not paid On February 22 201 3 1 3548387 of common shares were issued to the US Treasury in exchange for the $60 million and $3 million of Fixed Rate Cumulative Preferred Stock Series A and Series B respectively The Treasury subsequently sold those shares to institutional investors at $465 per share In addition the Company paid $6 million of dividends to the Treasury which included 1 00 of past due dividends and dividends due through February 22 2013
Note 20 - Regulatory Matters
The Companys primary source of cash is dividends received from its subsidiary bank The subsidiary bank is subject to certain restrictions on the amount of dividends that it may declare without prior regulatory approva L In addition the dividends declared cannot be in excess of the amount which would cause the subsidiary bank to fall below the minimum required for capital adequacy purposes
Banks and bank holding companies are subject to regulatory capital requirements administered by federal banking agencies Capital adequacy guidelines and additionally for banks prompt corrective action regulations involve quantitative measures of assets liabilities and certain off-balance-sheet items calculated under reg ulatory accounting practices Capital amounts and classifications are also subject to qualitative judgments by regulators Failure to meet capital requirements can initiate regulatory action Management believes as of December 3 1 2014 the Company and Bank meet al l capital adequacy requirements to which they are subject
Prompt corrective action regulations provide five classifications well capitalized adequately capitalized undercapitalized significantly u ndercapitalized and critically undercapitaized although these terms are not used to represent overall financial condition If adequately capitalized regu latory approval is required to accept brokered deposits If undercapitalized capital distributions are limited as is asset growth and expansion and capital restoration p lans are required At year-end 201 4 and 2013 the most recent reg ulatory notifications categorized the Bank as well capitalized under the regulatory framework for prompt corrective action There are no conditions or events since that notification that management believes have changed the institutions category
44
STAN DARD BANCSHARES I NC AND SUBSI DIARI ES
NOTES TO CONSOLIDATED FI NANCIAL STATEMENTS (in thousands except share data)
Note 20 - Regulatory Matters (Continued)
The Banks actual and required capital amounts and ratios are as follows
To Be Well Capitalized U nder
For Capital Prompt Corrective Actual Adeguac[ Puqoses Action Provisions
Amount Ratio Amount Ratio Amount Ratio As of December 31 2014 Total Capital
(to risk-based assets) Company $271 785 143 $ 152226 80 NA NA Bank 269993 1 42 1 52229 80 $1 90286 1 00
Tier I Capital (to risk-based assets) Company 247887 1 30 76 1 1 3 40 NA NA Bank 246093 129 761 14 40 1 14 171 60
Tier I Capital (to average assets) Company 247887 1 08 92 1 26 240 NA NA Bank 246 093 1 07 92 1 09 240 1 1 5 1 36 2 5 0
As of December 31 2013 Total Capital
(to risk-based assets) Company $246213 1 38 $142344 280 NA NA Bank 244607 1 38 1 42 170 280 $ 1 77713 2100
Tier I Capital (to risk-based assets) Company 223444 126 71 1 72 240 NA NIA Bank 221 838 1 25 71 085 240 1 06628 2 60
Tier I Capital (to average assets) Company 223444 1 03 86430 240 NIA NA Bank 221 838 1 03 86450 240 1 08 063 2 50
45
STANDARD BANCSHARES INC AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (in thousands except share data)
Note 21 - Capital Management
The overall objectives of the Companys capital management are to have the availability of sufficient capital to support loan deposit and other asset and liability g rowth and to maintain capital to absorb unforeseen losses or write-downs that are inherent in the business risk associated within the banking industry The Company seeks to balance the need for higher capital levels to address growth and unforeseen risks and the goal to achieve an adequate return on capital invested
In July 201 3 the federal banking agencies issued a final rule revising the regulatory capital rules applicable to most national banks and federal savings associations as well as their holding companies generally beginning on January 1 201 5 The rule implements the Basel Committees December 201 O framework known as Basel I l l for strengthening the international capital standards as wel l as certain p rovisions of the Dodd-Frank Act The final ru le implements a revised definition of regu latory capita l a new common equity Tier 1 minimum capital requirement of 450 and a higher minimum Tier 1 capital requirement of 600 (which is an increase from 400) Under the final rule the total capital ratio remains at 800 and the minimum leverage ratio is 400
Additionally under the final rule in order to avoid l imitations on capital distributions including dividend payments and certain discretionary bonus payments to executive officers a banking organization must hold a 25 capital conservation buffer composed of common equity Tier 1 capital above its minimum risk-based capital requirements The b uffer is measured relative to risk-weighted assets The final rule also enhances risk sensitivity and addresses weaknesses identified by the regulators over recent years with the measure of risk-weighted assets
The new minimum capital requirements will b e effective for the Company on January 1 201 5 whereas the capital conservation buffer and the deductions from common equity Tier 1 capital phase in over time beginning on January 1 201 6
Capital Raise
On February 22 201 3 Standard Bancshares Inc completed its recapitalization by issuing 29864795 shares of common stock at $465 per share for gross proceeds of $ 1 389 million 1 3 548387 of the common shares were issued to the US Treasury (the Treasury) in exchange for the $63 million of Fixed Rate Cumulative Preferred Shares Series A and B The Treasury subsequently sold those shares to I nstitutional Investors at $465 per share An additional 16 316408 of common shares were issued to Institutional Investors and private investors Of the aggregate 29864795 common shares issued 1 9430750 are voting shares and 1 0434045 are mm-voting shares
In conjunction with the recapitalization the Articles of Incorporation of the Company were amended to authorize 20000000 shares of preferred stock at $001 par value No preferred stock has been issued as of December 31 2014
Sto ck Settled Rights (SSRs)
On February 22 201 3 in connection with the recapitalization of the Company the Board of Directors distributed as a dividend in kind 7293407 Stock Settled Rights (SSRs) to the holders of the Common Stock as of the Record Date (November 5 2012) The number of SSRs issued is equal to the product of (i) 03888 and (ii) 18757921 the number Common Shares outstanding as of the Record Date The estimated fair value of the SSRs completed by an independent third party as of September 30 2014 and February 22 201 3 was determined to be approximately $026 per SSR or $1 880 and approximately $021 per SSR or $1 532 respectively Expense recorded related to the SSRs was $1 880 in 2014 No expense was recorded in 201 3
46
STANDARD BANCSHARES INC AND SUBSI DIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (in thousands except share data)
Note 21 - Capital Management (Continued)
Stock Settled Rights (SSRs) (Continued)
The SSRs are structured as common stock dividends to be paid to certain common shareholders of the Company under specific conditions The amount of common stock to be distributed is determined by a formula that considers among other things the value of the outstanding common stock at the Settlement Date Settlement Date is defined as the earlier of (i) the date a liquidity event (an I POrecapitalization or a sale of control) occurs during the term of the SSRs and (ii) the SSR Expiration Date (February 22 201 8) The SSRs will be exercised based on the value of the common shares at that time subject to the Settlement Rate formula
The Accretion Rate is a component of the Settlement Rate It is either an middotannual rate of 80 or 120 with the value determined by the cum ulative economic losses that occur in the loan portfolio from June 30 201 1 to the time the SSRs are settled
On the Settlement Date the Company shall determine the number of shares of Common Stock issuable upon the settlement of an SSR The Settlement Rate shall be calculated based on a formula that considers among other factors the value per share of the common stock on a fully diluted basis reduced by the accretion rate with that number divided by the value per share of common stock on a fully diluted basis
If the Settlement Rate is greater than zero the Company shall issue and deliver to each of the SSR Holders a number of shares of Common Stock equal to the product of (i) the Settlement Rate multiplied by (ii) the number of SSRs held by such H older as reflected in the SSR register as of the close of business on the last Business Day prior to such Settlement Date
In connection with the occurrence of a Liquidity Event on or prior to the Expiration Date the Board of Directors may at its option and in its sole discretion order the redemption and the Company may redeem the SSRs in whole or in part at the redemption price per SSR based on a formula that considers the price per share of Common Stock at which the Company is valued on a fully diluted basis in connection with such Liquidity Event as determined in good faith by the Independent Committee plus a l l cash dividends paid oil the common stock from the date of issuance of the SSRs less $465 accreting on a daily basis at the Accretion Rate
The Company hired an independent third party firm to value the SSRs The following variables were taken into consideration when deriving a value for the SS Rs
1 ) The probability of a liquidity event (sale of control or PO) during the term of the SS Rs 2) The Accretion Rate assigned to the Settlement Rate of the SSRs 3) The estimated value of the Companys common stock at the earlier of a) a liquidity event or b)
the SSR Expiration Date (February 22 201 8) 4) The type of liquidity event that might occur 5) Future value parameters including a) tangible common book value b) earnings and c) market
conditions
The valuation of the common shares at the Settlement Date will depend on the Companys financial condition and the market pricing of financial institution stock both on a stand-alone basis and on a sale of control basis at that time
47
STANDARD BANCSHARES I NC AND SUBSIDIARI ES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (in thousands except share data)
Note 22 - Condensed Financial Statements
The Company was incorporated in I l linois on February 23 1 982 The Company accounts for its investment in subsidiaries under the equity method Under this method the investment is recorded at cost adjusted for the subsidiaries undistributed net income (loss) Presented below are the condensed financial statements of Standard Bancshares I nc (Parent Company Only)
Assets Cash Investment in subsidiaries Other assets
Total assets
CONDENSED BALANCE SH EETS DECEMBER 31 2014 AND 2013
Liabilities and shareholders equity Other liabilities Total stockholders equity
Total liabilities amp stockholders equity
2014 $ 4 163
264242 328
$268733
$ 2685 266048
$268733
CON DENSED STATEMENTS O F I N COME YEARS ENDED D ECEMBER 31 201 4 201 3 AND 201 2
2014 I ncome
Other income $
Expenses 2909 Loss before income taxes and equity in undistributed
earnings of subsidiaries (2909) Income tax benefit 88
Loss before equity in undistributed earnings of subsidiaries (2821)
Equity in undistributed earnings (loss) of subsidiaries 1 7 1 1 5
Net income (loss) 1 4294 Preferred dividends and discount accretion on preferred shares
Net income (loss) applicable to common shareholders $1 4294
48
201 3 $ 2 1 95
248 090 1 944
$252229
$ 322 251 907
$252229
201 3 201 2
$ $ 1
1 747 8539
(1 747) (8538) 291 1 0 1 7
(1 456) (7521) 9 629 (23241) 8 173 (30762) 1 1 24 4090
$ 7049 $(34852)
STAN DARD BANCSHARES INC AND SUBSIDIARIES
NOTES TO CONSOLIDATED FI NANCIAL STATEMENTS (in thousands except share data)
Note 22 - Condensed Financial Statements (Continued)
CONDENSE D STATEMENTS OF CASH FLOWS YEARS ENDED DECEMBER 31 2014 201 3 AND 201 2
Cash flows from operating activities Net income (loss)
Adjustments Equity in undistributed net (income) loss of subsidiaries Amortization Stock based compensation expense ( Increase) decrease in other assets Increase (decrease) in other liabilities
Net cash provided by (used in) operating activities Cash flows from financing activities
Issuance of common stock net of issuance costs Capital contribution to Standard Bank Repayment of note payable Cash Dividends
N et cash provided by financing activities
Net increase (decrease) in cash
Cash - beginning of year
Cash - end of year middot
Supplemental schedule of non-cash financing activities Change in par value on common stock Exchange of preferred stock to common stock
49
2014
$ 1 4294
( 17 1 1 5) 28
782 1 616 2363 1 968
1 968
2 1 95
$ 4 163
$ $
201 3
$ 8 1 73
(9629) 29
441 1 872
(4273) (3387)
68598 (41 500) ( 16 1 00)
(6026) 4972
1 585
6 1 0
$ 2 1 95
$ 4277 $63000
201 2
$(30762)
23241 6 1 67
( 1908) 2 043
( 1 2 1 9)
( 1 2 1 9)
1 829
$ 6 1 0
$ $
FORM FR Y-6
STANDARD BANCSHARES INC
Hickory Hills Illinois Year Ending Dccember31 2014
REPORT ITEM
1 The BHC Is not registered with the SEC Coples of the Annual Report Nil be sent undersepirate cover when completed
2a Organization Chart fo Standard BallCShares Inc
I THE BOULEVARD INC
SL John Indiana 100
JnCQrporated in Indiana
2b Branch Verification
STANDARD BANCSHARES INC Hickory Hills Illinois Jncorporateltl In Illinois
STANDARD BANKAND TRUST COMPANY Hickory Hills llllnois
Incorporated In lllnols 100
I STANDARD REDEVELOPMENT INC
Hickory Hills Illinois 100
Incorporated in Illinois
(Not subject to Y-10 reporting ) Code 91 CE - Liquidation Of debts previously contracted
The branch and lax-kl flStings were emailed to branch revieW on 223115
3 (1) As ofyear-end
Name and Address
Trident SBI Holdings lP Greeffilidl CT
Robert E Gallagher Sr Trust John D Gallagher Trustee Palos Heights IL
The Gallagher Standard Bancshares TR Timolhy J GaJagheuror Trustee Hickory Hitls IL
Pantheon Standard LP San Francisco CA
CohesVe Capital Parners LP New York NY W Capital Partners II LP NewYork NY
Couritrlt of Citizenship or lncorooratlon Number and Percentage Of Voting Serurtties
USA 5662194- 1483
USA 5516086 - 1444
USA 4382666 - 1 t47
USA 3762128-985
USA 2 150537 - S63
USA 2 150537 - 563
Note llle shares in the Robert E Gallagher Sr Tr are voted on by John D Gallagher Director of Standard Bank Tue shares Jn the Gallager Standard Bancshares Tr are voted on by Timolhy J Gallagher Director of Standard Bank
3 (2) OtherSharehofors oat listed in Section 3 (1) above that held more than 5 during the year
None
Resuhs A Ilse of branches forvour holdln1 company STANDARD 8ANCSHARES INC (1245590) or HICKORY HILLS IL
The d1ta are n of 12312014 Data re II Kb information tlat wu received aod processed throuah 01072015
Rconcill1Uon and Vc1Uon St I DI 1 In the DIH Action column of each br111Ch row enter one or mort of the actioru specified below
2 If required enter the date In the Ettcttve Olte column
-OK tf the bnch Information s correct enter OK in the Oita AdJon column
Chi nee If the bndl Information Is Incorrect Of Incomplete revt the data enter Chance In the Dita Action column ind the d11te when this infOfmation first became v1lid In the Effective Ote column
am If a bnch listed was sold or clowd enterOose In tht Dita Action column and the s1e or dosured11te In the EtfectW Olte colurm
Olete If a bru1eh listed wu never owntd by this depository Institution enter Delete In the Oeta Acckgtn column
Add If a rt portable brtinch Is mlsslna lnStrt a row add the branch data ald entu Add In the Olt1 Action column and the opening or acquisition date In the Effecttve Date column
If prntln1 this list you m1y need to adjust your page Utup In MS E11ce1 Try using landscape orientation page sollria andor legal sized paper
Submlnion PfOOtdurbull When you ire finished send a saved copy to vour FRB contact Su the detailed lnlttldlons on this si for more informatlon
II voY are mailinamp this to your FRB conttct put your lnstitutlon name dty and state In the subjact llrie of the e-nWI
Note To satisfy the FR Y-10 reportln1 requirements YoU must tiho submit FR Y-10 Domestic Branth Schedules for each branch with a Data Actlon of Olan1e Close Delete or Add
Thbull FR Y-10 report may be submitted 1n a hardcopy format or 11ia the FR Ymiddot10 OnH11e application middot httpsylOonllnefederalrerve1ov
bull FDtC UNINUM Office Number and ID_RSSO co1unvu ara for reference only Verification of these values is not required
- - 8nch Suvlce Type Branch 10 RSSO ia- terNeme Street Address City
ok FuUServltefHud Officel 19730 STAN OARD BANK ANO TRUST COMPANY 7800 WEST 9STH STREET HICKORY HILLS
ok Full Service 3202168 BOLINGBROOK BRANCH 282 NORTH WEBER ROAD BOLINGBROOK
ok Limited Strvce 4126065 CALUMET CITY 1968 SIBLEY BOULEVARD CALUMET CITY
FullSetvke 3309928 CLARK STREET 8RANOi 3747 NORnt CLARK STREET atlCAGO
ok FullServiett 474339 EWING BRANOf 10635 SOUTH EWING AVENUE CHICAGO
ok Full Servtce 2079925 HEGWISCH BRANCH 13336 SOUTH BALTIMORE AVENUE CHICAGO
ok limited Se-rvke 20817)5 SOUnt DERRING FACILITY 10535 SOVTH TORRENCE AVENUE CHICAGO
Full Service 4099271 THOREK BRANOi 836 WEST IRVING PARK ROAD OUCAGO
ok Full Service 2121280 COAL CITY BRANot 20 SOUTH KANKAKEE COAlCITY
full Service 2809038 EVERGREEN PARK BRANCH 2400 WEST 95TH STREET EVUtGREEN PARK
ok Full Service 3188909 FRANKFORT BRANCH 19997 LA GRANGE ROAD FRANKFORT
Full5etvice 810436 CiARONERBRANCJ1 118 DEPOT STREET GARDNER
ok FultSrvlct 3188897 JOLIET ampRANCJ1 2398 ESSINGTON ROAO JOLIET
Full Service 3439553 LOClCPORT BRANCH 16545 WEST 159TH STREET LOCKPORT
ok Full Service 290931 LYONSlST AVENUE BRANCH 8601 OGDEN AVENUE LYONS
ok Full Service 3671504 MINOOKA BRANCH 515 WESTUS ROUTE 6 MINOOKA
ok LlmltcServfce 2111338 MOAAIS LISBON BRANCH 1433 USBON STREET MORRIS
ok Full Servkt 2809010 MORRIS ROUTE 6 BRANCH 1111 WEST US ROUTpound 6 MORRIS
Ful1 Servlct 2809047 NAPERVILLE BRANCH 1607 NORTH AURORA ROAD NAPERVILLE
ok full 5ervfce 2809056 NEW LENOX BRANCH 456 NELSON ROAD NEW LENOX
Full sMce 2103129 OAK FOREST BRANOf 15901 SOUTH CENTRAL AVENUE OAX FOREST
ok Full SeMct 3490255 OAK LAWN lllTH BRANOf 4700 WEST 111TH STREET OAK LAWN
ok Full Sfrvlce 2096717 OAK LAWN 95TH BRANCH 4001 WEST 95TH STREET OAK LAWN
ok Full Service 2295538 ORLAND PARK BRANCH lSCXJO SOUTH WOLF ROAD ORLAND PARt
State VpCode
IL 60457
IL 60440
IL 60409
IL E06H
IL 00617
IL 0063
IL 00617
IL 60613
IL 60416
IL 60805
IL 6042
IL 60424
IL 60435
IL 60441
IL 60534
I L 60447
IL 60450
IL 60450
IL 60563
IL 60451
IL 60452
IL 60453
IL 60453
IL 60467
County CawN FDICUNINUM Offb Numberbull Haad otfice Head Office 10 RSSD Comments
COOK UNITEO STATES 10748 0 STANOARO BANK ANO TRUST COMPANY 19730
Will UN ITED STATES 419532 34 STANDARD BANK ANO TRUST COMPANY 19730
COOK UNITED STATES 510611 44 STANDARD BANK AND TRUST COMPANY 19730
COOK UNITpound0 STATES 429662 35 STANDARD BANK ANO TRUST COMPANY 19730
COOK UNITED STATES 12089 18 STANDARD BANK AND TRUST COMPANY 73ltgt
COOK UNITED STATES 244100 20 STANDARD BANK ANO TRUST COMPANY 19730
COOK UNITED STATES 244099 19 STANDARD BANK ANO TRUST COMPANY 19730
COOK UNITED STATpoundS 510612 4S STANDARD BANKANDTRUSTCOMPANV 1973ltgt
GRUNDY UNITED STATES 263852 17 STANDARD SANK AND TRUST COMPANY 730
COOK UNITED STATES 13875 4 STAN OARD BANK AND TRUST COMPANY 19730
Will UNITED STATES 357237 15 STAN OARD BANK AND TRUST COMPANY 19730
GRUNDY UNITED STATES 7234 1 STAN DARO BANK ANO TRUST COMPANY 19730
Will UNITED STATES 238ASA 13 STANDARD BANK ANO TRUST COMPANY 19730
Will UNlTEO STATES 450324 38 STAN OARD BANK AND TRUST COMPANY 19730
COOK UNITED STATES 10912 22 STANDARD BANK ANO TRUST COMPANY 19730
GRUNDY UNITED STATES 465426 42 STANDARD BANK AND TRUST COMPANY 1973ltgt
GRUNDY UNITED STATES 266774 16 STANDARD BANK ANO TRUST COMPANY 1730
GRUNDY UNITED STATES 2243S6 10 STANDARD BANK AND TRUST COMPANY 19730
OU PAGE UNITED STATES 238451 6 STANDARD BANK ANO TRUST COMPANY 19730
Will UNITED STATpoundS 238452 11 STAN OARD BANK ANO TRUST COMPANY 19730
COOK UNTED STATES 244101 21 STANDARD BANK AND TRUST COMPANY 19730
COOK UNITED STATES 441863 36 STANDARD BANK AND TRUST COMPANY 19730
COOK UNITED STATES 238447 1 STANDARD BANK AND TRUST COMPANY 19730
COOK UNITED STATES 238450 5 STANDARD BANt AND TRUST COMPANY 19730
ok Fullrvke 2100379 PALOS 11HH BfANOl 11901 SOUTHWEST HIGHWAY PALOSPARIC ll 00464 COOK UNITED STATES 238448 2 STAN DARO BANK AND TRUST COMPANY 19730
ok rulSltVice 2427544 PALOS lllST BRANCH 9700WEST lllST STREET PALOS PARK ll 00464 COOK UNlTEOSTATES 238449 3 STAN DARO BANK AND TRUST COMPANY 19730
ot llmtedSrvke 3490273 NORTH RIVERSIDE BRANCH BJSOWEST CERMAK ROAD RlvtRSlDE ll COOK UNITED STATES 441864 37 STANDARD BANK AND TRUST COMPANY 19730
ot FuLServke 3202171 SHOREWOOD BRANOl 970 BROOK FOREST AVENUE SHOREWOOD It - t UNITED STATES 419531 33 STANDARD BANICANDTRUSTCOMPANY 19730
ok FulSrvlee 3188918 VILLA PARK BfWIOi 1 WESrRoostVrlTROAD VlltAPARIC It 50181 OUPAGE UNITED STATES 238455 14 STANDARDBANKANDTRUSTCOMPANY 19730
ok FulSrvke WllMINGTON BRANCH lOOSSOUTH WATER STREET WILMINGTON It 004 lt UNITED STATES 238453 12 STANDARD BANK AND TRUST COMPANY 19730
ok Fulfrvk 3197031 CHESTERTON BRANCH middot 755 JNDIAN BOUNDARY ROAD OIESTERTON IN PORTER UNITEDSTAlES 275664 32 STANDARD BANK AND TRUST COMPANY 19730
ok ruUrvic 2161D17 EASTCHCAGO BRANCH 4518 lNOANAPOUS BOULEVARD EAST CHICAGO IN 46312 lAKE UNITEDSTAlES 29 STANDARDSANKANDTRUSTCOMPANY 19730
ok Fulrvk 4913n HAMMOND BRANCH 1007 CALUMET AVENUE HAMMOND IN 46324 AKE UNITEDSTAlES 42227 30 STANDARD BANK AND TRUST COMPANY 19730
Fulrvlc 2161D3S HIGHtAND BRANCH 2930 RIDGE ROAD HIGHLAND IN 46322 UNITEOSTAlES 275659 27 STANDARD BANK AND lRUST COMP AN I 19730
ot Futtsrvke 2161044 LOWHl BRANCH 2090 EAST COMMERICALAVENUE LOWELL IN 463Sfgt21r AKE ONITEDSTAlES 275661 28 STANDARD BANK ANDTRUSTCOMPANI 19730
ok Full Srvlce 3439562 MERRlllVlllE BRANCH 579WESTUNCOlN HIGHWAY MERRlllVlllE IN 46410 AKE ONlEO STATES 450325 39 STANDARD BANK AND TRUST COMPANI 19730
ok Full Srvice 453712 SAINT JOHN BRANCH 9321 WICKER AVENUE SAINT JOHN IN 46373middot00 AKE ONtlEDSTATES 42414 26 STANDARD BANK AND rnusr COMPANY 19730
middot
Report ttem 4 Directors and Office (1) Name amp Address
J-Ohn R Barber New York NY
Christopher Doody Ne-vYork NY
1pound1 Pnncipal Occupation [rtmiddotrmiddotwittl BHC
Mariaging Partner eohesiVe ea pita I
Princlpal Storm Point Capital
(3) (bull) TrtiePosition with BHC Diredor
Director
FORM FR Y-9
STANDARD BANCSHARES INC Fiscal YearEnding Decttmber3112014
(3) lb) ltlePosition wffi1 Subsidiaries
NIA
NIA
(3) (c TrtlePosltlon wttn otherbuslne$es
Managtng Partner Cohesive Capital
Principal Stone Point Ciipitit
bull Stone Point ls the manager of the TriOOnt funds which are investment entities that own 25 or morn of the outstanding voting seairities orinlerests in various companles Mr Doody ls an ernployee and officer of Stone Point and is oo deemed to contror S1oria Point or the Trldent Funds He is not a principal securities holder of Stone Point or the Trident Funds The invstmenl committees of the Trident Funds are responsible for voting the shares or such companies and Mr Doody is not a member of the investment committees of the Trident Fonds A sctiedule of such companies in which U1e Trident funds hnve invested is available upon request
John o Gallagher Ortand Park IL
Managing Genera[ Partner OfdlarU Hill Bldg Co
Director Dior-standarU Bank
Managin9 GenerBi Partner Orchard HlllmiddotB1dg Co President Ordiard Hm Building Co Inc
Managing Member Qnhard Hill Construction LLC
Managing Membelt Austin Construction Co bull LLC
Presdenl Bougton Development Co
President ennStructildeg Co lnc
Prestdenl middot Farmingdare Development eomiddot
middotana9in middotRa -middot middot fariTijngdre _Mittwo middot
Pldciit_ _ Fam1r9dale Utilify Co_
Managing Partner Frtz91erald Lad lnvestment Ptshp
(4) a) 1w of Voting Shares in BHC
563
middot1483
14450
(4)(o) (4) (b) Names of othfr companitts 4 of Voting (if 25 ormorl voting Shares in Subs securities a held
NIA
NIA
NIA
NIA
NIA
NIA
NIA
NIA
NIA
NIA
Dryden Cons1rudioo Co Inc 100
NIA
NIA
NIA
Frtzgerald Land Investment Plshp 25
(1) Name amp Mdlt=
John D Gallagher CJriand Pru IL
(2) Principal rbull _ BHC1
(3) (b) TdfePosition wiU1 SubsXfiarics
(J)(c TrtiePttSition wTUi other buslncssts
Trustee-Vote 100 Galla171ormiddot Henr)Tnisl
- Gallagher amp Henry Inc
Prumlaquo GaDaQhef Parloecs LP GB4 Jnc
Managing Partner Gl6mwod DevelopmElnt Co
Managmjl farlnelt Heruy Co Managmo Hermann Umd Investment Ptshp
Managing- Kolarlrugtd I lgthp Preltldeot Kokast -kimes Inc
PreSdenl Coo$trixtioo middotmiddot nc
- -MiAdams 400 Investment Ptshp
Msoagir(Q Partner Meifefl1 id lnpoundiiini _Pthp Managing Partner sr middotGod 1nVeslmoo Pbhp Managiog Partnef
-LampftPtshp TruSt6e
ThOGalfaghmiddotorSliujiini middot Trust
(4) (bull) of Voting Shares in BHC
(4) (b) of Voting Shares In SUbs
Names of other companies frf 25 degmom voting securiDes arn heJd NIA
NIA
NIA
NIA
NIA
NIA
NIA
Hennarm Lnnd Investment Ptshp 25
K6irland lovStrnerrlPiStip 25 NIA
NIA
NIA
Laod lNeStrnloi PlShp 25
df1li3 lfjJrlvtrpnt PWiP 25
Land l hp 25
e(Lao1fl PtShp 25_-xmiddotmiddot middot
standard tWesTrust 25 middot
(1) Name amp Address
Tnnothy J GsJlaghet Burr Ridge IL
(2) Principal Occupation [d other than with BHC)
(J) (a) TrltePosifion wtth BHC
(3)(b) TdiePosffion wittl Subskfcuies
OlaHrnan of the Board
(J) (c) TitlePosition with other businees
PreOOeot Brittany Glen Homeownoc l=gtc Suffield Woods Homeowner Assoc FanntngdaJe Viage Com Assoc fumlogdale Vdlage Com Assoc 2 Misty Meadoyenr Homeowner Assoc 1ltings1on Hills liomeOMler Assoc Gallagheramp Henrys Condos Goodiogs Grove Assoc Ganaghcr amp Heruys Goocfings Grove Umbretia Assoc Farmingdale Vil Cooos of Woodridge Homeowner Assoc Radc5ffe rtMe TOvlfflhomes Assoc
BNC OWnefs Assodatioo
Boughton Woodward Commenial Center LLC su-lgle MembeltUC- GB4 i5 member
Union Poirrte Investors Uc Sing1e MemberlLC- Union PcWe Oevclopmeot Co b member
Uoion POOte Buadlog Venture 1lLC Union 00rt lnvestorn LlC ts member Union Pofrrte Buikfing Venlilre 112 LLC Unton Point nveslor lLC is member
Union Pointe Boikfing Venture 3 LLC Union Poinl lnveslors UC is member
standgtnJ Bank -ALm1 Construction Co LlC
Pminlaquo Frtzyerald Lnnd Investment Pbttp
(lt)(bull) ofVotlng Shares in BHC
11520
(4) (b) ofVotiog Shares in Subs
NIA
Names of other companies (If 25 or l1XgtflJ voting securities aro held
NIA NIA NIA NIA NIA NIA NIA WA NIA NIA NIA
WA
NIA
WA
WA
NIA
NIA
WA
NIA
NIA
NIA
WA
WA
(1) =
Timothy J GJJbghctshyBorr Ridge IL
(2) Principal (if oUJef than wtth BHC)
3 (a) TitlePosition wilh BHC (3) 1c) Trtielosilion with other businesses ampcretuy amp Henry Inc
_ GieoMXgtd Developmeot Co
Partner Hermann Land Investment Pt5hp KOOr land Investment Ptstip
Secret3y Kolcast Homes loo
__ Koamp Construction Co Inc
Secrebgty Ordnrd Hin Buikfing Co Inc
Pa1nelt srrvb land 1ovestrnent Pshp -Smotelt Land Investment Ptshp Trustee- Vote 100 The Gollagher stmdafd
Trust
-- uruoo Pointe Development Co
lt4)(a) ofVotiog Shares in BHC
(4) (b) of Voting Shares In Sobs
tfamos of othcreomnk (lf25 ormoro vo6ng sccuritios arc held
NIA
NIA
NIA
Hennano Land Investment Ptshp 25
Kolar land Investment Pshp 25
NIA
NIA
NIA
Maas Land Investment Ptshp 25
McAdams Iand lnv=tmeni Plshp 25
Medema land lnvestme111 Ptshp 25
NIA
NIA
NIA
Slivka land Investment Plshp 25
SmoterUmd I Ptshp 25
Unkio Pointe Devdopmcot Co 25
(11 (21 Pl (a) 3 (b) 3) c) 4 (a) (4)b) Names of othelt com pan Name amp Adqross princi Occupation TJdcPositiorl TJHePositiorl TrticPosIDon of Voting of Voting [If 25 or mon voting
(if other than with Bl tc) wtth SHC with Subsidiaries with other businesses Shares In BHC Shares in Subs securities are heJd
Timothy J GaUagilet Slaquoretmy GB4 Inc SurRXgeIL GB4 lnc 251
Uoioo Polnte Bonding Venture 3 UC NIA Uoiont PoCnt lnves1ocs LLC is member
Lawraooe P Kelley NIA DirododVJCO Chaifman Oamp-edooVlce Chairman NIA 023lt))1 NIA NIA Pltullt IL PreraquoleoUCEO -0-0
standam Bank
Atampief Ko-arldt NIA DirodOlt Dirodoc NIA 0140 NIA NIA 1-fmsdak ll -
Howrd K Priess JI - deg Dirodoc Solo Pradiltgtoelt 0140 NIA NIA NapeMe IL Standard Bank
Owner White Oak Construction LlC Wh4te Oak Construction LLC 100
Robert A RoslKWt NIA Lead ndepcodeot Director oltedoc NIA D140( NIA NIA QOCago u standanl Bank
Charles E Shomo rv NIA deg Ciredor NIA 013lfI( NIA NIA Bur Ridgo IL standam Bank
Patrick J Hunt NIA _ Executive VPCFO NIA 008 NIA NIA Palos Heights IL EVPCfO standanl Bank
deg Scoltzu NIA Asst VPJAssl Asst VPAsst Secy NIA 00CXgt1 NIA NIA
Everyreen Park IL Sea-- SiandagtO Bank
STANDARD BANCSHARES INC AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF INCOME YEARS ENDED DECEMBER 31 2014 2013 AND 2012
(in thousands except per share data)
INTEREST INCOME Loans including fees Investment securities
Taxable Exempt from federal income tax
Interest bearing deposits in other banks Federal funds sold
Total interest income
INTEREST EXPENSE Deposits Federal Home Loan Bank advances and short-term borrowings Notes payable
Total interest expense
Net interest income
Provision for credit losses
Net interest income after provision for credit losses
NON-INTEREST INCOME Deposit account income Secondary mortgage income Gains on sale of securities available for sale Other
Total non-interest income
NON-INTEREST EXPENSES Salaries Employee benefits Net occupancy expense FDIC assessment Data processing Legal Professional services OREO expenses Amortization of intangible assets Goodwill impairment Other
Total non-interest expenses
Income (loss) before income taxes
Income tax expense (benefit)
Net income (loss)
Preferred dividends and discount accretion on preferred shares
Net income (loss) applicable to common shareholders
2014
$ 77838
1494 5
556 1
79894
3964 46
4010
75884
2967
72917
4798 3096
611 11925 20430
30065 6498
11921 1932 2729 1607
805 1652
693
10495
68397
24950
10656
14294
$ 14294
2013
$ 75331
1491
630 2
77454
5368 71
293 5732
71722
8751
62971
4577 4824
11 140 20541
29320 6922
11892 1971 2746 1831 1 102 3109
585
10063
69541
13971
5798
8173
1124
$ 7049
The accompanying notes are an integral part of the consolidated financial statements 4
2012
$ 80553
2078 5
626 3
83265
8837 247
2080 11 164
72 101
33384
38717
4421 4906
9945 19272
26096 7911
12636 3240 2424 2486 1034 3452
644 23987 10463
94373
(36384)
(5622)
(30762)
4090
$ (34852)
STANDARD BANCSHARES INC AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS) YEARS ENDED DECEMBER 31 2014 2013 AND 2012
(in thousands)
2014
Net income (loss) $ 14294 $ Other comprehensive income (loss) net of tax
Unrealized (loss) on securities available-for-sale Unrealized holding (losses) during the period (897) Less Reclassification adjustment for gains included
in net income (loss) 611
Other comprehensive (loss) (1508)
Income tax benefit related to other comprehensive income 573
Other comprehensive (loss) after tax (935)
Comprehensive income (loss) $ 13359 $
2013
8173
(7)
(7)
3
(4)
8169
The accompanying notes are an integral part of the consolidated financial statements 5
2012
$ (30762)
(360)
(360)
136
(224)
$ (30986)
STANDARD BANCSHARES INC AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CHANGES JN SHAREHOLDERS EQUITY YEARS ENDED DECEMBER 31 2014 2013 AND 2012
(in thousands except per share data)
Accumulated Additional Other
Preferred Common Paid-In Retained Comprehensive Stock Stock Caeital Earnings Income (loss)
BALANCE JANUARY 1 2012 $ 61533 $ 4464 $ 39208 $ 103497 $ 1357
Net Joss (30762) Other comprehensive loss net of tax (224) Accretion of discount on preferred stock 627 (627) Dividends declared - preferred stock (3463)
BALANCE DECEMBER 31 2012 62160 4464 39208 68645 1133
Net income 8173 Other comprehensive Joss net of tax (4) Change in par value from 238 to 01 per share (4277) 4277 Accretion of discount on preferred stock 840 (840) Dividends declared - preferred stock (911) Preferred Stock exchanged for 13548387
shares of Common Stock (63000) 136 62864 Issued 16316408 additional shares at $465
per share less issuance cost of $7274 163 68435 Stock based compensation 441
BALANCE DECEMBER 31 2013 486 175225 75067 1129
Net income 14294 Other comprehensive loss net of tax (935) Stock based compensation 782
BALANCE DECEMBER 31 2014 $ $ 486 $ 176007 $ 89361 $ 194
The accompanying notes are an integral part of the consolidated financial statements 6
Total
$ 210059
(30762) (224)
3463)
175610
8173 (4)
(911)
68598 441
251907
14294 (935) 782
$ 266048
STANDARD BANCSHARES INC AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS YEARS ENDED DECEMBER 31 2014 2013 AND 2012
(in thousands)
Cash flows from operating activities Net income (loss) Adjustments
Depreciation and amortization Provision for credit losses Provision for deferred income taxes (Gain) loss from sales of investment securities (Accretion) amortization of (discount) premium on investment securities net Originations of loans held for sale Proceeds from sales of loans held for sale Gains from sales of originated loans held for sale (Gain) loss on sale of other real estate owned (Gain) loss from sale of premises and equipment Write down of other real estate owned Stock based compensation expense Bank owned life insurance income Goodwill impairment Net change in other assets Net change in accrued expenses and other liabilities
Net cash provided by operating activities
Cash flows from investing activities Available-for-sale securities
Proceeds from sale of investment securities Proceeds from maturities of investment securities Purchase of investment securities
Held-to-maturity securities Proceeds from maturities of investment securities Purchase of investment securities
Purchase of Federal Home Loan Bank Stock Redemption of Federal Home Loan Bank stock Net change in loans Purchases of bank premises and equipment Proceeds from sale of bank premises and equipment Proceeds from sale of other real estate owned
Net cash (used in) investing activities
Cash flows from financing activities Net change in deposits Repayment on advances from Federal Home Loan Bank Proceeds from Federal Home Loan Bank advances Repayment of note payable Issuance of common stock net of issuance costs Dividends paid - preferred stock
Net cash provided by financing activities
Net change in cash and cash equivalents Cash and cash equivalents - beginning of year
Cash and cash equivalents - end of year
Supplemental cash flow information Interest paid on deposits and other borrowings Income taxes paid
Supplemental schedule of non-cash investing and financing activities Transfer to foreclosed real estate Transfer to premises held for sale
----change-in-parvalue-on-common-stoc Exchange of preferred stock to common stock
2014
$ 14294
5007 2967 7162
(611) (3)
(101863) 100381
(1928) (426) (491)
1154 782
(1437)
339 (655)
24672
6375 97802
(119885)
312 2430)
(104)
(133338) (1406) 1824 2004
(148846)
74467
15000
89467
(34707) 234183
$ 199476
$ 4031 3736
$ 6035 1462
2013
$ 8173
5239 8751 3425
270 (162764) 162033
(2608) (170)
(1) 2913
441 (1437)
4939 (2284) 26920
35918
214
2521 (126716)
(1777) 2
5135 (84703)
135 (23466)
(16 100) 68598 (6026)
23141
(34642) 268825
$ 234183
$ 10170 274
$ 3912
427-7 63000
The accompanying notes are an integral part of the consolidated financial statements 7
2012
$ (30762)
5624 33384 (6928)
334 (205693) 216624
(3620) 136 (18)
2476
(1469) 23987
3245 4268
41588
99963 (134057)
157
12531 (47883)
(2534) 18
4096 67709)
49431 (8615)
40816
14695 254130
$ 268825
$ 9316 138
$ 12108
STANDARD BANCSHARES INC AND SUBSIDIARIES
NOTES TO CONSOLIDATED FI NANCIAL STATEMENTS (in thousands except share data)
Note 1 - Summary of Significant Accounting Policies
The accompanying financial statements are prepared in accordance with generally accepted accounting principles and conform to general practices within the banking industry A summary of the significant accounting policies follows
Nature of Operations
Standard Bancshares Inc (the Company) is a bank holding company whose principal activity is the ownership and management of its wholly-owned subsidiary Standard Bank and Trust Company (the Bank) The Bank generates commercial mortgage and consumer loans and receives deposits from customers located primarily in the Chicago Metropolitan Northwest Indiana and surrounding areas The Bank operates under a state bank charter and provides full banking services As a state bank the Bank is subject to regulation by the Illinois Department of Financial and Professional Regulation and the Federal Deposit Insurance Corporation The Bank has two whol ly-owned subsidiaries One of those subsidiaries is an insurance agency and the other holds other real estate owned and land acquired for potential future development
Principles of Consolidation
The consolidated financial statements include the accounts of Standard Bancshares I nc the Bank and its wholly-owned subsidiaries after elimination of al l material intercompany transactions and balances
Use of Estimates
To prepare financial statements in conformity with accounting principles generally accepted in the U nited States of America management makes estimates and assumptions based on available information These estimates and assumptions affect the amounts reported in the financial statements and the disclosures provided and actual results could differ The allowance for loan losses valuation of other real estate owned evaluation of other intangible assets for impairment deferred tax assets and fair values of financial instruments are particularly subject to change
Investment Securities
Debt securities are classified as held-to-maturity when the Company has the positive intent and ability to hold the securities to maturity Securities held-to-maturity are carried at amortized cost The amortization of premiums and accretion of discounts are recognized in interest income using methods approximating the interest method over the period to maturity
Debt securities not classified as held-to-maturity are classified as available-for-sale Securities availableshyfor-sale are carried at fair value with unrealized gains and losses reported in other comprehensive income Realized gains (losses) on securities available-for-sale are included in other income (expense) and when applicable are reported as a reclassification adjustment net of tax in other comprehensive income Gains and losses on sales of securities are determined on the specific-identification method
Management evaluates securities for other-than-temporary impairment (OTT) on at least a quarterly basis and more frequently when economic or market conditions warrant such an evaluation For securities in an unrealized loss position management considers the extent and duration of the unrealized loss and the financial condition and near-term prospects of the issuer Management also assesses whether it intends to sell or it is more likely than not that it will be required to sell a security in an unrealized loss position before recovery of its amortized cost basis I f either of the criteria regarding intent or requirement to sell is met the entire difference between amortized cost and fair value is recognized as impairment through earnings For debt securities that do not meet the aforementioned criteria the
8
STAN DARD BANCSHARES I NC AND SU BSI DIARIES
NOTES TO CONSOLI DATED FINANCIAL STATEMENTS (in thousands except share data)
Note 1 - Summary of Significant Accounting Policies (Continued)
Investment Securities (Continued)
amount of impairment is split into two components as follows 1) OTII related to credit loss which must be recognized in the income statement and 2) OTII related to other factors which is recognized in other comprehensive income The credit loss is defined as the difference between the present value of the cash flows expected to be collected and the amortized cost basis For equity securities the entire amount of impairment is recognized through earnings
Loans Held for Sale
Mortgage loans originated and intended for sale in the secondary market are carried at the lower of the aggregate cost or fair value as determined by outstanding commitments from investors
Mortgage loans held for sale are generally sold with servicing rights retained Gains and losses on sales of mortgage loans are based on the difference between the selling price and the carrying value of the related loan
Loans
Loans that management has the intent and ability to hold for the foreseeable future or until maturity or payoff are reported at the principal balance outstanding less origination fees - net of costs and an allowance for loan losses Interest income is accrued on the unpaid principal balance Loan origination fees net of certain direct origination costs are deferred and recognized in interest income over the respective term of the loan using the level-yield method without anticipating prepayments
Interest income on mortgage and commercial loans is generally discontinued at the time the loan is 90 days delinquent unless the loan is well-secured and in the process of collection Consumer loans are typically reviewed for charge-off no later than 120 days past due Past due status is based on the contractual terms of the loans Nonaccrual loans and loans past due 90 days still on accrual include both smaller balance homogeneous loans that are collectively evaluated for impairment and individually classified impaired loans In a l l cases loans are placed on nonaccrual or charged off at an earlier date if collection of principal or interest is considered doubtful
All interest accrued but not collected for loans that are placed on nonaccrual or charged off is reversed against interest income The interest on these loans is accounted for on the cash-basis or cost-recovery method until qualifying for return to accrual Loans are returned to accrual status when a l l the principal and interest amounts contractually due are brought current and future payments are reasonably assured
The Bank grants commercial and residential mortgage commercial and consumer loans to customers A substantial portion of the loan portfolio is represented by loans to commercial businesses generally secured by business assets and real estate throughout the Chicago Metropolitan Northwest Indiana and surrounding areas The ability of the Companys debtors to honor their contracts is dependent on the real estate and general economic conditions in this area
Allowance for Credit Losses
The allowance for credit losses is evaluated on a regular basis by management and is based upon managements periodic review of the collectability of the loans in the light of historical experience the nature and volume of the loan portfolio adverse situations that may affect the borrowers ability to repay estimated value of any underlying collateral and prevailing 0conomic conditions The al lowance for loan losses is a valuation a llowance for probable incurred credit losses increased by the provision for loan
9
STANDARD BANCSHARES INC AND SUBSI DIARIES
NOTES TO CONSOLI DATED FINANCIAL STATEMENTS (in thousands except share data)
Note 1 - Summary of Significant Accounting Policies (Continued)
Allowance for Credit Losses (Continued)
losses and recoveries and decreased by charge-off of loans Management believed the estimated allowance for loan losses to be adequate based on known and inherent risks in the portfolio past loan loss experience information about specific borrower situations estimated collateral values economic conditions and other factors Allocations of the allowance may be made for specific loans but the entire allowance is available for any loan that in managements judgment should be charged-off Loan losses are charged against the al lowance when management believes the uncollectability of the loan balance is confirmed
The allowance consists of specific and general components The specific component relates to loans that are individually classified as impaired The general component covers non-impaired loans and is based on a historical migration analysis adjusted for current qualitative environmental factors The Company maintains a loss migration analysis that tracks loan losses and recoveries based on loan type as well as the loan risk grade assignment for commercial loans During 2013 the Company chose to change its methodology for determining the general component of the reserves Previously the portfolio was segmented into four categories and used a straight line three year loss history The Company now uses a migration analysis system that segments the portfolio into six categories incorporates losses by risk grade and the impact of changes in risk grade The system looks at a charge-off and the risk g rade of that loan during the prior eight quarters and then allocates a portion of the loss to the various risk grades The system incorporates charge-offs during the last four eight quarter segments These historical loss percentages are adjusted (both upwards and downwards) for certain qualitative environmental factors including economic trends credit quality trends concentration risks quality of loan review changes in staff and external factors and other considerations This evaluation is inherently subjective as it requires estimates that are susceptible to significant revision as more information becomes available
A loan is impaired when based on current information and events it is believed to be probable that the Company will be unable to collect all amounts due according to the contractual terms of the Joan agreement Loans for which the terms have been modified with no benefit to the Company received and for which the borrower is experiencing financial difficulties are considered troubled debt restructurings (TDRs) and classified as impaired Factors considered by management in determining impairment include payment status collateral value and the probability of collecting scheduled principal and interest payments when due Loans that experience insignificant payment delays and payment shortfalls generally are not classified as impaired Management determines the significance of payment delays and payment shortfalls on a case-by-case basis taking into consideration all of the circumstances surrounding the loan and the borrower including the length of the delay the reasons for the delay the borrowers prior payment record and the amount of the shortfall in relation to the principal and interest owned The Company evaluates impaired loans individually to determine whether or not interest continues to be accrued
All loans with relationship balances exceeding $250000 and an internal risk grading of 6 or worse are evaluated for impairment Generally al l loans over $250000 and on non-accrual will be considered impaired f a loan is impaired a portion of the allowance is al located so that the Joan is reported net at the present value of estimated future cash flows using the loans existing interest rate or at the fair value of collateral less estimated costs to sell if repayment is expected solely from the collateral Large groups of smaller balance homogeneous loans such as consumer and residential real estate loans are collectively evaluated for impairment and accordingly they are not separately identified for impairment disclosures
10
STANDARD BANCSHARES INC AND SU BSIDIARIES
NOTES TO CONSOLIDATED FI NANCIAL STATEMENTS (in thousands except share data)
Note 1 - Summary of Significant Accounting Policies (Continued)
Allowance for Credit Losses (Continued)
While management uses available information to recognize losses on loans further reductions in the carrying amounts of loans may be necessary based on changes in local economic conditions In addition regulatory agencies as an integral part of their examination process periodically review the estimated losses on loans Such agencies may require the Company to recognize additional losses based on their judgments about information available to them at the time of their examination Because of these factors it is reasonably possible that the estimated losses on loans may change materially in the near term However the amount of the change that is reasonably possible cannot be estimated
Transfers of Financial Assets
Transfers of financial assets are accounted for as sales when control over the assets has been relinquished Control over transferred assets is deemed to be surrendered when the assets have been isolated from the Company the transferee obtains the right (free of conditions that constrain it from taking advantage of that right) to pledge or exchange the transferred assets and the Company does not maintain effective control over the transferred assets through an agreement to repurchase them before their maturity
Bank Premises and Equipment
Land is carried at cost Other premises and equipment are carried at cost net of accumulated depreciation Depreciation is computed using the straight-line method based principally on the estimated useful lives of the assets Maintenance and repairs are expensed as incurred while major additions and improvements are capitalized Gains and losses on dispositions are included in current operations
Premises held for sale are carried at the lower of cost or fair value less costs to sell Fair values are based on third-party appraisals of the properties
Mortgage Servicing Rights
When mortgage loans are sold with servicing retained servicing rights are initially recorded at fair value with the income statement effect recorded as income on the sale of loans Fair value is based on market prices for comparable mortgage servicing contracts when available or alternatively is based on a valuation model that calculates the present value of estimated future net servicing income All classes of servicing assets are subsequently measured using the amortization method which requires servicing rights to be amortized into non-interest income in proportion to and over the period of the estimated future net servicing income of the underlying loans
Servicing rights are evaluated for impairment based upon the fair value estimate of the rights as compared to the carrying amount I mpairment is determined by stratifying rights into groupings based on predominant risk characteristics of the underlying loans Such characteristics include loan type loan size interest rate date of origination and loan term Impairment is recognized through a valuation a llowance to the extent that fair value is less than the carrying amount If the Company later determines that a l l or a portion of the impairment no longer exists for a particular grouping a redudion of the a llowance may be recorded as an increase to income The fair value of servicing rights are subject to significant fluctuation as a result of changes in estimated and actual prepayment speeds and default rates and losses For the years ended December 31 2014 2013 and 2012 mortgage servicing rights were determined not to be impaired
1 1
STANDARD BANCSHARES INC AND SUBSIDIARIES
NOTES TO CONSOLI DATED FINANCIAL STATEMENTS (in thousands except share data)
Note 1 - Summary of Significant Accounting Policies (Continued)
Mortgage Servicing Rights (Continued)
Servicing fee income which is reported on the income statement as secondary mortgage income is recorded for fees earned for servicing loans The fees are based on a contractual percentage of the outstanding principal or a fixed amount per loan and are recorded as income when earned The amortization of mortgage servicing rights is netted against secondary mortgage income Servicing fees totaled $969 $878 and $643 for the years ended December 3 1 2014 2013 and 2012 respectively Late fees and ancillary fees related to loan servicing are not material
Other Real Estate Owned
Real estate properties acquired through or in lieu of loan foreclosures are initially recorded at the fair value less estimated selling cost at the date of foreclosure Any write-downs based on the assets fair value at the date of acquisition are charged to the allowance for credit losses After foreclosure valuations are periodically performed by management and property held for sale is carried at the lower of the new cost basis or fair value less cost to sell Impairment losses on property to be held and used are measured as the amount by which the carrying amount of a property exceeds its fair value Costs of significant property
middotimprovements are capitalized whereas costs relating to holding property are expensed The portion of interest costs relating to development of real estate is capitalized Valuations are periodically performed by management and any subsequent write-downs are recorded as a charge to operations if necessary to reduce the carrying value of a property to the lower of its cost or fair value less cost to sell
Federal Home Loan Bank (FHLB) Stock
The Bank is a member of the FHLB Chicago Members are required to own a certain amount of stock based on the level of borrowings and other factors and may invest additional amounts FHLB stock is carried at cost classified as a restricted security and periodically evaluated for impairment based on ultimate recovery of par value When declared cash and stock dividends are recorded as income
Bank Owned Life Insurance
The Company has purchased life insurance policies on certain key executives and officers Bank owned life insurance is recorded at the amount that can be realized under the insurance contract at the balance sheet date which is the cash surrender value adjusted for other charges or other amounts due that are probable at settlement
Goodwill and Other Intangible Assets
Goodwil l resulting from business combinations prior to January 1 2009 represents the excess of the purchase price over the fair value of the net assets of businesses acquired Goodwill resu lting from business combinations after January 1 2009 is generally determined as the excess of the fair value of the consideration transferred plus the fair value of any non-controlling interests in the acquiree over the fair value of the net assets acquired and liabilities assumed as of the acquisition date Goodwill and intangible assets acquired in a purchase business combination and determined to have an indefinite useful life are not amortized but tested for impairment at least annually or more frequently if events and circumstances exists that indicate that a goodwill impairment test should be performed Goodwill totaling $23 987 was fully written off in 2012 Intangible assets with definite useful lives consist of core deposits acquired and are amortized over their estimated useful life of fifteen years to their estimated residual values
12
STANDARD BANCSHARES INC AND SUBSIDIARIES
NOTES TO CONSOLI DATED FI NANCIAL STATEMENTS (in thousands except share data)
Note 1 - Summary of Significant Accounting Policies (Continued)
Derivatives
ASC Topic 815 requires that every derivative instrument be recorded in the balance sheet as either an asset or liability measured at its fair value The guidance requires that changes in the derivatives fair value be recognized currently in earnings unless specific hedge accounting criteria are met The Company provides customers with interest rate swap transactions and offsets the transactions with interest rate swap transactions with inter-bank dealer counterparties Derivative contracts entered into by the Company are limited to those that are treated as non-designated derivative instruments Changes in the fair value of these derivatives are reported in earnings as non interest income
Mot1gage Banking Activities
Commitments to fund individual mortgage loans (interest rate locks) to be sold into the secondary market are taken out on both a best efforts and mandatory basis Mandatory commitments which are not executed are subject to potential pair off fees which reflect the changes in the market value of these commitments should unfavorable rate changes occur The Bank has had a sufficient best efforts commitment pipeline to satisfy any potential fallout of individual mandatory commitments Any pair off fees incurred are not material
Stock-Based Compensation
Compensation cost is recognized for stock options and awards issued to employees based on the fair value of these awards at the date of grant A B lack-Scholes model is utilized to estimate the fair value of stock options Compensation cost is recognized over the required service period generally defined as the vesting period
Income Taxes
Income taxes are provided for the tax effects of the transactions reported in the financial statements and consist of taxes currently d ue plus deferred taxes related primarily to differences between the basis of the a llowance for credit losses other real estate owned non-accrual interest and State net operating loss carryforwards The deferred tax assets and liabilities represent the future tax return consequences of those differences which will either be taxable or deductible when the assets and liabilities are recovered or settled Deferred tax assets and liabilities are reflected at income tax rates applicable to the period in which the deferred tax assets or liabilities are expected to be realized or settled As changes in tax laws or rates are enacted deferred tax assets and liabilities are adjusted through the provision for income taxes The Company files consolidated income tax returns with its subsidiaries
The Company recognizes a tax position as a benefit only if it is more likely than not that the tax position would be sustained in a tax examination including resolution of related appeals or litigation p rocesses The amount recognized is the largest amount of tax benefit that is greater than 50 likely of being realized on examination For tax positions not meeting the more likely than not test no tax benefit is recorded The Company recognizes interest and penalties related to income tax matters in income tax expense
Comprehensive Income
Comprehensive income consists of net income and other comprehensive income Other comprehensive income includes unrealized gains and losses on securities available for sale which are also recognized as separate components of equity
13
STANDARD BANCSHARES INC AND SUBSI DIARIES
NOTES TO CONSOLI DATED FI NANCIAL STATEMENTS (in thousands except share data)
Note 1 - Summary of Significant Accounting Policies (Continued)
Trust Assets and Fees
Assets held in a fiduciary or agency capacity are not included in the consolidated balance sheets since such items are not assets of the Company_ Income from trust fees is recorded when received This income does not differ materially from trust fees computed on an accrual basis
Cash Flows
The Company considers al l cash and due from banks cash advanced under ATM funding agreements interest-bearing deposits in other banks and federal funds sold to be cash equivalents for the purposes of the statements of cash flows
Reclassification
Certain reclassifications have been made in the prior year financial statements to conform with the current year presentation with no effect on net income or shareholders equity
New Accounting Pronouncements
In January of 2014 the Financial Accounting Standards Board (FASB) issued guidance to clarify when an in substance repossession or foreclosure occurs and an entity is considered to have received physical possession of the residential real estate property such that a loan receivable should be derecognized and the real estate property recognized Additionally the guidance requires interim and annual disclosure of the amount of foreclosed residential real estate property held by the entity and the recorded investment in consumer mortgage loans collateralized by residential real estate property that are in the process of foreclosure according to local requirements of the applicable jurisdiction The guidance is effective for annual and interim periods beginning after December 15 2014 and can be applied retrospectively or prospectively Management does n ot expect the adoption of this guidance will materially impact the Companys financial condition resu lts of operations or liquidrty_
In January 2014 the FASB amended existing guidance to eliminate the effective yield election and to 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 Disclosures for a change in accounting principle are required upon transition The amendment is effective for annual and interim periods beginning after December 15 2014 Adoption of this standard is not expected to have a material effect on the Companys financial condition or results of operations
Subsequent Events
Management reviewed subsequent events for recognition and disclosure through March 13 2015 which is the date the financial statements were available to be issued_
14
STANDARD BANCSHARES INC AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (in thousands except share data)
Note 2 - Cash and Cash Equivalents
The Companys banking subsidiary is required by the Federal Reserve Bank to maintain certain average cash reserve balances The required reserve balance at December 31 2014 and 2013 was $1 7889 and $ 1 7 395 respectively
The nature of the Companys business requires that it maintain amounts due from banks federal funds sold and interest-bearing deposits in other banks which at times may exceed federally insured limits Management monitors these correspondent relationships and the Company has not experienced any losses in such accounts
Note 3 - Investment Securities
Carrying amounts and fair values of investment securities were as follows
December 3 1 2014 December 31 2013 Gross Gross Gross Gross
Amortized Unrealized Unrealized Fair Amortized Unrealized Unrealized Fair Cost Gains Losses Value Cost Gains Losses Value
Held-to-maturity
Mortgage-backed $ 266 $ 18 $ $ 284 $ 378 s 25 $ - $ 403 securlties - residential
States and political subdivisions 2230 2230
Trust preferred security 1 392 (342) 1 050 1384 372) 1012
Total held-to-maturity 3888 18 (342) 3564 1762 25 (372) 1 415
Available-for-sale US g overnment-sponsored 1 46410 72 (1 75) 1 46307 1 24245 186 124431
entities and agencies
Mortgage-backed securities - residential 3436 232 3668 1 1287 916 12203
Equity securtties 4235 184 441 9 2235 735 (16) 2954
Total available-for-sale 154081 488 (175) 154394 137767 1837 (16) 139588
Total investment securities $157969 $506 $(517) S157958 $1 39529 $1862 $ (388) $141 003
15
STANDARD BANCSHARES INC AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (in thousands except share data)
Note 3 - Investment Securities (Continued)
The amortized cost and fair value of debt securities at December 31 2014 by contractual maturity are shown below Maturities may differ from contractual maturttie in mortgage-backed securities -residential because the mortgages underlying the securities may be called or repaid without any penalties Equity securities have no maturity therefore these securities are not included in the maturity categories in the following summary
Amounts maturing in
One year or less After one year through five years After five years through ten years Over ten years Mortgage-backed securities - residential Equity securities
Total
Securities Held-to-maturity
Amortized Fair Cost Value
$2155 $2155 75 75
1392 1050 266 284
3 888 3 564
Securities Avaiiable-for-sale
Amortized Fair Cost Value
$ 33447 $ 33486 112963 112821
3436 3668 4 235 4 419
154 081 154 394
Equity securities include $4027 of Community Reinvestment Act (CRA) eligible mutual funds and $392 in Fannie Mae and Freddie Mac preferred stock
The proceeds from sales of securities available-for-sale and the associated gains and losses are listed below for the year ended 2014
Proceeds
Gross gains Gross losses
There were no sales of securities in 2013 or 2012
$6375
611
Investment securities with a carrying value of $115645 and $135656 at December 31 2014 and 2013 respectively were pledged to secure public deposits short-term borrowings and for other purposes required or permitted by law
Information pertaining to securities with gross unrealized losses at December 31 2014 and 2013 aggregated by investment category and length of time that individual securities have been in a continuous loss position follows
16
STANDARD BANCSHARES INC AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (in thousands except share data)
Note 3 - Investment Securities (Continued)
Less Than 1 2 Months
December 31 201 4
Held-to-maturity Trust preferred security
Available-for-sale US government-sponsored
entities and agencies
Fair Value
$
$76908
Gross Unrealized
Losses
$
$(1 75)
1 2 Months or Greater
Fair Value
$ 1 050
$
Gross Unrealized
Losses Fair Value
$(342) $ 1 050
$ $76908
Total Gross
Unrealized Losses
$ (342)
$ (1 75)
Less Than 1 2 Months 1 2 Months or Greater Total Gross Gross Grnss
Fair Unrealized Unrealized Unrealized December 31 2013 Value Losses Fair Value Losses Fair Value Losses
Held-to-maturity Trust preferred security $ $ $ 1 012 $(372) $ 1 0 1 2 $ (372)
Available-for-sale Equity securities $1 984 $ (1 6) $ $ $ 1 984 $ (1 6)
Management evaluates securities for other-than-temporary impairment at least on a quarterly basis and more frequently when economic or market concerns warrant such evaluation Consideration is given to (1) the length of time and the extent to which the fair value has been less than cost (2) the financial condition and near-term prospects of the issuer and (3) the intent and ability of the Company to retain its investment in the issuer for a period of time sufficient to allow for any anticipated recovery in fair value
The Company had seventeen securities in a loss position at December 31 2014 One security is a trust preferred security with an amortized cost of $1 392 and an unrealized loss of $342 The other sixteen securities are government sponsored entity and agency securities with an amortized cost of $77083 and an unrealized loss of $175
The unrealized loss on the trust preferred security and government-sponsored entities and agencies were related to changes in interest rates and illiquidity in the financial services industry Management has evaluated the prospects of the issuer in relation to the severity and duration of the impairment Based on that evaluation and managements ability and intent to hold those investments for a reasonable period of time sufficient for a forecasted recovery of fair value management does not consider those investments to be other-than-temporarily impaired at December 31 201 4
17
STANDARD BANCSHARES INC AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (in thousands except share data)
Note 4 - Loans
Major Classifications of loans are as follows
Construction and land development Commercial Commercial real estate non-owner occupied Commercial real estate owner occupied Residential real estate Consumer
Total
Origination fees - net of costs Allowance for credit losses
Loans net
201 4 $ 110343
449341 427043 569269 1 18612
97066
1 771 674
( 1 023) (26320)
$1744331
2013 $ 140294
324898 4 1 9775 550900 1 1 7 343 1 08664
166 1 874
(984) (40895)
$161 9995
Construction loans are generally based upon estimates of the cost and value associated with the construction of the property Construction loans often involve the disbursement of substantial funds with repayment primarily dependent upon the success of the completed project Sources of repayment for these types of loans may be permanent loans from long-term lenders or sales of developed property Generally these loans have a higher risk profile than other real estate loans due to their repayment being sensitive to real estate values interest rate changes governmental regulations of real property demand and supply of similar projects the availability of long term financing and changes in general economic condition
Commercial loans are primarily lines of credit and equipment loans that are secured by accounts receivable inventory fixed assets and sometimes with real estate These loans are repaid through the operating cash flow of the company The increase in commercial loans was due to generally improved business activity resulting from the stabilizing economy and our focus on generating growth in this category of lending in order to better diversify our commercial portfolio Commercial loans are underwritten after evaluating and understanding the borrowers ability to operate its business
Underwriting standards are designed to ensure repayment of loans and mitigate loss exposure As part of the underwriting process the Company examines current cash flows to determine the ability of the borrower to repay its obligations as agreed Commercial loans are primarily made based on the identified cash f lows of the borrowers and secondarily on the underlying collateral provided by the borrower
Commercial real estrite locins consisted primarily of loans to business owners and developersinvestors in owner and non-owner occupied commercial properties The Company classifies the properties into owner-occupied which represents loans where more than 50 of the rental income is from the owner of the property or a related company and non-owner occupied represents loans where less than 50 of the rental income is from the owner of the property Non-owner occupied can include 5-unit or more apartment buildings retail office buildings hotels warehouse and industrial properties Repayment will come from the rental income paid by the tenants or owner Commercial real estate loans are subject to underwriting standards and processes similar to commercial loans in addition to those standards and processes specific to real estate Commercial real estate lending typically involves higher loan principal amounts and the repayment of the loans is largely dependent upon the successful operation of the property securing the loan or the business conducted on the property securing the loan Commercial real estate loans may be more adversely affected by conditions in the real estate market or in the general economy The properties securing the Companys commercial real estate portfolio are diverse in terms
1 8
STANDARD BANCSHARES INC AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (in thousands except share data)
Note 4 - Loans (Continued)
of type and geographic location within our market area Management monitors and evaluates real estate loans based on cash flow collateral location and risk grade criteria
The residential real estate portfolio consists of 1-4 family first lien loans secured by the borrowers home and are generally within our market area Any loans outside our market area are to customers with homes or businesses in our market areas
The consumer loans consist of loans to individuals for consumer purposes home equity loans home equity lines of credit and second mortgages Consumer loans are centrally underwritten utilizing various loan policy guidelines that take into consideration the borrowers ability to repay and the collateral offered
At December 31 2014 and 2013 certain officers directors and companies in which they have beneficial ownership were indebted to the Bank in the aggregate amount of $32267 and $36457 respectively During 2014 no new loans were made to such related parties and net repayments on existing loans amounted to $4 1 90 During 2013 new loans made to such related parties amounted to $389 and net repayments on existing loans amounted to $2082
19
STANDARD BANCSHARES INC AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (in thousands except share data)
Note 4 - Loans (Continued)
All owance fo r Credit L osses
Following is a summary of the activity in the allowance for credit losses
Commercial Commercial Real Estate Real Estate Non-owner Owner Residential
December 31 2014 Construction Commercial Occu12ied Occu12ied Real Estate Consumer Total
Allowance for loan losses
Beginning balance $ 16575 $ 2072 $ 3390 $ 1 2255 $ 3545 $ 3057 $ 40895
Provision for credit losses (1 945) 1981 5370 (3859) 193 1 228 2967
Loans charged-off (1 1 039) ( 1 717) (4247) (2632) (475) (994) (211 04)
Recoveries 2 833 _llsect 200 __sectQ __fil1_ 3 562
Total ending allowance balance $_JJA23 L2A28 $_A79j_ $ 5 955 $ 3 323 $ 26 320
Commercial Commercial Real Estate Real Estate Non-owner Owner Residential
December 31 2013 Construction Commercial Occu12ied 0CCUQied Real Estate Consumer Total
Allowance for loan losses
Beginning balance $17755 $ 4168 $ 1 3052 $ 18109 $ 3317 $ 2805 $ 59206
Provision for credit losses 6401 (724) (839) 2310 742 861 8751
Loans charged-off (7635) (1472) (1 0720) (8237) (515) (659) (29238)
Recoveries _M __jQQ ---1sectfil 74 __ 1 -2Q --2J1sect Total ending allowance balance $16 57S $2J)72 $ 3 390 $ 12 256 L351s UD57 $ 40 895
Commercial Commercial Real Estate Real Estate Non-owner Owner Residential
December 31 2012 Construction Commercial Occu12ied 0CCUQied Real Estate Consumer Total
Allowance for loan losses
Beginning balance $13016 $ 3214 $ 5275 $ 11620 $ 1975 $ 1860 $ 36960
Provision for credit losses 791 6 4614 8620 6815 3149 2270 33384
Loans charged-off (6354) (3937) (917) (401) (1841) (1362) (14812)
Recoveries ---11lZ _____fl_ 74 75 ___M ___E 3 674
Total ending allowance balance $1L155 $A1fill iil3 052 gt rn ms $ 3 3JZ $ 2 605 $ 59 206
20
STANDARD BANCSHARES INC AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (in thousands except share data)
Note 4 - Loans (Continued)
The following tables present the balance of the allowance for loan losses and the recorded investment in loans by portfolio segment and based on impairment method
December 31 201 4
Allowance for Joan losses
Ending balance individually evaluated for impainnent
Ending balance collectively evaluated for impainnent
Total ending allowance
Loans Ending balance individually evaluated
for impainnent Ending balance collectively evaluated
for impainnent
Total ending loan balances
Oecember 31 2013
Allowance for loan losses
Ending balance individually evaluated for impainnent
Ending balance collectively evaluated for impainnent
Total ending allowance
Loans Ending balance individually evaluated
for impainnent Ending balance collectively evaluated
for impainnent
Total ending Joan balances
Construction
s 5136
1 287
_$ 6 423
$ 20252
90 091
$jj0 343
Construction
$ 14662
1 913
_$ J6 szs
$ 35249
1 05 045
S140 29plusmn
Commercial
$ 601
1 827
_$ 2 428
$ 871
448470
$449 34j
Commercial
$ 461
1 6 1 1
$ 2 OZ2
$ 2294
322604
$32plusmn 888
2 1
Commercial Real Estate Non-owner Occupied
$ 1 373
3 41 8
$ 4Z9J
$ 1 5345
411 698
$427 043
Commercial Real Estate Non-owner Occupied
$ 1 865
1 525
$ 3 390
$ 1 5176
404 599
$4J9 ZZ5
Commercial Real Estate
Owner Occupied
$ 5 1 6
5 449
_$ 5 965
$ 6706
562563
$569 269
Commercial Real Estate
Owner Occupied
$ 3331
8 925
$ j2 256
$ 1 7201
533699
$550 900
Residential Real Estate
$ 1 665
1 658
$ 3 323
$ 5795
1 1 2817
$118 612
Residential Real Estate
$ 1 496
2 049
$ 3 545
$ 3799
1 1 3 544
S1H 343
Consumer Total
s 2 160 s 1 1 451
1 230 14 869
_$ 3 GO $ 76320
s 4377 $ 53346
92689 1 71 8328
_$ 97 066 $j Vj 674
Consumer Total
s 1 334 $ 23149
1 723 17 746
$ 3 057 $ 40 895
$ 3592 $ 77311
1 0 5072 1 584 563
S10B 664 S1 661 8Z4
STANDARD BANCSHARES INC AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (in thousands except share data)
Note 4 - Loans (Continued)
The following tables present loans individually evaluated for impairment by class of loans
Unpaid Allowance for Average Principal Recorded Loan Losses Recorded
December 31 2014 Balance Investment Allocated Investment
Wrth no related allowance recorded Construction $1 4349 $ 2200 $ $ 2824
Commercial 1 866 266 623
Commercial real estate non-owner occupied 12128 1 0392 1 1 282
Commercial real estate owner occupied 1 0541 3771 3617
Residential real estate 999 999 1 1 58
Consumer 2 557 ____1MQ --- -----1m Subtotal $42440 $1 91 87 _$ __
- $20780
With an allowance recorded
Construction $24344 $1 8052 $5 136 $27023
Commercial 605 605 601 1 498
Commercial real estate non-owner occupied 7149 4953 1 373 4132
Commercial real estate owner occupied 3163 2935 5 1 6 8607
Residential real estate 4796 4796 1 665 3736
Consumer _____bill_ _____bill_ ____lJ_sectQ 2 997
Subtotal $42875 $34159 $1 1 451 $47993
Construction $38693 $20252 $5136 $29847
Commercial 2471 871 601 2121
Commercial real estate non-owner occupied 1 9277 1 5345 1 373 1 5414
Commercial real estate owner occupied 1 3704 6706 5 1 6 1 2224
Residential real estate 5795 5795 1 665 4894
Consumer 5 375 4 377 ____lJ_sectQ 4 273
Total $1U51 S6JUL1
22
Interest Income
Recognized
$ 460
69
361 2 1 9
5 1
___g $ 11 92
$ 325 1 1
72
1 1 5
1 20
$ 676
$ 785
80
433
334
1 71
-----2i $1 868
STANDARD BANCSHARES INC AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (in thousands except share data)
Note 4 - Loans (Continued)
Unpaid Allowance for Average Interest
Principal Recorded Loan Losses Recorded Income December 31 201 3 Balance Investment Allocated Investment Recognized
With no related allowance recorded Construction $ 3440 $ 2790 $ $ 6783 $ 1 5
Commercial 1 761 1 761 1 828 76
Commercial real estate non-owner occupied 9051 9051 1 0068 410
Commercial real estate owner occupied 3664 341 3 1 368 84
Residential real estate 1 284 1 284 1 254 26
Consumer 1 477 ------1Jn --- ____1dQsect_ ___2Q Subtotal $20677 $1 9426 L____ $22809 LJill
With an allowance recorded
Construction $41 71 0 $32459 $1 4662 $32 188 $ 671
Commercial 533 533 461 499 6
Commercial real estate non-owner occupied 6125 6125 1 865 1 1 128 45
Commercial real estate owner occupied 20172 1 3788 3331 1451 6 318
Residential real estate 25 1 5 251 5 1 496 2170 1 01
Consumer 2 465 2 465 Subtotal $73520 $57885 $23149 $62354 llill
Construction $45150 $35249 $14662 $38971 $ 686 Commercial 2294 2294 461 2327 82
Commercial real estate non-owner occupied 1 5176 1 5176 1 865 21 1 96 455
Commercial real estate owner occupied 23836 17201 3331 15884 402
Residential real estate 3799 3799 1 496 3424 1 27
Consumer 3 942 3592 3 361 ___sectpound Total $M1_9Z $77 311 $23 149 $ll_5_1fill $1 814
23
STANDARD BANCSHARES INC AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (in thousands except share data)
Note 4 - Loans (Continued)
Unpaid Allowance for Average Interest
Principal Recorded Loan Losses Recorded Income December 31 2012 Balance I nvestment Allocated I nvestment Recognized
With no related allowance recorded Construction $ 2712 $ 1 819 $ $ 3600 $ 346
Commercial 1 763 1 410 1 931 7
Commercial real estate non-owner occupied 1 448 1 448 2451 1 5
Commercial real estate owner occupied 2238 2238 9805 60
Residential real estate
Consumer ---1Jlllli - ---1Jm --- ---
Subtotal $1 0056 $ 741 3 L___ $1 9690
With an allowance recorded Construction $43737 $ 39645 $12359 $45048 $ 455
Commercial 270 270 271 276
Commercial real estate non-owner occupied 27925 27489 1 1 777 20670 709
Commercial real estate owner occupied 4584 4584 1 782 4252 88
Residential real estate 3824 1 622 802 3842 88
Consumer 2885 ____LlQsect ______lQg Subtotal $83225 $ 7481 6 $27300 $76986 $ 1 373
Construction $46449 $41 464 $1 2359 $48648 $ 801 Commercial 2033 1 680 271 2207 7
Commercial real estate non-owner occupied 29373 28937 1 1 777 23121 724
Commercial real estate owner occupied 6822 6822 1 782 14057 148
Residential real estate 3824 1 622 802 3842 88
Consumer 4 780 1 704 ______lQg _isectQ1 ___TI Total Sfil281 $R222_9_
Interest income recognized includes interest accrued and collected on the outstanding balances of accruing impaired loans as well as interest cash collections on non-accruing loans and impaired loans for which the ultimate collectability of principal is not certain
24
STANDARD BANCSHARES INC AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (in thousands except share data)
Note 4 - Loans (Continued)
The following is an analysis of the age of the recorded investment in past due and nonaccrual Joans
December 31 2014
Construction
Commercial Commercial real estate
non-owner occupied Commercial real estate
owner occupied Residential real estate
Consumer
Total
December 31 201 3
Construction
Commercial Commercial real estate
non-owner occupied Commercial real estate
owner occupied
Residential real estate
Consumer
Total
Credit Qu ality Indicators
30-59 days
$ 398
714
122 726
1 457
30-59 days
$
1 89
41
61
907
_____sectQl_ $2 061
90 days or more past
due and 60-89 days accruing
$ 72 $
1 53
290 533
1 1 5 944 1 5
_filsect ___fil_ S2115 $_Z1fi
90 days or more past due and
60-89 days occruing
$ 672 $
66
770
395 1 9
886 248
-11sect _____sect $2 907 $_3j_Q
Total Past Current Non-accrual Due Loans Total
$20252 $20722 $ 89621 $ 1 1 0343
871 1 738 447603 449341
7291 81 1 4 41 8929 427043
26 1 2 2849 566420 569269 6424 8109 1 1 0503 1 1 861 2
4 039 6235 90 831 97 066
$41 489_ $1 723 907 $1 V1 674
Total Past Current Non-accrual Due Loans Total
$1 7361 $18033 $ 1 22261 $ 1 40294
479 734 324164 324898
6230 7041 412734 41 9775
131 08 13583 537317 550900
551 8 7559 1 09784 1 1 7343
4 1 76 5200 1 03 464 1 08 664
$52 150 $1 609 724 $1 661 874
The Company categorized its non-homogenous Joans into risk categories based on relevant information about the ability of borrowers to service the debt such as among other factor$ current financial information historical payment experience credit documentation public information and current economic trends The Company analyzes loans individually by classifying the Joan as to credit risk This analysis is done annually on a Joan by loan basis The Company uses the following definitions for classified risk ratings
Pass Loans classified as Pass are considered to be performing Joans that have adequate cash flow andor collateral based upon our underwriting process
Special Mention Loans classified as special mention have a potential weakness that deserves managements close attention If left uncorrected these potential weaknesses may result in deterioration of the repayment prospects for the Joan or of the institutions credit position at some future date
25
STANDARD BANCSHARES INC AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (in thousands except share data)
Note 4 - Loans (Continued)
Substandard Loans designated as substandard are inadeq uately protected by the current net worth and paying capacity of the obligor or the collateral pledged if any Loans have a wellshydefined weakness or weaknesses that jeopardize the liquidation of the debt They are characterized by the distinct possibility that the Bank will sustain some loss if the deficiencies are not corrected
Performing Not Rated Loans classified as Performing Not Rated are considered to be performing loans at the time of u nderwriting but historically ones in which we do not obtain updated financial information after the loans are originated These are generally consumer loans first mortgage home loans and home equity loans
Loans not meeting the criteria above are analyzed individually as part of the above described process and are considered to be unclassified loans Based on the most recent analysis perfornied the loan risk classifications are as follows
Special Performing December 31 2014 Pass Mention Substandard Not Rated Total
Construction $ 80127 $ 7719 $ 21249 $ 1 248 $ 1 1 0343
Commercial 442867 4915 1 559 449341
Commercial real estate non-owner occupied 399762 1 8880 8401 427043
Commercial real estate owner occupied 531 31 5 27295 1 0659 569269
Residential real estate 29747 1 1 9 8250 80496 1 1 8612
Consumer 8 91 0 312 5 939 81 905 97 066
Total $1 192 728 $ 59240 $ 56 057 SJ63 649 S1 ZZJ 6H
Special Performing December31 2013 Pass Mention S ubstandard Not Rated Total
Construction $ 90330 $ 9396 $ 37394 $ 3174 $ 1 40294
Commercial 309074 1 0445 4489 890 324898
Commercial real estate non-owner occupied 400738 10570 8467 419775
Commercial real estate owner occupied 502095 1 0840 37965 550900
Residential real estate 3567pound 1 09 7881 73677 1 17 343
Consumer 9 099 -----1fill 7 828 89 826 1 08664
Total SJ 47 OJ2 M32Z1 $104 021 S167 567 $1 661 871
The Bank considers the performance of the loan portfolio and its impact on the allowance for loan losses For residential and consumer loan classes the Bank evaluates credit q uality based on the payment and aging status of the loan Payment status is reviewed on a q uarterly basis with respect to determining adequacy of the allowance for Joan losses
26
STAN DARD BANCSHARES INC AND SUBSI DIARIES
NOTES TO CONSOLI DATED FI NANCIAL STATEMENTS (in thousands except share data)
Note 4 - Loans (Continued)
Tro ubled Debt Restructurings (TOR)
Loans classified as TD Rs totaled $1 8541 as of December 31 201 4 of which $1 5665 were performing and $2876 were on non-accrual loans classified as TDRs totaled $1 8095 as of December 31 201 3 of which $1 6596 were performing and $1 499 were on non-accrual
The Bank has allocated $1 797 and $ 1 3 1 4 in specific reserves to customers whose loan terms have been modified in troubled debt restructurings as of December 31 201 4 and 201 3 The Bank has committed to lend additional amounts of $45 and $26 as of December 31 201 4 and 201 3 to customers with outstanding loans that are considered to be troubled debt restructurings These loans involved the restructuring of terms to allow customers to mitigate the risk of foreclosure or default by meeting a lower loan payment requirement based upon their current cash flow These may also include loans that renewed at existing contractual rates but below market rates for comparable credit For commercial loans these m odifications typically include a lowering of the interest rate on the loan In some cases the modification will include separating the note into two notes with the first note structured to be supported by current cash flows and collateral and the second note made for the remaining unsecured debt The second note is charged off immediately and collected only after the first note is paid in full This modification type is commonly referred to as an A-B note structure For consumer mortgage loans the restructuring typically includes a lowering of the interest rate to provide payment and cash flow relief For each restructuring a comprehensive credit underwriting analysis of the borrowers financial condition and prospects of repayment under the revised terms is performed to assess whether the structure can be successful and that cash flows will be sufficient to support the restructured debt Anmiddot analysis is also performed to determine whether U1e restructured loan should be on accrual status Generally if the loan is on accrual at the time of restructure it will remain on accrual after the restructuring In some cases a nonaccrual loan may be placed on accrual at restructuring if the loans actual payment h istory demonstrates it would have cash flowed under the restructured terms After six consecutive payments under the restructured terms a nonaccrual restructured loan is reviewed for possible upgrade to accruing status
As with other impaired loans an al lowance for loan loss is estimated for each TOR based on the most likely source of repayment for each loan For impaired loans secured by real estate that are collateral dependent the allowance is computed based on the fair value of the underlying collateral For impaired loans where repayment is expected from cash flows from business operations the allowance is computed based on a discounted cash flow computation
27
STANDARD BANCSHARES INC AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (in thousands except share data)
Note 4 - Loans (Continued)
Troub led Debt Restructurings (TOR) (Continued)
The following table presents loans by c lass modified as troubled debt restructurings that occurred during the years ended December 31 2014 and 2013
Pre- Post-modification modification
Number outstanding outstanding 2014 of loans recorded recorded
investment investment Construction 1 $ 706 $ 813 Commercial real estate owner occupied 2 483 564 Residential real estate 3 1206 1 206 Consumer 5 563 563
Total 11 $2958 $3146
2013 Commercial real estate non-owner occupied 3 $14371 $ 8 670 Commercial real estate owner occupied 3 3505 3581 Commercial 2 1758 1804 Residential real estate 1 403 403
Total 9 $20037 $1 4458
The troubled debt restructurings modified in 2014 and 2013 described above increased the allowance for credft losses by $784 and $317 and did not result in any post-modification charge offs during the years ended December 31 2014 and 2013 respectively
28
STAN DARD BANCSHARES I NC AND SUBSIDIARI ES
NOTES TO CONSOLI DATED FI NANCIAL STATEMENTS (in thousands except share data)
Note 4 - Loans (Continued)
Tro uble d Debt R estructurings TOR ) (Continued)
The following table presents troubled debt restructurings by class and type of modification that occurred during the years ended December 31 2014 and 2013
AB Note Rate Restructure Reduction
2014 Construction $ $ -
Commercial real estate owner occupied 48
Residential Real Estate Consumer 218
Total $ $266
AIB Note Rate Restructure Reduction
2013 Commercial real estate non-
owner occupied $13901 $ 470 Commercial real estate
owner occupied 3073 Commercial 1758 Residential Real Estate 403
Total $13901 $5704
29
Rate Reduction
To Pay amp Advance Taxes of Funds
$ $ 706
435
$435 $ 706
Rate Reduction
To Pay amp Advance Taxes of Funds
$ $
432
$432 $
I nterest Only
Period
$
1206 345
$1551
I nterest Only
Period
$
$
Total
$706
483 1206
563 $2958
Total
$14371
3505 1758
403 $20037
STANDARD BANCSHARES I NC AND SUBSI DIARIES
NOTES TO CONSOLI DATED FINANCIAL STATEMENTS (in thousands except share data)
Note 4 - Loans (Continued)
Troubled Deb t Restru cturings (TOR) (Continued)
The following table presents loans by class modified as troubled debt restructurings for which there was a payment default within twelve months fol lowing the modification during the year ended December 3 1 2014 There were no payment defaults within twelve months following the modification during the year ended December 31 201 3
2014 Commercial
N umber of loans
1
Recorded Investment
$1 600
The troubled debt restructurings that subsequently defaulted in 2014 described above increased the allowance for credit losses by $233 during the year ended December 31 2014 In 2013 there were no troubled debt restructurings for which there was a payment default within twelve months following the modification The troubled debt restructurings resulted in $1600 of charge offs during the year ended December 31 201 4 The troubled debt restructurings did not result in any charge offs during the year ended 2013
Note 5 - Mortgage Servicing Rights
Following is a summary of the activity for mortgage servicing rights
Beginning balance Costs capitalized Accumulated amortization
Ending balance
2014 $ 2726
544 (835)
$ 2 435
2013 $ 2169
1 339 (782)
$ 2 726
2012 $ 1525
1434 (790)
$ 2 169
The aggregate fair value of mortgage servicing rights is based on fundamental analysis and the present value of expected future cash inflows In estimating fair value assumptions have been made regarding prepayment default and interest rates Mortgage servicing rights do not trade in an active market with readily observable prices The Company uses an independent third party to determine the fair value of mortgage servicing rights by estimating the fair value of the future cash flows associated with the mortgage loans being serviced Key economic assumptions used in measuring the fair value of mortgage servicing rights include but are not limited to prepayment speeds discount rates delinquencies and costs to service
A fair market estimate was completed by an independent third party in November 201 4 to determine the amount at which the asset could be exchanged in a current transaction between willing parties other than in a forced liquidation or sale Fair value was estimated based in part on the discounted future cash flows estimated to be received The evaluation used a discount rate for each pool of loan servicing rights which is intended to represent the estimated market yield and estimated cash flow for each pool of servicing rights by utilizing an assumed prepayment speed based on the characteristics of each pool No assurance can be given that the actual prepayments will conform to the prepayment speeds assumed The calculated fair value was compared to market values where possible to ascertain the reasonableness of the valuation in relation to the current market expectations
Mortgage servicing rights outstanding Estimated fair value as a percentage of loans serviced Principal value of loans serviced Estimated fair value of servicing rights outstanding
30
201 4 $ 2435
083 $394217 $ 3272
201 3 $ 2726
083 $382221 $ 3 1 72
STANDARD BANCSHARES INC AND SUBSIDIARIES
NOTES TO CONSOLI DATED FINANCIAL STATEMENTS (in thousands except share data)
Note 6 - Premises and Equipment
Major classifications of these assets are summarized as follows
Land Bank premises Furniture and equipment
Accumulated depreciation Premises and equipment - net
2014 $ 21 699
58 179 31 388
1 1 1 266 (50352)
$ 609 14
201 3 $ 2361 0
69 1 33 44467
1 3721 0 (71 428)
$ 65782
Depreciation expense amounted to $3479 $3668 and $3949 in 2014 201 3 and 2012 respectively_
The Company sold land buildings and vehicles for total proceeds of $1 824 $2 and $1 8 resulting in gross gains on sales of $49 1 $1 and $ 1 8 in the years ending December 3 1 2014 201 3 and 201 2 respectively
In December 2014 the Company signed a definitive agreement to enter into a sale-leaseback of land and buildings for two of its locations The Company designated $ 1 462 of premises as held for sale No write-down was taken at the time of transfer as the assets were anticipated to be sold at a gain In February 2015 the Company closed on a transaction a portion of the gain on sale was recognized in non-interest income The remaining gain was deferred and will be amortized into non-interest income over the lease term
Note 7 - Other Real Estate Owned
Activity in other real estate owned is summarized as followsmiddot
Beginning balance Acquired through or in lieu of foreclosure Proceeds from sales Gain (loss) on sales Write down on other real estate owned
Ending Balance
2014 $ 1 2 930
6 035 (2004)
426 ( 1 1 54)
$1 6233
2013 $1 6896
3 912 (51 35)
170 (2913)
$1 2930
201 2 $ 1 1 496
1 2 1 08 (4096)
(1 36) (2476)
$ 1 6 896
Operating expenses associated with other real estate owned net of write-downs on other real estate owned were $498 $1 96 and $976 in 2014 201 3 and 201 2 respectively
Note 8 - Intangibles
Core deposits Accumulated amortization Core deposits net
2014 2013
$ 8946 (7798)
$ 1 148
$ 8946 (7 1 05)
$ 1 841
Amortization expense amounted to $693 $789 and $885 in 2014 2013 and 20 12 respectively Core deposit intangibles are amortized over an estimated life of fifteen years
middot----- l n-201-2-the-Gompany-reGorded-a-ful l-write-down-of-$239g7-of-goodwill-as-it-was-determined-t0-be--shy
impaired_
3 1
STAN DARD BANCSHARES INC AND SUBSI DIARIES
NOTES TO CONSOLI DATED FI NANCIAL STATEMENTS (in thousands except share data)
Note 9 - Bank Owned Life Insurance
The Bank acquired life insurance policies through prior bank acquisitions and by direct purchase At December 3 1 2014 and 2013 the cash surrender value of these policies was $48470 and $47033 respectively No additional l ife insurance was purchased during 2014 or 2013
Note 10 - Deposits
Deposits at December 3 1 2014 and 2013 by major category are as follows
Demand deposits Non-interest-bearing Interest-bearing
Total demand deposits Savings deposits Time deposits Brokered deposits
Total deposits
2014
$ 612646 492 799
1 1 05445 374142 405857 1 08 1 28
$1 993 572
201 3
$ 536325 525 145
1 061 470 36341 8 427815
66 402
$1 91 9 1 05
The aggregate amount of deposits reclassified as loans (overdrafts) amounted to $2548 and $2781 at December 3 1 2014 and 201 3 respectively
Time deposits that met or exceed the FDIC insurance limit of $250 at year-end 201 4 and 2013 were $1 1 0 1 77 and $92681 respectively
At December 3 1 2014 scheduled maturities of certificates of deposit including brokered deposits are as follows
201 5 2016 2017 201 8 201 9 2020 and thereafter
$408455 65585 1 9838
9830 1 0277
$513 985
Deposits from related parties totaled $33614 and $32595 at December 31 2014 and 201 3 respectively
32
STANDARD BANCSHARES INC AND SU BSI DIARIES
NOTES TO CONSOLI DATED FINANCIAL STATEMENTS (in thousands except share data)
Note 1 1 - Advances from Federal Home Loan Bank
There were no outstanding advances with the Federal Home Loan Bank at December 3 1 201 3 The indebtedness to the Federal Home Loan Bank at December 3 1 2014 was $1 5000 consisting of the following fixed rate advances
Due Date
June 27 201 6 June 27 201 6
Total advances
I nterest Rate
057 057
2014
$1 3000 2 000
$1 5 000
Al l advances and letters of credit from the Federal Home Loan Bank (FHLB) were secured by a g eneral lien on qualifying commercial real estate residential mortgages and home equity loans of the Bank Each advance is payable at its maturity date with a prepayment penalty for fixed rate advances Letters of credit outstanding from the FHLB totaled $3872 and $41 946 at year-end 2014 and 201 3 respectively The advances and letters of credit were collateralized by $679990 of commercial real estate and mortgage loans in 2014 and $203845 of mortgage loans under a blanket lien arrangement at year-end 2013 Based on this collateral and the Companys holdings of FHLB stock the Company was eligible to borrow up to a total of $26951 3 at year-end 2014
Note 1 2 - Other I ncome
Other income consists of the following
Gain (loss) on sale of other real estate owned Gain on sale of premises and equipment Debit cardATM fees Trust feesBrokerage Fees Loan fees and commissions Cash management Bank Owned Life Insurance income Miscellaneous income
Total other income
33
2014
$ 426 491
28 1 8 2533
658 2641 1 437
921
lll 1 925
201 3 201 2
$ 1 70 $ ( 1 36) 1 1 8
2935 2829 2364 1 927
680 932 2286 2020 1 437 1 469 1 267 886
ll1 1 1 40 ll 9 945
STANDARD BANCSHARES INC AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (in thousands except share data)
Note 1 3 - Employee Benefit Plans
Profit Sharing
The Companys bank subsidiary maintains a defined contribution 401 (k) Plan Under terms of the Plan employees meeting age and service requirements may elect to have their compensation reduced and have that amount contributed to the Plan as a salary deferral contribution The Bank at its discretion may make a matching contribution to the Plan equal to a u niform percentage of the salary deferral contributions Apart from any matching contribution the Bank may also make a separate discretionary contribution to the Plan The final liability for matching contributions if any is determined after yearshyend requiring the Bank to estimate its discretionary contribution expense at year end Contribution expense recorded by the Bank amounted to approximately $ 1 1 79 $1 254 and $ 1 685 for 2014 201 3 and 201 2 respectively
Non-Qualified Plan
The Bank maintains a non-qualified deferred compensation plan for a select group of management and employees as determined by the Board of Directors Annual awards if any are based o n preshyestablished performance criteria which are communicated to eligible employees Benefits under the Plan vest after a five year period The liability under the Plan was $403 and $503 as of December 3 1 2014 and 201 3 respectively There was n o expense recorded in 2014 2013 o r 2012
Non qualified Sto ck Option Plan
Pursuant to the Capital Raise Investment Agreements on February 1 2 20 1 3 the Board of Directors of the Company adopted the Standard Bancshares Inc Stock Option Incentive Plan to be effective immediately after the Closing of the capital raise (please refer to Note 21 ) Pursuant to the Stock Option Incentive Plan the Compensation Committee of the Board of Directors of the Company is authorized to grant Incentive Stock Option awards Nonqualified Stock Option awards or a combination thereof to certain officers directors consultants or employees of the Company or any of its Subsidiaries or Affiliates aggregating up to 5402524 shares of the Companys common stock
The option price per share of stock purchasable under a stock option shall not be less than 1 00 of the fair market value of the common stock on the day of the grant Stock option vesting is based o n two components 1 ) a time vested option that vests over four years one fourth on each of the first four anniversaries from the option grant date and 2) a performance vested option that vests if there is an exit event resulting in the investor actually realizing an internal rate of return (RR) greater than or equal to 1 2 based on their original investment of $465 per share on February 22 201 3 Vesting is subject to acceleration in certain circumstances The options will expire if not exercised within 1 0 years of the
middot
date of grant and under certain other (employment) circumstances
The fair value of options granted was estimated on the date of grant using the Black Scholes optionsshypricing model using the assumptions noted in the table and commentary below The risk free rate of return is based on the constant maturity yield of a US Treasury note with a fixed rate term of 1 0 years at date of grant The volatility rate is derived from historical index values of publicly-traded commercial banks with assets between $1 and $5 billion Index values of comparably sized companies were used as a proxy because the Companys common stock is not exchange-listed and there is not an active trading market for the common stock The dividend yield assumption is based o n the Companys expected dividend payouts
34
STANDARD BANCSHARES INC AND SUBSIDIARI ES
NOTES TO CONSOLIDATED FI NANCIAL STATEMENTS (in thousands except share data)
Note 1 3 - Employee Benefit Plans (Continued)
Risk free rate of return
2014 20 1 3
275 1 97 Time remaining until expiration of the options Volatility rate
1 O years 1 0 years 1 392 1 587
Dividend yield 000 000
A summary of the activity in the non-qualified stock option plan for 2014 follows Weighted Average
Weighted Remaining Average Contractual
Number of Exercise Term Time Vested Stock Options Shares Price (in years)
2014 Outstanding at beginning of year 1 46651 5 $ 465 915
Granted 1 1 701 95 515 916 Exercised
Expired
Forfeited (23545) 494 870
Outstanding at end of year 2613 165 $ 487 860
Exercisable at end of year 366629 $ 465 815
2013 Outstanding at beginning of year $ Granted 1 466515 465 9 15 Exercised
Expired
Forfeited
Outstanding at end of year 1 465515 $ 465 9 15
Exercisable a t end o f year $
Aggregate Intrinsic Value
$ 1 1 1 8
$ 238
$ 733
$
The weighted average fair value of time vested options granted during 201 4 and 201 3 was $1 21 and $1 3 2 per option respectively
35
STANDARD BANCSHARES INC AND SUBSIDIARI ES
NOTES TO CONSOLIDATED FI NANCIAL STATEMENTS (in thousands except share data)
Note 1 3 - Employee Benefit Plans (Continued)
Performance Vested Stock Options 2014 Outstanding at beginning of year
Granted
Exercised
Expired
Forfeited
Outstanding at end of year
Exercisable at end of year
2013 Outstanding at beginning of year
Granted
Exercised
Expired
Forfeited
Outstanding at end of year
Exercisable at end of year
1 466515
1 170195
(26909)
2609801
1 465515
1 465515
$ 465
515
490
$ 487
$
$ 465
$ 465
$
91 5
91 6
864
860
g_1 5
91 5
$ 1 1 1 8
$
$ 733
$
The weighted average fair value of performance vested options granted during 201 4 and 201 3 was $040 for each year
Time Ve ste d O ption s
The Company recognized $782 and $44 I of stock-based compensation expense related to the granting of time vested stock options for the years ended December 20 14 and 2013 respectively There were no time vested options granted in 2012
As of December 3 1 201 4 there was $2 1 30 of total unrecognized compensation cost related to nonshyvestediime vested options granted underthe Plan The unrecognized cost is expected to be recognized over a weighted-average period of 26 years
Performan ce Veste d O ption s
The value of the performance vested options is a function of 1 ) the likelihood of a n Exit Event and 2) the likelihood of that Exit Event achieving the 1 2 IRR threshold These weighted average probabilities are then m ultiplied by the full value of a time vested option to derive the value of the performance options
The valuation methodology for the performance vested options involved ihree separate analysis
I Sale of control analysis 2 Initial public offering analysis 3 Remain private analysis
There was no expense recorded in 201 4 and 201 3 related to the performance vested options
There were no performance vested options granted in 201 2
36
STANDARD BANCSHARES INC AND SUBSIDIARI ES
N OTES TO CONSOLI DATED FI NANCIAL STATEMENTS (in thousands except share data)
Note 1 3 - Employee Benefit Plans (Continued)
As of December 3 1 2014 there was $1 059 of total unrecognized compensation cost related to nonshyvested performance vested options granted under the Plan The cost is expected to be recognized when it is determined that it is probable that a qualifying Exit Event will occur
Note 1 4 - Commitments
Operating Leases
The Bank leases property at various branch locations unde r terms that are considered to be an operating lease The leases expire in various years through 2020 Office rent expense was $728 $875 and $919 for 2014 2013 and 2012 respectively
Other Co mmitments
The Bank has a contract with a computer seNice company that expires in 201 6 Data processing expense was $2729 $2746 and $2424 for 201 4 201 3 and 2012 respectively
Annual future minimum payments for these agreements are as follows
Note 1 5 - Income Taxes
Year ending December 31 201 5 201 6 2017 20 1 8 201 9 2020 and thereafter
$3037 2884
394 203 1 26
1 6 $6 660
The components of the provision (benefit) for income taxes are as follows
Current Deferred Total Tax Expense (Benefit)
2014 $ 3494
7 1 62 $ 1 0656
201 3 $ 2373
3425 $ 5798
2012 $ 1 306
(6928) $ (5622)
The effective tax rate differs from the federal statutory rate primarily due to the following
Tax at statutory federal income tax rate Tax exempt interest income State income taxes net of federal benefit BOLi income Meals and entertainment Non-deductible expenses Goodwill impairment
201 4
$8483 (133) 1 5 1 6 (486)
77 76
Stock settled rights expense 639
201 3 $ 4750
(82) 766
(486) 84
1 02
2012 $(1 2371 )
(1 08) (866) (500)
79 80
8 1 55
O th enet--=====48=====664=--====(-l --
$1 0656 $ 5798 $ (5622)
37
STANDARD BANCSHARES INC AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (in thousands except share data)
Note 1 5 - Income Taxes (Continued)
The net deferred tax asset included at December 31 2014 and 2013 consists of the following
2014 201 3 Gross deferred tax assets
Allowance for loan losses $19212 $23305 Other real estate owned 2866 49 1 6 Non-accrual loan interest 4064 3 991 State net operating loss 1 835 2358 Accrued compensation 1 938 1 471 Depreciation 1 387 1 412 FNMA amp FHLMC preferred stock 1 270 1 270 Other assets 271 434
Total gross deferred tax assets $32843 $39 157
Gross deferred tax liabilities Purchase accounting adjustments $ 1 069 $ 1 282 Mortgage servicing rights 946 1 060 Unrealized gainloss on AFS securities 1 1 9 692 Other liabilities 1 306 1 31
Total gross deferred tax liabilities $ 3440 $ 3 165
Net deferred tax asset $29403 $35992
At December 31 2014 the Company has $33929 of Illinois net operating loss carryforwards expiring in 2025 and $2330 Indiana net operating Joss expiring in 2025 and 2026 which will be available to reduce future taxable income
The Company does not expect the total amount of unrecognized tax benefrts to significantly change in the next twelve months The Company recognized no interest andor penalties related to tax matters in tax expense
The Company and its subsidiaries are subject to US federal income tax as well as income tax of the state of Illinois and Indiana The Company is no longer subject to examination by taxing authorities for years before 201 0
3 8
STAN DARD BANCSHARES INC AND SUBSIDIARIES
NOTES TO CONSOLI DATED FI NANCIAL STATEMENTS (in thousands except share data)
Note 1 6 - Contingent Liabilities and Commitments
The Company does not reflect in its financial statements various commitments and contingent liabilities which arise in the normal course of business and which involve elements of credit risk interest rate risk and liquidity risk These commitments and contingent liabilities are commitments to extend credit commercial letters of credit and standby letters of credit A summary of the Banks commitments and contingent liabilities at December 31 is as follows
Commitments to extend credit under Unused commercial and other lines of credit Unused equity lines of credit Standby letters of credit
2014 201 3
$262907 46 125 42041
$234893 52905 40284
Commitments to extend credit commercial letters of credit and standby letters of credit a l l include exposure to some credit loss in the event of nonperformance of the customer The Banks credit policies and procedures for credit commitments and financial guarantees are the same as those for extension of credit that are recorded on the consolidated balance sheet Because these instruments have fixed maturity dates and because many of them expire without being drawn upon they do not generally present any significant liquidity risk to the Bank The Bank has not incurred any significant losses on its commitments in either 2014 201 3 or 2012
The Bank is party to litigation and claims arising in the normal course of business Management after consultation with legal counsel believes that the liabilities if any arising from such litigation and claims will not be material to the Companys consolidated financial position
Note 1 7 - Derivatives
D erivative contracts entered into by the Company are limited to those that are treated as non-designated derivative instruments The Company provides customers with interest rate swap transactions and offsets the transactions with interest rate swap transactions with inter-bank dealer counterparties as a means of offering risk management solutions to customers As ofDecember 3 1 2014 there were $6006 outstanding in notional values of swaps where the Company pays a variable rate of interest and the customer pays a fixed rate of interest This position is offset with counterparty contracts where the Company pays a fixed rate of interest and receives a floating rate of interest The estimated fair value of interest rate swaps was recorded as an asset of $207 and as a liability of $214 as of December 31 2014 Swaps with customers and inter-bank dealer counterparties are carried at fair value with adjustments recorded in other income The net effect of fai r value adjustments running through the income statement was immaterial during the year ended December 31 2014 There were no interest rate swap derivatives as of December 3 1 2013
3 9
STANDARD BANCSHARES I NC AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (in thousands except share data)
Note 1 8 - Financial I nstruments Fair Value Disclosure
The fair value measurement accounting Hterature establishes a fair value hierarchy which requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value The standard describes three levels of inputs that may be used to measure fair value
1 Level 1 - Unadjusted quoted mariltet prices in active markets that are accessible at the measurement date for identical unrestricted assets
2 Level 2 - Significant other observable inputs other than Level 1 prices such as quoted market prices for similar assets and liabilities quoted prices in markets that are not active or other inputs that a re observable or can be corroborated by observable market data
3 Level 3 - Signlficant unobservable inputs that reflect a reporting entitys own assumptions about the assumptions that mariltet participants would use in pricing an asset o r liability
A financial instruments level within the fair value hierarchy is based on the lowest level of input that is significant to the fair value measurement
Fair values of assets measured on a recurring basis at December 3 1 2014 and 2013 are as follows
De ce mbe r31 2014 Financial Assets
Securities available-for-sale US government sponsored entities and agencies Mortgage-backed securities - residential Equity securities
Total securities available-for-sale
Derivatives
Financial Liabilities
Derivatives
De ce mbe r 31 2013 Financial Assets Securities available-for-sale
US government sponsored entities and agencies Mortgage-backed secu rities - residential Equity securities
Total securities available-for-sale
Fair Value
$1 46307 3668 4 41 9
$1 54 394
$ 207
$ 214
$ 1 24431 1 2203
2 954 $ 1 39 588
Fair Value Measurements Usin1 Quoted Significant P rices Other
in Active Observable Markets Inputs (Level 1 ) (Level 2)
$
392 $ 392
$ -
$ -
$
$1 46307 3668 4 027
$1 54 002
$ 207
$ 2 1 4
$ 1 24431 12203 1 984
$1 38 61 8
Significant Unobservable
Inputs (Level 3)
$
$
$
$
$
$
As of December 31 2014 and 2013 there were no transfers between levels
40
STANDARD BANCSHARES I NC AND SUBSI DIARIES
NOTES TO CONSOLI DATED FI NANCIAL STATEMENTS (in thousands except share data)
Note 1 8 - Financial I nstruments Fair Value Disclosure (Continued)
The fair values of marketable equity securities available-for-sale are generally determined by quoted market prices in active markets for each specific security (Level 1 measurement inputs) If Level 1 measurement inputs are not available for a marketable equity security the fair value is determined by the quoted market price of a similar security traded in an active market (Level 2 measurement inputs)
The fair values of debt securities available-for-sale are generally determined by matrix pricing which is a mathematical technique widely used in the industry to value debt securities without relying exclusively on quoted market prices for the specific securities b ut rather by relying on the securities relationship to other benchmark quoted securities (Level 2 measurement inputs)
Derivative s
The fair value of derivatives are based o n valuation models using observable market data a s of the measurement date (Level 2) Our derivatives are traded in an over-the-counter market where quoted market prices are not always available Therefore the fair values of derivatives are detenmined using quantitative models that utilized multiple market inputs The inputs will vary based on type of derivative but could include interest rates prices and indices to generate continuous yield or pricing curves prepayment rates and volatility factors to value the position The majority of market inputs are actively quoted and can be validated through external sources including brokers market transactions and thirdshyparty pricing services
Fair values of assets measured on a nonrecurring basis are as follows
Oe ce mbe r31 2014 Other real estate owned net Impaired loans Loans held for sale Mortgage servicing rights
De ce mbe r 31 2013 Other real estate owned net Impaired loans Loans held for sale Mortgage servicing rights
Fair Value
$ 1 6233 41 895
8274 2435
$12 930 54 1 62
5408 2726
Fair Value Measurements Using Quoted Significant Prices Other
in Active Observable Markets Inputs (Level 1 ) (Level 2)
$ $
8274
$ - $
5408
Significant Unobservable
Inputs (Level 3)
$ 1 6233 41 895
2435
$1 2930 541 62
2726
Other real estate owned are initially recorded at fair value less costs to sell when acquired and are subsequently measured at the lower of cost or fair value less estimated costs to sell Fair values are based on third party appraisals of the property or internal valuations on smaller properties using comparable market data and various external resources resulting in a level 3 classification When the carrying value exceeds the fair value less costs to sell an impairment loss is recognized
The fair value of impaired loans secured by real estate with specific allocations of the allowance for loan --------- 1osses-is-generally-based-on--recent-real-estate-appraisals-or-internal-valuations-on-smaller-prnperties--shy
using comparable market data and various external resources These appraisals may utilize a single
41
STANDARD BANCSHARES INC AND SUBSI DIARIES
NOTES TO CONSOLI DATED FI NANCIAL STATEMENTS (in thousands except share data)
Note 1 8 - Financial Instruments Fair Value Disclosure (Continued)
valuation approach or a combination of approaches including comparable sales and the income approach resulting in a level 3 classification
Loans held for sale are carried at the lower of cost or fair value which is evaluated on a pool-level basis The fair value of loans held for sale is determined using quoted prices for similar assets adjusted for specific attributes of that loan or other observable market data such as outstanding commitments from third party investors resulting in a level 2 classification
The Company records its mortgage servicing rights at fair value and includes them in other assets in the Consolidated Balance Sheets Mortgage servicing rights do not trade in an active market with readily observable prices Fair value is based on market process for comparable mortgage servicing contracts when available or alternatively is based on a valuation model that calculates the present value of estimated future net servicing income Key economic assumptions used in measuring fair value of mortgage servicing rights at December 31 2014 included prepayment speeds maturities and discount rates While market based data is used to determine the assumptions the Company incorporates its own estimates of the assumptions market participants would use in determining the fair value of mortgage servicing rights which results in a level 3 classification
De cembe r 31 2014 Assets Cash and cash equivalents Securities held-to-maturity Securities available-for-sale Loans - net Loans held for sale Federal Home Loan Bank stock at cost Accrued interest receivable Derivatives
Liabilities
Deposits Federal Home Loan Bank advances Accrued interest payable Derivatives
De ce mbe r 31 2013 Assets
Cash and cash equivalents Securities held-to-maturity Securities available-for-sale Loans - net Loans held for sale Federal Home Loan Bank stock at cost Accrued interest receivable
Liabi lities Deposits Accrued interest payable
42
Carrying Value
$ 1 99476 3888
1 54394 1 744331
8274 3247 59 1 9
207
$ 1 993572 1 5000
265 214
$ 234 1 83 1 762
1 39588 1 61 9995
5408 3 143 5 576
$1 91 9 1 05 286
Fair Value
$ 1 99476 3 564
1 54394 1 798279
8274 3247 591 9
207
$1 992796 1 4984
265 214
$ 234 1 83 1 41 5
1 39588 1 679668
5408 3 143 5576
$ 1 920335 286
STANDARD BANCSHARES I NC AND SUBSI DIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (in thousands except share data)
Note 1 8 - Financial I nstruments Fair Value Disclosure (Continued)
In estimating the fair value of certain assets and liabilities not previously presented the following assumptions were made
Cash and Cash Equivalents
The carrying amounts of cash and equivalents reported in the balance sheet approximate fair value
Securities
Estimated fair values of securities are based on one of three models 1 ) quoted market prices where available 2) quoted market prices for similar instruments if quoted market p rices are not available 3) unobservable data that represents the Banks assumptions about items that market participants would consider in determining the fair value where no market data is available
L oans
Fair values of loans excluding loans held for sale are estimated as follows For variable rate loans that re-price frequently and with no significant change in credit risk fair values are based on carrying values Fair values for other loans are estimated using discounted cash flow analyses using interest rates currently being offered for loans with similar terms to borrowers of similar credit quality to calculate the present value of future contractual principal and interest cash flows and discounting them back to the present using a discount rate Impaired loans are valued at the lower of cost or fair value as described previously The methods utilized to estimate the fair value of loans do not necessarily represent an exit price
The fair value of loans held for sale is estimated based upon binding contracts and quotes from third party investors
Federal Home Loan Bank (FHLB) Stock
The carrying amounts reported in the balance sheet approximate fair value
Accrued Interest Receivable I Payable
The carrying amounts reported in the balance sheet approximate fair value
Deposits
The fair values disclosed for demand deposits (eg interest and non-interest checking passbook savings and certain types of money market accounts) are by definition equal to the amount payable on demand at the reporting date (ie their carrying amount) The carrying amounts of variable rate fixed-term money market accounts and certificates of deposit approximate their fair values at the reporting Fair values for fixed rate certificates of deposit are estimated using a discounted cash flows calculation that applies interest rates currently being offered on certificates to a schedule of aggregated expected monthly maturities on time deposits
Federal Home Loan Bank Advances
The fair value of Federal Home Loan Bank advances is estimated using discounted cash flow analyses --------based-on-the-currentborrowing-rate-of-similartypes-of-advances
43
STANDARD BANCSHARES I NC AND SUBSIDIARI ES
NOTES TO CONSOLI DATED FINANCIAL STATEMENTS (in thousands except share data)
Note 1 8 - Financial I nstruments Fair Value Disclosure (Continued)
Off-balance sh eet in strum ents
Fair asset andor liability value of off-balance sheet financial instruments as described in Note 1 6 may be estimated by applying fees currently charged for comparable commitments Based upon the qual ity of these commitments and their demand in the financial market it has been assumed that there is no material difference in the estimated fair value
Note 1 9 - TARP Capital Purchase Program
On April 24 2009 the Company entered into a Letter Agreement with the United States Department of Treasury (the Treasury) pursuant to which the Company sold to the Treasury 6000 shares of the Companys Fixed Rate Cumulative Perpetual P referred Stock Series A for $60 million and a warrant to acquire $3 million of Fixed Rate Cumulative Perpetual P referred Stock Series B for a nominal exercise price Immediately upon consummation of the closing the Treasury exercised the warrant and acquired the Series B Preferred Stock The Preferred Stock Series A qualified as Tier 1 capital and paid cumulative dividends q uarterly at a rate of 5 per annum The P referred Stock Series B qualified as Tier 1 capital and paid cumulative dividends quarterly at a rate of 9 per annum The difference between the initial carrying value that was allocated to the Series B Preferred Stock and its redemption value of $3 million will be charged to retained earnings (with a corresponding increase in the carrying value of the Series B Preferred Stock) over the first five years of the contract as an adjustment to the dividend yield using the level yield method During 201 1 the Company elected to suspend dividend payments For the year ended December 31 2012 total dividends of $3462 had been declared but not paid On February 22 201 3 1 3548387 of common shares were issued to the US Treasury in exchange for the $60 million and $3 million of Fixed Rate Cumulative Preferred Stock Series A and Series B respectively The Treasury subsequently sold those shares to institutional investors at $465 per share In addition the Company paid $6 million of dividends to the Treasury which included 1 00 of past due dividends and dividends due through February 22 2013
Note 20 - Regulatory Matters
The Companys primary source of cash is dividends received from its subsidiary bank The subsidiary bank is subject to certain restrictions on the amount of dividends that it may declare without prior regulatory approva L In addition the dividends declared cannot be in excess of the amount which would cause the subsidiary bank to fall below the minimum required for capital adequacy purposes
Banks and bank holding companies are subject to regulatory capital requirements administered by federal banking agencies Capital adequacy guidelines and additionally for banks prompt corrective action regulations involve quantitative measures of assets liabilities and certain off-balance-sheet items calculated under reg ulatory accounting practices Capital amounts and classifications are also subject to qualitative judgments by regulators Failure to meet capital requirements can initiate regulatory action Management believes as of December 3 1 2014 the Company and Bank meet al l capital adequacy requirements to which they are subject
Prompt corrective action regulations provide five classifications well capitalized adequately capitalized undercapitalized significantly u ndercapitalized and critically undercapitaized although these terms are not used to represent overall financial condition If adequately capitalized regu latory approval is required to accept brokered deposits If undercapitalized capital distributions are limited as is asset growth and expansion and capital restoration p lans are required At year-end 201 4 and 2013 the most recent reg ulatory notifications categorized the Bank as well capitalized under the regulatory framework for prompt corrective action There are no conditions or events since that notification that management believes have changed the institutions category
44
STAN DARD BANCSHARES I NC AND SUBSI DIARI ES
NOTES TO CONSOLIDATED FI NANCIAL STATEMENTS (in thousands except share data)
Note 20 - Regulatory Matters (Continued)
The Banks actual and required capital amounts and ratios are as follows
To Be Well Capitalized U nder
For Capital Prompt Corrective Actual Adeguac[ Puqoses Action Provisions
Amount Ratio Amount Ratio Amount Ratio As of December 31 2014 Total Capital
(to risk-based assets) Company $271 785 143 $ 152226 80 NA NA Bank 269993 1 42 1 52229 80 $1 90286 1 00
Tier I Capital (to risk-based assets) Company 247887 1 30 76 1 1 3 40 NA NA Bank 246093 129 761 14 40 1 14 171 60
Tier I Capital (to average assets) Company 247887 1 08 92 1 26 240 NA NA Bank 246 093 1 07 92 1 09 240 1 1 5 1 36 2 5 0
As of December 31 2013 Total Capital
(to risk-based assets) Company $246213 1 38 $142344 280 NA NA Bank 244607 1 38 1 42 170 280 $ 1 77713 2100
Tier I Capital (to risk-based assets) Company 223444 126 71 1 72 240 NA NIA Bank 221 838 1 25 71 085 240 1 06628 2 60
Tier I Capital (to average assets) Company 223444 1 03 86430 240 NIA NA Bank 221 838 1 03 86450 240 1 08 063 2 50
45
STANDARD BANCSHARES INC AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (in thousands except share data)
Note 21 - Capital Management
The overall objectives of the Companys capital management are to have the availability of sufficient capital to support loan deposit and other asset and liability g rowth and to maintain capital to absorb unforeseen losses or write-downs that are inherent in the business risk associated within the banking industry The Company seeks to balance the need for higher capital levels to address growth and unforeseen risks and the goal to achieve an adequate return on capital invested
In July 201 3 the federal banking agencies issued a final rule revising the regulatory capital rules applicable to most national banks and federal savings associations as well as their holding companies generally beginning on January 1 201 5 The rule implements the Basel Committees December 201 O framework known as Basel I l l for strengthening the international capital standards as wel l as certain p rovisions of the Dodd-Frank Act The final ru le implements a revised definition of regu latory capita l a new common equity Tier 1 minimum capital requirement of 450 and a higher minimum Tier 1 capital requirement of 600 (which is an increase from 400) Under the final rule the total capital ratio remains at 800 and the minimum leverage ratio is 400
Additionally under the final rule in order to avoid l imitations on capital distributions including dividend payments and certain discretionary bonus payments to executive officers a banking organization must hold a 25 capital conservation buffer composed of common equity Tier 1 capital above its minimum risk-based capital requirements The b uffer is measured relative to risk-weighted assets The final rule also enhances risk sensitivity and addresses weaknesses identified by the regulators over recent years with the measure of risk-weighted assets
The new minimum capital requirements will b e effective for the Company on January 1 201 5 whereas the capital conservation buffer and the deductions from common equity Tier 1 capital phase in over time beginning on January 1 201 6
Capital Raise
On February 22 201 3 Standard Bancshares Inc completed its recapitalization by issuing 29864795 shares of common stock at $465 per share for gross proceeds of $ 1 389 million 1 3 548387 of the common shares were issued to the US Treasury (the Treasury) in exchange for the $63 million of Fixed Rate Cumulative Preferred Shares Series A and B The Treasury subsequently sold those shares to I nstitutional Investors at $465 per share An additional 16 316408 of common shares were issued to Institutional Investors and private investors Of the aggregate 29864795 common shares issued 1 9430750 are voting shares and 1 0434045 are mm-voting shares
In conjunction with the recapitalization the Articles of Incorporation of the Company were amended to authorize 20000000 shares of preferred stock at $001 par value No preferred stock has been issued as of December 31 2014
Sto ck Settled Rights (SSRs)
On February 22 201 3 in connection with the recapitalization of the Company the Board of Directors distributed as a dividend in kind 7293407 Stock Settled Rights (SSRs) to the holders of the Common Stock as of the Record Date (November 5 2012) The number of SSRs issued is equal to the product of (i) 03888 and (ii) 18757921 the number Common Shares outstanding as of the Record Date The estimated fair value of the SSRs completed by an independent third party as of September 30 2014 and February 22 201 3 was determined to be approximately $026 per SSR or $1 880 and approximately $021 per SSR or $1 532 respectively Expense recorded related to the SSRs was $1 880 in 2014 No expense was recorded in 201 3
46
STANDARD BANCSHARES INC AND SUBSI DIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (in thousands except share data)
Note 21 - Capital Management (Continued)
Stock Settled Rights (SSRs) (Continued)
The SSRs are structured as common stock dividends to be paid to certain common shareholders of the Company under specific conditions The amount of common stock to be distributed is determined by a formula that considers among other things the value of the outstanding common stock at the Settlement Date Settlement Date is defined as the earlier of (i) the date a liquidity event (an I POrecapitalization or a sale of control) occurs during the term of the SSRs and (ii) the SSR Expiration Date (February 22 201 8) The SSRs will be exercised based on the value of the common shares at that time subject to the Settlement Rate formula
The Accretion Rate is a component of the Settlement Rate It is either an middotannual rate of 80 or 120 with the value determined by the cum ulative economic losses that occur in the loan portfolio from June 30 201 1 to the time the SSRs are settled
On the Settlement Date the Company shall determine the number of shares of Common Stock issuable upon the settlement of an SSR The Settlement Rate shall be calculated based on a formula that considers among other factors the value per share of the common stock on a fully diluted basis reduced by the accretion rate with that number divided by the value per share of common stock on a fully diluted basis
If the Settlement Rate is greater than zero the Company shall issue and deliver to each of the SSR Holders a number of shares of Common Stock equal to the product of (i) the Settlement Rate multiplied by (ii) the number of SSRs held by such H older as reflected in the SSR register as of the close of business on the last Business Day prior to such Settlement Date
In connection with the occurrence of a Liquidity Event on or prior to the Expiration Date the Board of Directors may at its option and in its sole discretion order the redemption and the Company may redeem the SSRs in whole or in part at the redemption price per SSR based on a formula that considers the price per share of Common Stock at which the Company is valued on a fully diluted basis in connection with such Liquidity Event as determined in good faith by the Independent Committee plus a l l cash dividends paid oil the common stock from the date of issuance of the SSRs less $465 accreting on a daily basis at the Accretion Rate
The Company hired an independent third party firm to value the SSRs The following variables were taken into consideration when deriving a value for the SS Rs
1 ) The probability of a liquidity event (sale of control or PO) during the term of the SS Rs 2) The Accretion Rate assigned to the Settlement Rate of the SSRs 3) The estimated value of the Companys common stock at the earlier of a) a liquidity event or b)
the SSR Expiration Date (February 22 201 8) 4) The type of liquidity event that might occur 5) Future value parameters including a) tangible common book value b) earnings and c) market
conditions
The valuation of the common shares at the Settlement Date will depend on the Companys financial condition and the market pricing of financial institution stock both on a stand-alone basis and on a sale of control basis at that time
47
STANDARD BANCSHARES I NC AND SUBSIDIARI ES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (in thousands except share data)
Note 22 - Condensed Financial Statements
The Company was incorporated in I l linois on February 23 1 982 The Company accounts for its investment in subsidiaries under the equity method Under this method the investment is recorded at cost adjusted for the subsidiaries undistributed net income (loss) Presented below are the condensed financial statements of Standard Bancshares I nc (Parent Company Only)
Assets Cash Investment in subsidiaries Other assets
Total assets
CONDENSED BALANCE SH EETS DECEMBER 31 2014 AND 2013
Liabilities and shareholders equity Other liabilities Total stockholders equity
Total liabilities amp stockholders equity
2014 $ 4 163
264242 328
$268733
$ 2685 266048
$268733
CON DENSED STATEMENTS O F I N COME YEARS ENDED D ECEMBER 31 201 4 201 3 AND 201 2
2014 I ncome
Other income $
Expenses 2909 Loss before income taxes and equity in undistributed
earnings of subsidiaries (2909) Income tax benefit 88
Loss before equity in undistributed earnings of subsidiaries (2821)
Equity in undistributed earnings (loss) of subsidiaries 1 7 1 1 5
Net income (loss) 1 4294 Preferred dividends and discount accretion on preferred shares
Net income (loss) applicable to common shareholders $1 4294
48
201 3 $ 2 1 95
248 090 1 944
$252229
$ 322 251 907
$252229
201 3 201 2
$ $ 1
1 747 8539
(1 747) (8538) 291 1 0 1 7
(1 456) (7521) 9 629 (23241) 8 173 (30762) 1 1 24 4090
$ 7049 $(34852)
STAN DARD BANCSHARES INC AND SUBSIDIARIES
NOTES TO CONSOLIDATED FI NANCIAL STATEMENTS (in thousands except share data)
Note 22 - Condensed Financial Statements (Continued)
CONDENSE D STATEMENTS OF CASH FLOWS YEARS ENDED DECEMBER 31 2014 201 3 AND 201 2
Cash flows from operating activities Net income (loss)
Adjustments Equity in undistributed net (income) loss of subsidiaries Amortization Stock based compensation expense ( Increase) decrease in other assets Increase (decrease) in other liabilities
Net cash provided by (used in) operating activities Cash flows from financing activities
Issuance of common stock net of issuance costs Capital contribution to Standard Bank Repayment of note payable Cash Dividends
N et cash provided by financing activities
Net increase (decrease) in cash
Cash - beginning of year
Cash - end of year middot
Supplemental schedule of non-cash financing activities Change in par value on common stock Exchange of preferred stock to common stock
49
2014
$ 1 4294
( 17 1 1 5) 28
782 1 616 2363 1 968
1 968
2 1 95
$ 4 163
$ $
201 3
$ 8 1 73
(9629) 29
441 1 872
(4273) (3387)
68598 (41 500) ( 16 1 00)
(6026) 4972
1 585
6 1 0
$ 2 1 95
$ 4277 $63000
201 2
$(30762)
23241 6 1 67
( 1908) 2 043
( 1 2 1 9)
( 1 2 1 9)
1 829
$ 6 1 0
$ $
FORM FR Y-6
STANDARD BANCSHARES INC
Hickory Hills Illinois Year Ending Dccember31 2014
REPORT ITEM
1 The BHC Is not registered with the SEC Coples of the Annual Report Nil be sent undersepirate cover when completed
2a Organization Chart fo Standard BallCShares Inc
I THE BOULEVARD INC
SL John Indiana 100
JnCQrporated in Indiana
2b Branch Verification
STANDARD BANCSHARES INC Hickory Hills Illinois Jncorporateltl In Illinois
STANDARD BANKAND TRUST COMPANY Hickory Hills llllnois
Incorporated In lllnols 100
I STANDARD REDEVELOPMENT INC
Hickory Hills Illinois 100
Incorporated in Illinois
(Not subject to Y-10 reporting ) Code 91 CE - Liquidation Of debts previously contracted
The branch and lax-kl flStings were emailed to branch revieW on 223115
3 (1) As ofyear-end
Name and Address
Trident SBI Holdings lP Greeffilidl CT
Robert E Gallagher Sr Trust John D Gallagher Trustee Palos Heights IL
The Gallagher Standard Bancshares TR Timolhy J GaJagheuror Trustee Hickory Hitls IL
Pantheon Standard LP San Francisco CA
CohesVe Capital Parners LP New York NY W Capital Partners II LP NewYork NY
Couritrlt of Citizenship or lncorooratlon Number and Percentage Of Voting Serurtties
USA 5662194- 1483
USA 5516086 - 1444
USA 4382666 - 1 t47
USA 3762128-985
USA 2 150537 - S63
USA 2 150537 - 563
Note llle shares in the Robert E Gallagher Sr Tr are voted on by John D Gallagher Director of Standard Bank Tue shares Jn the Gallager Standard Bancshares Tr are voted on by Timolhy J Gallagher Director of Standard Bank
3 (2) OtherSharehofors oat listed in Section 3 (1) above that held more than 5 during the year
None
Resuhs A Ilse of branches forvour holdln1 company STANDARD 8ANCSHARES INC (1245590) or HICKORY HILLS IL
The d1ta are n of 12312014 Data re II Kb information tlat wu received aod processed throuah 01072015
Rconcill1Uon and Vc1Uon St I DI 1 In the DIH Action column of each br111Ch row enter one or mort of the actioru specified below
2 If required enter the date In the Ettcttve Olte column
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Chi nee If the bndl Information Is Incorrect Of Incomplete revt the data enter Chance In the Dita Action column ind the d11te when this infOfmation first became v1lid In the Effective Ote column
am If a bnch listed was sold or clowd enterOose In tht Dita Action column and the s1e or dosured11te In the EtfectW Olte colurm
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If prntln1 this list you m1y need to adjust your page Utup In MS E11ce1 Try using landscape orientation page sollria andor legal sized paper
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Note To satisfy the FR Y-10 reportln1 requirements YoU must tiho submit FR Y-10 Domestic Branth Schedules for each branch with a Data Actlon of Olan1e Close Delete or Add
Thbull FR Y-10 report may be submitted 1n a hardcopy format or 11ia the FR Ymiddot10 OnH11e application middot httpsylOonllnefederalrerve1ov
bull FDtC UNINUM Office Number and ID_RSSO co1unvu ara for reference only Verification of these values is not required
- - 8nch Suvlce Type Branch 10 RSSO ia- terNeme Street Address City
ok FuUServltefHud Officel 19730 STAN OARD BANK ANO TRUST COMPANY 7800 WEST 9STH STREET HICKORY HILLS
ok Full Service 3202168 BOLINGBROOK BRANCH 282 NORTH WEBER ROAD BOLINGBROOK
ok Limited Strvce 4126065 CALUMET CITY 1968 SIBLEY BOULEVARD CALUMET CITY
FullSetvke 3309928 CLARK STREET 8RANOi 3747 NORnt CLARK STREET atlCAGO
ok FullServiett 474339 EWING BRANOf 10635 SOUTH EWING AVENUE CHICAGO
ok Full Servtce 2079925 HEGWISCH BRANCH 13336 SOUTH BALTIMORE AVENUE CHICAGO
ok limited Se-rvke 20817)5 SOUnt DERRING FACILITY 10535 SOVTH TORRENCE AVENUE CHICAGO
Full Service 4099271 THOREK BRANOi 836 WEST IRVING PARK ROAD OUCAGO
ok Full Service 2121280 COAL CITY BRANot 20 SOUTH KANKAKEE COAlCITY
full Service 2809038 EVERGREEN PARK BRANCH 2400 WEST 95TH STREET EVUtGREEN PARK
ok Full Service 3188909 FRANKFORT BRANCH 19997 LA GRANGE ROAD FRANKFORT
Full5etvice 810436 CiARONERBRANCJ1 118 DEPOT STREET GARDNER
ok FultSrvlct 3188897 JOLIET ampRANCJ1 2398 ESSINGTON ROAO JOLIET
Full Service 3439553 LOClCPORT BRANCH 16545 WEST 159TH STREET LOCKPORT
ok Full Service 290931 LYONSlST AVENUE BRANCH 8601 OGDEN AVENUE LYONS
ok Full Service 3671504 MINOOKA BRANCH 515 WESTUS ROUTE 6 MINOOKA
ok LlmltcServfce 2111338 MOAAIS LISBON BRANCH 1433 USBON STREET MORRIS
ok Full Servkt 2809010 MORRIS ROUTE 6 BRANCH 1111 WEST US ROUTpound 6 MORRIS
Ful1 Servlct 2809047 NAPERVILLE BRANCH 1607 NORTH AURORA ROAD NAPERVILLE
ok full 5ervfce 2809056 NEW LENOX BRANCH 456 NELSON ROAD NEW LENOX
Full sMce 2103129 OAK FOREST BRANOf 15901 SOUTH CENTRAL AVENUE OAX FOREST
ok Full SeMct 3490255 OAK LAWN lllTH BRANOf 4700 WEST 111TH STREET OAK LAWN
ok Full Sfrvlce 2096717 OAK LAWN 95TH BRANCH 4001 WEST 95TH STREET OAK LAWN
ok Full Service 2295538 ORLAND PARK BRANCH lSCXJO SOUTH WOLF ROAD ORLAND PARt
State VpCode
IL 60457
IL 60440
IL 60409
IL E06H
IL 00617
IL 0063
IL 00617
IL 60613
IL 60416
IL 60805
IL 6042
IL 60424
IL 60435
IL 60441
IL 60534
I L 60447
IL 60450
IL 60450
IL 60563
IL 60451
IL 60452
IL 60453
IL 60453
IL 60467
County CawN FDICUNINUM Offb Numberbull Haad otfice Head Office 10 RSSD Comments
COOK UNITEO STATES 10748 0 STANOARO BANK ANO TRUST COMPANY 19730
Will UN ITED STATES 419532 34 STANDARD BANK ANO TRUST COMPANY 19730
COOK UNITED STATES 510611 44 STANDARD BANK AND TRUST COMPANY 19730
COOK UNITpound0 STATES 429662 35 STANDARD BANK ANO TRUST COMPANY 19730
COOK UNITED STATES 12089 18 STANDARD BANK AND TRUST COMPANY 73ltgt
COOK UNITED STATES 244100 20 STANDARD BANK ANO TRUST COMPANY 19730
COOK UNITED STATES 244099 19 STANDARD BANK ANO TRUST COMPANY 19730
COOK UNITED STATpoundS 510612 4S STANDARD BANKANDTRUSTCOMPANV 1973ltgt
GRUNDY UNITED STATES 263852 17 STANDARD SANK AND TRUST COMPANY 730
COOK UNITED STATES 13875 4 STAN OARD BANK AND TRUST COMPANY 19730
Will UNITED STATES 357237 15 STAN OARD BANK AND TRUST COMPANY 19730
GRUNDY UNITED STATES 7234 1 STAN DARO BANK ANO TRUST COMPANY 19730
Will UNITED STATES 238ASA 13 STANDARD BANK ANO TRUST COMPANY 19730
Will UNlTEO STATES 450324 38 STAN OARD BANK AND TRUST COMPANY 19730
COOK UNITED STATES 10912 22 STANDARD BANK ANO TRUST COMPANY 19730
GRUNDY UNITED STATES 465426 42 STANDARD BANK AND TRUST COMPANY 1973ltgt
GRUNDY UNITED STATES 266774 16 STANDARD BANK ANO TRUST COMPANY 1730
GRUNDY UNITED STATES 2243S6 10 STANDARD BANK AND TRUST COMPANY 19730
OU PAGE UNITED STATES 238451 6 STANDARD BANK ANO TRUST COMPANY 19730
Will UNITED STATpoundS 238452 11 STAN OARD BANK ANO TRUST COMPANY 19730
COOK UNTED STATES 244101 21 STANDARD BANK AND TRUST COMPANY 19730
COOK UNITED STATES 441863 36 STANDARD BANK AND TRUST COMPANY 19730
COOK UNITED STATES 238447 1 STANDARD BANK AND TRUST COMPANY 19730
COOK UNITED STATES 238450 5 STANDARD BANt AND TRUST COMPANY 19730
ok Fullrvke 2100379 PALOS 11HH BfANOl 11901 SOUTHWEST HIGHWAY PALOSPARIC ll 00464 COOK UNITED STATES 238448 2 STAN DARO BANK AND TRUST COMPANY 19730
ok rulSltVice 2427544 PALOS lllST BRANCH 9700WEST lllST STREET PALOS PARK ll 00464 COOK UNlTEOSTATES 238449 3 STAN DARO BANK AND TRUST COMPANY 19730
ot llmtedSrvke 3490273 NORTH RIVERSIDE BRANCH BJSOWEST CERMAK ROAD RlvtRSlDE ll COOK UNITED STATES 441864 37 STANDARD BANK AND TRUST COMPANY 19730
ot FuLServke 3202171 SHOREWOOD BRANOl 970 BROOK FOREST AVENUE SHOREWOOD It - t UNITED STATES 419531 33 STANDARD BANICANDTRUSTCOMPANY 19730
ok FulSrvlee 3188918 VILLA PARK BfWIOi 1 WESrRoostVrlTROAD VlltAPARIC It 50181 OUPAGE UNITED STATES 238455 14 STANDARDBANKANDTRUSTCOMPANY 19730
ok FulSrvke WllMINGTON BRANCH lOOSSOUTH WATER STREET WILMINGTON It 004 lt UNITED STATES 238453 12 STANDARD BANK AND TRUST COMPANY 19730
ok Fulfrvk 3197031 CHESTERTON BRANCH middot 755 JNDIAN BOUNDARY ROAD OIESTERTON IN PORTER UNITEDSTAlES 275664 32 STANDARD BANK AND TRUST COMPANY 19730
ok ruUrvic 2161D17 EASTCHCAGO BRANCH 4518 lNOANAPOUS BOULEVARD EAST CHICAGO IN 46312 lAKE UNITEDSTAlES 29 STANDARDSANKANDTRUSTCOMPANY 19730
ok Fulrvk 4913n HAMMOND BRANCH 1007 CALUMET AVENUE HAMMOND IN 46324 AKE UNITEDSTAlES 42227 30 STANDARD BANK AND TRUST COMPANY 19730
Fulrvlc 2161D3S HIGHtAND BRANCH 2930 RIDGE ROAD HIGHLAND IN 46322 UNITEOSTAlES 275659 27 STANDARD BANK AND lRUST COMP AN I 19730
ot Futtsrvke 2161044 LOWHl BRANCH 2090 EAST COMMERICALAVENUE LOWELL IN 463Sfgt21r AKE ONITEDSTAlES 275661 28 STANDARD BANK ANDTRUSTCOMPANI 19730
ok Full Srvlce 3439562 MERRlllVlllE BRANCH 579WESTUNCOlN HIGHWAY MERRlllVlllE IN 46410 AKE ONlEO STATES 450325 39 STANDARD BANK AND TRUST COMPANI 19730
ok Full Srvice 453712 SAINT JOHN BRANCH 9321 WICKER AVENUE SAINT JOHN IN 46373middot00 AKE ONtlEDSTATES 42414 26 STANDARD BANK AND rnusr COMPANY 19730
middot
Report ttem 4 Directors and Office (1) Name amp Address
J-Ohn R Barber New York NY
Christopher Doody Ne-vYork NY
1pound1 Pnncipal Occupation [rtmiddotrmiddotwittl BHC
Mariaging Partner eohesiVe ea pita I
Princlpal Storm Point Capital
(3) (bull) TrtiePosition with BHC Diredor
Director
FORM FR Y-9
STANDARD BANCSHARES INC Fiscal YearEnding Decttmber3112014
(3) lb) ltlePosition wffi1 Subsidiaries
NIA
NIA
(3) (c TrtlePosltlon wttn otherbuslne$es
Managtng Partner Cohesive Capital
Principal Stone Point Ciipitit
bull Stone Point ls the manager of the TriOOnt funds which are investment entities that own 25 or morn of the outstanding voting seairities orinlerests in various companles Mr Doody ls an ernployee and officer of Stone Point and is oo deemed to contror S1oria Point or the Trldent Funds He is not a principal securities holder of Stone Point or the Trident Funds The invstmenl committees of the Trident Funds are responsible for voting the shares or such companies and Mr Doody is not a member of the investment committees of the Trident Fonds A sctiedule of such companies in which U1e Trident funds hnve invested is available upon request
John o Gallagher Ortand Park IL
Managing Genera[ Partner OfdlarU Hill Bldg Co
Director Dior-standarU Bank
Managin9 GenerBi Partner Orchard HlllmiddotB1dg Co President Ordiard Hm Building Co Inc
Managing Member Qnhard Hill Construction LLC
Managing Membelt Austin Construction Co bull LLC
Presdenl Bougton Development Co
President ennStructildeg Co lnc
Prestdenl middot Farmingdare Development eomiddot
middotana9in middotRa -middot middot fariTijngdre _Mittwo middot
Pldciit_ _ Fam1r9dale Utilify Co_
Managing Partner Frtz91erald Lad lnvestment Ptshp
(4) a) 1w of Voting Shares in BHC
563
middot1483
14450
(4)(o) (4) (b) Names of othfr companitts 4 of Voting (if 25 ormorl voting Shares in Subs securities a held
NIA
NIA
NIA
NIA
NIA
NIA
NIA
NIA
NIA
NIA
Dryden Cons1rudioo Co Inc 100
NIA
NIA
NIA
Frtzgerald Land Investment Plshp 25
(1) Name amp Mdlt=
John D Gallagher CJriand Pru IL
(2) Principal rbull _ BHC1
(3) (b) TdfePosition wiU1 SubsXfiarics
(J)(c TrtiePttSition wTUi other buslncssts
Trustee-Vote 100 Galla171ormiddot Henr)Tnisl
- Gallagher amp Henry Inc
Prumlaquo GaDaQhef Parloecs LP GB4 Jnc
Managing Partner Gl6mwod DevelopmElnt Co
Managmjl farlnelt Heruy Co Managmo Hermann Umd Investment Ptshp
Managing- Kolarlrugtd I lgthp Preltldeot Kokast -kimes Inc
PreSdenl Coo$trixtioo middotmiddot nc
- -MiAdams 400 Investment Ptshp
Msoagir(Q Partner Meifefl1 id lnpoundiiini _Pthp Managing Partner sr middotGod 1nVeslmoo Pbhp Managiog Partnef
-LampftPtshp TruSt6e
ThOGalfaghmiddotorSliujiini middot Trust
(4) (bull) of Voting Shares in BHC
(4) (b) of Voting Shares In SUbs
Names of other companies frf 25 degmom voting securiDes arn heJd NIA
NIA
NIA
NIA
NIA
NIA
NIA
Hennarm Lnnd Investment Ptshp 25
K6irland lovStrnerrlPiStip 25 NIA
NIA
NIA
Laod lNeStrnloi PlShp 25
df1li3 lfjJrlvtrpnt PWiP 25
Land l hp 25
e(Lao1fl PtShp 25_-xmiddotmiddot middot
standard tWesTrust 25 middot
(1) Name amp Address
Tnnothy J GsJlaghet Burr Ridge IL
(2) Principal Occupation [d other than with BHC)
(J) (a) TrltePosifion wtth BHC
(3)(b) TdiePosffion wittl Subskfcuies
OlaHrnan of the Board
(J) (c) TitlePosition with other businees
PreOOeot Brittany Glen Homeownoc l=gtc Suffield Woods Homeowner Assoc FanntngdaJe Viage Com Assoc fumlogdale Vdlage Com Assoc 2 Misty Meadoyenr Homeowner Assoc 1ltings1on Hills liomeOMler Assoc Gallagheramp Henrys Condos Goodiogs Grove Assoc Ganaghcr amp Heruys Goocfings Grove Umbretia Assoc Farmingdale Vil Cooos of Woodridge Homeowner Assoc Radc5ffe rtMe TOvlfflhomes Assoc
BNC OWnefs Assodatioo
Boughton Woodward Commenial Center LLC su-lgle MembeltUC- GB4 i5 member
Union Poirrte Investors Uc Sing1e MemberlLC- Union PcWe Oevclopmeot Co b member
Uoion POOte Buadlog Venture 1lLC Union 00rt lnvestorn LlC ts member Union Pofrrte Buikfing Venlilre 112 LLC Unton Point nveslor lLC is member
Union Pointe Boikfing Venture 3 LLC Union Poinl lnveslors UC is member
standgtnJ Bank -ALm1 Construction Co LlC
Pminlaquo Frtzyerald Lnnd Investment Pbttp
(lt)(bull) ofVotlng Shares in BHC
11520
(4) (b) ofVotiog Shares in Subs
NIA
Names of other companies (If 25 or l1XgtflJ voting securities aro held
NIA NIA NIA NIA NIA NIA NIA WA NIA NIA NIA
WA
NIA
WA
WA
NIA
NIA
WA
NIA
NIA
NIA
WA
WA
(1) =
Timothy J GJJbghctshyBorr Ridge IL
(2) Principal (if oUJef than wtth BHC)
3 (a) TitlePosition wilh BHC (3) 1c) Trtielosilion with other businesses ampcretuy amp Henry Inc
_ GieoMXgtd Developmeot Co
Partner Hermann Land Investment Pt5hp KOOr land Investment Ptstip
Secret3y Kolcast Homes loo
__ Koamp Construction Co Inc
Secrebgty Ordnrd Hin Buikfing Co Inc
Pa1nelt srrvb land 1ovestrnent Pshp -Smotelt Land Investment Ptshp Trustee- Vote 100 The Gollagher stmdafd
Trust
-- uruoo Pointe Development Co
lt4)(a) ofVotiog Shares in BHC
(4) (b) of Voting Shares In Sobs
tfamos of othcreomnk (lf25 ormoro vo6ng sccuritios arc held
NIA
NIA
NIA
Hennano Land Investment Ptshp 25
Kolar land Investment Pshp 25
NIA
NIA
NIA
Maas Land Investment Ptshp 25
McAdams Iand lnv=tmeni Plshp 25
Medema land lnvestme111 Ptshp 25
NIA
NIA
NIA
Slivka land Investment Plshp 25
SmoterUmd I Ptshp 25
Unkio Pointe Devdopmcot Co 25
(11 (21 Pl (a) 3 (b) 3) c) 4 (a) (4)b) Names of othelt com pan Name amp Adqross princi Occupation TJdcPositiorl TJHePositiorl TrticPosIDon of Voting of Voting [If 25 or mon voting
(if other than with Bl tc) wtth SHC with Subsidiaries with other businesses Shares In BHC Shares in Subs securities are heJd
Timothy J GaUagilet Slaquoretmy GB4 Inc SurRXgeIL GB4 lnc 251
Uoioo Polnte Bonding Venture 3 UC NIA Uoiont PoCnt lnves1ocs LLC is member
Lawraooe P Kelley NIA DirododVJCO Chaifman Oamp-edooVlce Chairman NIA 023lt))1 NIA NIA Pltullt IL PreraquoleoUCEO -0-0
standam Bank
Atampief Ko-arldt NIA DirodOlt Dirodoc NIA 0140 NIA NIA 1-fmsdak ll -
Howrd K Priess JI - deg Dirodoc Solo Pradiltgtoelt 0140 NIA NIA NapeMe IL Standard Bank
Owner White Oak Construction LlC Wh4te Oak Construction LLC 100
Robert A RoslKWt NIA Lead ndepcodeot Director oltedoc NIA D140( NIA NIA QOCago u standanl Bank
Charles E Shomo rv NIA deg Ciredor NIA 013lfI( NIA NIA Bur Ridgo IL standam Bank
Patrick J Hunt NIA _ Executive VPCFO NIA 008 NIA NIA Palos Heights IL EVPCfO standanl Bank
deg Scoltzu NIA Asst VPJAssl Asst VPAsst Secy NIA 00CXgt1 NIA NIA
Everyreen Park IL Sea-- SiandagtO Bank
STANDARD BANCSHARES INC AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS) YEARS ENDED DECEMBER 31 2014 2013 AND 2012
(in thousands)
2014
Net income (loss) $ 14294 $ Other comprehensive income (loss) net of tax
Unrealized (loss) on securities available-for-sale Unrealized holding (losses) during the period (897) Less Reclassification adjustment for gains included
in net income (loss) 611
Other comprehensive (loss) (1508)
Income tax benefit related to other comprehensive income 573
Other comprehensive (loss) after tax (935)
Comprehensive income (loss) $ 13359 $
2013
8173
(7)
(7)
3
(4)
8169
The accompanying notes are an integral part of the consolidated financial statements 5
2012
$ (30762)
(360)
(360)
136
(224)
$ (30986)
STANDARD BANCSHARES INC AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CHANGES JN SHAREHOLDERS EQUITY YEARS ENDED DECEMBER 31 2014 2013 AND 2012
(in thousands except per share data)
Accumulated Additional Other
Preferred Common Paid-In Retained Comprehensive Stock Stock Caeital Earnings Income (loss)
BALANCE JANUARY 1 2012 $ 61533 $ 4464 $ 39208 $ 103497 $ 1357
Net Joss (30762) Other comprehensive loss net of tax (224) Accretion of discount on preferred stock 627 (627) Dividends declared - preferred stock (3463)
BALANCE DECEMBER 31 2012 62160 4464 39208 68645 1133
Net income 8173 Other comprehensive Joss net of tax (4) Change in par value from 238 to 01 per share (4277) 4277 Accretion of discount on preferred stock 840 (840) Dividends declared - preferred stock (911) Preferred Stock exchanged for 13548387
shares of Common Stock (63000) 136 62864 Issued 16316408 additional shares at $465
per share less issuance cost of $7274 163 68435 Stock based compensation 441
BALANCE DECEMBER 31 2013 486 175225 75067 1129
Net income 14294 Other comprehensive loss net of tax (935) Stock based compensation 782
BALANCE DECEMBER 31 2014 $ $ 486 $ 176007 $ 89361 $ 194
The accompanying notes are an integral part of the consolidated financial statements 6
Total
$ 210059
(30762) (224)
3463)
175610
8173 (4)
(911)
68598 441
251907
14294 (935) 782
$ 266048
STANDARD BANCSHARES INC AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS YEARS ENDED DECEMBER 31 2014 2013 AND 2012
(in thousands)
Cash flows from operating activities Net income (loss) Adjustments
Depreciation and amortization Provision for credit losses Provision for deferred income taxes (Gain) loss from sales of investment securities (Accretion) amortization of (discount) premium on investment securities net Originations of loans held for sale Proceeds from sales of loans held for sale Gains from sales of originated loans held for sale (Gain) loss on sale of other real estate owned (Gain) loss from sale of premises and equipment Write down of other real estate owned Stock based compensation expense Bank owned life insurance income Goodwill impairment Net change in other assets Net change in accrued expenses and other liabilities
Net cash provided by operating activities
Cash flows from investing activities Available-for-sale securities
Proceeds from sale of investment securities Proceeds from maturities of investment securities Purchase of investment securities
Held-to-maturity securities Proceeds from maturities of investment securities Purchase of investment securities
Purchase of Federal Home Loan Bank Stock Redemption of Federal Home Loan Bank stock Net change in loans Purchases of bank premises and equipment Proceeds from sale of bank premises and equipment Proceeds from sale of other real estate owned
Net cash (used in) investing activities
Cash flows from financing activities Net change in deposits Repayment on advances from Federal Home Loan Bank Proceeds from Federal Home Loan Bank advances Repayment of note payable Issuance of common stock net of issuance costs Dividends paid - preferred stock
Net cash provided by financing activities
Net change in cash and cash equivalents Cash and cash equivalents - beginning of year
Cash and cash equivalents - end of year
Supplemental cash flow information Interest paid on deposits and other borrowings Income taxes paid
Supplemental schedule of non-cash investing and financing activities Transfer to foreclosed real estate Transfer to premises held for sale
----change-in-parvalue-on-common-stoc Exchange of preferred stock to common stock
2014
$ 14294
5007 2967 7162
(611) (3)
(101863) 100381
(1928) (426) (491)
1154 782
(1437)
339 (655)
24672
6375 97802
(119885)
312 2430)
(104)
(133338) (1406) 1824 2004
(148846)
74467
15000
89467
(34707) 234183
$ 199476
$ 4031 3736
$ 6035 1462
2013
$ 8173
5239 8751 3425
270 (162764) 162033
(2608) (170)
(1) 2913
441 (1437)
4939 (2284) 26920
35918
214
2521 (126716)
(1777) 2
5135 (84703)
135 (23466)
(16 100) 68598 (6026)
23141
(34642) 268825
$ 234183
$ 10170 274
$ 3912
427-7 63000
The accompanying notes are an integral part of the consolidated financial statements 7
2012
$ (30762)
5624 33384 (6928)
334 (205693) 216624
(3620) 136 (18)
2476
(1469) 23987
3245 4268
41588
99963 (134057)
157
12531 (47883)
(2534) 18
4096 67709)
49431 (8615)
40816
14695 254130
$ 268825
$ 9316 138
$ 12108
STANDARD BANCSHARES INC AND SUBSIDIARIES
NOTES TO CONSOLIDATED FI NANCIAL STATEMENTS (in thousands except share data)
Note 1 - Summary of Significant Accounting Policies
The accompanying financial statements are prepared in accordance with generally accepted accounting principles and conform to general practices within the banking industry A summary of the significant accounting policies follows
Nature of Operations
Standard Bancshares Inc (the Company) is a bank holding company whose principal activity is the ownership and management of its wholly-owned subsidiary Standard Bank and Trust Company (the Bank) The Bank generates commercial mortgage and consumer loans and receives deposits from customers located primarily in the Chicago Metropolitan Northwest Indiana and surrounding areas The Bank operates under a state bank charter and provides full banking services As a state bank the Bank is subject to regulation by the Illinois Department of Financial and Professional Regulation and the Federal Deposit Insurance Corporation The Bank has two whol ly-owned subsidiaries One of those subsidiaries is an insurance agency and the other holds other real estate owned and land acquired for potential future development
Principles of Consolidation
The consolidated financial statements include the accounts of Standard Bancshares I nc the Bank and its wholly-owned subsidiaries after elimination of al l material intercompany transactions and balances
Use of Estimates
To prepare financial statements in conformity with accounting principles generally accepted in the U nited States of America management makes estimates and assumptions based on available information These estimates and assumptions affect the amounts reported in the financial statements and the disclosures provided and actual results could differ The allowance for loan losses valuation of other real estate owned evaluation of other intangible assets for impairment deferred tax assets and fair values of financial instruments are particularly subject to change
Investment Securities
Debt securities are classified as held-to-maturity when the Company has the positive intent and ability to hold the securities to maturity Securities held-to-maturity are carried at amortized cost The amortization of premiums and accretion of discounts are recognized in interest income using methods approximating the interest method over the period to maturity
Debt securities not classified as held-to-maturity are classified as available-for-sale Securities availableshyfor-sale are carried at fair value with unrealized gains and losses reported in other comprehensive income Realized gains (losses) on securities available-for-sale are included in other income (expense) and when applicable are reported as a reclassification adjustment net of tax in other comprehensive income Gains and losses on sales of securities are determined on the specific-identification method
Management evaluates securities for other-than-temporary impairment (OTT) on at least a quarterly basis and more frequently when economic or market conditions warrant such an evaluation For securities in an unrealized loss position management considers the extent and duration of the unrealized loss and the financial condition and near-term prospects of the issuer Management also assesses whether it intends to sell or it is more likely than not that it will be required to sell a security in an unrealized loss position before recovery of its amortized cost basis I f either of the criteria regarding intent or requirement to sell is met the entire difference between amortized cost and fair value is recognized as impairment through earnings For debt securities that do not meet the aforementioned criteria the
8
STAN DARD BANCSHARES I NC AND SU BSI DIARIES
NOTES TO CONSOLI DATED FINANCIAL STATEMENTS (in thousands except share data)
Note 1 - Summary of Significant Accounting Policies (Continued)
Investment Securities (Continued)
amount of impairment is split into two components as follows 1) OTII related to credit loss which must be recognized in the income statement and 2) OTII related to other factors which is recognized in other comprehensive income The credit loss is defined as the difference between the present value of the cash flows expected to be collected and the amortized cost basis For equity securities the entire amount of impairment is recognized through earnings
Loans Held for Sale
Mortgage loans originated and intended for sale in the secondary market are carried at the lower of the aggregate cost or fair value as determined by outstanding commitments from investors
Mortgage loans held for sale are generally sold with servicing rights retained Gains and losses on sales of mortgage loans are based on the difference between the selling price and the carrying value of the related loan
Loans
Loans that management has the intent and ability to hold for the foreseeable future or until maturity or payoff are reported at the principal balance outstanding less origination fees - net of costs and an allowance for loan losses Interest income is accrued on the unpaid principal balance Loan origination fees net of certain direct origination costs are deferred and recognized in interest income over the respective term of the loan using the level-yield method without anticipating prepayments
Interest income on mortgage and commercial loans is generally discontinued at the time the loan is 90 days delinquent unless the loan is well-secured and in the process of collection Consumer loans are typically reviewed for charge-off no later than 120 days past due Past due status is based on the contractual terms of the loans Nonaccrual loans and loans past due 90 days still on accrual include both smaller balance homogeneous loans that are collectively evaluated for impairment and individually classified impaired loans In a l l cases loans are placed on nonaccrual or charged off at an earlier date if collection of principal or interest is considered doubtful
All interest accrued but not collected for loans that are placed on nonaccrual or charged off is reversed against interest income The interest on these loans is accounted for on the cash-basis or cost-recovery method until qualifying for return to accrual Loans are returned to accrual status when a l l the principal and interest amounts contractually due are brought current and future payments are reasonably assured
The Bank grants commercial and residential mortgage commercial and consumer loans to customers A substantial portion of the loan portfolio is represented by loans to commercial businesses generally secured by business assets and real estate throughout the Chicago Metropolitan Northwest Indiana and surrounding areas The ability of the Companys debtors to honor their contracts is dependent on the real estate and general economic conditions in this area
Allowance for Credit Losses
The allowance for credit losses is evaluated on a regular basis by management and is based upon managements periodic review of the collectability of the loans in the light of historical experience the nature and volume of the loan portfolio adverse situations that may affect the borrowers ability to repay estimated value of any underlying collateral and prevailing 0conomic conditions The al lowance for loan losses is a valuation a llowance for probable incurred credit losses increased by the provision for loan
9
STANDARD BANCSHARES INC AND SUBSI DIARIES
NOTES TO CONSOLI DATED FINANCIAL STATEMENTS (in thousands except share data)
Note 1 - Summary of Significant Accounting Policies (Continued)
Allowance for Credit Losses (Continued)
losses and recoveries and decreased by charge-off of loans Management believed the estimated allowance for loan losses to be adequate based on known and inherent risks in the portfolio past loan loss experience information about specific borrower situations estimated collateral values economic conditions and other factors Allocations of the allowance may be made for specific loans but the entire allowance is available for any loan that in managements judgment should be charged-off Loan losses are charged against the al lowance when management believes the uncollectability of the loan balance is confirmed
The allowance consists of specific and general components The specific component relates to loans that are individually classified as impaired The general component covers non-impaired loans and is based on a historical migration analysis adjusted for current qualitative environmental factors The Company maintains a loss migration analysis that tracks loan losses and recoveries based on loan type as well as the loan risk grade assignment for commercial loans During 2013 the Company chose to change its methodology for determining the general component of the reserves Previously the portfolio was segmented into four categories and used a straight line three year loss history The Company now uses a migration analysis system that segments the portfolio into six categories incorporates losses by risk grade and the impact of changes in risk grade The system looks at a charge-off and the risk g rade of that loan during the prior eight quarters and then allocates a portion of the loss to the various risk grades The system incorporates charge-offs during the last four eight quarter segments These historical loss percentages are adjusted (both upwards and downwards) for certain qualitative environmental factors including economic trends credit quality trends concentration risks quality of loan review changes in staff and external factors and other considerations This evaluation is inherently subjective as it requires estimates that are susceptible to significant revision as more information becomes available
A loan is impaired when based on current information and events it is believed to be probable that the Company will be unable to collect all amounts due according to the contractual terms of the Joan agreement Loans for which the terms have been modified with no benefit to the Company received and for which the borrower is experiencing financial difficulties are considered troubled debt restructurings (TDRs) and classified as impaired Factors considered by management in determining impairment include payment status collateral value and the probability of collecting scheduled principal and interest payments when due Loans that experience insignificant payment delays and payment shortfalls generally are not classified as impaired Management determines the significance of payment delays and payment shortfalls on a case-by-case basis taking into consideration all of the circumstances surrounding the loan and the borrower including the length of the delay the reasons for the delay the borrowers prior payment record and the amount of the shortfall in relation to the principal and interest owned The Company evaluates impaired loans individually to determine whether or not interest continues to be accrued
All loans with relationship balances exceeding $250000 and an internal risk grading of 6 or worse are evaluated for impairment Generally al l loans over $250000 and on non-accrual will be considered impaired f a loan is impaired a portion of the allowance is al located so that the Joan is reported net at the present value of estimated future cash flows using the loans existing interest rate or at the fair value of collateral less estimated costs to sell if repayment is expected solely from the collateral Large groups of smaller balance homogeneous loans such as consumer and residential real estate loans are collectively evaluated for impairment and accordingly they are not separately identified for impairment disclosures
10
STANDARD BANCSHARES INC AND SU BSIDIARIES
NOTES TO CONSOLIDATED FI NANCIAL STATEMENTS (in thousands except share data)
Note 1 - Summary of Significant Accounting Policies (Continued)
Allowance for Credit Losses (Continued)
While management uses available information to recognize losses on loans further reductions in the carrying amounts of loans may be necessary based on changes in local economic conditions In addition regulatory agencies as an integral part of their examination process periodically review the estimated losses on loans Such agencies may require the Company to recognize additional losses based on their judgments about information available to them at the time of their examination Because of these factors it is reasonably possible that the estimated losses on loans may change materially in the near term However the amount of the change that is reasonably possible cannot be estimated
Transfers of Financial Assets
Transfers of financial assets are accounted for as sales when control over the assets has been relinquished Control over transferred assets is deemed to be surrendered when the assets have been isolated from the Company the transferee obtains the right (free of conditions that constrain it from taking advantage of that right) to pledge or exchange the transferred assets and the Company does not maintain effective control over the transferred assets through an agreement to repurchase them before their maturity
Bank Premises and Equipment
Land is carried at cost Other premises and equipment are carried at cost net of accumulated depreciation Depreciation is computed using the straight-line method based principally on the estimated useful lives of the assets Maintenance and repairs are expensed as incurred while major additions and improvements are capitalized Gains and losses on dispositions are included in current operations
Premises held for sale are carried at the lower of cost or fair value less costs to sell Fair values are based on third-party appraisals of the properties
Mortgage Servicing Rights
When mortgage loans are sold with servicing retained servicing rights are initially recorded at fair value with the income statement effect recorded as income on the sale of loans Fair value is based on market prices for comparable mortgage servicing contracts when available or alternatively is based on a valuation model that calculates the present value of estimated future net servicing income All classes of servicing assets are subsequently measured using the amortization method which requires servicing rights to be amortized into non-interest income in proportion to and over the period of the estimated future net servicing income of the underlying loans
Servicing rights are evaluated for impairment based upon the fair value estimate of the rights as compared to the carrying amount I mpairment is determined by stratifying rights into groupings based on predominant risk characteristics of the underlying loans Such characteristics include loan type loan size interest rate date of origination and loan term Impairment is recognized through a valuation a llowance to the extent that fair value is less than the carrying amount If the Company later determines that a l l or a portion of the impairment no longer exists for a particular grouping a redudion of the a llowance may be recorded as an increase to income The fair value of servicing rights are subject to significant fluctuation as a result of changes in estimated and actual prepayment speeds and default rates and losses For the years ended December 31 2014 2013 and 2012 mortgage servicing rights were determined not to be impaired
1 1
STANDARD BANCSHARES INC AND SUBSIDIARIES
NOTES TO CONSOLI DATED FINANCIAL STATEMENTS (in thousands except share data)
Note 1 - Summary of Significant Accounting Policies (Continued)
Mortgage Servicing Rights (Continued)
Servicing fee income which is reported on the income statement as secondary mortgage income is recorded for fees earned for servicing loans The fees are based on a contractual percentage of the outstanding principal or a fixed amount per loan and are recorded as income when earned The amortization of mortgage servicing rights is netted against secondary mortgage income Servicing fees totaled $969 $878 and $643 for the years ended December 3 1 2014 2013 and 2012 respectively Late fees and ancillary fees related to loan servicing are not material
Other Real Estate Owned
Real estate properties acquired through or in lieu of loan foreclosures are initially recorded at the fair value less estimated selling cost at the date of foreclosure Any write-downs based on the assets fair value at the date of acquisition are charged to the allowance for credit losses After foreclosure valuations are periodically performed by management and property held for sale is carried at the lower of the new cost basis or fair value less cost to sell Impairment losses on property to be held and used are measured as the amount by which the carrying amount of a property exceeds its fair value Costs of significant property
middotimprovements are capitalized whereas costs relating to holding property are expensed The portion of interest costs relating to development of real estate is capitalized Valuations are periodically performed by management and any subsequent write-downs are recorded as a charge to operations if necessary to reduce the carrying value of a property to the lower of its cost or fair value less cost to sell
Federal Home Loan Bank (FHLB) Stock
The Bank is a member of the FHLB Chicago Members are required to own a certain amount of stock based on the level of borrowings and other factors and may invest additional amounts FHLB stock is carried at cost classified as a restricted security and periodically evaluated for impairment based on ultimate recovery of par value When declared cash and stock dividends are recorded as income
Bank Owned Life Insurance
The Company has purchased life insurance policies on certain key executives and officers Bank owned life insurance is recorded at the amount that can be realized under the insurance contract at the balance sheet date which is the cash surrender value adjusted for other charges or other amounts due that are probable at settlement
Goodwill and Other Intangible Assets
Goodwil l resulting from business combinations prior to January 1 2009 represents the excess of the purchase price over the fair value of the net assets of businesses acquired Goodwill resu lting from business combinations after January 1 2009 is generally determined as the excess of the fair value of the consideration transferred plus the fair value of any non-controlling interests in the acquiree over the fair value of the net assets acquired and liabilities assumed as of the acquisition date Goodwill and intangible assets acquired in a purchase business combination and determined to have an indefinite useful life are not amortized but tested for impairment at least annually or more frequently if events and circumstances exists that indicate that a goodwill impairment test should be performed Goodwill totaling $23 987 was fully written off in 2012 Intangible assets with definite useful lives consist of core deposits acquired and are amortized over their estimated useful life of fifteen years to their estimated residual values
12
STANDARD BANCSHARES INC AND SUBSIDIARIES
NOTES TO CONSOLI DATED FI NANCIAL STATEMENTS (in thousands except share data)
Note 1 - Summary of Significant Accounting Policies (Continued)
Derivatives
ASC Topic 815 requires that every derivative instrument be recorded in the balance sheet as either an asset or liability measured at its fair value The guidance requires that changes in the derivatives fair value be recognized currently in earnings unless specific hedge accounting criteria are met The Company provides customers with interest rate swap transactions and offsets the transactions with interest rate swap transactions with inter-bank dealer counterparties Derivative contracts entered into by the Company are limited to those that are treated as non-designated derivative instruments Changes in the fair value of these derivatives are reported in earnings as non interest income
Mot1gage Banking Activities
Commitments to fund individual mortgage loans (interest rate locks) to be sold into the secondary market are taken out on both a best efforts and mandatory basis Mandatory commitments which are not executed are subject to potential pair off fees which reflect the changes in the market value of these commitments should unfavorable rate changes occur The Bank has had a sufficient best efforts commitment pipeline to satisfy any potential fallout of individual mandatory commitments Any pair off fees incurred are not material
Stock-Based Compensation
Compensation cost is recognized for stock options and awards issued to employees based on the fair value of these awards at the date of grant A B lack-Scholes model is utilized to estimate the fair value of stock options Compensation cost is recognized over the required service period generally defined as the vesting period
Income Taxes
Income taxes are provided for the tax effects of the transactions reported in the financial statements and consist of taxes currently d ue plus deferred taxes related primarily to differences between the basis of the a llowance for credit losses other real estate owned non-accrual interest and State net operating loss carryforwards The deferred tax assets and liabilities represent the future tax return consequences of those differences which will either be taxable or deductible when the assets and liabilities are recovered or settled Deferred tax assets and liabilities are reflected at income tax rates applicable to the period in which the deferred tax assets or liabilities are expected to be realized or settled As changes in tax laws or rates are enacted deferred tax assets and liabilities are adjusted through the provision for income taxes The Company files consolidated income tax returns with its subsidiaries
The Company recognizes a tax position as a benefit only if it is more likely than not that the tax position would be sustained in a tax examination including resolution of related appeals or litigation p rocesses The amount recognized is the largest amount of tax benefit that is greater than 50 likely of being realized on examination For tax positions not meeting the more likely than not test no tax benefit is recorded The Company recognizes interest and penalties related to income tax matters in income tax expense
Comprehensive Income
Comprehensive income consists of net income and other comprehensive income Other comprehensive income includes unrealized gains and losses on securities available for sale which are also recognized as separate components of equity
13
STANDARD BANCSHARES INC AND SUBSI DIARIES
NOTES TO CONSOLI DATED FI NANCIAL STATEMENTS (in thousands except share data)
Note 1 - Summary of Significant Accounting Policies (Continued)
Trust Assets and Fees
Assets held in a fiduciary or agency capacity are not included in the consolidated balance sheets since such items are not assets of the Company_ Income from trust fees is recorded when received This income does not differ materially from trust fees computed on an accrual basis
Cash Flows
The Company considers al l cash and due from banks cash advanced under ATM funding agreements interest-bearing deposits in other banks and federal funds sold to be cash equivalents for the purposes of the statements of cash flows
Reclassification
Certain reclassifications have been made in the prior year financial statements to conform with the current year presentation with no effect on net income or shareholders equity
New Accounting Pronouncements
In January of 2014 the Financial Accounting Standards Board (FASB) issued guidance to clarify when an in substance repossession or foreclosure occurs and an entity is considered to have received physical possession of the residential real estate property such that a loan receivable should be derecognized and the real estate property recognized Additionally the guidance requires interim and annual disclosure of the amount of foreclosed residential real estate property held by the entity and the recorded investment in consumer mortgage loans collateralized by residential real estate property that are in the process of foreclosure according to local requirements of the applicable jurisdiction The guidance is effective for annual and interim periods beginning after December 15 2014 and can be applied retrospectively or prospectively Management does n ot expect the adoption of this guidance will materially impact the Companys financial condition resu lts of operations or liquidrty_
In January 2014 the FASB amended existing guidance to eliminate the effective yield election and to 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 Disclosures for a change in accounting principle are required upon transition The amendment is effective for annual and interim periods beginning after December 15 2014 Adoption of this standard is not expected to have a material effect on the Companys financial condition or results of operations
Subsequent Events
Management reviewed subsequent events for recognition and disclosure through March 13 2015 which is the date the financial statements were available to be issued_
14
STANDARD BANCSHARES INC AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (in thousands except share data)
Note 2 - Cash and Cash Equivalents
The Companys banking subsidiary is required by the Federal Reserve Bank to maintain certain average cash reserve balances The required reserve balance at December 31 2014 and 2013 was $1 7889 and $ 1 7 395 respectively
The nature of the Companys business requires that it maintain amounts due from banks federal funds sold and interest-bearing deposits in other banks which at times may exceed federally insured limits Management monitors these correspondent relationships and the Company has not experienced any losses in such accounts
Note 3 - Investment Securities
Carrying amounts and fair values of investment securities were as follows
December 3 1 2014 December 31 2013 Gross Gross Gross Gross
Amortized Unrealized Unrealized Fair Amortized Unrealized Unrealized Fair Cost Gains Losses Value Cost Gains Losses Value
Held-to-maturity
Mortgage-backed $ 266 $ 18 $ $ 284 $ 378 s 25 $ - $ 403 securlties - residential
States and political subdivisions 2230 2230
Trust preferred security 1 392 (342) 1 050 1384 372) 1012
Total held-to-maturity 3888 18 (342) 3564 1762 25 (372) 1 415
Available-for-sale US g overnment-sponsored 1 46410 72 (1 75) 1 46307 1 24245 186 124431
entities and agencies
Mortgage-backed securities - residential 3436 232 3668 1 1287 916 12203
Equity securtties 4235 184 441 9 2235 735 (16) 2954
Total available-for-sale 154081 488 (175) 154394 137767 1837 (16) 139588
Total investment securities $157969 $506 $(517) S157958 $1 39529 $1862 $ (388) $141 003
15
STANDARD BANCSHARES INC AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (in thousands except share data)
Note 3 - Investment Securities (Continued)
The amortized cost and fair value of debt securities at December 31 2014 by contractual maturity are shown below Maturities may differ from contractual maturttie in mortgage-backed securities -residential because the mortgages underlying the securities may be called or repaid without any penalties Equity securities have no maturity therefore these securities are not included in the maturity categories in the following summary
Amounts maturing in
One year or less After one year through five years After five years through ten years Over ten years Mortgage-backed securities - residential Equity securities
Total
Securities Held-to-maturity
Amortized Fair Cost Value
$2155 $2155 75 75
1392 1050 266 284
3 888 3 564
Securities Avaiiable-for-sale
Amortized Fair Cost Value
$ 33447 $ 33486 112963 112821
3436 3668 4 235 4 419
154 081 154 394
Equity securities include $4027 of Community Reinvestment Act (CRA) eligible mutual funds and $392 in Fannie Mae and Freddie Mac preferred stock
The proceeds from sales of securities available-for-sale and the associated gains and losses are listed below for the year ended 2014
Proceeds
Gross gains Gross losses
There were no sales of securities in 2013 or 2012
$6375
611
Investment securities with a carrying value of $115645 and $135656 at December 31 2014 and 2013 respectively were pledged to secure public deposits short-term borrowings and for other purposes required or permitted by law
Information pertaining to securities with gross unrealized losses at December 31 2014 and 2013 aggregated by investment category and length of time that individual securities have been in a continuous loss position follows
16
STANDARD BANCSHARES INC AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (in thousands except share data)
Note 3 - Investment Securities (Continued)
Less Than 1 2 Months
December 31 201 4
Held-to-maturity Trust preferred security
Available-for-sale US government-sponsored
entities and agencies
Fair Value
$
$76908
Gross Unrealized
Losses
$
$(1 75)
1 2 Months or Greater
Fair Value
$ 1 050
$
Gross Unrealized
Losses Fair Value
$(342) $ 1 050
$ $76908
Total Gross
Unrealized Losses
$ (342)
$ (1 75)
Less Than 1 2 Months 1 2 Months or Greater Total Gross Gross Grnss
Fair Unrealized Unrealized Unrealized December 31 2013 Value Losses Fair Value Losses Fair Value Losses
Held-to-maturity Trust preferred security $ $ $ 1 012 $(372) $ 1 0 1 2 $ (372)
Available-for-sale Equity securities $1 984 $ (1 6) $ $ $ 1 984 $ (1 6)
Management evaluates securities for other-than-temporary impairment at least on a quarterly basis and more frequently when economic or market concerns warrant such evaluation Consideration is given to (1) the length of time and the extent to which the fair value has been less than cost (2) the financial condition and near-term prospects of the issuer and (3) the intent and ability of the Company to retain its investment in the issuer for a period of time sufficient to allow for any anticipated recovery in fair value
The Company had seventeen securities in a loss position at December 31 2014 One security is a trust preferred security with an amortized cost of $1 392 and an unrealized loss of $342 The other sixteen securities are government sponsored entity and agency securities with an amortized cost of $77083 and an unrealized loss of $175
The unrealized loss on the trust preferred security and government-sponsored entities and agencies were related to changes in interest rates and illiquidity in the financial services industry Management has evaluated the prospects of the issuer in relation to the severity and duration of the impairment Based on that evaluation and managements ability and intent to hold those investments for a reasonable period of time sufficient for a forecasted recovery of fair value management does not consider those investments to be other-than-temporarily impaired at December 31 201 4
17
STANDARD BANCSHARES INC AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (in thousands except share data)
Note 4 - Loans
Major Classifications of loans are as follows
Construction and land development Commercial Commercial real estate non-owner occupied Commercial real estate owner occupied Residential real estate Consumer
Total
Origination fees - net of costs Allowance for credit losses
Loans net
201 4 $ 110343
449341 427043 569269 1 18612
97066
1 771 674
( 1 023) (26320)
$1744331
2013 $ 140294
324898 4 1 9775 550900 1 1 7 343 1 08664
166 1 874
(984) (40895)
$161 9995
Construction loans are generally based upon estimates of the cost and value associated with the construction of the property Construction loans often involve the disbursement of substantial funds with repayment primarily dependent upon the success of the completed project Sources of repayment for these types of loans may be permanent loans from long-term lenders or sales of developed property Generally these loans have a higher risk profile than other real estate loans due to their repayment being sensitive to real estate values interest rate changes governmental regulations of real property demand and supply of similar projects the availability of long term financing and changes in general economic condition
Commercial loans are primarily lines of credit and equipment loans that are secured by accounts receivable inventory fixed assets and sometimes with real estate These loans are repaid through the operating cash flow of the company The increase in commercial loans was due to generally improved business activity resulting from the stabilizing economy and our focus on generating growth in this category of lending in order to better diversify our commercial portfolio Commercial loans are underwritten after evaluating and understanding the borrowers ability to operate its business
Underwriting standards are designed to ensure repayment of loans and mitigate loss exposure As part of the underwriting process the Company examines current cash flows to determine the ability of the borrower to repay its obligations as agreed Commercial loans are primarily made based on the identified cash f lows of the borrowers and secondarily on the underlying collateral provided by the borrower
Commercial real estrite locins consisted primarily of loans to business owners and developersinvestors in owner and non-owner occupied commercial properties The Company classifies the properties into owner-occupied which represents loans where more than 50 of the rental income is from the owner of the property or a related company and non-owner occupied represents loans where less than 50 of the rental income is from the owner of the property Non-owner occupied can include 5-unit or more apartment buildings retail office buildings hotels warehouse and industrial properties Repayment will come from the rental income paid by the tenants or owner Commercial real estate loans are subject to underwriting standards and processes similar to commercial loans in addition to those standards and processes specific to real estate Commercial real estate lending typically involves higher loan principal amounts and the repayment of the loans is largely dependent upon the successful operation of the property securing the loan or the business conducted on the property securing the loan Commercial real estate loans may be more adversely affected by conditions in the real estate market or in the general economy The properties securing the Companys commercial real estate portfolio are diverse in terms
1 8
STANDARD BANCSHARES INC AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (in thousands except share data)
Note 4 - Loans (Continued)
of type and geographic location within our market area Management monitors and evaluates real estate loans based on cash flow collateral location and risk grade criteria
The residential real estate portfolio consists of 1-4 family first lien loans secured by the borrowers home and are generally within our market area Any loans outside our market area are to customers with homes or businesses in our market areas
The consumer loans consist of loans to individuals for consumer purposes home equity loans home equity lines of credit and second mortgages Consumer loans are centrally underwritten utilizing various loan policy guidelines that take into consideration the borrowers ability to repay and the collateral offered
At December 31 2014 and 2013 certain officers directors and companies in which they have beneficial ownership were indebted to the Bank in the aggregate amount of $32267 and $36457 respectively During 2014 no new loans were made to such related parties and net repayments on existing loans amounted to $4 1 90 During 2013 new loans made to such related parties amounted to $389 and net repayments on existing loans amounted to $2082
19
STANDARD BANCSHARES INC AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (in thousands except share data)
Note 4 - Loans (Continued)
All owance fo r Credit L osses
Following is a summary of the activity in the allowance for credit losses
Commercial Commercial Real Estate Real Estate Non-owner Owner Residential
December 31 2014 Construction Commercial Occu12ied Occu12ied Real Estate Consumer Total
Allowance for loan losses
Beginning balance $ 16575 $ 2072 $ 3390 $ 1 2255 $ 3545 $ 3057 $ 40895
Provision for credit losses (1 945) 1981 5370 (3859) 193 1 228 2967
Loans charged-off (1 1 039) ( 1 717) (4247) (2632) (475) (994) (211 04)
Recoveries 2 833 _llsect 200 __sectQ __fil1_ 3 562
Total ending allowance balance $_JJA23 L2A28 $_A79j_ $ 5 955 $ 3 323 $ 26 320
Commercial Commercial Real Estate Real Estate Non-owner Owner Residential
December 31 2013 Construction Commercial Occu12ied 0CCUQied Real Estate Consumer Total
Allowance for loan losses
Beginning balance $17755 $ 4168 $ 1 3052 $ 18109 $ 3317 $ 2805 $ 59206
Provision for credit losses 6401 (724) (839) 2310 742 861 8751
Loans charged-off (7635) (1472) (1 0720) (8237) (515) (659) (29238)
Recoveries _M __jQQ ---1sectfil 74 __ 1 -2Q --2J1sect Total ending allowance balance $16 57S $2J)72 $ 3 390 $ 12 256 L351s UD57 $ 40 895
Commercial Commercial Real Estate Real Estate Non-owner Owner Residential
December 31 2012 Construction Commercial Occu12ied 0CCUQied Real Estate Consumer Total
Allowance for loan losses
Beginning balance $13016 $ 3214 $ 5275 $ 11620 $ 1975 $ 1860 $ 36960
Provision for credit losses 791 6 4614 8620 6815 3149 2270 33384
Loans charged-off (6354) (3937) (917) (401) (1841) (1362) (14812)
Recoveries ---11lZ _____fl_ 74 75 ___M ___E 3 674
Total ending allowance balance $1L155 $A1fill iil3 052 gt rn ms $ 3 3JZ $ 2 605 $ 59 206
20
STANDARD BANCSHARES INC AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (in thousands except share data)
Note 4 - Loans (Continued)
The following tables present the balance of the allowance for loan losses and the recorded investment in loans by portfolio segment and based on impairment method
December 31 201 4
Allowance for Joan losses
Ending balance individually evaluated for impainnent
Ending balance collectively evaluated for impainnent
Total ending allowance
Loans Ending balance individually evaluated
for impainnent Ending balance collectively evaluated
for impainnent
Total ending loan balances
Oecember 31 2013
Allowance for loan losses
Ending balance individually evaluated for impainnent
Ending balance collectively evaluated for impainnent
Total ending allowance
Loans Ending balance individually evaluated
for impainnent Ending balance collectively evaluated
for impainnent
Total ending Joan balances
Construction
s 5136
1 287
_$ 6 423
$ 20252
90 091
$jj0 343
Construction
$ 14662
1 913
_$ J6 szs
$ 35249
1 05 045
S140 29plusmn
Commercial
$ 601
1 827
_$ 2 428
$ 871
448470
$449 34j
Commercial
$ 461
1 6 1 1
$ 2 OZ2
$ 2294
322604
$32plusmn 888
2 1
Commercial Real Estate Non-owner Occupied
$ 1 373
3 41 8
$ 4Z9J
$ 1 5345
411 698
$427 043
Commercial Real Estate Non-owner Occupied
$ 1 865
1 525
$ 3 390
$ 1 5176
404 599
$4J9 ZZ5
Commercial Real Estate
Owner Occupied
$ 5 1 6
5 449
_$ 5 965
$ 6706
562563
$569 269
Commercial Real Estate
Owner Occupied
$ 3331
8 925
$ j2 256
$ 1 7201
533699
$550 900
Residential Real Estate
$ 1 665
1 658
$ 3 323
$ 5795
1 1 2817
$118 612
Residential Real Estate
$ 1 496
2 049
$ 3 545
$ 3799
1 1 3 544
S1H 343
Consumer Total
s 2 160 s 1 1 451
1 230 14 869
_$ 3 GO $ 76320
s 4377 $ 53346
92689 1 71 8328
_$ 97 066 $j Vj 674
Consumer Total
s 1 334 $ 23149
1 723 17 746
$ 3 057 $ 40 895
$ 3592 $ 77311
1 0 5072 1 584 563
S10B 664 S1 661 8Z4
STANDARD BANCSHARES INC AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (in thousands except share data)
Note 4 - Loans (Continued)
The following tables present loans individually evaluated for impairment by class of loans
Unpaid Allowance for Average Principal Recorded Loan Losses Recorded
December 31 2014 Balance Investment Allocated Investment
Wrth no related allowance recorded Construction $1 4349 $ 2200 $ $ 2824
Commercial 1 866 266 623
Commercial real estate non-owner occupied 12128 1 0392 1 1 282
Commercial real estate owner occupied 1 0541 3771 3617
Residential real estate 999 999 1 1 58
Consumer 2 557 ____1MQ --- -----1m Subtotal $42440 $1 91 87 _$ __
- $20780
With an allowance recorded
Construction $24344 $1 8052 $5 136 $27023
Commercial 605 605 601 1 498
Commercial real estate non-owner occupied 7149 4953 1 373 4132
Commercial real estate owner occupied 3163 2935 5 1 6 8607
Residential real estate 4796 4796 1 665 3736
Consumer _____bill_ _____bill_ ____lJ_sectQ 2 997
Subtotal $42875 $34159 $1 1 451 $47993
Construction $38693 $20252 $5136 $29847
Commercial 2471 871 601 2121
Commercial real estate non-owner occupied 1 9277 1 5345 1 373 1 5414
Commercial real estate owner occupied 1 3704 6706 5 1 6 1 2224
Residential real estate 5795 5795 1 665 4894
Consumer 5 375 4 377 ____lJ_sectQ 4 273
Total $1U51 S6JUL1
22
Interest Income
Recognized
$ 460
69
361 2 1 9
5 1
___g $ 11 92
$ 325 1 1
72
1 1 5
1 20
$ 676
$ 785
80
433
334
1 71
-----2i $1 868
STANDARD BANCSHARES INC AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (in thousands except share data)
Note 4 - Loans (Continued)
Unpaid Allowance for Average Interest
Principal Recorded Loan Losses Recorded Income December 31 201 3 Balance Investment Allocated Investment Recognized
With no related allowance recorded Construction $ 3440 $ 2790 $ $ 6783 $ 1 5
Commercial 1 761 1 761 1 828 76
Commercial real estate non-owner occupied 9051 9051 1 0068 410
Commercial real estate owner occupied 3664 341 3 1 368 84
Residential real estate 1 284 1 284 1 254 26
Consumer 1 477 ------1Jn --- ____1dQsect_ ___2Q Subtotal $20677 $1 9426 L____ $22809 LJill
With an allowance recorded
Construction $41 71 0 $32459 $1 4662 $32 188 $ 671
Commercial 533 533 461 499 6
Commercial real estate non-owner occupied 6125 6125 1 865 1 1 128 45
Commercial real estate owner occupied 20172 1 3788 3331 1451 6 318
Residential real estate 25 1 5 251 5 1 496 2170 1 01
Consumer 2 465 2 465 Subtotal $73520 $57885 $23149 $62354 llill
Construction $45150 $35249 $14662 $38971 $ 686 Commercial 2294 2294 461 2327 82
Commercial real estate non-owner occupied 1 5176 1 5176 1 865 21 1 96 455
Commercial real estate owner occupied 23836 17201 3331 15884 402
Residential real estate 3799 3799 1 496 3424 1 27
Consumer 3 942 3592 3 361 ___sectpound Total $M1_9Z $77 311 $23 149 $ll_5_1fill $1 814
23
STANDARD BANCSHARES INC AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (in thousands except share data)
Note 4 - Loans (Continued)
Unpaid Allowance for Average Interest
Principal Recorded Loan Losses Recorded Income December 31 2012 Balance I nvestment Allocated I nvestment Recognized
With no related allowance recorded Construction $ 2712 $ 1 819 $ $ 3600 $ 346
Commercial 1 763 1 410 1 931 7
Commercial real estate non-owner occupied 1 448 1 448 2451 1 5
Commercial real estate owner occupied 2238 2238 9805 60
Residential real estate
Consumer ---1Jlllli - ---1Jm --- ---
Subtotal $1 0056 $ 741 3 L___ $1 9690
With an allowance recorded Construction $43737 $ 39645 $12359 $45048 $ 455
Commercial 270 270 271 276
Commercial real estate non-owner occupied 27925 27489 1 1 777 20670 709
Commercial real estate owner occupied 4584 4584 1 782 4252 88
Residential real estate 3824 1 622 802 3842 88
Consumer 2885 ____LlQsect ______lQg Subtotal $83225 $ 7481 6 $27300 $76986 $ 1 373
Construction $46449 $41 464 $1 2359 $48648 $ 801 Commercial 2033 1 680 271 2207 7
Commercial real estate non-owner occupied 29373 28937 1 1 777 23121 724
Commercial real estate owner occupied 6822 6822 1 782 14057 148
Residential real estate 3824 1 622 802 3842 88
Consumer 4 780 1 704 ______lQg _isectQ1 ___TI Total Sfil281 $R222_9_
Interest income recognized includes interest accrued and collected on the outstanding balances of accruing impaired loans as well as interest cash collections on non-accruing loans and impaired loans for which the ultimate collectability of principal is not certain
24
STANDARD BANCSHARES INC AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (in thousands except share data)
Note 4 - Loans (Continued)
The following is an analysis of the age of the recorded investment in past due and nonaccrual Joans
December 31 2014
Construction
Commercial Commercial real estate
non-owner occupied Commercial real estate
owner occupied Residential real estate
Consumer
Total
December 31 201 3
Construction
Commercial Commercial real estate
non-owner occupied Commercial real estate
owner occupied
Residential real estate
Consumer
Total
Credit Qu ality Indicators
30-59 days
$ 398
714
122 726
1 457
30-59 days
$
1 89
41
61
907
_____sectQl_ $2 061
90 days or more past
due and 60-89 days accruing
$ 72 $
1 53
290 533
1 1 5 944 1 5
_filsect ___fil_ S2115 $_Z1fi
90 days or more past due and
60-89 days occruing
$ 672 $
66
770
395 1 9
886 248
-11sect _____sect $2 907 $_3j_Q
Total Past Current Non-accrual Due Loans Total
$20252 $20722 $ 89621 $ 1 1 0343
871 1 738 447603 449341
7291 81 1 4 41 8929 427043
26 1 2 2849 566420 569269 6424 8109 1 1 0503 1 1 861 2
4 039 6235 90 831 97 066
$41 489_ $1 723 907 $1 V1 674
Total Past Current Non-accrual Due Loans Total
$1 7361 $18033 $ 1 22261 $ 1 40294
479 734 324164 324898
6230 7041 412734 41 9775
131 08 13583 537317 550900
551 8 7559 1 09784 1 1 7343
4 1 76 5200 1 03 464 1 08 664
$52 150 $1 609 724 $1 661 874
The Company categorized its non-homogenous Joans into risk categories based on relevant information about the ability of borrowers to service the debt such as among other factor$ current financial information historical payment experience credit documentation public information and current economic trends The Company analyzes loans individually by classifying the Joan as to credit risk This analysis is done annually on a Joan by loan basis The Company uses the following definitions for classified risk ratings
Pass Loans classified as Pass are considered to be performing Joans that have adequate cash flow andor collateral based upon our underwriting process
Special Mention Loans classified as special mention have a potential weakness that deserves managements close attention If left uncorrected these potential weaknesses may result in deterioration of the repayment prospects for the Joan or of the institutions credit position at some future date
25
STANDARD BANCSHARES INC AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (in thousands except share data)
Note 4 - Loans (Continued)
Substandard Loans designated as substandard are inadeq uately protected by the current net worth and paying capacity of the obligor or the collateral pledged if any Loans have a wellshydefined weakness or weaknesses that jeopardize the liquidation of the debt They are characterized by the distinct possibility that the Bank will sustain some loss if the deficiencies are not corrected
Performing Not Rated Loans classified as Performing Not Rated are considered to be performing loans at the time of u nderwriting but historically ones in which we do not obtain updated financial information after the loans are originated These are generally consumer loans first mortgage home loans and home equity loans
Loans not meeting the criteria above are analyzed individually as part of the above described process and are considered to be unclassified loans Based on the most recent analysis perfornied the loan risk classifications are as follows
Special Performing December 31 2014 Pass Mention Substandard Not Rated Total
Construction $ 80127 $ 7719 $ 21249 $ 1 248 $ 1 1 0343
Commercial 442867 4915 1 559 449341
Commercial real estate non-owner occupied 399762 1 8880 8401 427043
Commercial real estate owner occupied 531 31 5 27295 1 0659 569269
Residential real estate 29747 1 1 9 8250 80496 1 1 8612
Consumer 8 91 0 312 5 939 81 905 97 066
Total $1 192 728 $ 59240 $ 56 057 SJ63 649 S1 ZZJ 6H
Special Performing December31 2013 Pass Mention S ubstandard Not Rated Total
Construction $ 90330 $ 9396 $ 37394 $ 3174 $ 1 40294
Commercial 309074 1 0445 4489 890 324898
Commercial real estate non-owner occupied 400738 10570 8467 419775
Commercial real estate owner occupied 502095 1 0840 37965 550900
Residential real estate 3567pound 1 09 7881 73677 1 17 343
Consumer 9 099 -----1fill 7 828 89 826 1 08664
Total SJ 47 OJ2 M32Z1 $104 021 S167 567 $1 661 871
The Bank considers the performance of the loan portfolio and its impact on the allowance for loan losses For residential and consumer loan classes the Bank evaluates credit q uality based on the payment and aging status of the loan Payment status is reviewed on a q uarterly basis with respect to determining adequacy of the allowance for Joan losses
26
STAN DARD BANCSHARES INC AND SUBSI DIARIES
NOTES TO CONSOLI DATED FI NANCIAL STATEMENTS (in thousands except share data)
Note 4 - Loans (Continued)
Tro ubled Debt Restructurings (TOR)
Loans classified as TD Rs totaled $1 8541 as of December 31 201 4 of which $1 5665 were performing and $2876 were on non-accrual loans classified as TDRs totaled $1 8095 as of December 31 201 3 of which $1 6596 were performing and $1 499 were on non-accrual
The Bank has allocated $1 797 and $ 1 3 1 4 in specific reserves to customers whose loan terms have been modified in troubled debt restructurings as of December 31 201 4 and 201 3 The Bank has committed to lend additional amounts of $45 and $26 as of December 31 201 4 and 201 3 to customers with outstanding loans that are considered to be troubled debt restructurings These loans involved the restructuring of terms to allow customers to mitigate the risk of foreclosure or default by meeting a lower loan payment requirement based upon their current cash flow These may also include loans that renewed at existing contractual rates but below market rates for comparable credit For commercial loans these m odifications typically include a lowering of the interest rate on the loan In some cases the modification will include separating the note into two notes with the first note structured to be supported by current cash flows and collateral and the second note made for the remaining unsecured debt The second note is charged off immediately and collected only after the first note is paid in full This modification type is commonly referred to as an A-B note structure For consumer mortgage loans the restructuring typically includes a lowering of the interest rate to provide payment and cash flow relief For each restructuring a comprehensive credit underwriting analysis of the borrowers financial condition and prospects of repayment under the revised terms is performed to assess whether the structure can be successful and that cash flows will be sufficient to support the restructured debt Anmiddot analysis is also performed to determine whether U1e restructured loan should be on accrual status Generally if the loan is on accrual at the time of restructure it will remain on accrual after the restructuring In some cases a nonaccrual loan may be placed on accrual at restructuring if the loans actual payment h istory demonstrates it would have cash flowed under the restructured terms After six consecutive payments under the restructured terms a nonaccrual restructured loan is reviewed for possible upgrade to accruing status
As with other impaired loans an al lowance for loan loss is estimated for each TOR based on the most likely source of repayment for each loan For impaired loans secured by real estate that are collateral dependent the allowance is computed based on the fair value of the underlying collateral For impaired loans where repayment is expected from cash flows from business operations the allowance is computed based on a discounted cash flow computation
27
STANDARD BANCSHARES INC AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (in thousands except share data)
Note 4 - Loans (Continued)
Troub led Debt Restructurings (TOR) (Continued)
The following table presents loans by c lass modified as troubled debt restructurings that occurred during the years ended December 31 2014 and 2013
Pre- Post-modification modification
Number outstanding outstanding 2014 of loans recorded recorded
investment investment Construction 1 $ 706 $ 813 Commercial real estate owner occupied 2 483 564 Residential real estate 3 1206 1 206 Consumer 5 563 563
Total 11 $2958 $3146
2013 Commercial real estate non-owner occupied 3 $14371 $ 8 670 Commercial real estate owner occupied 3 3505 3581 Commercial 2 1758 1804 Residential real estate 1 403 403
Total 9 $20037 $1 4458
The troubled debt restructurings modified in 2014 and 2013 described above increased the allowance for credft losses by $784 and $317 and did not result in any post-modification charge offs during the years ended December 31 2014 and 2013 respectively
28
STAN DARD BANCSHARES I NC AND SUBSIDIARI ES
NOTES TO CONSOLI DATED FI NANCIAL STATEMENTS (in thousands except share data)
Note 4 - Loans (Continued)
Tro uble d Debt R estructurings TOR ) (Continued)
The following table presents troubled debt restructurings by class and type of modification that occurred during the years ended December 31 2014 and 2013
AB Note Rate Restructure Reduction
2014 Construction $ $ -
Commercial real estate owner occupied 48
Residential Real Estate Consumer 218
Total $ $266
AIB Note Rate Restructure Reduction
2013 Commercial real estate non-
owner occupied $13901 $ 470 Commercial real estate
owner occupied 3073 Commercial 1758 Residential Real Estate 403
Total $13901 $5704
29
Rate Reduction
To Pay amp Advance Taxes of Funds
$ $ 706
435
$435 $ 706
Rate Reduction
To Pay amp Advance Taxes of Funds
$ $
432
$432 $
I nterest Only
Period
$
1206 345
$1551
I nterest Only
Period
$
$
Total
$706
483 1206
563 $2958
Total
$14371
3505 1758
403 $20037
STANDARD BANCSHARES I NC AND SUBSI DIARIES
NOTES TO CONSOLI DATED FINANCIAL STATEMENTS (in thousands except share data)
Note 4 - Loans (Continued)
Troubled Deb t Restru cturings (TOR) (Continued)
The following table presents loans by class modified as troubled debt restructurings for which there was a payment default within twelve months fol lowing the modification during the year ended December 3 1 2014 There were no payment defaults within twelve months following the modification during the year ended December 31 201 3
2014 Commercial
N umber of loans
1
Recorded Investment
$1 600
The troubled debt restructurings that subsequently defaulted in 2014 described above increased the allowance for credit losses by $233 during the year ended December 31 2014 In 2013 there were no troubled debt restructurings for which there was a payment default within twelve months following the modification The troubled debt restructurings resulted in $1600 of charge offs during the year ended December 31 201 4 The troubled debt restructurings did not result in any charge offs during the year ended 2013
Note 5 - Mortgage Servicing Rights
Following is a summary of the activity for mortgage servicing rights
Beginning balance Costs capitalized Accumulated amortization
Ending balance
2014 $ 2726
544 (835)
$ 2 435
2013 $ 2169
1 339 (782)
$ 2 726
2012 $ 1525
1434 (790)
$ 2 169
The aggregate fair value of mortgage servicing rights is based on fundamental analysis and the present value of expected future cash inflows In estimating fair value assumptions have been made regarding prepayment default and interest rates Mortgage servicing rights do not trade in an active market with readily observable prices The Company uses an independent third party to determine the fair value of mortgage servicing rights by estimating the fair value of the future cash flows associated with the mortgage loans being serviced Key economic assumptions used in measuring the fair value of mortgage servicing rights include but are not limited to prepayment speeds discount rates delinquencies and costs to service
A fair market estimate was completed by an independent third party in November 201 4 to determine the amount at which the asset could be exchanged in a current transaction between willing parties other than in a forced liquidation or sale Fair value was estimated based in part on the discounted future cash flows estimated to be received The evaluation used a discount rate for each pool of loan servicing rights which is intended to represent the estimated market yield and estimated cash flow for each pool of servicing rights by utilizing an assumed prepayment speed based on the characteristics of each pool No assurance can be given that the actual prepayments will conform to the prepayment speeds assumed The calculated fair value was compared to market values where possible to ascertain the reasonableness of the valuation in relation to the current market expectations
Mortgage servicing rights outstanding Estimated fair value as a percentage of loans serviced Principal value of loans serviced Estimated fair value of servicing rights outstanding
30
201 4 $ 2435
083 $394217 $ 3272
201 3 $ 2726
083 $382221 $ 3 1 72
STANDARD BANCSHARES INC AND SUBSIDIARIES
NOTES TO CONSOLI DATED FINANCIAL STATEMENTS (in thousands except share data)
Note 6 - Premises and Equipment
Major classifications of these assets are summarized as follows
Land Bank premises Furniture and equipment
Accumulated depreciation Premises and equipment - net
2014 $ 21 699
58 179 31 388
1 1 1 266 (50352)
$ 609 14
201 3 $ 2361 0
69 1 33 44467
1 3721 0 (71 428)
$ 65782
Depreciation expense amounted to $3479 $3668 and $3949 in 2014 201 3 and 2012 respectively_
The Company sold land buildings and vehicles for total proceeds of $1 824 $2 and $1 8 resulting in gross gains on sales of $49 1 $1 and $ 1 8 in the years ending December 3 1 2014 201 3 and 201 2 respectively
In December 2014 the Company signed a definitive agreement to enter into a sale-leaseback of land and buildings for two of its locations The Company designated $ 1 462 of premises as held for sale No write-down was taken at the time of transfer as the assets were anticipated to be sold at a gain In February 2015 the Company closed on a transaction a portion of the gain on sale was recognized in non-interest income The remaining gain was deferred and will be amortized into non-interest income over the lease term
Note 7 - Other Real Estate Owned
Activity in other real estate owned is summarized as followsmiddot
Beginning balance Acquired through or in lieu of foreclosure Proceeds from sales Gain (loss) on sales Write down on other real estate owned
Ending Balance
2014 $ 1 2 930
6 035 (2004)
426 ( 1 1 54)
$1 6233
2013 $1 6896
3 912 (51 35)
170 (2913)
$1 2930
201 2 $ 1 1 496
1 2 1 08 (4096)
(1 36) (2476)
$ 1 6 896
Operating expenses associated with other real estate owned net of write-downs on other real estate owned were $498 $1 96 and $976 in 2014 201 3 and 201 2 respectively
Note 8 - Intangibles
Core deposits Accumulated amortization Core deposits net
2014 2013
$ 8946 (7798)
$ 1 148
$ 8946 (7 1 05)
$ 1 841
Amortization expense amounted to $693 $789 and $885 in 2014 2013 and 20 12 respectively Core deposit intangibles are amortized over an estimated life of fifteen years
middot----- l n-201-2-the-Gompany-reGorded-a-ful l-write-down-of-$239g7-of-goodwill-as-it-was-determined-t0-be--shy
impaired_
3 1
STAN DARD BANCSHARES INC AND SUBSI DIARIES
NOTES TO CONSOLI DATED FI NANCIAL STATEMENTS (in thousands except share data)
Note 9 - Bank Owned Life Insurance
The Bank acquired life insurance policies through prior bank acquisitions and by direct purchase At December 3 1 2014 and 2013 the cash surrender value of these policies was $48470 and $47033 respectively No additional l ife insurance was purchased during 2014 or 2013
Note 10 - Deposits
Deposits at December 3 1 2014 and 2013 by major category are as follows
Demand deposits Non-interest-bearing Interest-bearing
Total demand deposits Savings deposits Time deposits Brokered deposits
Total deposits
2014
$ 612646 492 799
1 1 05445 374142 405857 1 08 1 28
$1 993 572
201 3
$ 536325 525 145
1 061 470 36341 8 427815
66 402
$1 91 9 1 05
The aggregate amount of deposits reclassified as loans (overdrafts) amounted to $2548 and $2781 at December 3 1 2014 and 201 3 respectively
Time deposits that met or exceed the FDIC insurance limit of $250 at year-end 201 4 and 2013 were $1 1 0 1 77 and $92681 respectively
At December 3 1 2014 scheduled maturities of certificates of deposit including brokered deposits are as follows
201 5 2016 2017 201 8 201 9 2020 and thereafter
$408455 65585 1 9838
9830 1 0277
$513 985
Deposits from related parties totaled $33614 and $32595 at December 31 2014 and 201 3 respectively
32
STANDARD BANCSHARES INC AND SU BSI DIARIES
NOTES TO CONSOLI DATED FINANCIAL STATEMENTS (in thousands except share data)
Note 1 1 - Advances from Federal Home Loan Bank
There were no outstanding advances with the Federal Home Loan Bank at December 3 1 201 3 The indebtedness to the Federal Home Loan Bank at December 3 1 2014 was $1 5000 consisting of the following fixed rate advances
Due Date
June 27 201 6 June 27 201 6
Total advances
I nterest Rate
057 057
2014
$1 3000 2 000
$1 5 000
Al l advances and letters of credit from the Federal Home Loan Bank (FHLB) were secured by a g eneral lien on qualifying commercial real estate residential mortgages and home equity loans of the Bank Each advance is payable at its maturity date with a prepayment penalty for fixed rate advances Letters of credit outstanding from the FHLB totaled $3872 and $41 946 at year-end 2014 and 201 3 respectively The advances and letters of credit were collateralized by $679990 of commercial real estate and mortgage loans in 2014 and $203845 of mortgage loans under a blanket lien arrangement at year-end 2013 Based on this collateral and the Companys holdings of FHLB stock the Company was eligible to borrow up to a total of $26951 3 at year-end 2014
Note 1 2 - Other I ncome
Other income consists of the following
Gain (loss) on sale of other real estate owned Gain on sale of premises and equipment Debit cardATM fees Trust feesBrokerage Fees Loan fees and commissions Cash management Bank Owned Life Insurance income Miscellaneous income
Total other income
33
2014
$ 426 491
28 1 8 2533
658 2641 1 437
921
lll 1 925
201 3 201 2
$ 1 70 $ ( 1 36) 1 1 8
2935 2829 2364 1 927
680 932 2286 2020 1 437 1 469 1 267 886
ll1 1 1 40 ll 9 945
STANDARD BANCSHARES INC AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (in thousands except share data)
Note 1 3 - Employee Benefit Plans
Profit Sharing
The Companys bank subsidiary maintains a defined contribution 401 (k) Plan Under terms of the Plan employees meeting age and service requirements may elect to have their compensation reduced and have that amount contributed to the Plan as a salary deferral contribution The Bank at its discretion may make a matching contribution to the Plan equal to a u niform percentage of the salary deferral contributions Apart from any matching contribution the Bank may also make a separate discretionary contribution to the Plan The final liability for matching contributions if any is determined after yearshyend requiring the Bank to estimate its discretionary contribution expense at year end Contribution expense recorded by the Bank amounted to approximately $ 1 1 79 $1 254 and $ 1 685 for 2014 201 3 and 201 2 respectively
Non-Qualified Plan
The Bank maintains a non-qualified deferred compensation plan for a select group of management and employees as determined by the Board of Directors Annual awards if any are based o n preshyestablished performance criteria which are communicated to eligible employees Benefits under the Plan vest after a five year period The liability under the Plan was $403 and $503 as of December 3 1 2014 and 201 3 respectively There was n o expense recorded in 2014 2013 o r 2012
Non qualified Sto ck Option Plan
Pursuant to the Capital Raise Investment Agreements on February 1 2 20 1 3 the Board of Directors of the Company adopted the Standard Bancshares Inc Stock Option Incentive Plan to be effective immediately after the Closing of the capital raise (please refer to Note 21 ) Pursuant to the Stock Option Incentive Plan the Compensation Committee of the Board of Directors of the Company is authorized to grant Incentive Stock Option awards Nonqualified Stock Option awards or a combination thereof to certain officers directors consultants or employees of the Company or any of its Subsidiaries or Affiliates aggregating up to 5402524 shares of the Companys common stock
The option price per share of stock purchasable under a stock option shall not be less than 1 00 of the fair market value of the common stock on the day of the grant Stock option vesting is based o n two components 1 ) a time vested option that vests over four years one fourth on each of the first four anniversaries from the option grant date and 2) a performance vested option that vests if there is an exit event resulting in the investor actually realizing an internal rate of return (RR) greater than or equal to 1 2 based on their original investment of $465 per share on February 22 201 3 Vesting is subject to acceleration in certain circumstances The options will expire if not exercised within 1 0 years of the
middot
date of grant and under certain other (employment) circumstances
The fair value of options granted was estimated on the date of grant using the Black Scholes optionsshypricing model using the assumptions noted in the table and commentary below The risk free rate of return is based on the constant maturity yield of a US Treasury note with a fixed rate term of 1 0 years at date of grant The volatility rate is derived from historical index values of publicly-traded commercial banks with assets between $1 and $5 billion Index values of comparably sized companies were used as a proxy because the Companys common stock is not exchange-listed and there is not an active trading market for the common stock The dividend yield assumption is based o n the Companys expected dividend payouts
34
STANDARD BANCSHARES INC AND SUBSIDIARI ES
NOTES TO CONSOLIDATED FI NANCIAL STATEMENTS (in thousands except share data)
Note 1 3 - Employee Benefit Plans (Continued)
Risk free rate of return
2014 20 1 3
275 1 97 Time remaining until expiration of the options Volatility rate
1 O years 1 0 years 1 392 1 587
Dividend yield 000 000
A summary of the activity in the non-qualified stock option plan for 2014 follows Weighted Average
Weighted Remaining Average Contractual
Number of Exercise Term Time Vested Stock Options Shares Price (in years)
2014 Outstanding at beginning of year 1 46651 5 $ 465 915
Granted 1 1 701 95 515 916 Exercised
Expired
Forfeited (23545) 494 870
Outstanding at end of year 2613 165 $ 487 860
Exercisable at end of year 366629 $ 465 815
2013 Outstanding at beginning of year $ Granted 1 466515 465 9 15 Exercised
Expired
Forfeited
Outstanding at end of year 1 465515 $ 465 9 15
Exercisable a t end o f year $
Aggregate Intrinsic Value
$ 1 1 1 8
$ 238
$ 733
$
The weighted average fair value of time vested options granted during 201 4 and 201 3 was $1 21 and $1 3 2 per option respectively
35
STANDARD BANCSHARES INC AND SUBSIDIARI ES
NOTES TO CONSOLIDATED FI NANCIAL STATEMENTS (in thousands except share data)
Note 1 3 - Employee Benefit Plans (Continued)
Performance Vested Stock Options 2014 Outstanding at beginning of year
Granted
Exercised
Expired
Forfeited
Outstanding at end of year
Exercisable at end of year
2013 Outstanding at beginning of year
Granted
Exercised
Expired
Forfeited
Outstanding at end of year
Exercisable at end of year
1 466515
1 170195
(26909)
2609801
1 465515
1 465515
$ 465
515
490
$ 487
$
$ 465
$ 465
$
91 5
91 6
864
860
g_1 5
91 5
$ 1 1 1 8
$
$ 733
$
The weighted average fair value of performance vested options granted during 201 4 and 201 3 was $040 for each year
Time Ve ste d O ption s
The Company recognized $782 and $44 I of stock-based compensation expense related to the granting of time vested stock options for the years ended December 20 14 and 2013 respectively There were no time vested options granted in 2012
As of December 3 1 201 4 there was $2 1 30 of total unrecognized compensation cost related to nonshyvestediime vested options granted underthe Plan The unrecognized cost is expected to be recognized over a weighted-average period of 26 years
Performan ce Veste d O ption s
The value of the performance vested options is a function of 1 ) the likelihood of a n Exit Event and 2) the likelihood of that Exit Event achieving the 1 2 IRR threshold These weighted average probabilities are then m ultiplied by the full value of a time vested option to derive the value of the performance options
The valuation methodology for the performance vested options involved ihree separate analysis
I Sale of control analysis 2 Initial public offering analysis 3 Remain private analysis
There was no expense recorded in 201 4 and 201 3 related to the performance vested options
There were no performance vested options granted in 201 2
36
STANDARD BANCSHARES INC AND SUBSIDIARI ES
N OTES TO CONSOLI DATED FI NANCIAL STATEMENTS (in thousands except share data)
Note 1 3 - Employee Benefit Plans (Continued)
As of December 3 1 2014 there was $1 059 of total unrecognized compensation cost related to nonshyvested performance vested options granted under the Plan The cost is expected to be recognized when it is determined that it is probable that a qualifying Exit Event will occur
Note 1 4 - Commitments
Operating Leases
The Bank leases property at various branch locations unde r terms that are considered to be an operating lease The leases expire in various years through 2020 Office rent expense was $728 $875 and $919 for 2014 2013 and 2012 respectively
Other Co mmitments
The Bank has a contract with a computer seNice company that expires in 201 6 Data processing expense was $2729 $2746 and $2424 for 201 4 201 3 and 2012 respectively
Annual future minimum payments for these agreements are as follows
Note 1 5 - Income Taxes
Year ending December 31 201 5 201 6 2017 20 1 8 201 9 2020 and thereafter
$3037 2884
394 203 1 26
1 6 $6 660
The components of the provision (benefit) for income taxes are as follows
Current Deferred Total Tax Expense (Benefit)
2014 $ 3494
7 1 62 $ 1 0656
201 3 $ 2373
3425 $ 5798
2012 $ 1 306
(6928) $ (5622)
The effective tax rate differs from the federal statutory rate primarily due to the following
Tax at statutory federal income tax rate Tax exempt interest income State income taxes net of federal benefit BOLi income Meals and entertainment Non-deductible expenses Goodwill impairment
201 4
$8483 (133) 1 5 1 6 (486)
77 76
Stock settled rights expense 639
201 3 $ 4750
(82) 766
(486) 84
1 02
2012 $(1 2371 )
(1 08) (866) (500)
79 80
8 1 55
O th enet--=====48=====664=--====(-l --
$1 0656 $ 5798 $ (5622)
37
STANDARD BANCSHARES INC AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (in thousands except share data)
Note 1 5 - Income Taxes (Continued)
The net deferred tax asset included at December 31 2014 and 2013 consists of the following
2014 201 3 Gross deferred tax assets
Allowance for loan losses $19212 $23305 Other real estate owned 2866 49 1 6 Non-accrual loan interest 4064 3 991 State net operating loss 1 835 2358 Accrued compensation 1 938 1 471 Depreciation 1 387 1 412 FNMA amp FHLMC preferred stock 1 270 1 270 Other assets 271 434
Total gross deferred tax assets $32843 $39 157
Gross deferred tax liabilities Purchase accounting adjustments $ 1 069 $ 1 282 Mortgage servicing rights 946 1 060 Unrealized gainloss on AFS securities 1 1 9 692 Other liabilities 1 306 1 31
Total gross deferred tax liabilities $ 3440 $ 3 165
Net deferred tax asset $29403 $35992
At December 31 2014 the Company has $33929 of Illinois net operating loss carryforwards expiring in 2025 and $2330 Indiana net operating Joss expiring in 2025 and 2026 which will be available to reduce future taxable income
The Company does not expect the total amount of unrecognized tax benefrts to significantly change in the next twelve months The Company recognized no interest andor penalties related to tax matters in tax expense
The Company and its subsidiaries are subject to US federal income tax as well as income tax of the state of Illinois and Indiana The Company is no longer subject to examination by taxing authorities for years before 201 0
3 8
STAN DARD BANCSHARES INC AND SUBSIDIARIES
NOTES TO CONSOLI DATED FI NANCIAL STATEMENTS (in thousands except share data)
Note 1 6 - Contingent Liabilities and Commitments
The Company does not reflect in its financial statements various commitments and contingent liabilities which arise in the normal course of business and which involve elements of credit risk interest rate risk and liquidity risk These commitments and contingent liabilities are commitments to extend credit commercial letters of credit and standby letters of credit A summary of the Banks commitments and contingent liabilities at December 31 is as follows
Commitments to extend credit under Unused commercial and other lines of credit Unused equity lines of credit Standby letters of credit
2014 201 3
$262907 46 125 42041
$234893 52905 40284
Commitments to extend credit commercial letters of credit and standby letters of credit a l l include exposure to some credit loss in the event of nonperformance of the customer The Banks credit policies and procedures for credit commitments and financial guarantees are the same as those for extension of credit that are recorded on the consolidated balance sheet Because these instruments have fixed maturity dates and because many of them expire without being drawn upon they do not generally present any significant liquidity risk to the Bank The Bank has not incurred any significant losses on its commitments in either 2014 201 3 or 2012
The Bank is party to litigation and claims arising in the normal course of business Management after consultation with legal counsel believes that the liabilities if any arising from such litigation and claims will not be material to the Companys consolidated financial position
Note 1 7 - Derivatives
D erivative contracts entered into by the Company are limited to those that are treated as non-designated derivative instruments The Company provides customers with interest rate swap transactions and offsets the transactions with interest rate swap transactions with inter-bank dealer counterparties as a means of offering risk management solutions to customers As ofDecember 3 1 2014 there were $6006 outstanding in notional values of swaps where the Company pays a variable rate of interest and the customer pays a fixed rate of interest This position is offset with counterparty contracts where the Company pays a fixed rate of interest and receives a floating rate of interest The estimated fair value of interest rate swaps was recorded as an asset of $207 and as a liability of $214 as of December 31 2014 Swaps with customers and inter-bank dealer counterparties are carried at fair value with adjustments recorded in other income The net effect of fai r value adjustments running through the income statement was immaterial during the year ended December 31 2014 There were no interest rate swap derivatives as of December 3 1 2013
3 9
STANDARD BANCSHARES I NC AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (in thousands except share data)
Note 1 8 - Financial I nstruments Fair Value Disclosure
The fair value measurement accounting Hterature establishes a fair value hierarchy which requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value The standard describes three levels of inputs that may be used to measure fair value
1 Level 1 - Unadjusted quoted mariltet prices in active markets that are accessible at the measurement date for identical unrestricted assets
2 Level 2 - Significant other observable inputs other than Level 1 prices such as quoted market prices for similar assets and liabilities quoted prices in markets that are not active or other inputs that a re observable or can be corroborated by observable market data
3 Level 3 - Signlficant unobservable inputs that reflect a reporting entitys own assumptions about the assumptions that mariltet participants would use in pricing an asset o r liability
A financial instruments level within the fair value hierarchy is based on the lowest level of input that is significant to the fair value measurement
Fair values of assets measured on a recurring basis at December 3 1 2014 and 2013 are as follows
De ce mbe r31 2014 Financial Assets
Securities available-for-sale US government sponsored entities and agencies Mortgage-backed securities - residential Equity securities
Total securities available-for-sale
Derivatives
Financial Liabilities
Derivatives
De ce mbe r 31 2013 Financial Assets Securities available-for-sale
US government sponsored entities and agencies Mortgage-backed secu rities - residential Equity securities
Total securities available-for-sale
Fair Value
$1 46307 3668 4 41 9
$1 54 394
$ 207
$ 214
$ 1 24431 1 2203
2 954 $ 1 39 588
Fair Value Measurements Usin1 Quoted Significant P rices Other
in Active Observable Markets Inputs (Level 1 ) (Level 2)
$
392 $ 392
$ -
$ -
$
$1 46307 3668 4 027
$1 54 002
$ 207
$ 2 1 4
$ 1 24431 12203 1 984
$1 38 61 8
Significant Unobservable
Inputs (Level 3)
$
$
$
$
$
$
As of December 31 2014 and 2013 there were no transfers between levels
40
STANDARD BANCSHARES I NC AND SUBSI DIARIES
NOTES TO CONSOLI DATED FI NANCIAL STATEMENTS (in thousands except share data)
Note 1 8 - Financial I nstruments Fair Value Disclosure (Continued)
The fair values of marketable equity securities available-for-sale are generally determined by quoted market prices in active markets for each specific security (Level 1 measurement inputs) If Level 1 measurement inputs are not available for a marketable equity security the fair value is determined by the quoted market price of a similar security traded in an active market (Level 2 measurement inputs)
The fair values of debt securities available-for-sale are generally determined by matrix pricing which is a mathematical technique widely used in the industry to value debt securities without relying exclusively on quoted market prices for the specific securities b ut rather by relying on the securities relationship to other benchmark quoted securities (Level 2 measurement inputs)
Derivative s
The fair value of derivatives are based o n valuation models using observable market data a s of the measurement date (Level 2) Our derivatives are traded in an over-the-counter market where quoted market prices are not always available Therefore the fair values of derivatives are detenmined using quantitative models that utilized multiple market inputs The inputs will vary based on type of derivative but could include interest rates prices and indices to generate continuous yield or pricing curves prepayment rates and volatility factors to value the position The majority of market inputs are actively quoted and can be validated through external sources including brokers market transactions and thirdshyparty pricing services
Fair values of assets measured on a nonrecurring basis are as follows
Oe ce mbe r31 2014 Other real estate owned net Impaired loans Loans held for sale Mortgage servicing rights
De ce mbe r 31 2013 Other real estate owned net Impaired loans Loans held for sale Mortgage servicing rights
Fair Value
$ 1 6233 41 895
8274 2435
$12 930 54 1 62
5408 2726
Fair Value Measurements Using Quoted Significant Prices Other
in Active Observable Markets Inputs (Level 1 ) (Level 2)
$ $
8274
$ - $
5408
Significant Unobservable
Inputs (Level 3)
$ 1 6233 41 895
2435
$1 2930 541 62
2726
Other real estate owned are initially recorded at fair value less costs to sell when acquired and are subsequently measured at the lower of cost or fair value less estimated costs to sell Fair values are based on third party appraisals of the property or internal valuations on smaller properties using comparable market data and various external resources resulting in a level 3 classification When the carrying value exceeds the fair value less costs to sell an impairment loss is recognized
The fair value of impaired loans secured by real estate with specific allocations of the allowance for loan --------- 1osses-is-generally-based-on--recent-real-estate-appraisals-or-internal-valuations-on-smaller-prnperties--shy
using comparable market data and various external resources These appraisals may utilize a single
41
STANDARD BANCSHARES INC AND SUBSI DIARIES
NOTES TO CONSOLI DATED FI NANCIAL STATEMENTS (in thousands except share data)
Note 1 8 - Financial Instruments Fair Value Disclosure (Continued)
valuation approach or a combination of approaches including comparable sales and the income approach resulting in a level 3 classification
Loans held for sale are carried at the lower of cost or fair value which is evaluated on a pool-level basis The fair value of loans held for sale is determined using quoted prices for similar assets adjusted for specific attributes of that loan or other observable market data such as outstanding commitments from third party investors resulting in a level 2 classification
The Company records its mortgage servicing rights at fair value and includes them in other assets in the Consolidated Balance Sheets Mortgage servicing rights do not trade in an active market with readily observable prices Fair value is based on market process for comparable mortgage servicing contracts when available or alternatively is based on a valuation model that calculates the present value of estimated future net servicing income Key economic assumptions used in measuring fair value of mortgage servicing rights at December 31 2014 included prepayment speeds maturities and discount rates While market based data is used to determine the assumptions the Company incorporates its own estimates of the assumptions market participants would use in determining the fair value of mortgage servicing rights which results in a level 3 classification
De cembe r 31 2014 Assets Cash and cash equivalents Securities held-to-maturity Securities available-for-sale Loans - net Loans held for sale Federal Home Loan Bank stock at cost Accrued interest receivable Derivatives
Liabilities
Deposits Federal Home Loan Bank advances Accrued interest payable Derivatives
De ce mbe r 31 2013 Assets
Cash and cash equivalents Securities held-to-maturity Securities available-for-sale Loans - net Loans held for sale Federal Home Loan Bank stock at cost Accrued interest receivable
Liabi lities Deposits Accrued interest payable
42
Carrying Value
$ 1 99476 3888
1 54394 1 744331
8274 3247 59 1 9
207
$ 1 993572 1 5000
265 214
$ 234 1 83 1 762
1 39588 1 61 9995
5408 3 143 5 576
$1 91 9 1 05 286
Fair Value
$ 1 99476 3 564
1 54394 1 798279
8274 3247 591 9
207
$1 992796 1 4984
265 214
$ 234 1 83 1 41 5
1 39588 1 679668
5408 3 143 5576
$ 1 920335 286
STANDARD BANCSHARES I NC AND SUBSI DIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (in thousands except share data)
Note 1 8 - Financial I nstruments Fair Value Disclosure (Continued)
In estimating the fair value of certain assets and liabilities not previously presented the following assumptions were made
Cash and Cash Equivalents
The carrying amounts of cash and equivalents reported in the balance sheet approximate fair value
Securities
Estimated fair values of securities are based on one of three models 1 ) quoted market prices where available 2) quoted market prices for similar instruments if quoted market p rices are not available 3) unobservable data that represents the Banks assumptions about items that market participants would consider in determining the fair value where no market data is available
L oans
Fair values of loans excluding loans held for sale are estimated as follows For variable rate loans that re-price frequently and with no significant change in credit risk fair values are based on carrying values Fair values for other loans are estimated using discounted cash flow analyses using interest rates currently being offered for loans with similar terms to borrowers of similar credit quality to calculate the present value of future contractual principal and interest cash flows and discounting them back to the present using a discount rate Impaired loans are valued at the lower of cost or fair value as described previously The methods utilized to estimate the fair value of loans do not necessarily represent an exit price
The fair value of loans held for sale is estimated based upon binding contracts and quotes from third party investors
Federal Home Loan Bank (FHLB) Stock
The carrying amounts reported in the balance sheet approximate fair value
Accrued Interest Receivable I Payable
The carrying amounts reported in the balance sheet approximate fair value
Deposits
The fair values disclosed for demand deposits (eg interest and non-interest checking passbook savings and certain types of money market accounts) are by definition equal to the amount payable on demand at the reporting date (ie their carrying amount) The carrying amounts of variable rate fixed-term money market accounts and certificates of deposit approximate their fair values at the reporting Fair values for fixed rate certificates of deposit are estimated using a discounted cash flows calculation that applies interest rates currently being offered on certificates to a schedule of aggregated expected monthly maturities on time deposits
Federal Home Loan Bank Advances
The fair value of Federal Home Loan Bank advances is estimated using discounted cash flow analyses --------based-on-the-currentborrowing-rate-of-similartypes-of-advances
43
STANDARD BANCSHARES I NC AND SUBSIDIARI ES
NOTES TO CONSOLI DATED FINANCIAL STATEMENTS (in thousands except share data)
Note 1 8 - Financial I nstruments Fair Value Disclosure (Continued)
Off-balance sh eet in strum ents
Fair asset andor liability value of off-balance sheet financial instruments as described in Note 1 6 may be estimated by applying fees currently charged for comparable commitments Based upon the qual ity of these commitments and their demand in the financial market it has been assumed that there is no material difference in the estimated fair value
Note 1 9 - TARP Capital Purchase Program
On April 24 2009 the Company entered into a Letter Agreement with the United States Department of Treasury (the Treasury) pursuant to which the Company sold to the Treasury 6000 shares of the Companys Fixed Rate Cumulative Perpetual P referred Stock Series A for $60 million and a warrant to acquire $3 million of Fixed Rate Cumulative Perpetual P referred Stock Series B for a nominal exercise price Immediately upon consummation of the closing the Treasury exercised the warrant and acquired the Series B Preferred Stock The Preferred Stock Series A qualified as Tier 1 capital and paid cumulative dividends q uarterly at a rate of 5 per annum The P referred Stock Series B qualified as Tier 1 capital and paid cumulative dividends quarterly at a rate of 9 per annum The difference between the initial carrying value that was allocated to the Series B Preferred Stock and its redemption value of $3 million will be charged to retained earnings (with a corresponding increase in the carrying value of the Series B Preferred Stock) over the first five years of the contract as an adjustment to the dividend yield using the level yield method During 201 1 the Company elected to suspend dividend payments For the year ended December 31 2012 total dividends of $3462 had been declared but not paid On February 22 201 3 1 3548387 of common shares were issued to the US Treasury in exchange for the $60 million and $3 million of Fixed Rate Cumulative Preferred Stock Series A and Series B respectively The Treasury subsequently sold those shares to institutional investors at $465 per share In addition the Company paid $6 million of dividends to the Treasury which included 1 00 of past due dividends and dividends due through February 22 2013
Note 20 - Regulatory Matters
The Companys primary source of cash is dividends received from its subsidiary bank The subsidiary bank is subject to certain restrictions on the amount of dividends that it may declare without prior regulatory approva L In addition the dividends declared cannot be in excess of the amount which would cause the subsidiary bank to fall below the minimum required for capital adequacy purposes
Banks and bank holding companies are subject to regulatory capital requirements administered by federal banking agencies Capital adequacy guidelines and additionally for banks prompt corrective action regulations involve quantitative measures of assets liabilities and certain off-balance-sheet items calculated under reg ulatory accounting practices Capital amounts and classifications are also subject to qualitative judgments by regulators Failure to meet capital requirements can initiate regulatory action Management believes as of December 3 1 2014 the Company and Bank meet al l capital adequacy requirements to which they are subject
Prompt corrective action regulations provide five classifications well capitalized adequately capitalized undercapitalized significantly u ndercapitalized and critically undercapitaized although these terms are not used to represent overall financial condition If adequately capitalized regu latory approval is required to accept brokered deposits If undercapitalized capital distributions are limited as is asset growth and expansion and capital restoration p lans are required At year-end 201 4 and 2013 the most recent reg ulatory notifications categorized the Bank as well capitalized under the regulatory framework for prompt corrective action There are no conditions or events since that notification that management believes have changed the institutions category
44
STAN DARD BANCSHARES I NC AND SUBSI DIARI ES
NOTES TO CONSOLIDATED FI NANCIAL STATEMENTS (in thousands except share data)
Note 20 - Regulatory Matters (Continued)
The Banks actual and required capital amounts and ratios are as follows
To Be Well Capitalized U nder
For Capital Prompt Corrective Actual Adeguac[ Puqoses Action Provisions
Amount Ratio Amount Ratio Amount Ratio As of December 31 2014 Total Capital
(to risk-based assets) Company $271 785 143 $ 152226 80 NA NA Bank 269993 1 42 1 52229 80 $1 90286 1 00
Tier I Capital (to risk-based assets) Company 247887 1 30 76 1 1 3 40 NA NA Bank 246093 129 761 14 40 1 14 171 60
Tier I Capital (to average assets) Company 247887 1 08 92 1 26 240 NA NA Bank 246 093 1 07 92 1 09 240 1 1 5 1 36 2 5 0
As of December 31 2013 Total Capital
(to risk-based assets) Company $246213 1 38 $142344 280 NA NA Bank 244607 1 38 1 42 170 280 $ 1 77713 2100
Tier I Capital (to risk-based assets) Company 223444 126 71 1 72 240 NA NIA Bank 221 838 1 25 71 085 240 1 06628 2 60
Tier I Capital (to average assets) Company 223444 1 03 86430 240 NIA NA Bank 221 838 1 03 86450 240 1 08 063 2 50
45
STANDARD BANCSHARES INC AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (in thousands except share data)
Note 21 - Capital Management
The overall objectives of the Companys capital management are to have the availability of sufficient capital to support loan deposit and other asset and liability g rowth and to maintain capital to absorb unforeseen losses or write-downs that are inherent in the business risk associated within the banking industry The Company seeks to balance the need for higher capital levels to address growth and unforeseen risks and the goal to achieve an adequate return on capital invested
In July 201 3 the federal banking agencies issued a final rule revising the regulatory capital rules applicable to most national banks and federal savings associations as well as their holding companies generally beginning on January 1 201 5 The rule implements the Basel Committees December 201 O framework known as Basel I l l for strengthening the international capital standards as wel l as certain p rovisions of the Dodd-Frank Act The final ru le implements a revised definition of regu latory capita l a new common equity Tier 1 minimum capital requirement of 450 and a higher minimum Tier 1 capital requirement of 600 (which is an increase from 400) Under the final rule the total capital ratio remains at 800 and the minimum leverage ratio is 400
Additionally under the final rule in order to avoid l imitations on capital distributions including dividend payments and certain discretionary bonus payments to executive officers a banking organization must hold a 25 capital conservation buffer composed of common equity Tier 1 capital above its minimum risk-based capital requirements The b uffer is measured relative to risk-weighted assets The final rule also enhances risk sensitivity and addresses weaknesses identified by the regulators over recent years with the measure of risk-weighted assets
The new minimum capital requirements will b e effective for the Company on January 1 201 5 whereas the capital conservation buffer and the deductions from common equity Tier 1 capital phase in over time beginning on January 1 201 6
Capital Raise
On February 22 201 3 Standard Bancshares Inc completed its recapitalization by issuing 29864795 shares of common stock at $465 per share for gross proceeds of $ 1 389 million 1 3 548387 of the common shares were issued to the US Treasury (the Treasury) in exchange for the $63 million of Fixed Rate Cumulative Preferred Shares Series A and B The Treasury subsequently sold those shares to I nstitutional Investors at $465 per share An additional 16 316408 of common shares were issued to Institutional Investors and private investors Of the aggregate 29864795 common shares issued 1 9430750 are voting shares and 1 0434045 are mm-voting shares
In conjunction with the recapitalization the Articles of Incorporation of the Company were amended to authorize 20000000 shares of preferred stock at $001 par value No preferred stock has been issued as of December 31 2014
Sto ck Settled Rights (SSRs)
On February 22 201 3 in connection with the recapitalization of the Company the Board of Directors distributed as a dividend in kind 7293407 Stock Settled Rights (SSRs) to the holders of the Common Stock as of the Record Date (November 5 2012) The number of SSRs issued is equal to the product of (i) 03888 and (ii) 18757921 the number Common Shares outstanding as of the Record Date The estimated fair value of the SSRs completed by an independent third party as of September 30 2014 and February 22 201 3 was determined to be approximately $026 per SSR or $1 880 and approximately $021 per SSR or $1 532 respectively Expense recorded related to the SSRs was $1 880 in 2014 No expense was recorded in 201 3
46
STANDARD BANCSHARES INC AND SUBSI DIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (in thousands except share data)
Note 21 - Capital Management (Continued)
Stock Settled Rights (SSRs) (Continued)
The SSRs are structured as common stock dividends to be paid to certain common shareholders of the Company under specific conditions The amount of common stock to be distributed is determined by a formula that considers among other things the value of the outstanding common stock at the Settlement Date Settlement Date is defined as the earlier of (i) the date a liquidity event (an I POrecapitalization or a sale of control) occurs during the term of the SSRs and (ii) the SSR Expiration Date (February 22 201 8) The SSRs will be exercised based on the value of the common shares at that time subject to the Settlement Rate formula
The Accretion Rate is a component of the Settlement Rate It is either an middotannual rate of 80 or 120 with the value determined by the cum ulative economic losses that occur in the loan portfolio from June 30 201 1 to the time the SSRs are settled
On the Settlement Date the Company shall determine the number of shares of Common Stock issuable upon the settlement of an SSR The Settlement Rate shall be calculated based on a formula that considers among other factors the value per share of the common stock on a fully diluted basis reduced by the accretion rate with that number divided by the value per share of common stock on a fully diluted basis
If the Settlement Rate is greater than zero the Company shall issue and deliver to each of the SSR Holders a number of shares of Common Stock equal to the product of (i) the Settlement Rate multiplied by (ii) the number of SSRs held by such H older as reflected in the SSR register as of the close of business on the last Business Day prior to such Settlement Date
In connection with the occurrence of a Liquidity Event on or prior to the Expiration Date the Board of Directors may at its option and in its sole discretion order the redemption and the Company may redeem the SSRs in whole or in part at the redemption price per SSR based on a formula that considers the price per share of Common Stock at which the Company is valued on a fully diluted basis in connection with such Liquidity Event as determined in good faith by the Independent Committee plus a l l cash dividends paid oil the common stock from the date of issuance of the SSRs less $465 accreting on a daily basis at the Accretion Rate
The Company hired an independent third party firm to value the SSRs The following variables were taken into consideration when deriving a value for the SS Rs
1 ) The probability of a liquidity event (sale of control or PO) during the term of the SS Rs 2) The Accretion Rate assigned to the Settlement Rate of the SSRs 3) The estimated value of the Companys common stock at the earlier of a) a liquidity event or b)
the SSR Expiration Date (February 22 201 8) 4) The type of liquidity event that might occur 5) Future value parameters including a) tangible common book value b) earnings and c) market
conditions
The valuation of the common shares at the Settlement Date will depend on the Companys financial condition and the market pricing of financial institution stock both on a stand-alone basis and on a sale of control basis at that time
47
STANDARD BANCSHARES I NC AND SUBSIDIARI ES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (in thousands except share data)
Note 22 - Condensed Financial Statements
The Company was incorporated in I l linois on February 23 1 982 The Company accounts for its investment in subsidiaries under the equity method Under this method the investment is recorded at cost adjusted for the subsidiaries undistributed net income (loss) Presented below are the condensed financial statements of Standard Bancshares I nc (Parent Company Only)
Assets Cash Investment in subsidiaries Other assets
Total assets
CONDENSED BALANCE SH EETS DECEMBER 31 2014 AND 2013
Liabilities and shareholders equity Other liabilities Total stockholders equity
Total liabilities amp stockholders equity
2014 $ 4 163
264242 328
$268733
$ 2685 266048
$268733
CON DENSED STATEMENTS O F I N COME YEARS ENDED D ECEMBER 31 201 4 201 3 AND 201 2
2014 I ncome
Other income $
Expenses 2909 Loss before income taxes and equity in undistributed
earnings of subsidiaries (2909) Income tax benefit 88
Loss before equity in undistributed earnings of subsidiaries (2821)
Equity in undistributed earnings (loss) of subsidiaries 1 7 1 1 5
Net income (loss) 1 4294 Preferred dividends and discount accretion on preferred shares
Net income (loss) applicable to common shareholders $1 4294
48
201 3 $ 2 1 95
248 090 1 944
$252229
$ 322 251 907
$252229
201 3 201 2
$ $ 1
1 747 8539
(1 747) (8538) 291 1 0 1 7
(1 456) (7521) 9 629 (23241) 8 173 (30762) 1 1 24 4090
$ 7049 $(34852)
STAN DARD BANCSHARES INC AND SUBSIDIARIES
NOTES TO CONSOLIDATED FI NANCIAL STATEMENTS (in thousands except share data)
Note 22 - Condensed Financial Statements (Continued)
CONDENSE D STATEMENTS OF CASH FLOWS YEARS ENDED DECEMBER 31 2014 201 3 AND 201 2
Cash flows from operating activities Net income (loss)
Adjustments Equity in undistributed net (income) loss of subsidiaries Amortization Stock based compensation expense ( Increase) decrease in other assets Increase (decrease) in other liabilities
Net cash provided by (used in) operating activities Cash flows from financing activities
Issuance of common stock net of issuance costs Capital contribution to Standard Bank Repayment of note payable Cash Dividends
N et cash provided by financing activities
Net increase (decrease) in cash
Cash - beginning of year
Cash - end of year middot
Supplemental schedule of non-cash financing activities Change in par value on common stock Exchange of preferred stock to common stock
49
2014
$ 1 4294
( 17 1 1 5) 28
782 1 616 2363 1 968
1 968
2 1 95
$ 4 163
$ $
201 3
$ 8 1 73
(9629) 29
441 1 872
(4273) (3387)
68598 (41 500) ( 16 1 00)
(6026) 4972
1 585
6 1 0
$ 2 1 95
$ 4277 $63000
201 2
$(30762)
23241 6 1 67
( 1908) 2 043
( 1 2 1 9)
( 1 2 1 9)
1 829
$ 6 1 0
$ $
FORM FR Y-6
STANDARD BANCSHARES INC
Hickory Hills Illinois Year Ending Dccember31 2014
REPORT ITEM
1 The BHC Is not registered with the SEC Coples of the Annual Report Nil be sent undersepirate cover when completed
2a Organization Chart fo Standard BallCShares Inc
I THE BOULEVARD INC
SL John Indiana 100
JnCQrporated in Indiana
2b Branch Verification
STANDARD BANCSHARES INC Hickory Hills Illinois Jncorporateltl In Illinois
STANDARD BANKAND TRUST COMPANY Hickory Hills llllnois
Incorporated In lllnols 100
I STANDARD REDEVELOPMENT INC
Hickory Hills Illinois 100
Incorporated in Illinois
(Not subject to Y-10 reporting ) Code 91 CE - Liquidation Of debts previously contracted
The branch and lax-kl flStings were emailed to branch revieW on 223115
3 (1) As ofyear-end
Name and Address
Trident SBI Holdings lP Greeffilidl CT
Robert E Gallagher Sr Trust John D Gallagher Trustee Palos Heights IL
The Gallagher Standard Bancshares TR Timolhy J GaJagheuror Trustee Hickory Hitls IL
Pantheon Standard LP San Francisco CA
CohesVe Capital Parners LP New York NY W Capital Partners II LP NewYork NY
Couritrlt of Citizenship or lncorooratlon Number and Percentage Of Voting Serurtties
USA 5662194- 1483
USA 5516086 - 1444
USA 4382666 - 1 t47
USA 3762128-985
USA 2 150537 - S63
USA 2 150537 - 563
Note llle shares in the Robert E Gallagher Sr Tr are voted on by John D Gallagher Director of Standard Bank Tue shares Jn the Gallager Standard Bancshares Tr are voted on by Timolhy J Gallagher Director of Standard Bank
3 (2) OtherSharehofors oat listed in Section 3 (1) above that held more than 5 during the year
None
Resuhs A Ilse of branches forvour holdln1 company STANDARD 8ANCSHARES INC (1245590) or HICKORY HILLS IL
The d1ta are n of 12312014 Data re II Kb information tlat wu received aod processed throuah 01072015
Rconcill1Uon and Vc1Uon St I DI 1 In the DIH Action column of each br111Ch row enter one or mort of the actioru specified below
2 If required enter the date In the Ettcttve Olte column
-OK tf the bnch Information s correct enter OK in the Oita AdJon column
Chi nee If the bndl Information Is Incorrect Of Incomplete revt the data enter Chance In the Dita Action column ind the d11te when this infOfmation first became v1lid In the Effective Ote column
am If a bnch listed was sold or clowd enterOose In tht Dita Action column and the s1e or dosured11te In the EtfectW Olte colurm
Olete If a bru1eh listed wu never owntd by this depository Institution enter Delete In the Oeta Acckgtn column
Add If a rt portable brtinch Is mlsslna lnStrt a row add the branch data ald entu Add In the Olt1 Action column and the opening or acquisition date In the Effecttve Date column
If prntln1 this list you m1y need to adjust your page Utup In MS E11ce1 Try using landscape orientation page sollria andor legal sized paper
Submlnion PfOOtdurbull When you ire finished send a saved copy to vour FRB contact Su the detailed lnlttldlons on this si for more informatlon
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Note To satisfy the FR Y-10 reportln1 requirements YoU must tiho submit FR Y-10 Domestic Branth Schedules for each branch with a Data Actlon of Olan1e Close Delete or Add
Thbull FR Y-10 report may be submitted 1n a hardcopy format or 11ia the FR Ymiddot10 OnH11e application middot httpsylOonllnefederalrerve1ov
bull FDtC UNINUM Office Number and ID_RSSO co1unvu ara for reference only Verification of these values is not required
- - 8nch Suvlce Type Branch 10 RSSO ia- terNeme Street Address City
ok FuUServltefHud Officel 19730 STAN OARD BANK ANO TRUST COMPANY 7800 WEST 9STH STREET HICKORY HILLS
ok Full Service 3202168 BOLINGBROOK BRANCH 282 NORTH WEBER ROAD BOLINGBROOK
ok Limited Strvce 4126065 CALUMET CITY 1968 SIBLEY BOULEVARD CALUMET CITY
FullSetvke 3309928 CLARK STREET 8RANOi 3747 NORnt CLARK STREET atlCAGO
ok FullServiett 474339 EWING BRANOf 10635 SOUTH EWING AVENUE CHICAGO
ok Full Servtce 2079925 HEGWISCH BRANCH 13336 SOUTH BALTIMORE AVENUE CHICAGO
ok limited Se-rvke 20817)5 SOUnt DERRING FACILITY 10535 SOVTH TORRENCE AVENUE CHICAGO
Full Service 4099271 THOREK BRANOi 836 WEST IRVING PARK ROAD OUCAGO
ok Full Service 2121280 COAL CITY BRANot 20 SOUTH KANKAKEE COAlCITY
full Service 2809038 EVERGREEN PARK BRANCH 2400 WEST 95TH STREET EVUtGREEN PARK
ok Full Service 3188909 FRANKFORT BRANCH 19997 LA GRANGE ROAD FRANKFORT
Full5etvice 810436 CiARONERBRANCJ1 118 DEPOT STREET GARDNER
ok FultSrvlct 3188897 JOLIET ampRANCJ1 2398 ESSINGTON ROAO JOLIET
Full Service 3439553 LOClCPORT BRANCH 16545 WEST 159TH STREET LOCKPORT
ok Full Service 290931 LYONSlST AVENUE BRANCH 8601 OGDEN AVENUE LYONS
ok Full Service 3671504 MINOOKA BRANCH 515 WESTUS ROUTE 6 MINOOKA
ok LlmltcServfce 2111338 MOAAIS LISBON BRANCH 1433 USBON STREET MORRIS
ok Full Servkt 2809010 MORRIS ROUTE 6 BRANCH 1111 WEST US ROUTpound 6 MORRIS
Ful1 Servlct 2809047 NAPERVILLE BRANCH 1607 NORTH AURORA ROAD NAPERVILLE
ok full 5ervfce 2809056 NEW LENOX BRANCH 456 NELSON ROAD NEW LENOX
Full sMce 2103129 OAK FOREST BRANOf 15901 SOUTH CENTRAL AVENUE OAX FOREST
ok Full SeMct 3490255 OAK LAWN lllTH BRANOf 4700 WEST 111TH STREET OAK LAWN
ok Full Sfrvlce 2096717 OAK LAWN 95TH BRANCH 4001 WEST 95TH STREET OAK LAWN
ok Full Service 2295538 ORLAND PARK BRANCH lSCXJO SOUTH WOLF ROAD ORLAND PARt
State VpCode
IL 60457
IL 60440
IL 60409
IL E06H
IL 00617
IL 0063
IL 00617
IL 60613
IL 60416
IL 60805
IL 6042
IL 60424
IL 60435
IL 60441
IL 60534
I L 60447
IL 60450
IL 60450
IL 60563
IL 60451
IL 60452
IL 60453
IL 60453
IL 60467
County CawN FDICUNINUM Offb Numberbull Haad otfice Head Office 10 RSSD Comments
COOK UNITEO STATES 10748 0 STANOARO BANK ANO TRUST COMPANY 19730
Will UN ITED STATES 419532 34 STANDARD BANK ANO TRUST COMPANY 19730
COOK UNITED STATES 510611 44 STANDARD BANK AND TRUST COMPANY 19730
COOK UNITpound0 STATES 429662 35 STANDARD BANK ANO TRUST COMPANY 19730
COOK UNITED STATES 12089 18 STANDARD BANK AND TRUST COMPANY 73ltgt
COOK UNITED STATES 244100 20 STANDARD BANK ANO TRUST COMPANY 19730
COOK UNITED STATES 244099 19 STANDARD BANK ANO TRUST COMPANY 19730
COOK UNITED STATpoundS 510612 4S STANDARD BANKANDTRUSTCOMPANV 1973ltgt
GRUNDY UNITED STATES 263852 17 STANDARD SANK AND TRUST COMPANY 730
COOK UNITED STATES 13875 4 STAN OARD BANK AND TRUST COMPANY 19730
Will UNITED STATES 357237 15 STAN OARD BANK AND TRUST COMPANY 19730
GRUNDY UNITED STATES 7234 1 STAN DARO BANK ANO TRUST COMPANY 19730
Will UNITED STATES 238ASA 13 STANDARD BANK ANO TRUST COMPANY 19730
Will UNlTEO STATES 450324 38 STAN OARD BANK AND TRUST COMPANY 19730
COOK UNITED STATES 10912 22 STANDARD BANK ANO TRUST COMPANY 19730
GRUNDY UNITED STATES 465426 42 STANDARD BANK AND TRUST COMPANY 1973ltgt
GRUNDY UNITED STATES 266774 16 STANDARD BANK ANO TRUST COMPANY 1730
GRUNDY UNITED STATES 2243S6 10 STANDARD BANK AND TRUST COMPANY 19730
OU PAGE UNITED STATES 238451 6 STANDARD BANK ANO TRUST COMPANY 19730
Will UNITED STATpoundS 238452 11 STAN OARD BANK ANO TRUST COMPANY 19730
COOK UNTED STATES 244101 21 STANDARD BANK AND TRUST COMPANY 19730
COOK UNITED STATES 441863 36 STANDARD BANK AND TRUST COMPANY 19730
COOK UNITED STATES 238447 1 STANDARD BANK AND TRUST COMPANY 19730
COOK UNITED STATES 238450 5 STANDARD BANt AND TRUST COMPANY 19730
ok Fullrvke 2100379 PALOS 11HH BfANOl 11901 SOUTHWEST HIGHWAY PALOSPARIC ll 00464 COOK UNITED STATES 238448 2 STAN DARO BANK AND TRUST COMPANY 19730
ok rulSltVice 2427544 PALOS lllST BRANCH 9700WEST lllST STREET PALOS PARK ll 00464 COOK UNlTEOSTATES 238449 3 STAN DARO BANK AND TRUST COMPANY 19730
ot llmtedSrvke 3490273 NORTH RIVERSIDE BRANCH BJSOWEST CERMAK ROAD RlvtRSlDE ll COOK UNITED STATES 441864 37 STANDARD BANK AND TRUST COMPANY 19730
ot FuLServke 3202171 SHOREWOOD BRANOl 970 BROOK FOREST AVENUE SHOREWOOD It - t UNITED STATES 419531 33 STANDARD BANICANDTRUSTCOMPANY 19730
ok FulSrvlee 3188918 VILLA PARK BfWIOi 1 WESrRoostVrlTROAD VlltAPARIC It 50181 OUPAGE UNITED STATES 238455 14 STANDARDBANKANDTRUSTCOMPANY 19730
ok FulSrvke WllMINGTON BRANCH lOOSSOUTH WATER STREET WILMINGTON It 004 lt UNITED STATES 238453 12 STANDARD BANK AND TRUST COMPANY 19730
ok Fulfrvk 3197031 CHESTERTON BRANCH middot 755 JNDIAN BOUNDARY ROAD OIESTERTON IN PORTER UNITEDSTAlES 275664 32 STANDARD BANK AND TRUST COMPANY 19730
ok ruUrvic 2161D17 EASTCHCAGO BRANCH 4518 lNOANAPOUS BOULEVARD EAST CHICAGO IN 46312 lAKE UNITEDSTAlES 29 STANDARDSANKANDTRUSTCOMPANY 19730
ok Fulrvk 4913n HAMMOND BRANCH 1007 CALUMET AVENUE HAMMOND IN 46324 AKE UNITEDSTAlES 42227 30 STANDARD BANK AND TRUST COMPANY 19730
Fulrvlc 2161D3S HIGHtAND BRANCH 2930 RIDGE ROAD HIGHLAND IN 46322 UNITEOSTAlES 275659 27 STANDARD BANK AND lRUST COMP AN I 19730
ot Futtsrvke 2161044 LOWHl BRANCH 2090 EAST COMMERICALAVENUE LOWELL IN 463Sfgt21r AKE ONITEDSTAlES 275661 28 STANDARD BANK ANDTRUSTCOMPANI 19730
ok Full Srvlce 3439562 MERRlllVlllE BRANCH 579WESTUNCOlN HIGHWAY MERRlllVlllE IN 46410 AKE ONlEO STATES 450325 39 STANDARD BANK AND TRUST COMPANI 19730
ok Full Srvice 453712 SAINT JOHN BRANCH 9321 WICKER AVENUE SAINT JOHN IN 46373middot00 AKE ONtlEDSTATES 42414 26 STANDARD BANK AND rnusr COMPANY 19730
middot
Report ttem 4 Directors and Office (1) Name amp Address
J-Ohn R Barber New York NY
Christopher Doody Ne-vYork NY
1pound1 Pnncipal Occupation [rtmiddotrmiddotwittl BHC
Mariaging Partner eohesiVe ea pita I
Princlpal Storm Point Capital
(3) (bull) TrtiePosition with BHC Diredor
Director
FORM FR Y-9
STANDARD BANCSHARES INC Fiscal YearEnding Decttmber3112014
(3) lb) ltlePosition wffi1 Subsidiaries
NIA
NIA
(3) (c TrtlePosltlon wttn otherbuslne$es
Managtng Partner Cohesive Capital
Principal Stone Point Ciipitit
bull Stone Point ls the manager of the TriOOnt funds which are investment entities that own 25 or morn of the outstanding voting seairities orinlerests in various companles Mr Doody ls an ernployee and officer of Stone Point and is oo deemed to contror S1oria Point or the Trldent Funds He is not a principal securities holder of Stone Point or the Trident Funds The invstmenl committees of the Trident Funds are responsible for voting the shares or such companies and Mr Doody is not a member of the investment committees of the Trident Fonds A sctiedule of such companies in which U1e Trident funds hnve invested is available upon request
John o Gallagher Ortand Park IL
Managing Genera[ Partner OfdlarU Hill Bldg Co
Director Dior-standarU Bank
Managin9 GenerBi Partner Orchard HlllmiddotB1dg Co President Ordiard Hm Building Co Inc
Managing Member Qnhard Hill Construction LLC
Managing Membelt Austin Construction Co bull LLC
Presdenl Bougton Development Co
President ennStructildeg Co lnc
Prestdenl middot Farmingdare Development eomiddot
middotana9in middotRa -middot middot fariTijngdre _Mittwo middot
Pldciit_ _ Fam1r9dale Utilify Co_
Managing Partner Frtz91erald Lad lnvestment Ptshp
(4) a) 1w of Voting Shares in BHC
563
middot1483
14450
(4)(o) (4) (b) Names of othfr companitts 4 of Voting (if 25 ormorl voting Shares in Subs securities a held
NIA
NIA
NIA
NIA
NIA
NIA
NIA
NIA
NIA
NIA
Dryden Cons1rudioo Co Inc 100
NIA
NIA
NIA
Frtzgerald Land Investment Plshp 25
(1) Name amp Mdlt=
John D Gallagher CJriand Pru IL
(2) Principal rbull _ BHC1
(3) (b) TdfePosition wiU1 SubsXfiarics
(J)(c TrtiePttSition wTUi other buslncssts
Trustee-Vote 100 Galla171ormiddot Henr)Tnisl
- Gallagher amp Henry Inc
Prumlaquo GaDaQhef Parloecs LP GB4 Jnc
Managing Partner Gl6mwod DevelopmElnt Co
Managmjl farlnelt Heruy Co Managmo Hermann Umd Investment Ptshp
Managing- Kolarlrugtd I lgthp Preltldeot Kokast -kimes Inc
PreSdenl Coo$trixtioo middotmiddot nc
- -MiAdams 400 Investment Ptshp
Msoagir(Q Partner Meifefl1 id lnpoundiiini _Pthp Managing Partner sr middotGod 1nVeslmoo Pbhp Managiog Partnef
-LampftPtshp TruSt6e
ThOGalfaghmiddotorSliujiini middot Trust
(4) (bull) of Voting Shares in BHC
(4) (b) of Voting Shares In SUbs
Names of other companies frf 25 degmom voting securiDes arn heJd NIA
NIA
NIA
NIA
NIA
NIA
NIA
Hennarm Lnnd Investment Ptshp 25
K6irland lovStrnerrlPiStip 25 NIA
NIA
NIA
Laod lNeStrnloi PlShp 25
df1li3 lfjJrlvtrpnt PWiP 25
Land l hp 25
e(Lao1fl PtShp 25_-xmiddotmiddot middot
standard tWesTrust 25 middot
(1) Name amp Address
Tnnothy J GsJlaghet Burr Ridge IL
(2) Principal Occupation [d other than with BHC)
(J) (a) TrltePosifion wtth BHC
(3)(b) TdiePosffion wittl Subskfcuies
OlaHrnan of the Board
(J) (c) TitlePosition with other businees
PreOOeot Brittany Glen Homeownoc l=gtc Suffield Woods Homeowner Assoc FanntngdaJe Viage Com Assoc fumlogdale Vdlage Com Assoc 2 Misty Meadoyenr Homeowner Assoc 1ltings1on Hills liomeOMler Assoc Gallagheramp Henrys Condos Goodiogs Grove Assoc Ganaghcr amp Heruys Goocfings Grove Umbretia Assoc Farmingdale Vil Cooos of Woodridge Homeowner Assoc Radc5ffe rtMe TOvlfflhomes Assoc
BNC OWnefs Assodatioo
Boughton Woodward Commenial Center LLC su-lgle MembeltUC- GB4 i5 member
Union Poirrte Investors Uc Sing1e MemberlLC- Union PcWe Oevclopmeot Co b member
Uoion POOte Buadlog Venture 1lLC Union 00rt lnvestorn LlC ts member Union Pofrrte Buikfing Venlilre 112 LLC Unton Point nveslor lLC is member
Union Pointe Boikfing Venture 3 LLC Union Poinl lnveslors UC is member
standgtnJ Bank -ALm1 Construction Co LlC
Pminlaquo Frtzyerald Lnnd Investment Pbttp
(lt)(bull) ofVotlng Shares in BHC
11520
(4) (b) ofVotiog Shares in Subs
NIA
Names of other companies (If 25 or l1XgtflJ voting securities aro held
NIA NIA NIA NIA NIA NIA NIA WA NIA NIA NIA
WA
NIA
WA
WA
NIA
NIA
WA
NIA
NIA
NIA
WA
WA
(1) =
Timothy J GJJbghctshyBorr Ridge IL
(2) Principal (if oUJef than wtth BHC)
3 (a) TitlePosition wilh BHC (3) 1c) Trtielosilion with other businesses ampcretuy amp Henry Inc
_ GieoMXgtd Developmeot Co
Partner Hermann Land Investment Pt5hp KOOr land Investment Ptstip
Secret3y Kolcast Homes loo
__ Koamp Construction Co Inc
Secrebgty Ordnrd Hin Buikfing Co Inc
Pa1nelt srrvb land 1ovestrnent Pshp -Smotelt Land Investment Ptshp Trustee- Vote 100 The Gollagher stmdafd
Trust
-- uruoo Pointe Development Co
lt4)(a) ofVotiog Shares in BHC
(4) (b) of Voting Shares In Sobs
tfamos of othcreomnk (lf25 ormoro vo6ng sccuritios arc held
NIA
NIA
NIA
Hennano Land Investment Ptshp 25
Kolar land Investment Pshp 25
NIA
NIA
NIA
Maas Land Investment Ptshp 25
McAdams Iand lnv=tmeni Plshp 25
Medema land lnvestme111 Ptshp 25
NIA
NIA
NIA
Slivka land Investment Plshp 25
SmoterUmd I Ptshp 25
Unkio Pointe Devdopmcot Co 25
(11 (21 Pl (a) 3 (b) 3) c) 4 (a) (4)b) Names of othelt com pan Name amp Adqross princi Occupation TJdcPositiorl TJHePositiorl TrticPosIDon of Voting of Voting [If 25 or mon voting
(if other than with Bl tc) wtth SHC with Subsidiaries with other businesses Shares In BHC Shares in Subs securities are heJd
Timothy J GaUagilet Slaquoretmy GB4 Inc SurRXgeIL GB4 lnc 251
Uoioo Polnte Bonding Venture 3 UC NIA Uoiont PoCnt lnves1ocs LLC is member
Lawraooe P Kelley NIA DirododVJCO Chaifman Oamp-edooVlce Chairman NIA 023lt))1 NIA NIA Pltullt IL PreraquoleoUCEO -0-0
standam Bank
Atampief Ko-arldt NIA DirodOlt Dirodoc NIA 0140 NIA NIA 1-fmsdak ll -
Howrd K Priess JI - deg Dirodoc Solo Pradiltgtoelt 0140 NIA NIA NapeMe IL Standard Bank
Owner White Oak Construction LlC Wh4te Oak Construction LLC 100
Robert A RoslKWt NIA Lead ndepcodeot Director oltedoc NIA D140( NIA NIA QOCago u standanl Bank
Charles E Shomo rv NIA deg Ciredor NIA 013lfI( NIA NIA Bur Ridgo IL standam Bank
Patrick J Hunt NIA _ Executive VPCFO NIA 008 NIA NIA Palos Heights IL EVPCfO standanl Bank
deg Scoltzu NIA Asst VPJAssl Asst VPAsst Secy NIA 00CXgt1 NIA NIA
Everyreen Park IL Sea-- SiandagtO Bank
STANDARD BANCSHARES INC AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CHANGES JN SHAREHOLDERS EQUITY YEARS ENDED DECEMBER 31 2014 2013 AND 2012
(in thousands except per share data)
Accumulated Additional Other
Preferred Common Paid-In Retained Comprehensive Stock Stock Caeital Earnings Income (loss)
BALANCE JANUARY 1 2012 $ 61533 $ 4464 $ 39208 $ 103497 $ 1357
Net Joss (30762) Other comprehensive loss net of tax (224) Accretion of discount on preferred stock 627 (627) Dividends declared - preferred stock (3463)
BALANCE DECEMBER 31 2012 62160 4464 39208 68645 1133
Net income 8173 Other comprehensive Joss net of tax (4) Change in par value from 238 to 01 per share (4277) 4277 Accretion of discount on preferred stock 840 (840) Dividends declared - preferred stock (911) Preferred Stock exchanged for 13548387
shares of Common Stock (63000) 136 62864 Issued 16316408 additional shares at $465
per share less issuance cost of $7274 163 68435 Stock based compensation 441
BALANCE DECEMBER 31 2013 486 175225 75067 1129
Net income 14294 Other comprehensive loss net of tax (935) Stock based compensation 782
BALANCE DECEMBER 31 2014 $ $ 486 $ 176007 $ 89361 $ 194
The accompanying notes are an integral part of the consolidated financial statements 6
Total
$ 210059
(30762) (224)
3463)
175610
8173 (4)
(911)
68598 441
251907
14294 (935) 782
$ 266048
STANDARD BANCSHARES INC AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS YEARS ENDED DECEMBER 31 2014 2013 AND 2012
(in thousands)
Cash flows from operating activities Net income (loss) Adjustments
Depreciation and amortization Provision for credit losses Provision for deferred income taxes (Gain) loss from sales of investment securities (Accretion) amortization of (discount) premium on investment securities net Originations of loans held for sale Proceeds from sales of loans held for sale Gains from sales of originated loans held for sale (Gain) loss on sale of other real estate owned (Gain) loss from sale of premises and equipment Write down of other real estate owned Stock based compensation expense Bank owned life insurance income Goodwill impairment Net change in other assets Net change in accrued expenses and other liabilities
Net cash provided by operating activities
Cash flows from investing activities Available-for-sale securities
Proceeds from sale of investment securities Proceeds from maturities of investment securities Purchase of investment securities
Held-to-maturity securities Proceeds from maturities of investment securities Purchase of investment securities
Purchase of Federal Home Loan Bank Stock Redemption of Federal Home Loan Bank stock Net change in loans Purchases of bank premises and equipment Proceeds from sale of bank premises and equipment Proceeds from sale of other real estate owned
Net cash (used in) investing activities
Cash flows from financing activities Net change in deposits Repayment on advances from Federal Home Loan Bank Proceeds from Federal Home Loan Bank advances Repayment of note payable Issuance of common stock net of issuance costs Dividends paid - preferred stock
Net cash provided by financing activities
Net change in cash and cash equivalents Cash and cash equivalents - beginning of year
Cash and cash equivalents - end of year
Supplemental cash flow information Interest paid on deposits and other borrowings Income taxes paid
Supplemental schedule of non-cash investing and financing activities Transfer to foreclosed real estate Transfer to premises held for sale
----change-in-parvalue-on-common-stoc Exchange of preferred stock to common stock
2014
$ 14294
5007 2967 7162
(611) (3)
(101863) 100381
(1928) (426) (491)
1154 782
(1437)
339 (655)
24672
6375 97802
(119885)
312 2430)
(104)
(133338) (1406) 1824 2004
(148846)
74467
15000
89467
(34707) 234183
$ 199476
$ 4031 3736
$ 6035 1462
2013
$ 8173
5239 8751 3425
270 (162764) 162033
(2608) (170)
(1) 2913
441 (1437)
4939 (2284) 26920
35918
214
2521 (126716)
(1777) 2
5135 (84703)
135 (23466)
(16 100) 68598 (6026)
23141
(34642) 268825
$ 234183
$ 10170 274
$ 3912
427-7 63000
The accompanying notes are an integral part of the consolidated financial statements 7
2012
$ (30762)
5624 33384 (6928)
334 (205693) 216624
(3620) 136 (18)
2476
(1469) 23987
3245 4268
41588
99963 (134057)
157
12531 (47883)
(2534) 18
4096 67709)
49431 (8615)
40816
14695 254130
$ 268825
$ 9316 138
$ 12108
STANDARD BANCSHARES INC AND SUBSIDIARIES
NOTES TO CONSOLIDATED FI NANCIAL STATEMENTS (in thousands except share data)
Note 1 - Summary of Significant Accounting Policies
The accompanying financial statements are prepared in accordance with generally accepted accounting principles and conform to general practices within the banking industry A summary of the significant accounting policies follows
Nature of Operations
Standard Bancshares Inc (the Company) is a bank holding company whose principal activity is the ownership and management of its wholly-owned subsidiary Standard Bank and Trust Company (the Bank) The Bank generates commercial mortgage and consumer loans and receives deposits from customers located primarily in the Chicago Metropolitan Northwest Indiana and surrounding areas The Bank operates under a state bank charter and provides full banking services As a state bank the Bank is subject to regulation by the Illinois Department of Financial and Professional Regulation and the Federal Deposit Insurance Corporation The Bank has two whol ly-owned subsidiaries One of those subsidiaries is an insurance agency and the other holds other real estate owned and land acquired for potential future development
Principles of Consolidation
The consolidated financial statements include the accounts of Standard Bancshares I nc the Bank and its wholly-owned subsidiaries after elimination of al l material intercompany transactions and balances
Use of Estimates
To prepare financial statements in conformity with accounting principles generally accepted in the U nited States of America management makes estimates and assumptions based on available information These estimates and assumptions affect the amounts reported in the financial statements and the disclosures provided and actual results could differ The allowance for loan losses valuation of other real estate owned evaluation of other intangible assets for impairment deferred tax assets and fair values of financial instruments are particularly subject to change
Investment Securities
Debt securities are classified as held-to-maturity when the Company has the positive intent and ability to hold the securities to maturity Securities held-to-maturity are carried at amortized cost The amortization of premiums and accretion of discounts are recognized in interest income using methods approximating the interest method over the period to maturity
Debt securities not classified as held-to-maturity are classified as available-for-sale Securities availableshyfor-sale are carried at fair value with unrealized gains and losses reported in other comprehensive income Realized gains (losses) on securities available-for-sale are included in other income (expense) and when applicable are reported as a reclassification adjustment net of tax in other comprehensive income Gains and losses on sales of securities are determined on the specific-identification method
Management evaluates securities for other-than-temporary impairment (OTT) on at least a quarterly basis and more frequently when economic or market conditions warrant such an evaluation For securities in an unrealized loss position management considers the extent and duration of the unrealized loss and the financial condition and near-term prospects of the issuer Management also assesses whether it intends to sell or it is more likely than not that it will be required to sell a security in an unrealized loss position before recovery of its amortized cost basis I f either of the criteria regarding intent or requirement to sell is met the entire difference between amortized cost and fair value is recognized as impairment through earnings For debt securities that do not meet the aforementioned criteria the
8
STAN DARD BANCSHARES I NC AND SU BSI DIARIES
NOTES TO CONSOLI DATED FINANCIAL STATEMENTS (in thousands except share data)
Note 1 - Summary of Significant Accounting Policies (Continued)
Investment Securities (Continued)
amount of impairment is split into two components as follows 1) OTII related to credit loss which must be recognized in the income statement and 2) OTII related to other factors which is recognized in other comprehensive income The credit loss is defined as the difference between the present value of the cash flows expected to be collected and the amortized cost basis For equity securities the entire amount of impairment is recognized through earnings
Loans Held for Sale
Mortgage loans originated and intended for sale in the secondary market are carried at the lower of the aggregate cost or fair value as determined by outstanding commitments from investors
Mortgage loans held for sale are generally sold with servicing rights retained Gains and losses on sales of mortgage loans are based on the difference between the selling price and the carrying value of the related loan
Loans
Loans that management has the intent and ability to hold for the foreseeable future or until maturity or payoff are reported at the principal balance outstanding less origination fees - net of costs and an allowance for loan losses Interest income is accrued on the unpaid principal balance Loan origination fees net of certain direct origination costs are deferred and recognized in interest income over the respective term of the loan using the level-yield method without anticipating prepayments
Interest income on mortgage and commercial loans is generally discontinued at the time the loan is 90 days delinquent unless the loan is well-secured and in the process of collection Consumer loans are typically reviewed for charge-off no later than 120 days past due Past due status is based on the contractual terms of the loans Nonaccrual loans and loans past due 90 days still on accrual include both smaller balance homogeneous loans that are collectively evaluated for impairment and individually classified impaired loans In a l l cases loans are placed on nonaccrual or charged off at an earlier date if collection of principal or interest is considered doubtful
All interest accrued but not collected for loans that are placed on nonaccrual or charged off is reversed against interest income The interest on these loans is accounted for on the cash-basis or cost-recovery method until qualifying for return to accrual Loans are returned to accrual status when a l l the principal and interest amounts contractually due are brought current and future payments are reasonably assured
The Bank grants commercial and residential mortgage commercial and consumer loans to customers A substantial portion of the loan portfolio is represented by loans to commercial businesses generally secured by business assets and real estate throughout the Chicago Metropolitan Northwest Indiana and surrounding areas The ability of the Companys debtors to honor their contracts is dependent on the real estate and general economic conditions in this area
Allowance for Credit Losses
The allowance for credit losses is evaluated on a regular basis by management and is based upon managements periodic review of the collectability of the loans in the light of historical experience the nature and volume of the loan portfolio adverse situations that may affect the borrowers ability to repay estimated value of any underlying collateral and prevailing 0conomic conditions The al lowance for loan losses is a valuation a llowance for probable incurred credit losses increased by the provision for loan
9
STANDARD BANCSHARES INC AND SUBSI DIARIES
NOTES TO CONSOLI DATED FINANCIAL STATEMENTS (in thousands except share data)
Note 1 - Summary of Significant Accounting Policies (Continued)
Allowance for Credit Losses (Continued)
losses and recoveries and decreased by charge-off of loans Management believed the estimated allowance for loan losses to be adequate based on known and inherent risks in the portfolio past loan loss experience information about specific borrower situations estimated collateral values economic conditions and other factors Allocations of the allowance may be made for specific loans but the entire allowance is available for any loan that in managements judgment should be charged-off Loan losses are charged against the al lowance when management believes the uncollectability of the loan balance is confirmed
The allowance consists of specific and general components The specific component relates to loans that are individually classified as impaired The general component covers non-impaired loans and is based on a historical migration analysis adjusted for current qualitative environmental factors The Company maintains a loss migration analysis that tracks loan losses and recoveries based on loan type as well as the loan risk grade assignment for commercial loans During 2013 the Company chose to change its methodology for determining the general component of the reserves Previously the portfolio was segmented into four categories and used a straight line three year loss history The Company now uses a migration analysis system that segments the portfolio into six categories incorporates losses by risk grade and the impact of changes in risk grade The system looks at a charge-off and the risk g rade of that loan during the prior eight quarters and then allocates a portion of the loss to the various risk grades The system incorporates charge-offs during the last four eight quarter segments These historical loss percentages are adjusted (both upwards and downwards) for certain qualitative environmental factors including economic trends credit quality trends concentration risks quality of loan review changes in staff and external factors and other considerations This evaluation is inherently subjective as it requires estimates that are susceptible to significant revision as more information becomes available
A loan is impaired when based on current information and events it is believed to be probable that the Company will be unable to collect all amounts due according to the contractual terms of the Joan agreement Loans for which the terms have been modified with no benefit to the Company received and for which the borrower is experiencing financial difficulties are considered troubled debt restructurings (TDRs) and classified as impaired Factors considered by management in determining impairment include payment status collateral value and the probability of collecting scheduled principal and interest payments when due Loans that experience insignificant payment delays and payment shortfalls generally are not classified as impaired Management determines the significance of payment delays and payment shortfalls on a case-by-case basis taking into consideration all of the circumstances surrounding the loan and the borrower including the length of the delay the reasons for the delay the borrowers prior payment record and the amount of the shortfall in relation to the principal and interest owned The Company evaluates impaired loans individually to determine whether or not interest continues to be accrued
All loans with relationship balances exceeding $250000 and an internal risk grading of 6 or worse are evaluated for impairment Generally al l loans over $250000 and on non-accrual will be considered impaired f a loan is impaired a portion of the allowance is al located so that the Joan is reported net at the present value of estimated future cash flows using the loans existing interest rate or at the fair value of collateral less estimated costs to sell if repayment is expected solely from the collateral Large groups of smaller balance homogeneous loans such as consumer and residential real estate loans are collectively evaluated for impairment and accordingly they are not separately identified for impairment disclosures
10
STANDARD BANCSHARES INC AND SU BSIDIARIES
NOTES TO CONSOLIDATED FI NANCIAL STATEMENTS (in thousands except share data)
Note 1 - Summary of Significant Accounting Policies (Continued)
Allowance for Credit Losses (Continued)
While management uses available information to recognize losses on loans further reductions in the carrying amounts of loans may be necessary based on changes in local economic conditions In addition regulatory agencies as an integral part of their examination process periodically review the estimated losses on loans Such agencies may require the Company to recognize additional losses based on their judgments about information available to them at the time of their examination Because of these factors it is reasonably possible that the estimated losses on loans may change materially in the near term However the amount of the change that is reasonably possible cannot be estimated
Transfers of Financial Assets
Transfers of financial assets are accounted for as sales when control over the assets has been relinquished Control over transferred assets is deemed to be surrendered when the assets have been isolated from the Company the transferee obtains the right (free of conditions that constrain it from taking advantage of that right) to pledge or exchange the transferred assets and the Company does not maintain effective control over the transferred assets through an agreement to repurchase them before their maturity
Bank Premises and Equipment
Land is carried at cost Other premises and equipment are carried at cost net of accumulated depreciation Depreciation is computed using the straight-line method based principally on the estimated useful lives of the assets Maintenance and repairs are expensed as incurred while major additions and improvements are capitalized Gains and losses on dispositions are included in current operations
Premises held for sale are carried at the lower of cost or fair value less costs to sell Fair values are based on third-party appraisals of the properties
Mortgage Servicing Rights
When mortgage loans are sold with servicing retained servicing rights are initially recorded at fair value with the income statement effect recorded as income on the sale of loans Fair value is based on market prices for comparable mortgage servicing contracts when available or alternatively is based on a valuation model that calculates the present value of estimated future net servicing income All classes of servicing assets are subsequently measured using the amortization method which requires servicing rights to be amortized into non-interest income in proportion to and over the period of the estimated future net servicing income of the underlying loans
Servicing rights are evaluated for impairment based upon the fair value estimate of the rights as compared to the carrying amount I mpairment is determined by stratifying rights into groupings based on predominant risk characteristics of the underlying loans Such characteristics include loan type loan size interest rate date of origination and loan term Impairment is recognized through a valuation a llowance to the extent that fair value is less than the carrying amount If the Company later determines that a l l or a portion of the impairment no longer exists for a particular grouping a redudion of the a llowance may be recorded as an increase to income The fair value of servicing rights are subject to significant fluctuation as a result of changes in estimated and actual prepayment speeds and default rates and losses For the years ended December 31 2014 2013 and 2012 mortgage servicing rights were determined not to be impaired
1 1
STANDARD BANCSHARES INC AND SUBSIDIARIES
NOTES TO CONSOLI DATED FINANCIAL STATEMENTS (in thousands except share data)
Note 1 - Summary of Significant Accounting Policies (Continued)
Mortgage Servicing Rights (Continued)
Servicing fee income which is reported on the income statement as secondary mortgage income is recorded for fees earned for servicing loans The fees are based on a contractual percentage of the outstanding principal or a fixed amount per loan and are recorded as income when earned The amortization of mortgage servicing rights is netted against secondary mortgage income Servicing fees totaled $969 $878 and $643 for the years ended December 3 1 2014 2013 and 2012 respectively Late fees and ancillary fees related to loan servicing are not material
Other Real Estate Owned
Real estate properties acquired through or in lieu of loan foreclosures are initially recorded at the fair value less estimated selling cost at the date of foreclosure Any write-downs based on the assets fair value at the date of acquisition are charged to the allowance for credit losses After foreclosure valuations are periodically performed by management and property held for sale is carried at the lower of the new cost basis or fair value less cost to sell Impairment losses on property to be held and used are measured as the amount by which the carrying amount of a property exceeds its fair value Costs of significant property
middotimprovements are capitalized whereas costs relating to holding property are expensed The portion of interest costs relating to development of real estate is capitalized Valuations are periodically performed by management and any subsequent write-downs are recorded as a charge to operations if necessary to reduce the carrying value of a property to the lower of its cost or fair value less cost to sell
Federal Home Loan Bank (FHLB) Stock
The Bank is a member of the FHLB Chicago Members are required to own a certain amount of stock based on the level of borrowings and other factors and may invest additional amounts FHLB stock is carried at cost classified as a restricted security and periodically evaluated for impairment based on ultimate recovery of par value When declared cash and stock dividends are recorded as income
Bank Owned Life Insurance
The Company has purchased life insurance policies on certain key executives and officers Bank owned life insurance is recorded at the amount that can be realized under the insurance contract at the balance sheet date which is the cash surrender value adjusted for other charges or other amounts due that are probable at settlement
Goodwill and Other Intangible Assets
Goodwil l resulting from business combinations prior to January 1 2009 represents the excess of the purchase price over the fair value of the net assets of businesses acquired Goodwill resu lting from business combinations after January 1 2009 is generally determined as the excess of the fair value of the consideration transferred plus the fair value of any non-controlling interests in the acquiree over the fair value of the net assets acquired and liabilities assumed as of the acquisition date Goodwill and intangible assets acquired in a purchase business combination and determined to have an indefinite useful life are not amortized but tested for impairment at least annually or more frequently if events and circumstances exists that indicate that a goodwill impairment test should be performed Goodwill totaling $23 987 was fully written off in 2012 Intangible assets with definite useful lives consist of core deposits acquired and are amortized over their estimated useful life of fifteen years to their estimated residual values
12
STANDARD BANCSHARES INC AND SUBSIDIARIES
NOTES TO CONSOLI DATED FI NANCIAL STATEMENTS (in thousands except share data)
Note 1 - Summary of Significant Accounting Policies (Continued)
Derivatives
ASC Topic 815 requires that every derivative instrument be recorded in the balance sheet as either an asset or liability measured at its fair value The guidance requires that changes in the derivatives fair value be recognized currently in earnings unless specific hedge accounting criteria are met The Company provides customers with interest rate swap transactions and offsets the transactions with interest rate swap transactions with inter-bank dealer counterparties Derivative contracts entered into by the Company are limited to those that are treated as non-designated derivative instruments Changes in the fair value of these derivatives are reported in earnings as non interest income
Mot1gage Banking Activities
Commitments to fund individual mortgage loans (interest rate locks) to be sold into the secondary market are taken out on both a best efforts and mandatory basis Mandatory commitments which are not executed are subject to potential pair off fees which reflect the changes in the market value of these commitments should unfavorable rate changes occur The Bank has had a sufficient best efforts commitment pipeline to satisfy any potential fallout of individual mandatory commitments Any pair off fees incurred are not material
Stock-Based Compensation
Compensation cost is recognized for stock options and awards issued to employees based on the fair value of these awards at the date of grant A B lack-Scholes model is utilized to estimate the fair value of stock options Compensation cost is recognized over the required service period generally defined as the vesting period
Income Taxes
Income taxes are provided for the tax effects of the transactions reported in the financial statements and consist of taxes currently d ue plus deferred taxes related primarily to differences between the basis of the a llowance for credit losses other real estate owned non-accrual interest and State net operating loss carryforwards The deferred tax assets and liabilities represent the future tax return consequences of those differences which will either be taxable or deductible when the assets and liabilities are recovered or settled Deferred tax assets and liabilities are reflected at income tax rates applicable to the period in which the deferred tax assets or liabilities are expected to be realized or settled As changes in tax laws or rates are enacted deferred tax assets and liabilities are adjusted through the provision for income taxes The Company files consolidated income tax returns with its subsidiaries
The Company recognizes a tax position as a benefit only if it is more likely than not that the tax position would be sustained in a tax examination including resolution of related appeals or litigation p rocesses The amount recognized is the largest amount of tax benefit that is greater than 50 likely of being realized on examination For tax positions not meeting the more likely than not test no tax benefit is recorded The Company recognizes interest and penalties related to income tax matters in income tax expense
Comprehensive Income
Comprehensive income consists of net income and other comprehensive income Other comprehensive income includes unrealized gains and losses on securities available for sale which are also recognized as separate components of equity
13
STANDARD BANCSHARES INC AND SUBSI DIARIES
NOTES TO CONSOLI DATED FI NANCIAL STATEMENTS (in thousands except share data)
Note 1 - Summary of Significant Accounting Policies (Continued)
Trust Assets and Fees
Assets held in a fiduciary or agency capacity are not included in the consolidated balance sheets since such items are not assets of the Company_ Income from trust fees is recorded when received This income does not differ materially from trust fees computed on an accrual basis
Cash Flows
The Company considers al l cash and due from banks cash advanced under ATM funding agreements interest-bearing deposits in other banks and federal funds sold to be cash equivalents for the purposes of the statements of cash flows
Reclassification
Certain reclassifications have been made in the prior year financial statements to conform with the current year presentation with no effect on net income or shareholders equity
New Accounting Pronouncements
In January of 2014 the Financial Accounting Standards Board (FASB) issued guidance to clarify when an in substance repossession or foreclosure occurs and an entity is considered to have received physical possession of the residential real estate property such that a loan receivable should be derecognized and the real estate property recognized Additionally the guidance requires interim and annual disclosure of the amount of foreclosed residential real estate property held by the entity and the recorded investment in consumer mortgage loans collateralized by residential real estate property that are in the process of foreclosure according to local requirements of the applicable jurisdiction The guidance is effective for annual and interim periods beginning after December 15 2014 and can be applied retrospectively or prospectively Management does n ot expect the adoption of this guidance will materially impact the Companys financial condition resu lts of operations or liquidrty_
In January 2014 the FASB amended existing guidance to eliminate the effective yield election and to 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 Disclosures for a change in accounting principle are required upon transition The amendment is effective for annual and interim periods beginning after December 15 2014 Adoption of this standard is not expected to have a material effect on the Companys financial condition or results of operations
Subsequent Events
Management reviewed subsequent events for recognition and disclosure through March 13 2015 which is the date the financial statements were available to be issued_
14
STANDARD BANCSHARES INC AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (in thousands except share data)
Note 2 - Cash and Cash Equivalents
The Companys banking subsidiary is required by the Federal Reserve Bank to maintain certain average cash reserve balances The required reserve balance at December 31 2014 and 2013 was $1 7889 and $ 1 7 395 respectively
The nature of the Companys business requires that it maintain amounts due from banks federal funds sold and interest-bearing deposits in other banks which at times may exceed federally insured limits Management monitors these correspondent relationships and the Company has not experienced any losses in such accounts
Note 3 - Investment Securities
Carrying amounts and fair values of investment securities were as follows
December 3 1 2014 December 31 2013 Gross Gross Gross Gross
Amortized Unrealized Unrealized Fair Amortized Unrealized Unrealized Fair Cost Gains Losses Value Cost Gains Losses Value
Held-to-maturity
Mortgage-backed $ 266 $ 18 $ $ 284 $ 378 s 25 $ - $ 403 securlties - residential
States and political subdivisions 2230 2230
Trust preferred security 1 392 (342) 1 050 1384 372) 1012
Total held-to-maturity 3888 18 (342) 3564 1762 25 (372) 1 415
Available-for-sale US g overnment-sponsored 1 46410 72 (1 75) 1 46307 1 24245 186 124431
entities and agencies
Mortgage-backed securities - residential 3436 232 3668 1 1287 916 12203
Equity securtties 4235 184 441 9 2235 735 (16) 2954
Total available-for-sale 154081 488 (175) 154394 137767 1837 (16) 139588
Total investment securities $157969 $506 $(517) S157958 $1 39529 $1862 $ (388) $141 003
15
STANDARD BANCSHARES INC AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (in thousands except share data)
Note 3 - Investment Securities (Continued)
The amortized cost and fair value of debt securities at December 31 2014 by contractual maturity are shown below Maturities may differ from contractual maturttie in mortgage-backed securities -residential because the mortgages underlying the securities may be called or repaid without any penalties Equity securities have no maturity therefore these securities are not included in the maturity categories in the following summary
Amounts maturing in
One year or less After one year through five years After five years through ten years Over ten years Mortgage-backed securities - residential Equity securities
Total
Securities Held-to-maturity
Amortized Fair Cost Value
$2155 $2155 75 75
1392 1050 266 284
3 888 3 564
Securities Avaiiable-for-sale
Amortized Fair Cost Value
$ 33447 $ 33486 112963 112821
3436 3668 4 235 4 419
154 081 154 394
Equity securities include $4027 of Community Reinvestment Act (CRA) eligible mutual funds and $392 in Fannie Mae and Freddie Mac preferred stock
The proceeds from sales of securities available-for-sale and the associated gains and losses are listed below for the year ended 2014
Proceeds
Gross gains Gross losses
There were no sales of securities in 2013 or 2012
$6375
611
Investment securities with a carrying value of $115645 and $135656 at December 31 2014 and 2013 respectively were pledged to secure public deposits short-term borrowings and for other purposes required or permitted by law
Information pertaining to securities with gross unrealized losses at December 31 2014 and 2013 aggregated by investment category and length of time that individual securities have been in a continuous loss position follows
16
STANDARD BANCSHARES INC AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (in thousands except share data)
Note 3 - Investment Securities (Continued)
Less Than 1 2 Months
December 31 201 4
Held-to-maturity Trust preferred security
Available-for-sale US government-sponsored
entities and agencies
Fair Value
$
$76908
Gross Unrealized
Losses
$
$(1 75)
1 2 Months or Greater
Fair Value
$ 1 050
$
Gross Unrealized
Losses Fair Value
$(342) $ 1 050
$ $76908
Total Gross
Unrealized Losses
$ (342)
$ (1 75)
Less Than 1 2 Months 1 2 Months or Greater Total Gross Gross Grnss
Fair Unrealized Unrealized Unrealized December 31 2013 Value Losses Fair Value Losses Fair Value Losses
Held-to-maturity Trust preferred security $ $ $ 1 012 $(372) $ 1 0 1 2 $ (372)
Available-for-sale Equity securities $1 984 $ (1 6) $ $ $ 1 984 $ (1 6)
Management evaluates securities for other-than-temporary impairment at least on a quarterly basis and more frequently when economic or market concerns warrant such evaluation Consideration is given to (1) the length of time and the extent to which the fair value has been less than cost (2) the financial condition and near-term prospects of the issuer and (3) the intent and ability of the Company to retain its investment in the issuer for a period of time sufficient to allow for any anticipated recovery in fair value
The Company had seventeen securities in a loss position at December 31 2014 One security is a trust preferred security with an amortized cost of $1 392 and an unrealized loss of $342 The other sixteen securities are government sponsored entity and agency securities with an amortized cost of $77083 and an unrealized loss of $175
The unrealized loss on the trust preferred security and government-sponsored entities and agencies were related to changes in interest rates and illiquidity in the financial services industry Management has evaluated the prospects of the issuer in relation to the severity and duration of the impairment Based on that evaluation and managements ability and intent to hold those investments for a reasonable period of time sufficient for a forecasted recovery of fair value management does not consider those investments to be other-than-temporarily impaired at December 31 201 4
17
STANDARD BANCSHARES INC AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (in thousands except share data)
Note 4 - Loans
Major Classifications of loans are as follows
Construction and land development Commercial Commercial real estate non-owner occupied Commercial real estate owner occupied Residential real estate Consumer
Total
Origination fees - net of costs Allowance for credit losses
Loans net
201 4 $ 110343
449341 427043 569269 1 18612
97066
1 771 674
( 1 023) (26320)
$1744331
2013 $ 140294
324898 4 1 9775 550900 1 1 7 343 1 08664
166 1 874
(984) (40895)
$161 9995
Construction loans are generally based upon estimates of the cost and value associated with the construction of the property Construction loans often involve the disbursement of substantial funds with repayment primarily dependent upon the success of the completed project Sources of repayment for these types of loans may be permanent loans from long-term lenders or sales of developed property Generally these loans have a higher risk profile than other real estate loans due to their repayment being sensitive to real estate values interest rate changes governmental regulations of real property demand and supply of similar projects the availability of long term financing and changes in general economic condition
Commercial loans are primarily lines of credit and equipment loans that are secured by accounts receivable inventory fixed assets and sometimes with real estate These loans are repaid through the operating cash flow of the company The increase in commercial loans was due to generally improved business activity resulting from the stabilizing economy and our focus on generating growth in this category of lending in order to better diversify our commercial portfolio Commercial loans are underwritten after evaluating and understanding the borrowers ability to operate its business
Underwriting standards are designed to ensure repayment of loans and mitigate loss exposure As part of the underwriting process the Company examines current cash flows to determine the ability of the borrower to repay its obligations as agreed Commercial loans are primarily made based on the identified cash f lows of the borrowers and secondarily on the underlying collateral provided by the borrower
Commercial real estrite locins consisted primarily of loans to business owners and developersinvestors in owner and non-owner occupied commercial properties The Company classifies the properties into owner-occupied which represents loans where more than 50 of the rental income is from the owner of the property or a related company and non-owner occupied represents loans where less than 50 of the rental income is from the owner of the property Non-owner occupied can include 5-unit or more apartment buildings retail office buildings hotels warehouse and industrial properties Repayment will come from the rental income paid by the tenants or owner Commercial real estate loans are subject to underwriting standards and processes similar to commercial loans in addition to those standards and processes specific to real estate Commercial real estate lending typically involves higher loan principal amounts and the repayment of the loans is largely dependent upon the successful operation of the property securing the loan or the business conducted on the property securing the loan Commercial real estate loans may be more adversely affected by conditions in the real estate market or in the general economy The properties securing the Companys commercial real estate portfolio are diverse in terms
1 8
STANDARD BANCSHARES INC AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (in thousands except share data)
Note 4 - Loans (Continued)
of type and geographic location within our market area Management monitors and evaluates real estate loans based on cash flow collateral location and risk grade criteria
The residential real estate portfolio consists of 1-4 family first lien loans secured by the borrowers home and are generally within our market area Any loans outside our market area are to customers with homes or businesses in our market areas
The consumer loans consist of loans to individuals for consumer purposes home equity loans home equity lines of credit and second mortgages Consumer loans are centrally underwritten utilizing various loan policy guidelines that take into consideration the borrowers ability to repay and the collateral offered
At December 31 2014 and 2013 certain officers directors and companies in which they have beneficial ownership were indebted to the Bank in the aggregate amount of $32267 and $36457 respectively During 2014 no new loans were made to such related parties and net repayments on existing loans amounted to $4 1 90 During 2013 new loans made to such related parties amounted to $389 and net repayments on existing loans amounted to $2082
19
STANDARD BANCSHARES INC AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (in thousands except share data)
Note 4 - Loans (Continued)
All owance fo r Credit L osses
Following is a summary of the activity in the allowance for credit losses
Commercial Commercial Real Estate Real Estate Non-owner Owner Residential
December 31 2014 Construction Commercial Occu12ied Occu12ied Real Estate Consumer Total
Allowance for loan losses
Beginning balance $ 16575 $ 2072 $ 3390 $ 1 2255 $ 3545 $ 3057 $ 40895
Provision for credit losses (1 945) 1981 5370 (3859) 193 1 228 2967
Loans charged-off (1 1 039) ( 1 717) (4247) (2632) (475) (994) (211 04)
Recoveries 2 833 _llsect 200 __sectQ __fil1_ 3 562
Total ending allowance balance $_JJA23 L2A28 $_A79j_ $ 5 955 $ 3 323 $ 26 320
Commercial Commercial Real Estate Real Estate Non-owner Owner Residential
December 31 2013 Construction Commercial Occu12ied 0CCUQied Real Estate Consumer Total
Allowance for loan losses
Beginning balance $17755 $ 4168 $ 1 3052 $ 18109 $ 3317 $ 2805 $ 59206
Provision for credit losses 6401 (724) (839) 2310 742 861 8751
Loans charged-off (7635) (1472) (1 0720) (8237) (515) (659) (29238)
Recoveries _M __jQQ ---1sectfil 74 __ 1 -2Q --2J1sect Total ending allowance balance $16 57S $2J)72 $ 3 390 $ 12 256 L351s UD57 $ 40 895
Commercial Commercial Real Estate Real Estate Non-owner Owner Residential
December 31 2012 Construction Commercial Occu12ied 0CCUQied Real Estate Consumer Total
Allowance for loan losses
Beginning balance $13016 $ 3214 $ 5275 $ 11620 $ 1975 $ 1860 $ 36960
Provision for credit losses 791 6 4614 8620 6815 3149 2270 33384
Loans charged-off (6354) (3937) (917) (401) (1841) (1362) (14812)
Recoveries ---11lZ _____fl_ 74 75 ___M ___E 3 674
Total ending allowance balance $1L155 $A1fill iil3 052 gt rn ms $ 3 3JZ $ 2 605 $ 59 206
20
STANDARD BANCSHARES INC AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (in thousands except share data)
Note 4 - Loans (Continued)
The following tables present the balance of the allowance for loan losses and the recorded investment in loans by portfolio segment and based on impairment method
December 31 201 4
Allowance for Joan losses
Ending balance individually evaluated for impainnent
Ending balance collectively evaluated for impainnent
Total ending allowance
Loans Ending balance individually evaluated
for impainnent Ending balance collectively evaluated
for impainnent
Total ending loan balances
Oecember 31 2013
Allowance for loan losses
Ending balance individually evaluated for impainnent
Ending balance collectively evaluated for impainnent
Total ending allowance
Loans Ending balance individually evaluated
for impainnent Ending balance collectively evaluated
for impainnent
Total ending Joan balances
Construction
s 5136
1 287
_$ 6 423
$ 20252
90 091
$jj0 343
Construction
$ 14662
1 913
_$ J6 szs
$ 35249
1 05 045
S140 29plusmn
Commercial
$ 601
1 827
_$ 2 428
$ 871
448470
$449 34j
Commercial
$ 461
1 6 1 1
$ 2 OZ2
$ 2294
322604
$32plusmn 888
2 1
Commercial Real Estate Non-owner Occupied
$ 1 373
3 41 8
$ 4Z9J
$ 1 5345
411 698
$427 043
Commercial Real Estate Non-owner Occupied
$ 1 865
1 525
$ 3 390
$ 1 5176
404 599
$4J9 ZZ5
Commercial Real Estate
Owner Occupied
$ 5 1 6
5 449
_$ 5 965
$ 6706
562563
$569 269
Commercial Real Estate
Owner Occupied
$ 3331
8 925
$ j2 256
$ 1 7201
533699
$550 900
Residential Real Estate
$ 1 665
1 658
$ 3 323
$ 5795
1 1 2817
$118 612
Residential Real Estate
$ 1 496
2 049
$ 3 545
$ 3799
1 1 3 544
S1H 343
Consumer Total
s 2 160 s 1 1 451
1 230 14 869
_$ 3 GO $ 76320
s 4377 $ 53346
92689 1 71 8328
_$ 97 066 $j Vj 674
Consumer Total
s 1 334 $ 23149
1 723 17 746
$ 3 057 $ 40 895
$ 3592 $ 77311
1 0 5072 1 584 563
S10B 664 S1 661 8Z4
STANDARD BANCSHARES INC AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (in thousands except share data)
Note 4 - Loans (Continued)
The following tables present loans individually evaluated for impairment by class of loans
Unpaid Allowance for Average Principal Recorded Loan Losses Recorded
December 31 2014 Balance Investment Allocated Investment
Wrth no related allowance recorded Construction $1 4349 $ 2200 $ $ 2824
Commercial 1 866 266 623
Commercial real estate non-owner occupied 12128 1 0392 1 1 282
Commercial real estate owner occupied 1 0541 3771 3617
Residential real estate 999 999 1 1 58
Consumer 2 557 ____1MQ --- -----1m Subtotal $42440 $1 91 87 _$ __
- $20780
With an allowance recorded
Construction $24344 $1 8052 $5 136 $27023
Commercial 605 605 601 1 498
Commercial real estate non-owner occupied 7149 4953 1 373 4132
Commercial real estate owner occupied 3163 2935 5 1 6 8607
Residential real estate 4796 4796 1 665 3736
Consumer _____bill_ _____bill_ ____lJ_sectQ 2 997
Subtotal $42875 $34159 $1 1 451 $47993
Construction $38693 $20252 $5136 $29847
Commercial 2471 871 601 2121
Commercial real estate non-owner occupied 1 9277 1 5345 1 373 1 5414
Commercial real estate owner occupied 1 3704 6706 5 1 6 1 2224
Residential real estate 5795 5795 1 665 4894
Consumer 5 375 4 377 ____lJ_sectQ 4 273
Total $1U51 S6JUL1
22
Interest Income
Recognized
$ 460
69
361 2 1 9
5 1
___g $ 11 92
$ 325 1 1
72
1 1 5
1 20
$ 676
$ 785
80
433
334
1 71
-----2i $1 868
STANDARD BANCSHARES INC AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (in thousands except share data)
Note 4 - Loans (Continued)
Unpaid Allowance for Average Interest
Principal Recorded Loan Losses Recorded Income December 31 201 3 Balance Investment Allocated Investment Recognized
With no related allowance recorded Construction $ 3440 $ 2790 $ $ 6783 $ 1 5
Commercial 1 761 1 761 1 828 76
Commercial real estate non-owner occupied 9051 9051 1 0068 410
Commercial real estate owner occupied 3664 341 3 1 368 84
Residential real estate 1 284 1 284 1 254 26
Consumer 1 477 ------1Jn --- ____1dQsect_ ___2Q Subtotal $20677 $1 9426 L____ $22809 LJill
With an allowance recorded
Construction $41 71 0 $32459 $1 4662 $32 188 $ 671
Commercial 533 533 461 499 6
Commercial real estate non-owner occupied 6125 6125 1 865 1 1 128 45
Commercial real estate owner occupied 20172 1 3788 3331 1451 6 318
Residential real estate 25 1 5 251 5 1 496 2170 1 01
Consumer 2 465 2 465 Subtotal $73520 $57885 $23149 $62354 llill
Construction $45150 $35249 $14662 $38971 $ 686 Commercial 2294 2294 461 2327 82
Commercial real estate non-owner occupied 1 5176 1 5176 1 865 21 1 96 455
Commercial real estate owner occupied 23836 17201 3331 15884 402
Residential real estate 3799 3799 1 496 3424 1 27
Consumer 3 942 3592 3 361 ___sectpound Total $M1_9Z $77 311 $23 149 $ll_5_1fill $1 814
23
STANDARD BANCSHARES INC AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (in thousands except share data)
Note 4 - Loans (Continued)
Unpaid Allowance for Average Interest
Principal Recorded Loan Losses Recorded Income December 31 2012 Balance I nvestment Allocated I nvestment Recognized
With no related allowance recorded Construction $ 2712 $ 1 819 $ $ 3600 $ 346
Commercial 1 763 1 410 1 931 7
Commercial real estate non-owner occupied 1 448 1 448 2451 1 5
Commercial real estate owner occupied 2238 2238 9805 60
Residential real estate
Consumer ---1Jlllli - ---1Jm --- ---
Subtotal $1 0056 $ 741 3 L___ $1 9690
With an allowance recorded Construction $43737 $ 39645 $12359 $45048 $ 455
Commercial 270 270 271 276
Commercial real estate non-owner occupied 27925 27489 1 1 777 20670 709
Commercial real estate owner occupied 4584 4584 1 782 4252 88
Residential real estate 3824 1 622 802 3842 88
Consumer 2885 ____LlQsect ______lQg Subtotal $83225 $ 7481 6 $27300 $76986 $ 1 373
Construction $46449 $41 464 $1 2359 $48648 $ 801 Commercial 2033 1 680 271 2207 7
Commercial real estate non-owner occupied 29373 28937 1 1 777 23121 724
Commercial real estate owner occupied 6822 6822 1 782 14057 148
Residential real estate 3824 1 622 802 3842 88
Consumer 4 780 1 704 ______lQg _isectQ1 ___TI Total Sfil281 $R222_9_
Interest income recognized includes interest accrued and collected on the outstanding balances of accruing impaired loans as well as interest cash collections on non-accruing loans and impaired loans for which the ultimate collectability of principal is not certain
24
STANDARD BANCSHARES INC AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (in thousands except share data)
Note 4 - Loans (Continued)
The following is an analysis of the age of the recorded investment in past due and nonaccrual Joans
December 31 2014
Construction
Commercial Commercial real estate
non-owner occupied Commercial real estate
owner occupied Residential real estate
Consumer
Total
December 31 201 3
Construction
Commercial Commercial real estate
non-owner occupied Commercial real estate
owner occupied
Residential real estate
Consumer
Total
Credit Qu ality Indicators
30-59 days
$ 398
714
122 726
1 457
30-59 days
$
1 89
41
61
907
_____sectQl_ $2 061
90 days or more past
due and 60-89 days accruing
$ 72 $
1 53
290 533
1 1 5 944 1 5
_filsect ___fil_ S2115 $_Z1fi
90 days or more past due and
60-89 days occruing
$ 672 $
66
770
395 1 9
886 248
-11sect _____sect $2 907 $_3j_Q
Total Past Current Non-accrual Due Loans Total
$20252 $20722 $ 89621 $ 1 1 0343
871 1 738 447603 449341
7291 81 1 4 41 8929 427043
26 1 2 2849 566420 569269 6424 8109 1 1 0503 1 1 861 2
4 039 6235 90 831 97 066
$41 489_ $1 723 907 $1 V1 674
Total Past Current Non-accrual Due Loans Total
$1 7361 $18033 $ 1 22261 $ 1 40294
479 734 324164 324898
6230 7041 412734 41 9775
131 08 13583 537317 550900
551 8 7559 1 09784 1 1 7343
4 1 76 5200 1 03 464 1 08 664
$52 150 $1 609 724 $1 661 874
The Company categorized its non-homogenous Joans into risk categories based on relevant information about the ability of borrowers to service the debt such as among other factor$ current financial information historical payment experience credit documentation public information and current economic trends The Company analyzes loans individually by classifying the Joan as to credit risk This analysis is done annually on a Joan by loan basis The Company uses the following definitions for classified risk ratings
Pass Loans classified as Pass are considered to be performing Joans that have adequate cash flow andor collateral based upon our underwriting process
Special Mention Loans classified as special mention have a potential weakness that deserves managements close attention If left uncorrected these potential weaknesses may result in deterioration of the repayment prospects for the Joan or of the institutions credit position at some future date
25
STANDARD BANCSHARES INC AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (in thousands except share data)
Note 4 - Loans (Continued)
Substandard Loans designated as substandard are inadeq uately protected by the current net worth and paying capacity of the obligor or the collateral pledged if any Loans have a wellshydefined weakness or weaknesses that jeopardize the liquidation of the debt They are characterized by the distinct possibility that the Bank will sustain some loss if the deficiencies are not corrected
Performing Not Rated Loans classified as Performing Not Rated are considered to be performing loans at the time of u nderwriting but historically ones in which we do not obtain updated financial information after the loans are originated These are generally consumer loans first mortgage home loans and home equity loans
Loans not meeting the criteria above are analyzed individually as part of the above described process and are considered to be unclassified loans Based on the most recent analysis perfornied the loan risk classifications are as follows
Special Performing December 31 2014 Pass Mention Substandard Not Rated Total
Construction $ 80127 $ 7719 $ 21249 $ 1 248 $ 1 1 0343
Commercial 442867 4915 1 559 449341
Commercial real estate non-owner occupied 399762 1 8880 8401 427043
Commercial real estate owner occupied 531 31 5 27295 1 0659 569269
Residential real estate 29747 1 1 9 8250 80496 1 1 8612
Consumer 8 91 0 312 5 939 81 905 97 066
Total $1 192 728 $ 59240 $ 56 057 SJ63 649 S1 ZZJ 6H
Special Performing December31 2013 Pass Mention S ubstandard Not Rated Total
Construction $ 90330 $ 9396 $ 37394 $ 3174 $ 1 40294
Commercial 309074 1 0445 4489 890 324898
Commercial real estate non-owner occupied 400738 10570 8467 419775
Commercial real estate owner occupied 502095 1 0840 37965 550900
Residential real estate 3567pound 1 09 7881 73677 1 17 343
Consumer 9 099 -----1fill 7 828 89 826 1 08664
Total SJ 47 OJ2 M32Z1 $104 021 S167 567 $1 661 871
The Bank considers the performance of the loan portfolio and its impact on the allowance for loan losses For residential and consumer loan classes the Bank evaluates credit q uality based on the payment and aging status of the loan Payment status is reviewed on a q uarterly basis with respect to determining adequacy of the allowance for Joan losses
26
STAN DARD BANCSHARES INC AND SUBSI DIARIES
NOTES TO CONSOLI DATED FI NANCIAL STATEMENTS (in thousands except share data)
Note 4 - Loans (Continued)
Tro ubled Debt Restructurings (TOR)
Loans classified as TD Rs totaled $1 8541 as of December 31 201 4 of which $1 5665 were performing and $2876 were on non-accrual loans classified as TDRs totaled $1 8095 as of December 31 201 3 of which $1 6596 were performing and $1 499 were on non-accrual
The Bank has allocated $1 797 and $ 1 3 1 4 in specific reserves to customers whose loan terms have been modified in troubled debt restructurings as of December 31 201 4 and 201 3 The Bank has committed to lend additional amounts of $45 and $26 as of December 31 201 4 and 201 3 to customers with outstanding loans that are considered to be troubled debt restructurings These loans involved the restructuring of terms to allow customers to mitigate the risk of foreclosure or default by meeting a lower loan payment requirement based upon their current cash flow These may also include loans that renewed at existing contractual rates but below market rates for comparable credit For commercial loans these m odifications typically include a lowering of the interest rate on the loan In some cases the modification will include separating the note into two notes with the first note structured to be supported by current cash flows and collateral and the second note made for the remaining unsecured debt The second note is charged off immediately and collected only after the first note is paid in full This modification type is commonly referred to as an A-B note structure For consumer mortgage loans the restructuring typically includes a lowering of the interest rate to provide payment and cash flow relief For each restructuring a comprehensive credit underwriting analysis of the borrowers financial condition and prospects of repayment under the revised terms is performed to assess whether the structure can be successful and that cash flows will be sufficient to support the restructured debt Anmiddot analysis is also performed to determine whether U1e restructured loan should be on accrual status Generally if the loan is on accrual at the time of restructure it will remain on accrual after the restructuring In some cases a nonaccrual loan may be placed on accrual at restructuring if the loans actual payment h istory demonstrates it would have cash flowed under the restructured terms After six consecutive payments under the restructured terms a nonaccrual restructured loan is reviewed for possible upgrade to accruing status
As with other impaired loans an al lowance for loan loss is estimated for each TOR based on the most likely source of repayment for each loan For impaired loans secured by real estate that are collateral dependent the allowance is computed based on the fair value of the underlying collateral For impaired loans where repayment is expected from cash flows from business operations the allowance is computed based on a discounted cash flow computation
27
STANDARD BANCSHARES INC AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (in thousands except share data)
Note 4 - Loans (Continued)
Troub led Debt Restructurings (TOR) (Continued)
The following table presents loans by c lass modified as troubled debt restructurings that occurred during the years ended December 31 2014 and 2013
Pre- Post-modification modification
Number outstanding outstanding 2014 of loans recorded recorded
investment investment Construction 1 $ 706 $ 813 Commercial real estate owner occupied 2 483 564 Residential real estate 3 1206 1 206 Consumer 5 563 563
Total 11 $2958 $3146
2013 Commercial real estate non-owner occupied 3 $14371 $ 8 670 Commercial real estate owner occupied 3 3505 3581 Commercial 2 1758 1804 Residential real estate 1 403 403
Total 9 $20037 $1 4458
The troubled debt restructurings modified in 2014 and 2013 described above increased the allowance for credft losses by $784 and $317 and did not result in any post-modification charge offs during the years ended December 31 2014 and 2013 respectively
28
STAN DARD BANCSHARES I NC AND SUBSIDIARI ES
NOTES TO CONSOLI DATED FI NANCIAL STATEMENTS (in thousands except share data)
Note 4 - Loans (Continued)
Tro uble d Debt R estructurings TOR ) (Continued)
The following table presents troubled debt restructurings by class and type of modification that occurred during the years ended December 31 2014 and 2013
AB Note Rate Restructure Reduction
2014 Construction $ $ -
Commercial real estate owner occupied 48
Residential Real Estate Consumer 218
Total $ $266
AIB Note Rate Restructure Reduction
2013 Commercial real estate non-
owner occupied $13901 $ 470 Commercial real estate
owner occupied 3073 Commercial 1758 Residential Real Estate 403
Total $13901 $5704
29
Rate Reduction
To Pay amp Advance Taxes of Funds
$ $ 706
435
$435 $ 706
Rate Reduction
To Pay amp Advance Taxes of Funds
$ $
432
$432 $
I nterest Only
Period
$
1206 345
$1551
I nterest Only
Period
$
$
Total
$706
483 1206
563 $2958
Total
$14371
3505 1758
403 $20037
STANDARD BANCSHARES I NC AND SUBSI DIARIES
NOTES TO CONSOLI DATED FINANCIAL STATEMENTS (in thousands except share data)
Note 4 - Loans (Continued)
Troubled Deb t Restru cturings (TOR) (Continued)
The following table presents loans by class modified as troubled debt restructurings for which there was a payment default within twelve months fol lowing the modification during the year ended December 3 1 2014 There were no payment defaults within twelve months following the modification during the year ended December 31 201 3
2014 Commercial
N umber of loans
1
Recorded Investment
$1 600
The troubled debt restructurings that subsequently defaulted in 2014 described above increased the allowance for credit losses by $233 during the year ended December 31 2014 In 2013 there were no troubled debt restructurings for which there was a payment default within twelve months following the modification The troubled debt restructurings resulted in $1600 of charge offs during the year ended December 31 201 4 The troubled debt restructurings did not result in any charge offs during the year ended 2013
Note 5 - Mortgage Servicing Rights
Following is a summary of the activity for mortgage servicing rights
Beginning balance Costs capitalized Accumulated amortization
Ending balance
2014 $ 2726
544 (835)
$ 2 435
2013 $ 2169
1 339 (782)
$ 2 726
2012 $ 1525
1434 (790)
$ 2 169
The aggregate fair value of mortgage servicing rights is based on fundamental analysis and the present value of expected future cash inflows In estimating fair value assumptions have been made regarding prepayment default and interest rates Mortgage servicing rights do not trade in an active market with readily observable prices The Company uses an independent third party to determine the fair value of mortgage servicing rights by estimating the fair value of the future cash flows associated with the mortgage loans being serviced Key economic assumptions used in measuring the fair value of mortgage servicing rights include but are not limited to prepayment speeds discount rates delinquencies and costs to service
A fair market estimate was completed by an independent third party in November 201 4 to determine the amount at which the asset could be exchanged in a current transaction between willing parties other than in a forced liquidation or sale Fair value was estimated based in part on the discounted future cash flows estimated to be received The evaluation used a discount rate for each pool of loan servicing rights which is intended to represent the estimated market yield and estimated cash flow for each pool of servicing rights by utilizing an assumed prepayment speed based on the characteristics of each pool No assurance can be given that the actual prepayments will conform to the prepayment speeds assumed The calculated fair value was compared to market values where possible to ascertain the reasonableness of the valuation in relation to the current market expectations
Mortgage servicing rights outstanding Estimated fair value as a percentage of loans serviced Principal value of loans serviced Estimated fair value of servicing rights outstanding
30
201 4 $ 2435
083 $394217 $ 3272
201 3 $ 2726
083 $382221 $ 3 1 72
STANDARD BANCSHARES INC AND SUBSIDIARIES
NOTES TO CONSOLI DATED FINANCIAL STATEMENTS (in thousands except share data)
Note 6 - Premises and Equipment
Major classifications of these assets are summarized as follows
Land Bank premises Furniture and equipment
Accumulated depreciation Premises and equipment - net
2014 $ 21 699
58 179 31 388
1 1 1 266 (50352)
$ 609 14
201 3 $ 2361 0
69 1 33 44467
1 3721 0 (71 428)
$ 65782
Depreciation expense amounted to $3479 $3668 and $3949 in 2014 201 3 and 2012 respectively_
The Company sold land buildings and vehicles for total proceeds of $1 824 $2 and $1 8 resulting in gross gains on sales of $49 1 $1 and $ 1 8 in the years ending December 3 1 2014 201 3 and 201 2 respectively
In December 2014 the Company signed a definitive agreement to enter into a sale-leaseback of land and buildings for two of its locations The Company designated $ 1 462 of premises as held for sale No write-down was taken at the time of transfer as the assets were anticipated to be sold at a gain In February 2015 the Company closed on a transaction a portion of the gain on sale was recognized in non-interest income The remaining gain was deferred and will be amortized into non-interest income over the lease term
Note 7 - Other Real Estate Owned
Activity in other real estate owned is summarized as followsmiddot
Beginning balance Acquired through or in lieu of foreclosure Proceeds from sales Gain (loss) on sales Write down on other real estate owned
Ending Balance
2014 $ 1 2 930
6 035 (2004)
426 ( 1 1 54)
$1 6233
2013 $1 6896
3 912 (51 35)
170 (2913)
$1 2930
201 2 $ 1 1 496
1 2 1 08 (4096)
(1 36) (2476)
$ 1 6 896
Operating expenses associated with other real estate owned net of write-downs on other real estate owned were $498 $1 96 and $976 in 2014 201 3 and 201 2 respectively
Note 8 - Intangibles
Core deposits Accumulated amortization Core deposits net
2014 2013
$ 8946 (7798)
$ 1 148
$ 8946 (7 1 05)
$ 1 841
Amortization expense amounted to $693 $789 and $885 in 2014 2013 and 20 12 respectively Core deposit intangibles are amortized over an estimated life of fifteen years
middot----- l n-201-2-the-Gompany-reGorded-a-ful l-write-down-of-$239g7-of-goodwill-as-it-was-determined-t0-be--shy
impaired_
3 1
STAN DARD BANCSHARES INC AND SUBSI DIARIES
NOTES TO CONSOLI DATED FI NANCIAL STATEMENTS (in thousands except share data)
Note 9 - Bank Owned Life Insurance
The Bank acquired life insurance policies through prior bank acquisitions and by direct purchase At December 3 1 2014 and 2013 the cash surrender value of these policies was $48470 and $47033 respectively No additional l ife insurance was purchased during 2014 or 2013
Note 10 - Deposits
Deposits at December 3 1 2014 and 2013 by major category are as follows
Demand deposits Non-interest-bearing Interest-bearing
Total demand deposits Savings deposits Time deposits Brokered deposits
Total deposits
2014
$ 612646 492 799
1 1 05445 374142 405857 1 08 1 28
$1 993 572
201 3
$ 536325 525 145
1 061 470 36341 8 427815
66 402
$1 91 9 1 05
The aggregate amount of deposits reclassified as loans (overdrafts) amounted to $2548 and $2781 at December 3 1 2014 and 201 3 respectively
Time deposits that met or exceed the FDIC insurance limit of $250 at year-end 201 4 and 2013 were $1 1 0 1 77 and $92681 respectively
At December 3 1 2014 scheduled maturities of certificates of deposit including brokered deposits are as follows
201 5 2016 2017 201 8 201 9 2020 and thereafter
$408455 65585 1 9838
9830 1 0277
$513 985
Deposits from related parties totaled $33614 and $32595 at December 31 2014 and 201 3 respectively
32
STANDARD BANCSHARES INC AND SU BSI DIARIES
NOTES TO CONSOLI DATED FINANCIAL STATEMENTS (in thousands except share data)
Note 1 1 - Advances from Federal Home Loan Bank
There were no outstanding advances with the Federal Home Loan Bank at December 3 1 201 3 The indebtedness to the Federal Home Loan Bank at December 3 1 2014 was $1 5000 consisting of the following fixed rate advances
Due Date
June 27 201 6 June 27 201 6
Total advances
I nterest Rate
057 057
2014
$1 3000 2 000
$1 5 000
Al l advances and letters of credit from the Federal Home Loan Bank (FHLB) were secured by a g eneral lien on qualifying commercial real estate residential mortgages and home equity loans of the Bank Each advance is payable at its maturity date with a prepayment penalty for fixed rate advances Letters of credit outstanding from the FHLB totaled $3872 and $41 946 at year-end 2014 and 201 3 respectively The advances and letters of credit were collateralized by $679990 of commercial real estate and mortgage loans in 2014 and $203845 of mortgage loans under a blanket lien arrangement at year-end 2013 Based on this collateral and the Companys holdings of FHLB stock the Company was eligible to borrow up to a total of $26951 3 at year-end 2014
Note 1 2 - Other I ncome
Other income consists of the following
Gain (loss) on sale of other real estate owned Gain on sale of premises and equipment Debit cardATM fees Trust feesBrokerage Fees Loan fees and commissions Cash management Bank Owned Life Insurance income Miscellaneous income
Total other income
33
2014
$ 426 491
28 1 8 2533
658 2641 1 437
921
lll 1 925
201 3 201 2
$ 1 70 $ ( 1 36) 1 1 8
2935 2829 2364 1 927
680 932 2286 2020 1 437 1 469 1 267 886
ll1 1 1 40 ll 9 945
STANDARD BANCSHARES INC AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (in thousands except share data)
Note 1 3 - Employee Benefit Plans
Profit Sharing
The Companys bank subsidiary maintains a defined contribution 401 (k) Plan Under terms of the Plan employees meeting age and service requirements may elect to have their compensation reduced and have that amount contributed to the Plan as a salary deferral contribution The Bank at its discretion may make a matching contribution to the Plan equal to a u niform percentage of the salary deferral contributions Apart from any matching contribution the Bank may also make a separate discretionary contribution to the Plan The final liability for matching contributions if any is determined after yearshyend requiring the Bank to estimate its discretionary contribution expense at year end Contribution expense recorded by the Bank amounted to approximately $ 1 1 79 $1 254 and $ 1 685 for 2014 201 3 and 201 2 respectively
Non-Qualified Plan
The Bank maintains a non-qualified deferred compensation plan for a select group of management and employees as determined by the Board of Directors Annual awards if any are based o n preshyestablished performance criteria which are communicated to eligible employees Benefits under the Plan vest after a five year period The liability under the Plan was $403 and $503 as of December 3 1 2014 and 201 3 respectively There was n o expense recorded in 2014 2013 o r 2012
Non qualified Sto ck Option Plan
Pursuant to the Capital Raise Investment Agreements on February 1 2 20 1 3 the Board of Directors of the Company adopted the Standard Bancshares Inc Stock Option Incentive Plan to be effective immediately after the Closing of the capital raise (please refer to Note 21 ) Pursuant to the Stock Option Incentive Plan the Compensation Committee of the Board of Directors of the Company is authorized to grant Incentive Stock Option awards Nonqualified Stock Option awards or a combination thereof to certain officers directors consultants or employees of the Company or any of its Subsidiaries or Affiliates aggregating up to 5402524 shares of the Companys common stock
The option price per share of stock purchasable under a stock option shall not be less than 1 00 of the fair market value of the common stock on the day of the grant Stock option vesting is based o n two components 1 ) a time vested option that vests over four years one fourth on each of the first four anniversaries from the option grant date and 2) a performance vested option that vests if there is an exit event resulting in the investor actually realizing an internal rate of return (RR) greater than or equal to 1 2 based on their original investment of $465 per share on February 22 201 3 Vesting is subject to acceleration in certain circumstances The options will expire if not exercised within 1 0 years of the
middot
date of grant and under certain other (employment) circumstances
The fair value of options granted was estimated on the date of grant using the Black Scholes optionsshypricing model using the assumptions noted in the table and commentary below The risk free rate of return is based on the constant maturity yield of a US Treasury note with a fixed rate term of 1 0 years at date of grant The volatility rate is derived from historical index values of publicly-traded commercial banks with assets between $1 and $5 billion Index values of comparably sized companies were used as a proxy because the Companys common stock is not exchange-listed and there is not an active trading market for the common stock The dividend yield assumption is based o n the Companys expected dividend payouts
34
STANDARD BANCSHARES INC AND SUBSIDIARI ES
NOTES TO CONSOLIDATED FI NANCIAL STATEMENTS (in thousands except share data)
Note 1 3 - Employee Benefit Plans (Continued)
Risk free rate of return
2014 20 1 3
275 1 97 Time remaining until expiration of the options Volatility rate
1 O years 1 0 years 1 392 1 587
Dividend yield 000 000
A summary of the activity in the non-qualified stock option plan for 2014 follows Weighted Average
Weighted Remaining Average Contractual
Number of Exercise Term Time Vested Stock Options Shares Price (in years)
2014 Outstanding at beginning of year 1 46651 5 $ 465 915
Granted 1 1 701 95 515 916 Exercised
Expired
Forfeited (23545) 494 870
Outstanding at end of year 2613 165 $ 487 860
Exercisable at end of year 366629 $ 465 815
2013 Outstanding at beginning of year $ Granted 1 466515 465 9 15 Exercised
Expired
Forfeited
Outstanding at end of year 1 465515 $ 465 9 15
Exercisable a t end o f year $
Aggregate Intrinsic Value
$ 1 1 1 8
$ 238
$ 733
$
The weighted average fair value of time vested options granted during 201 4 and 201 3 was $1 21 and $1 3 2 per option respectively
35
STANDARD BANCSHARES INC AND SUBSIDIARI ES
NOTES TO CONSOLIDATED FI NANCIAL STATEMENTS (in thousands except share data)
Note 1 3 - Employee Benefit Plans (Continued)
Performance Vested Stock Options 2014 Outstanding at beginning of year
Granted
Exercised
Expired
Forfeited
Outstanding at end of year
Exercisable at end of year
2013 Outstanding at beginning of year
Granted
Exercised
Expired
Forfeited
Outstanding at end of year
Exercisable at end of year
1 466515
1 170195
(26909)
2609801
1 465515
1 465515
$ 465
515
490
$ 487
$
$ 465
$ 465
$
91 5
91 6
864
860
g_1 5
91 5
$ 1 1 1 8
$
$ 733
$
The weighted average fair value of performance vested options granted during 201 4 and 201 3 was $040 for each year
Time Ve ste d O ption s
The Company recognized $782 and $44 I of stock-based compensation expense related to the granting of time vested stock options for the years ended December 20 14 and 2013 respectively There were no time vested options granted in 2012
As of December 3 1 201 4 there was $2 1 30 of total unrecognized compensation cost related to nonshyvestediime vested options granted underthe Plan The unrecognized cost is expected to be recognized over a weighted-average period of 26 years
Performan ce Veste d O ption s
The value of the performance vested options is a function of 1 ) the likelihood of a n Exit Event and 2) the likelihood of that Exit Event achieving the 1 2 IRR threshold These weighted average probabilities are then m ultiplied by the full value of a time vested option to derive the value of the performance options
The valuation methodology for the performance vested options involved ihree separate analysis
I Sale of control analysis 2 Initial public offering analysis 3 Remain private analysis
There was no expense recorded in 201 4 and 201 3 related to the performance vested options
There were no performance vested options granted in 201 2
36
STANDARD BANCSHARES INC AND SUBSIDIARI ES
N OTES TO CONSOLI DATED FI NANCIAL STATEMENTS (in thousands except share data)
Note 1 3 - Employee Benefit Plans (Continued)
As of December 3 1 2014 there was $1 059 of total unrecognized compensation cost related to nonshyvested performance vested options granted under the Plan The cost is expected to be recognized when it is determined that it is probable that a qualifying Exit Event will occur
Note 1 4 - Commitments
Operating Leases
The Bank leases property at various branch locations unde r terms that are considered to be an operating lease The leases expire in various years through 2020 Office rent expense was $728 $875 and $919 for 2014 2013 and 2012 respectively
Other Co mmitments
The Bank has a contract with a computer seNice company that expires in 201 6 Data processing expense was $2729 $2746 and $2424 for 201 4 201 3 and 2012 respectively
Annual future minimum payments for these agreements are as follows
Note 1 5 - Income Taxes
Year ending December 31 201 5 201 6 2017 20 1 8 201 9 2020 and thereafter
$3037 2884
394 203 1 26
1 6 $6 660
The components of the provision (benefit) for income taxes are as follows
Current Deferred Total Tax Expense (Benefit)
2014 $ 3494
7 1 62 $ 1 0656
201 3 $ 2373
3425 $ 5798
2012 $ 1 306
(6928) $ (5622)
The effective tax rate differs from the federal statutory rate primarily due to the following
Tax at statutory federal income tax rate Tax exempt interest income State income taxes net of federal benefit BOLi income Meals and entertainment Non-deductible expenses Goodwill impairment
201 4
$8483 (133) 1 5 1 6 (486)
77 76
Stock settled rights expense 639
201 3 $ 4750
(82) 766
(486) 84
1 02
2012 $(1 2371 )
(1 08) (866) (500)
79 80
8 1 55
O th enet--=====48=====664=--====(-l --
$1 0656 $ 5798 $ (5622)
37
STANDARD BANCSHARES INC AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (in thousands except share data)
Note 1 5 - Income Taxes (Continued)
The net deferred tax asset included at December 31 2014 and 2013 consists of the following
2014 201 3 Gross deferred tax assets
Allowance for loan losses $19212 $23305 Other real estate owned 2866 49 1 6 Non-accrual loan interest 4064 3 991 State net operating loss 1 835 2358 Accrued compensation 1 938 1 471 Depreciation 1 387 1 412 FNMA amp FHLMC preferred stock 1 270 1 270 Other assets 271 434
Total gross deferred tax assets $32843 $39 157
Gross deferred tax liabilities Purchase accounting adjustments $ 1 069 $ 1 282 Mortgage servicing rights 946 1 060 Unrealized gainloss on AFS securities 1 1 9 692 Other liabilities 1 306 1 31
Total gross deferred tax liabilities $ 3440 $ 3 165
Net deferred tax asset $29403 $35992
At December 31 2014 the Company has $33929 of Illinois net operating loss carryforwards expiring in 2025 and $2330 Indiana net operating Joss expiring in 2025 and 2026 which will be available to reduce future taxable income
The Company does not expect the total amount of unrecognized tax benefrts to significantly change in the next twelve months The Company recognized no interest andor penalties related to tax matters in tax expense
The Company and its subsidiaries are subject to US federal income tax as well as income tax of the state of Illinois and Indiana The Company is no longer subject to examination by taxing authorities for years before 201 0
3 8
STAN DARD BANCSHARES INC AND SUBSIDIARIES
NOTES TO CONSOLI DATED FI NANCIAL STATEMENTS (in thousands except share data)
Note 1 6 - Contingent Liabilities and Commitments
The Company does not reflect in its financial statements various commitments and contingent liabilities which arise in the normal course of business and which involve elements of credit risk interest rate risk and liquidity risk These commitments and contingent liabilities are commitments to extend credit commercial letters of credit and standby letters of credit A summary of the Banks commitments and contingent liabilities at December 31 is as follows
Commitments to extend credit under Unused commercial and other lines of credit Unused equity lines of credit Standby letters of credit
2014 201 3
$262907 46 125 42041
$234893 52905 40284
Commitments to extend credit commercial letters of credit and standby letters of credit a l l include exposure to some credit loss in the event of nonperformance of the customer The Banks credit policies and procedures for credit commitments and financial guarantees are the same as those for extension of credit that are recorded on the consolidated balance sheet Because these instruments have fixed maturity dates and because many of them expire without being drawn upon they do not generally present any significant liquidity risk to the Bank The Bank has not incurred any significant losses on its commitments in either 2014 201 3 or 2012
The Bank is party to litigation and claims arising in the normal course of business Management after consultation with legal counsel believes that the liabilities if any arising from such litigation and claims will not be material to the Companys consolidated financial position
Note 1 7 - Derivatives
D erivative contracts entered into by the Company are limited to those that are treated as non-designated derivative instruments The Company provides customers with interest rate swap transactions and offsets the transactions with interest rate swap transactions with inter-bank dealer counterparties as a means of offering risk management solutions to customers As ofDecember 3 1 2014 there were $6006 outstanding in notional values of swaps where the Company pays a variable rate of interest and the customer pays a fixed rate of interest This position is offset with counterparty contracts where the Company pays a fixed rate of interest and receives a floating rate of interest The estimated fair value of interest rate swaps was recorded as an asset of $207 and as a liability of $214 as of December 31 2014 Swaps with customers and inter-bank dealer counterparties are carried at fair value with adjustments recorded in other income The net effect of fai r value adjustments running through the income statement was immaterial during the year ended December 31 2014 There were no interest rate swap derivatives as of December 3 1 2013
3 9
STANDARD BANCSHARES I NC AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (in thousands except share data)
Note 1 8 - Financial I nstruments Fair Value Disclosure
The fair value measurement accounting Hterature establishes a fair value hierarchy which requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value The standard describes three levels of inputs that may be used to measure fair value
1 Level 1 - Unadjusted quoted mariltet prices in active markets that are accessible at the measurement date for identical unrestricted assets
2 Level 2 - Significant other observable inputs other than Level 1 prices such as quoted market prices for similar assets and liabilities quoted prices in markets that are not active or other inputs that a re observable or can be corroborated by observable market data
3 Level 3 - Signlficant unobservable inputs that reflect a reporting entitys own assumptions about the assumptions that mariltet participants would use in pricing an asset o r liability
A financial instruments level within the fair value hierarchy is based on the lowest level of input that is significant to the fair value measurement
Fair values of assets measured on a recurring basis at December 3 1 2014 and 2013 are as follows
De ce mbe r31 2014 Financial Assets
Securities available-for-sale US government sponsored entities and agencies Mortgage-backed securities - residential Equity securities
Total securities available-for-sale
Derivatives
Financial Liabilities
Derivatives
De ce mbe r 31 2013 Financial Assets Securities available-for-sale
US government sponsored entities and agencies Mortgage-backed secu rities - residential Equity securities
Total securities available-for-sale
Fair Value
$1 46307 3668 4 41 9
$1 54 394
$ 207
$ 214
$ 1 24431 1 2203
2 954 $ 1 39 588
Fair Value Measurements Usin1 Quoted Significant P rices Other
in Active Observable Markets Inputs (Level 1 ) (Level 2)
$
392 $ 392
$ -
$ -
$
$1 46307 3668 4 027
$1 54 002
$ 207
$ 2 1 4
$ 1 24431 12203 1 984
$1 38 61 8
Significant Unobservable
Inputs (Level 3)
$
$
$
$
$
$
As of December 31 2014 and 2013 there were no transfers between levels
40
STANDARD BANCSHARES I NC AND SUBSI DIARIES
NOTES TO CONSOLI DATED FI NANCIAL STATEMENTS (in thousands except share data)
Note 1 8 - Financial I nstruments Fair Value Disclosure (Continued)
The fair values of marketable equity securities available-for-sale are generally determined by quoted market prices in active markets for each specific security (Level 1 measurement inputs) If Level 1 measurement inputs are not available for a marketable equity security the fair value is determined by the quoted market price of a similar security traded in an active market (Level 2 measurement inputs)
The fair values of debt securities available-for-sale are generally determined by matrix pricing which is a mathematical technique widely used in the industry to value debt securities without relying exclusively on quoted market prices for the specific securities b ut rather by relying on the securities relationship to other benchmark quoted securities (Level 2 measurement inputs)
Derivative s
The fair value of derivatives are based o n valuation models using observable market data a s of the measurement date (Level 2) Our derivatives are traded in an over-the-counter market where quoted market prices are not always available Therefore the fair values of derivatives are detenmined using quantitative models that utilized multiple market inputs The inputs will vary based on type of derivative but could include interest rates prices and indices to generate continuous yield or pricing curves prepayment rates and volatility factors to value the position The majority of market inputs are actively quoted and can be validated through external sources including brokers market transactions and thirdshyparty pricing services
Fair values of assets measured on a nonrecurring basis are as follows
Oe ce mbe r31 2014 Other real estate owned net Impaired loans Loans held for sale Mortgage servicing rights
De ce mbe r 31 2013 Other real estate owned net Impaired loans Loans held for sale Mortgage servicing rights
Fair Value
$ 1 6233 41 895
8274 2435
$12 930 54 1 62
5408 2726
Fair Value Measurements Using Quoted Significant Prices Other
in Active Observable Markets Inputs (Level 1 ) (Level 2)
$ $
8274
$ - $
5408
Significant Unobservable
Inputs (Level 3)
$ 1 6233 41 895
2435
$1 2930 541 62
2726
Other real estate owned are initially recorded at fair value less costs to sell when acquired and are subsequently measured at the lower of cost or fair value less estimated costs to sell Fair values are based on third party appraisals of the property or internal valuations on smaller properties using comparable market data and various external resources resulting in a level 3 classification When the carrying value exceeds the fair value less costs to sell an impairment loss is recognized
The fair value of impaired loans secured by real estate with specific allocations of the allowance for loan --------- 1osses-is-generally-based-on--recent-real-estate-appraisals-or-internal-valuations-on-smaller-prnperties--shy
using comparable market data and various external resources These appraisals may utilize a single
41
STANDARD BANCSHARES INC AND SUBSI DIARIES
NOTES TO CONSOLI DATED FI NANCIAL STATEMENTS (in thousands except share data)
Note 1 8 - Financial Instruments Fair Value Disclosure (Continued)
valuation approach or a combination of approaches including comparable sales and the income approach resulting in a level 3 classification
Loans held for sale are carried at the lower of cost or fair value which is evaluated on a pool-level basis The fair value of loans held for sale is determined using quoted prices for similar assets adjusted for specific attributes of that loan or other observable market data such as outstanding commitments from third party investors resulting in a level 2 classification
The Company records its mortgage servicing rights at fair value and includes them in other assets in the Consolidated Balance Sheets Mortgage servicing rights do not trade in an active market with readily observable prices Fair value is based on market process for comparable mortgage servicing contracts when available or alternatively is based on a valuation model that calculates the present value of estimated future net servicing income Key economic assumptions used in measuring fair value of mortgage servicing rights at December 31 2014 included prepayment speeds maturities and discount rates While market based data is used to determine the assumptions the Company incorporates its own estimates of the assumptions market participants would use in determining the fair value of mortgage servicing rights which results in a level 3 classification
De cembe r 31 2014 Assets Cash and cash equivalents Securities held-to-maturity Securities available-for-sale Loans - net Loans held for sale Federal Home Loan Bank stock at cost Accrued interest receivable Derivatives
Liabilities
Deposits Federal Home Loan Bank advances Accrued interest payable Derivatives
De ce mbe r 31 2013 Assets
Cash and cash equivalents Securities held-to-maturity Securities available-for-sale Loans - net Loans held for sale Federal Home Loan Bank stock at cost Accrued interest receivable
Liabi lities Deposits Accrued interest payable
42
Carrying Value
$ 1 99476 3888
1 54394 1 744331
8274 3247 59 1 9
207
$ 1 993572 1 5000
265 214
$ 234 1 83 1 762
1 39588 1 61 9995
5408 3 143 5 576
$1 91 9 1 05 286
Fair Value
$ 1 99476 3 564
1 54394 1 798279
8274 3247 591 9
207
$1 992796 1 4984
265 214
$ 234 1 83 1 41 5
1 39588 1 679668
5408 3 143 5576
$ 1 920335 286
STANDARD BANCSHARES I NC AND SUBSI DIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (in thousands except share data)
Note 1 8 - Financial I nstruments Fair Value Disclosure (Continued)
In estimating the fair value of certain assets and liabilities not previously presented the following assumptions were made
Cash and Cash Equivalents
The carrying amounts of cash and equivalents reported in the balance sheet approximate fair value
Securities
Estimated fair values of securities are based on one of three models 1 ) quoted market prices where available 2) quoted market prices for similar instruments if quoted market p rices are not available 3) unobservable data that represents the Banks assumptions about items that market participants would consider in determining the fair value where no market data is available
L oans
Fair values of loans excluding loans held for sale are estimated as follows For variable rate loans that re-price frequently and with no significant change in credit risk fair values are based on carrying values Fair values for other loans are estimated using discounted cash flow analyses using interest rates currently being offered for loans with similar terms to borrowers of similar credit quality to calculate the present value of future contractual principal and interest cash flows and discounting them back to the present using a discount rate Impaired loans are valued at the lower of cost or fair value as described previously The methods utilized to estimate the fair value of loans do not necessarily represent an exit price
The fair value of loans held for sale is estimated based upon binding contracts and quotes from third party investors
Federal Home Loan Bank (FHLB) Stock
The carrying amounts reported in the balance sheet approximate fair value
Accrued Interest Receivable I Payable
The carrying amounts reported in the balance sheet approximate fair value
Deposits
The fair values disclosed for demand deposits (eg interest and non-interest checking passbook savings and certain types of money market accounts) are by definition equal to the amount payable on demand at the reporting date (ie their carrying amount) The carrying amounts of variable rate fixed-term money market accounts and certificates of deposit approximate their fair values at the reporting Fair values for fixed rate certificates of deposit are estimated using a discounted cash flows calculation that applies interest rates currently being offered on certificates to a schedule of aggregated expected monthly maturities on time deposits
Federal Home Loan Bank Advances
The fair value of Federal Home Loan Bank advances is estimated using discounted cash flow analyses --------based-on-the-currentborrowing-rate-of-similartypes-of-advances
43
STANDARD BANCSHARES I NC AND SUBSIDIARI ES
NOTES TO CONSOLI DATED FINANCIAL STATEMENTS (in thousands except share data)
Note 1 8 - Financial I nstruments Fair Value Disclosure (Continued)
Off-balance sh eet in strum ents
Fair asset andor liability value of off-balance sheet financial instruments as described in Note 1 6 may be estimated by applying fees currently charged for comparable commitments Based upon the qual ity of these commitments and their demand in the financial market it has been assumed that there is no material difference in the estimated fair value
Note 1 9 - TARP Capital Purchase Program
On April 24 2009 the Company entered into a Letter Agreement with the United States Department of Treasury (the Treasury) pursuant to which the Company sold to the Treasury 6000 shares of the Companys Fixed Rate Cumulative Perpetual P referred Stock Series A for $60 million and a warrant to acquire $3 million of Fixed Rate Cumulative Perpetual P referred Stock Series B for a nominal exercise price Immediately upon consummation of the closing the Treasury exercised the warrant and acquired the Series B Preferred Stock The Preferred Stock Series A qualified as Tier 1 capital and paid cumulative dividends q uarterly at a rate of 5 per annum The P referred Stock Series B qualified as Tier 1 capital and paid cumulative dividends quarterly at a rate of 9 per annum The difference between the initial carrying value that was allocated to the Series B Preferred Stock and its redemption value of $3 million will be charged to retained earnings (with a corresponding increase in the carrying value of the Series B Preferred Stock) over the first five years of the contract as an adjustment to the dividend yield using the level yield method During 201 1 the Company elected to suspend dividend payments For the year ended December 31 2012 total dividends of $3462 had been declared but not paid On February 22 201 3 1 3548387 of common shares were issued to the US Treasury in exchange for the $60 million and $3 million of Fixed Rate Cumulative Preferred Stock Series A and Series B respectively The Treasury subsequently sold those shares to institutional investors at $465 per share In addition the Company paid $6 million of dividends to the Treasury which included 1 00 of past due dividends and dividends due through February 22 2013
Note 20 - Regulatory Matters
The Companys primary source of cash is dividends received from its subsidiary bank The subsidiary bank is subject to certain restrictions on the amount of dividends that it may declare without prior regulatory approva L In addition the dividends declared cannot be in excess of the amount which would cause the subsidiary bank to fall below the minimum required for capital adequacy purposes
Banks and bank holding companies are subject to regulatory capital requirements administered by federal banking agencies Capital adequacy guidelines and additionally for banks prompt corrective action regulations involve quantitative measures of assets liabilities and certain off-balance-sheet items calculated under reg ulatory accounting practices Capital amounts and classifications are also subject to qualitative judgments by regulators Failure to meet capital requirements can initiate regulatory action Management believes as of December 3 1 2014 the Company and Bank meet al l capital adequacy requirements to which they are subject
Prompt corrective action regulations provide five classifications well capitalized adequately capitalized undercapitalized significantly u ndercapitalized and critically undercapitaized although these terms are not used to represent overall financial condition If adequately capitalized regu latory approval is required to accept brokered deposits If undercapitalized capital distributions are limited as is asset growth and expansion and capital restoration p lans are required At year-end 201 4 and 2013 the most recent reg ulatory notifications categorized the Bank as well capitalized under the regulatory framework for prompt corrective action There are no conditions or events since that notification that management believes have changed the institutions category
44
STAN DARD BANCSHARES I NC AND SUBSI DIARI ES
NOTES TO CONSOLIDATED FI NANCIAL STATEMENTS (in thousands except share data)
Note 20 - Regulatory Matters (Continued)
The Banks actual and required capital amounts and ratios are as follows
To Be Well Capitalized U nder
For Capital Prompt Corrective Actual Adeguac[ Puqoses Action Provisions
Amount Ratio Amount Ratio Amount Ratio As of December 31 2014 Total Capital
(to risk-based assets) Company $271 785 143 $ 152226 80 NA NA Bank 269993 1 42 1 52229 80 $1 90286 1 00
Tier I Capital (to risk-based assets) Company 247887 1 30 76 1 1 3 40 NA NA Bank 246093 129 761 14 40 1 14 171 60
Tier I Capital (to average assets) Company 247887 1 08 92 1 26 240 NA NA Bank 246 093 1 07 92 1 09 240 1 1 5 1 36 2 5 0
As of December 31 2013 Total Capital
(to risk-based assets) Company $246213 1 38 $142344 280 NA NA Bank 244607 1 38 1 42 170 280 $ 1 77713 2100
Tier I Capital (to risk-based assets) Company 223444 126 71 1 72 240 NA NIA Bank 221 838 1 25 71 085 240 1 06628 2 60
Tier I Capital (to average assets) Company 223444 1 03 86430 240 NIA NA Bank 221 838 1 03 86450 240 1 08 063 2 50
45
STANDARD BANCSHARES INC AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (in thousands except share data)
Note 21 - Capital Management
The overall objectives of the Companys capital management are to have the availability of sufficient capital to support loan deposit and other asset and liability g rowth and to maintain capital to absorb unforeseen losses or write-downs that are inherent in the business risk associated within the banking industry The Company seeks to balance the need for higher capital levels to address growth and unforeseen risks and the goal to achieve an adequate return on capital invested
In July 201 3 the federal banking agencies issued a final rule revising the regulatory capital rules applicable to most national banks and federal savings associations as well as their holding companies generally beginning on January 1 201 5 The rule implements the Basel Committees December 201 O framework known as Basel I l l for strengthening the international capital standards as wel l as certain p rovisions of the Dodd-Frank Act The final ru le implements a revised definition of regu latory capita l a new common equity Tier 1 minimum capital requirement of 450 and a higher minimum Tier 1 capital requirement of 600 (which is an increase from 400) Under the final rule the total capital ratio remains at 800 and the minimum leverage ratio is 400
Additionally under the final rule in order to avoid l imitations on capital distributions including dividend payments and certain discretionary bonus payments to executive officers a banking organization must hold a 25 capital conservation buffer composed of common equity Tier 1 capital above its minimum risk-based capital requirements The b uffer is measured relative to risk-weighted assets The final rule also enhances risk sensitivity and addresses weaknesses identified by the regulators over recent years with the measure of risk-weighted assets
The new minimum capital requirements will b e effective for the Company on January 1 201 5 whereas the capital conservation buffer and the deductions from common equity Tier 1 capital phase in over time beginning on January 1 201 6
Capital Raise
On February 22 201 3 Standard Bancshares Inc completed its recapitalization by issuing 29864795 shares of common stock at $465 per share for gross proceeds of $ 1 389 million 1 3 548387 of the common shares were issued to the US Treasury (the Treasury) in exchange for the $63 million of Fixed Rate Cumulative Preferred Shares Series A and B The Treasury subsequently sold those shares to I nstitutional Investors at $465 per share An additional 16 316408 of common shares were issued to Institutional Investors and private investors Of the aggregate 29864795 common shares issued 1 9430750 are voting shares and 1 0434045 are mm-voting shares
In conjunction with the recapitalization the Articles of Incorporation of the Company were amended to authorize 20000000 shares of preferred stock at $001 par value No preferred stock has been issued as of December 31 2014
Sto ck Settled Rights (SSRs)
On February 22 201 3 in connection with the recapitalization of the Company the Board of Directors distributed as a dividend in kind 7293407 Stock Settled Rights (SSRs) to the holders of the Common Stock as of the Record Date (November 5 2012) The number of SSRs issued is equal to the product of (i) 03888 and (ii) 18757921 the number Common Shares outstanding as of the Record Date The estimated fair value of the SSRs completed by an independent third party as of September 30 2014 and February 22 201 3 was determined to be approximately $026 per SSR or $1 880 and approximately $021 per SSR or $1 532 respectively Expense recorded related to the SSRs was $1 880 in 2014 No expense was recorded in 201 3
46
STANDARD BANCSHARES INC AND SUBSI DIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (in thousands except share data)
Note 21 - Capital Management (Continued)
Stock Settled Rights (SSRs) (Continued)
The SSRs are structured as common stock dividends to be paid to certain common shareholders of the Company under specific conditions The amount of common stock to be distributed is determined by a formula that considers among other things the value of the outstanding common stock at the Settlement Date Settlement Date is defined as the earlier of (i) the date a liquidity event (an I POrecapitalization or a sale of control) occurs during the term of the SSRs and (ii) the SSR Expiration Date (February 22 201 8) The SSRs will be exercised based on the value of the common shares at that time subject to the Settlement Rate formula
The Accretion Rate is a component of the Settlement Rate It is either an middotannual rate of 80 or 120 with the value determined by the cum ulative economic losses that occur in the loan portfolio from June 30 201 1 to the time the SSRs are settled
On the Settlement Date the Company shall determine the number of shares of Common Stock issuable upon the settlement of an SSR The Settlement Rate shall be calculated based on a formula that considers among other factors the value per share of the common stock on a fully diluted basis reduced by the accretion rate with that number divided by the value per share of common stock on a fully diluted basis
If the Settlement Rate is greater than zero the Company shall issue and deliver to each of the SSR Holders a number of shares of Common Stock equal to the product of (i) the Settlement Rate multiplied by (ii) the number of SSRs held by such H older as reflected in the SSR register as of the close of business on the last Business Day prior to such Settlement Date
In connection with the occurrence of a Liquidity Event on or prior to the Expiration Date the Board of Directors may at its option and in its sole discretion order the redemption and the Company may redeem the SSRs in whole or in part at the redemption price per SSR based on a formula that considers the price per share of Common Stock at which the Company is valued on a fully diluted basis in connection with such Liquidity Event as determined in good faith by the Independent Committee plus a l l cash dividends paid oil the common stock from the date of issuance of the SSRs less $465 accreting on a daily basis at the Accretion Rate
The Company hired an independent third party firm to value the SSRs The following variables were taken into consideration when deriving a value for the SS Rs
1 ) The probability of a liquidity event (sale of control or PO) during the term of the SS Rs 2) The Accretion Rate assigned to the Settlement Rate of the SSRs 3) The estimated value of the Companys common stock at the earlier of a) a liquidity event or b)
the SSR Expiration Date (February 22 201 8) 4) The type of liquidity event that might occur 5) Future value parameters including a) tangible common book value b) earnings and c) market
conditions
The valuation of the common shares at the Settlement Date will depend on the Companys financial condition and the market pricing of financial institution stock both on a stand-alone basis and on a sale of control basis at that time
47
STANDARD BANCSHARES I NC AND SUBSIDIARI ES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (in thousands except share data)
Note 22 - Condensed Financial Statements
The Company was incorporated in I l linois on February 23 1 982 The Company accounts for its investment in subsidiaries under the equity method Under this method the investment is recorded at cost adjusted for the subsidiaries undistributed net income (loss) Presented below are the condensed financial statements of Standard Bancshares I nc (Parent Company Only)
Assets Cash Investment in subsidiaries Other assets
Total assets
CONDENSED BALANCE SH EETS DECEMBER 31 2014 AND 2013
Liabilities and shareholders equity Other liabilities Total stockholders equity
Total liabilities amp stockholders equity
2014 $ 4 163
264242 328
$268733
$ 2685 266048
$268733
CON DENSED STATEMENTS O F I N COME YEARS ENDED D ECEMBER 31 201 4 201 3 AND 201 2
2014 I ncome
Other income $
Expenses 2909 Loss before income taxes and equity in undistributed
earnings of subsidiaries (2909) Income tax benefit 88
Loss before equity in undistributed earnings of subsidiaries (2821)
Equity in undistributed earnings (loss) of subsidiaries 1 7 1 1 5
Net income (loss) 1 4294 Preferred dividends and discount accretion on preferred shares
Net income (loss) applicable to common shareholders $1 4294
48
201 3 $ 2 1 95
248 090 1 944
$252229
$ 322 251 907
$252229
201 3 201 2
$ $ 1
1 747 8539
(1 747) (8538) 291 1 0 1 7
(1 456) (7521) 9 629 (23241) 8 173 (30762) 1 1 24 4090
$ 7049 $(34852)
STAN DARD BANCSHARES INC AND SUBSIDIARIES
NOTES TO CONSOLIDATED FI NANCIAL STATEMENTS (in thousands except share data)
Note 22 - Condensed Financial Statements (Continued)
CONDENSE D STATEMENTS OF CASH FLOWS YEARS ENDED DECEMBER 31 2014 201 3 AND 201 2
Cash flows from operating activities Net income (loss)
Adjustments Equity in undistributed net (income) loss of subsidiaries Amortization Stock based compensation expense ( Increase) decrease in other assets Increase (decrease) in other liabilities
Net cash provided by (used in) operating activities Cash flows from financing activities
Issuance of common stock net of issuance costs Capital contribution to Standard Bank Repayment of note payable Cash Dividends
N et cash provided by financing activities
Net increase (decrease) in cash
Cash - beginning of year
Cash - end of year middot
Supplemental schedule of non-cash financing activities Change in par value on common stock Exchange of preferred stock to common stock
49
2014
$ 1 4294
( 17 1 1 5) 28
782 1 616 2363 1 968
1 968
2 1 95
$ 4 163
$ $
201 3
$ 8 1 73
(9629) 29
441 1 872
(4273) (3387)
68598 (41 500) ( 16 1 00)
(6026) 4972
1 585
6 1 0
$ 2 1 95
$ 4277 $63000
201 2
$(30762)
23241 6 1 67
( 1908) 2 043
( 1 2 1 9)
( 1 2 1 9)
1 829
$ 6 1 0
$ $
FORM FR Y-6
STANDARD BANCSHARES INC
Hickory Hills Illinois Year Ending Dccember31 2014
REPORT ITEM
1 The BHC Is not registered with the SEC Coples of the Annual Report Nil be sent undersepirate cover when completed
2a Organization Chart fo Standard BallCShares Inc
I THE BOULEVARD INC
SL John Indiana 100
JnCQrporated in Indiana
2b Branch Verification
STANDARD BANCSHARES INC Hickory Hills Illinois Jncorporateltl In Illinois
STANDARD BANKAND TRUST COMPANY Hickory Hills llllnois
Incorporated In lllnols 100
I STANDARD REDEVELOPMENT INC
Hickory Hills Illinois 100
Incorporated in Illinois
(Not subject to Y-10 reporting ) Code 91 CE - Liquidation Of debts previously contracted
The branch and lax-kl flStings were emailed to branch revieW on 223115
3 (1) As ofyear-end
Name and Address
Trident SBI Holdings lP Greeffilidl CT
Robert E Gallagher Sr Trust John D Gallagher Trustee Palos Heights IL
The Gallagher Standard Bancshares TR Timolhy J GaJagheuror Trustee Hickory Hitls IL
Pantheon Standard LP San Francisco CA
CohesVe Capital Parners LP New York NY W Capital Partners II LP NewYork NY
Couritrlt of Citizenship or lncorooratlon Number and Percentage Of Voting Serurtties
USA 5662194- 1483
USA 5516086 - 1444
USA 4382666 - 1 t47
USA 3762128-985
USA 2 150537 - S63
USA 2 150537 - 563
Note llle shares in the Robert E Gallagher Sr Tr are voted on by John D Gallagher Director of Standard Bank Tue shares Jn the Gallager Standard Bancshares Tr are voted on by Timolhy J Gallagher Director of Standard Bank
3 (2) OtherSharehofors oat listed in Section 3 (1) above that held more than 5 during the year
None
Resuhs A Ilse of branches forvour holdln1 company STANDARD 8ANCSHARES INC (1245590) or HICKORY HILLS IL
The d1ta are n of 12312014 Data re II Kb information tlat wu received aod processed throuah 01072015
Rconcill1Uon and Vc1Uon St I DI 1 In the DIH Action column of each br111Ch row enter one or mort of the actioru specified below
2 If required enter the date In the Ettcttve Olte column
-OK tf the bnch Information s correct enter OK in the Oita AdJon column
Chi nee If the bndl Information Is Incorrect Of Incomplete revt the data enter Chance In the Dita Action column ind the d11te when this infOfmation first became v1lid In the Effective Ote column
am If a bnch listed was sold or clowd enterOose In tht Dita Action column and the s1e or dosured11te In the EtfectW Olte colurm
Olete If a bru1eh listed wu never owntd by this depository Institution enter Delete In the Oeta Acckgtn column
Add If a rt portable brtinch Is mlsslna lnStrt a row add the branch data ald entu Add In the Olt1 Action column and the opening or acquisition date In the Effecttve Date column
If prntln1 this list you m1y need to adjust your page Utup In MS E11ce1 Try using landscape orientation page sollria andor legal sized paper
Submlnion PfOOtdurbull When you ire finished send a saved copy to vour FRB contact Su the detailed lnlttldlons on this si for more informatlon
II voY are mailinamp this to your FRB conttct put your lnstitutlon name dty and state In the subjact llrie of the e-nWI
Note To satisfy the FR Y-10 reportln1 requirements YoU must tiho submit FR Y-10 Domestic Branth Schedules for each branch with a Data Actlon of Olan1e Close Delete or Add
Thbull FR Y-10 report may be submitted 1n a hardcopy format or 11ia the FR Ymiddot10 OnH11e application middot httpsylOonllnefederalrerve1ov
bull FDtC UNINUM Office Number and ID_RSSO co1unvu ara for reference only Verification of these values is not required
- - 8nch Suvlce Type Branch 10 RSSO ia- terNeme Street Address City
ok FuUServltefHud Officel 19730 STAN OARD BANK ANO TRUST COMPANY 7800 WEST 9STH STREET HICKORY HILLS
ok Full Service 3202168 BOLINGBROOK BRANCH 282 NORTH WEBER ROAD BOLINGBROOK
ok Limited Strvce 4126065 CALUMET CITY 1968 SIBLEY BOULEVARD CALUMET CITY
FullSetvke 3309928 CLARK STREET 8RANOi 3747 NORnt CLARK STREET atlCAGO
ok FullServiett 474339 EWING BRANOf 10635 SOUTH EWING AVENUE CHICAGO
ok Full Servtce 2079925 HEGWISCH BRANCH 13336 SOUTH BALTIMORE AVENUE CHICAGO
ok limited Se-rvke 20817)5 SOUnt DERRING FACILITY 10535 SOVTH TORRENCE AVENUE CHICAGO
Full Service 4099271 THOREK BRANOi 836 WEST IRVING PARK ROAD OUCAGO
ok Full Service 2121280 COAL CITY BRANot 20 SOUTH KANKAKEE COAlCITY
full Service 2809038 EVERGREEN PARK BRANCH 2400 WEST 95TH STREET EVUtGREEN PARK
ok Full Service 3188909 FRANKFORT BRANCH 19997 LA GRANGE ROAD FRANKFORT
Full5etvice 810436 CiARONERBRANCJ1 118 DEPOT STREET GARDNER
ok FultSrvlct 3188897 JOLIET ampRANCJ1 2398 ESSINGTON ROAO JOLIET
Full Service 3439553 LOClCPORT BRANCH 16545 WEST 159TH STREET LOCKPORT
ok Full Service 290931 LYONSlST AVENUE BRANCH 8601 OGDEN AVENUE LYONS
ok Full Service 3671504 MINOOKA BRANCH 515 WESTUS ROUTE 6 MINOOKA
ok LlmltcServfce 2111338 MOAAIS LISBON BRANCH 1433 USBON STREET MORRIS
ok Full Servkt 2809010 MORRIS ROUTE 6 BRANCH 1111 WEST US ROUTpound 6 MORRIS
Ful1 Servlct 2809047 NAPERVILLE BRANCH 1607 NORTH AURORA ROAD NAPERVILLE
ok full 5ervfce 2809056 NEW LENOX BRANCH 456 NELSON ROAD NEW LENOX
Full sMce 2103129 OAK FOREST BRANOf 15901 SOUTH CENTRAL AVENUE OAX FOREST
ok Full SeMct 3490255 OAK LAWN lllTH BRANOf 4700 WEST 111TH STREET OAK LAWN
ok Full Sfrvlce 2096717 OAK LAWN 95TH BRANCH 4001 WEST 95TH STREET OAK LAWN
ok Full Service 2295538 ORLAND PARK BRANCH lSCXJO SOUTH WOLF ROAD ORLAND PARt
State VpCode
IL 60457
IL 60440
IL 60409
IL E06H
IL 00617
IL 0063
IL 00617
IL 60613
IL 60416
IL 60805
IL 6042
IL 60424
IL 60435
IL 60441
IL 60534
I L 60447
IL 60450
IL 60450
IL 60563
IL 60451
IL 60452
IL 60453
IL 60453
IL 60467
County CawN FDICUNINUM Offb Numberbull Haad otfice Head Office 10 RSSD Comments
COOK UNITEO STATES 10748 0 STANOARO BANK ANO TRUST COMPANY 19730
Will UN ITED STATES 419532 34 STANDARD BANK ANO TRUST COMPANY 19730
COOK UNITED STATES 510611 44 STANDARD BANK AND TRUST COMPANY 19730
COOK UNITpound0 STATES 429662 35 STANDARD BANK ANO TRUST COMPANY 19730
COOK UNITED STATES 12089 18 STANDARD BANK AND TRUST COMPANY 73ltgt
COOK UNITED STATES 244100 20 STANDARD BANK ANO TRUST COMPANY 19730
COOK UNITED STATES 244099 19 STANDARD BANK ANO TRUST COMPANY 19730
COOK UNITED STATpoundS 510612 4S STANDARD BANKANDTRUSTCOMPANV 1973ltgt
GRUNDY UNITED STATES 263852 17 STANDARD SANK AND TRUST COMPANY 730
COOK UNITED STATES 13875 4 STAN OARD BANK AND TRUST COMPANY 19730
Will UNITED STATES 357237 15 STAN OARD BANK AND TRUST COMPANY 19730
GRUNDY UNITED STATES 7234 1 STAN DARO BANK ANO TRUST COMPANY 19730
Will UNITED STATES 238ASA 13 STANDARD BANK ANO TRUST COMPANY 19730
Will UNlTEO STATES 450324 38 STAN OARD BANK AND TRUST COMPANY 19730
COOK UNITED STATES 10912 22 STANDARD BANK ANO TRUST COMPANY 19730
GRUNDY UNITED STATES 465426 42 STANDARD BANK AND TRUST COMPANY 1973ltgt
GRUNDY UNITED STATES 266774 16 STANDARD BANK ANO TRUST COMPANY 1730
GRUNDY UNITED STATES 2243S6 10 STANDARD BANK AND TRUST COMPANY 19730
OU PAGE UNITED STATES 238451 6 STANDARD BANK ANO TRUST COMPANY 19730
Will UNITED STATpoundS 238452 11 STAN OARD BANK ANO TRUST COMPANY 19730
COOK UNTED STATES 244101 21 STANDARD BANK AND TRUST COMPANY 19730
COOK UNITED STATES 441863 36 STANDARD BANK AND TRUST COMPANY 19730
COOK UNITED STATES 238447 1 STANDARD BANK AND TRUST COMPANY 19730
COOK UNITED STATES 238450 5 STANDARD BANt AND TRUST COMPANY 19730
ok Fullrvke 2100379 PALOS 11HH BfANOl 11901 SOUTHWEST HIGHWAY PALOSPARIC ll 00464 COOK UNITED STATES 238448 2 STAN DARO BANK AND TRUST COMPANY 19730
ok rulSltVice 2427544 PALOS lllST BRANCH 9700WEST lllST STREET PALOS PARK ll 00464 COOK UNlTEOSTATES 238449 3 STAN DARO BANK AND TRUST COMPANY 19730
ot llmtedSrvke 3490273 NORTH RIVERSIDE BRANCH BJSOWEST CERMAK ROAD RlvtRSlDE ll COOK UNITED STATES 441864 37 STANDARD BANK AND TRUST COMPANY 19730
ot FuLServke 3202171 SHOREWOOD BRANOl 970 BROOK FOREST AVENUE SHOREWOOD It - t UNITED STATES 419531 33 STANDARD BANICANDTRUSTCOMPANY 19730
ok FulSrvlee 3188918 VILLA PARK BfWIOi 1 WESrRoostVrlTROAD VlltAPARIC It 50181 OUPAGE UNITED STATES 238455 14 STANDARDBANKANDTRUSTCOMPANY 19730
ok FulSrvke WllMINGTON BRANCH lOOSSOUTH WATER STREET WILMINGTON It 004 lt UNITED STATES 238453 12 STANDARD BANK AND TRUST COMPANY 19730
ok Fulfrvk 3197031 CHESTERTON BRANCH middot 755 JNDIAN BOUNDARY ROAD OIESTERTON IN PORTER UNITEDSTAlES 275664 32 STANDARD BANK AND TRUST COMPANY 19730
ok ruUrvic 2161D17 EASTCHCAGO BRANCH 4518 lNOANAPOUS BOULEVARD EAST CHICAGO IN 46312 lAKE UNITEDSTAlES 29 STANDARDSANKANDTRUSTCOMPANY 19730
ok Fulrvk 4913n HAMMOND BRANCH 1007 CALUMET AVENUE HAMMOND IN 46324 AKE UNITEDSTAlES 42227 30 STANDARD BANK AND TRUST COMPANY 19730
Fulrvlc 2161D3S HIGHtAND BRANCH 2930 RIDGE ROAD HIGHLAND IN 46322 UNITEOSTAlES 275659 27 STANDARD BANK AND lRUST COMP AN I 19730
ot Futtsrvke 2161044 LOWHl BRANCH 2090 EAST COMMERICALAVENUE LOWELL IN 463Sfgt21r AKE ONITEDSTAlES 275661 28 STANDARD BANK ANDTRUSTCOMPANI 19730
ok Full Srvlce 3439562 MERRlllVlllE BRANCH 579WESTUNCOlN HIGHWAY MERRlllVlllE IN 46410 AKE ONlEO STATES 450325 39 STANDARD BANK AND TRUST COMPANI 19730
ok Full Srvice 453712 SAINT JOHN BRANCH 9321 WICKER AVENUE SAINT JOHN IN 46373middot00 AKE ONtlEDSTATES 42414 26 STANDARD BANK AND rnusr COMPANY 19730
middot
Report ttem 4 Directors and Office (1) Name amp Address
J-Ohn R Barber New York NY
Christopher Doody Ne-vYork NY
1pound1 Pnncipal Occupation [rtmiddotrmiddotwittl BHC
Mariaging Partner eohesiVe ea pita I
Princlpal Storm Point Capital
(3) (bull) TrtiePosition with BHC Diredor
Director
FORM FR Y-9
STANDARD BANCSHARES INC Fiscal YearEnding Decttmber3112014
(3) lb) ltlePosition wffi1 Subsidiaries
NIA
NIA
(3) (c TrtlePosltlon wttn otherbuslne$es
Managtng Partner Cohesive Capital
Principal Stone Point Ciipitit
bull Stone Point ls the manager of the TriOOnt funds which are investment entities that own 25 or morn of the outstanding voting seairities orinlerests in various companles Mr Doody ls an ernployee and officer of Stone Point and is oo deemed to contror S1oria Point or the Trldent Funds He is not a principal securities holder of Stone Point or the Trident Funds The invstmenl committees of the Trident Funds are responsible for voting the shares or such companies and Mr Doody is not a member of the investment committees of the Trident Fonds A sctiedule of such companies in which U1e Trident funds hnve invested is available upon request
John o Gallagher Ortand Park IL
Managing Genera[ Partner OfdlarU Hill Bldg Co
Director Dior-standarU Bank
Managin9 GenerBi Partner Orchard HlllmiddotB1dg Co President Ordiard Hm Building Co Inc
Managing Member Qnhard Hill Construction LLC
Managing Membelt Austin Construction Co bull LLC
Presdenl Bougton Development Co
President ennStructildeg Co lnc
Prestdenl middot Farmingdare Development eomiddot
middotana9in middotRa -middot middot fariTijngdre _Mittwo middot
Pldciit_ _ Fam1r9dale Utilify Co_
Managing Partner Frtz91erald Lad lnvestment Ptshp
(4) a) 1w of Voting Shares in BHC
563
middot1483
14450
(4)(o) (4) (b) Names of othfr companitts 4 of Voting (if 25 ormorl voting Shares in Subs securities a held
NIA
NIA
NIA
NIA
NIA
NIA
NIA
NIA
NIA
NIA
Dryden Cons1rudioo Co Inc 100
NIA
NIA
NIA
Frtzgerald Land Investment Plshp 25
(1) Name amp Mdlt=
John D Gallagher CJriand Pru IL
(2) Principal rbull _ BHC1
(3) (b) TdfePosition wiU1 SubsXfiarics
(J)(c TrtiePttSition wTUi other buslncssts
Trustee-Vote 100 Galla171ormiddot Henr)Tnisl
- Gallagher amp Henry Inc
Prumlaquo GaDaQhef Parloecs LP GB4 Jnc
Managing Partner Gl6mwod DevelopmElnt Co
Managmjl farlnelt Heruy Co Managmo Hermann Umd Investment Ptshp
Managing- Kolarlrugtd I lgthp Preltldeot Kokast -kimes Inc
PreSdenl Coo$trixtioo middotmiddot nc
- -MiAdams 400 Investment Ptshp
Msoagir(Q Partner Meifefl1 id lnpoundiiini _Pthp Managing Partner sr middotGod 1nVeslmoo Pbhp Managiog Partnef
-LampftPtshp TruSt6e
ThOGalfaghmiddotorSliujiini middot Trust
(4) (bull) of Voting Shares in BHC
(4) (b) of Voting Shares In SUbs
Names of other companies frf 25 degmom voting securiDes arn heJd NIA
NIA
NIA
NIA
NIA
NIA
NIA
Hennarm Lnnd Investment Ptshp 25
K6irland lovStrnerrlPiStip 25 NIA
NIA
NIA
Laod lNeStrnloi PlShp 25
df1li3 lfjJrlvtrpnt PWiP 25
Land l hp 25
e(Lao1fl PtShp 25_-xmiddotmiddot middot
standard tWesTrust 25 middot
(1) Name amp Address
Tnnothy J GsJlaghet Burr Ridge IL
(2) Principal Occupation [d other than with BHC)
(J) (a) TrltePosifion wtth BHC
(3)(b) TdiePosffion wittl Subskfcuies
OlaHrnan of the Board
(J) (c) TitlePosition with other businees
PreOOeot Brittany Glen Homeownoc l=gtc Suffield Woods Homeowner Assoc FanntngdaJe Viage Com Assoc fumlogdale Vdlage Com Assoc 2 Misty Meadoyenr Homeowner Assoc 1ltings1on Hills liomeOMler Assoc Gallagheramp Henrys Condos Goodiogs Grove Assoc Ganaghcr amp Heruys Goocfings Grove Umbretia Assoc Farmingdale Vil Cooos of Woodridge Homeowner Assoc Radc5ffe rtMe TOvlfflhomes Assoc
BNC OWnefs Assodatioo
Boughton Woodward Commenial Center LLC su-lgle MembeltUC- GB4 i5 member
Union Poirrte Investors Uc Sing1e MemberlLC- Union PcWe Oevclopmeot Co b member
Uoion POOte Buadlog Venture 1lLC Union 00rt lnvestorn LlC ts member Union Pofrrte Buikfing Venlilre 112 LLC Unton Point nveslor lLC is member
Union Pointe Boikfing Venture 3 LLC Union Poinl lnveslors UC is member
standgtnJ Bank -ALm1 Construction Co LlC
Pminlaquo Frtzyerald Lnnd Investment Pbttp
(lt)(bull) ofVotlng Shares in BHC
11520
(4) (b) ofVotiog Shares in Subs
NIA
Names of other companies (If 25 or l1XgtflJ voting securities aro held
NIA NIA NIA NIA NIA NIA NIA WA NIA NIA NIA
WA
NIA
WA
WA
NIA
NIA
WA
NIA
NIA
NIA
WA
WA
(1) =
Timothy J GJJbghctshyBorr Ridge IL
(2) Principal (if oUJef than wtth BHC)
3 (a) TitlePosition wilh BHC (3) 1c) Trtielosilion with other businesses ampcretuy amp Henry Inc
_ GieoMXgtd Developmeot Co
Partner Hermann Land Investment Pt5hp KOOr land Investment Ptstip
Secret3y Kolcast Homes loo
__ Koamp Construction Co Inc
Secrebgty Ordnrd Hin Buikfing Co Inc
Pa1nelt srrvb land 1ovestrnent Pshp -Smotelt Land Investment Ptshp Trustee- Vote 100 The Gollagher stmdafd
Trust
-- uruoo Pointe Development Co
lt4)(a) ofVotiog Shares in BHC
(4) (b) of Voting Shares In Sobs
tfamos of othcreomnk (lf25 ormoro vo6ng sccuritios arc held
NIA
NIA
NIA
Hennano Land Investment Ptshp 25
Kolar land Investment Pshp 25
NIA
NIA
NIA
Maas Land Investment Ptshp 25
McAdams Iand lnv=tmeni Plshp 25
Medema land lnvestme111 Ptshp 25
NIA
NIA
NIA
Slivka land Investment Plshp 25
SmoterUmd I Ptshp 25
Unkio Pointe Devdopmcot Co 25
(11 (21 Pl (a) 3 (b) 3) c) 4 (a) (4)b) Names of othelt com pan Name amp Adqross princi Occupation TJdcPositiorl TJHePositiorl TrticPosIDon of Voting of Voting [If 25 or mon voting
(if other than with Bl tc) wtth SHC with Subsidiaries with other businesses Shares In BHC Shares in Subs securities are heJd
Timothy J GaUagilet Slaquoretmy GB4 Inc SurRXgeIL GB4 lnc 251
Uoioo Polnte Bonding Venture 3 UC NIA Uoiont PoCnt lnves1ocs LLC is member
Lawraooe P Kelley NIA DirododVJCO Chaifman Oamp-edooVlce Chairman NIA 023lt))1 NIA NIA Pltullt IL PreraquoleoUCEO -0-0
standam Bank
Atampief Ko-arldt NIA DirodOlt Dirodoc NIA 0140 NIA NIA 1-fmsdak ll -
Howrd K Priess JI - deg Dirodoc Solo Pradiltgtoelt 0140 NIA NIA NapeMe IL Standard Bank
Owner White Oak Construction LlC Wh4te Oak Construction LLC 100
Robert A RoslKWt NIA Lead ndepcodeot Director oltedoc NIA D140( NIA NIA QOCago u standanl Bank
Charles E Shomo rv NIA deg Ciredor NIA 013lfI( NIA NIA Bur Ridgo IL standam Bank
Patrick J Hunt NIA _ Executive VPCFO NIA 008 NIA NIA Palos Heights IL EVPCfO standanl Bank
deg Scoltzu NIA Asst VPJAssl Asst VPAsst Secy NIA 00CXgt1 NIA NIA
Everyreen Park IL Sea-- SiandagtO Bank
STANDARD BANCSHARES INC AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS YEARS ENDED DECEMBER 31 2014 2013 AND 2012
(in thousands)
Cash flows from operating activities Net income (loss) Adjustments
Depreciation and amortization Provision for credit losses Provision for deferred income taxes (Gain) loss from sales of investment securities (Accretion) amortization of (discount) premium on investment securities net Originations of loans held for sale Proceeds from sales of loans held for sale Gains from sales of originated loans held for sale (Gain) loss on sale of other real estate owned (Gain) loss from sale of premises and equipment Write down of other real estate owned Stock based compensation expense Bank owned life insurance income Goodwill impairment Net change in other assets Net change in accrued expenses and other liabilities
Net cash provided by operating activities
Cash flows from investing activities Available-for-sale securities
Proceeds from sale of investment securities Proceeds from maturities of investment securities Purchase of investment securities
Held-to-maturity securities Proceeds from maturities of investment securities Purchase of investment securities
Purchase of Federal Home Loan Bank Stock Redemption of Federal Home Loan Bank stock Net change in loans Purchases of bank premises and equipment Proceeds from sale of bank premises and equipment Proceeds from sale of other real estate owned
Net cash (used in) investing activities
Cash flows from financing activities Net change in deposits Repayment on advances from Federal Home Loan Bank Proceeds from Federal Home Loan Bank advances Repayment of note payable Issuance of common stock net of issuance costs Dividends paid - preferred stock
Net cash provided by financing activities
Net change in cash and cash equivalents Cash and cash equivalents - beginning of year
Cash and cash equivalents - end of year
Supplemental cash flow information Interest paid on deposits and other borrowings Income taxes paid
Supplemental schedule of non-cash investing and financing activities Transfer to foreclosed real estate Transfer to premises held for sale
----change-in-parvalue-on-common-stoc Exchange of preferred stock to common stock
2014
$ 14294
5007 2967 7162
(611) (3)
(101863) 100381
(1928) (426) (491)
1154 782
(1437)
339 (655)
24672
6375 97802
(119885)
312 2430)
(104)
(133338) (1406) 1824 2004
(148846)
74467
15000
89467
(34707) 234183
$ 199476
$ 4031 3736
$ 6035 1462
2013
$ 8173
5239 8751 3425
270 (162764) 162033
(2608) (170)
(1) 2913
441 (1437)
4939 (2284) 26920
35918
214
2521 (126716)
(1777) 2
5135 (84703)
135 (23466)
(16 100) 68598 (6026)
23141
(34642) 268825
$ 234183
$ 10170 274
$ 3912
427-7 63000
The accompanying notes are an integral part of the consolidated financial statements 7
2012
$ (30762)
5624 33384 (6928)
334 (205693) 216624
(3620) 136 (18)
2476
(1469) 23987
3245 4268
41588
99963 (134057)
157
12531 (47883)
(2534) 18
4096 67709)
49431 (8615)
40816
14695 254130
$ 268825
$ 9316 138
$ 12108
STANDARD BANCSHARES INC AND SUBSIDIARIES
NOTES TO CONSOLIDATED FI NANCIAL STATEMENTS (in thousands except share data)
Note 1 - Summary of Significant Accounting Policies
The accompanying financial statements are prepared in accordance with generally accepted accounting principles and conform to general practices within the banking industry A summary of the significant accounting policies follows
Nature of Operations
Standard Bancshares Inc (the Company) is a bank holding company whose principal activity is the ownership and management of its wholly-owned subsidiary Standard Bank and Trust Company (the Bank) The Bank generates commercial mortgage and consumer loans and receives deposits from customers located primarily in the Chicago Metropolitan Northwest Indiana and surrounding areas The Bank operates under a state bank charter and provides full banking services As a state bank the Bank is subject to regulation by the Illinois Department of Financial and Professional Regulation and the Federal Deposit Insurance Corporation The Bank has two whol ly-owned subsidiaries One of those subsidiaries is an insurance agency and the other holds other real estate owned and land acquired for potential future development
Principles of Consolidation
The consolidated financial statements include the accounts of Standard Bancshares I nc the Bank and its wholly-owned subsidiaries after elimination of al l material intercompany transactions and balances
Use of Estimates
To prepare financial statements in conformity with accounting principles generally accepted in the U nited States of America management makes estimates and assumptions based on available information These estimates and assumptions affect the amounts reported in the financial statements and the disclosures provided and actual results could differ The allowance for loan losses valuation of other real estate owned evaluation of other intangible assets for impairment deferred tax assets and fair values of financial instruments are particularly subject to change
Investment Securities
Debt securities are classified as held-to-maturity when the Company has the positive intent and ability to hold the securities to maturity Securities held-to-maturity are carried at amortized cost The amortization of premiums and accretion of discounts are recognized in interest income using methods approximating the interest method over the period to maturity
Debt securities not classified as held-to-maturity are classified as available-for-sale Securities availableshyfor-sale are carried at fair value with unrealized gains and losses reported in other comprehensive income Realized gains (losses) on securities available-for-sale are included in other income (expense) and when applicable are reported as a reclassification adjustment net of tax in other comprehensive income Gains and losses on sales of securities are determined on the specific-identification method
Management evaluates securities for other-than-temporary impairment (OTT) on at least a quarterly basis and more frequently when economic or market conditions warrant such an evaluation For securities in an unrealized loss position management considers the extent and duration of the unrealized loss and the financial condition and near-term prospects of the issuer Management also assesses whether it intends to sell or it is more likely than not that it will be required to sell a security in an unrealized loss position before recovery of its amortized cost basis I f either of the criteria regarding intent or requirement to sell is met the entire difference between amortized cost and fair value is recognized as impairment through earnings For debt securities that do not meet the aforementioned criteria the
8
STAN DARD BANCSHARES I NC AND SU BSI DIARIES
NOTES TO CONSOLI DATED FINANCIAL STATEMENTS (in thousands except share data)
Note 1 - Summary of Significant Accounting Policies (Continued)
Investment Securities (Continued)
amount of impairment is split into two components as follows 1) OTII related to credit loss which must be recognized in the income statement and 2) OTII related to other factors which is recognized in other comprehensive income The credit loss is defined as the difference between the present value of the cash flows expected to be collected and the amortized cost basis For equity securities the entire amount of impairment is recognized through earnings
Loans Held for Sale
Mortgage loans originated and intended for sale in the secondary market are carried at the lower of the aggregate cost or fair value as determined by outstanding commitments from investors
Mortgage loans held for sale are generally sold with servicing rights retained Gains and losses on sales of mortgage loans are based on the difference between the selling price and the carrying value of the related loan
Loans
Loans that management has the intent and ability to hold for the foreseeable future or until maturity or payoff are reported at the principal balance outstanding less origination fees - net of costs and an allowance for loan losses Interest income is accrued on the unpaid principal balance Loan origination fees net of certain direct origination costs are deferred and recognized in interest income over the respective term of the loan using the level-yield method without anticipating prepayments
Interest income on mortgage and commercial loans is generally discontinued at the time the loan is 90 days delinquent unless the loan is well-secured and in the process of collection Consumer loans are typically reviewed for charge-off no later than 120 days past due Past due status is based on the contractual terms of the loans Nonaccrual loans and loans past due 90 days still on accrual include both smaller balance homogeneous loans that are collectively evaluated for impairment and individually classified impaired loans In a l l cases loans are placed on nonaccrual or charged off at an earlier date if collection of principal or interest is considered doubtful
All interest accrued but not collected for loans that are placed on nonaccrual or charged off is reversed against interest income The interest on these loans is accounted for on the cash-basis or cost-recovery method until qualifying for return to accrual Loans are returned to accrual status when a l l the principal and interest amounts contractually due are brought current and future payments are reasonably assured
The Bank grants commercial and residential mortgage commercial and consumer loans to customers A substantial portion of the loan portfolio is represented by loans to commercial businesses generally secured by business assets and real estate throughout the Chicago Metropolitan Northwest Indiana and surrounding areas The ability of the Companys debtors to honor their contracts is dependent on the real estate and general economic conditions in this area
Allowance for Credit Losses
The allowance for credit losses is evaluated on a regular basis by management and is based upon managements periodic review of the collectability of the loans in the light of historical experience the nature and volume of the loan portfolio adverse situations that may affect the borrowers ability to repay estimated value of any underlying collateral and prevailing 0conomic conditions The al lowance for loan losses is a valuation a llowance for probable incurred credit losses increased by the provision for loan
9
STANDARD BANCSHARES INC AND SUBSI DIARIES
NOTES TO CONSOLI DATED FINANCIAL STATEMENTS (in thousands except share data)
Note 1 - Summary of Significant Accounting Policies (Continued)
Allowance for Credit Losses (Continued)
losses and recoveries and decreased by charge-off of loans Management believed the estimated allowance for loan losses to be adequate based on known and inherent risks in the portfolio past loan loss experience information about specific borrower situations estimated collateral values economic conditions and other factors Allocations of the allowance may be made for specific loans but the entire allowance is available for any loan that in managements judgment should be charged-off Loan losses are charged against the al lowance when management believes the uncollectability of the loan balance is confirmed
The allowance consists of specific and general components The specific component relates to loans that are individually classified as impaired The general component covers non-impaired loans and is based on a historical migration analysis adjusted for current qualitative environmental factors The Company maintains a loss migration analysis that tracks loan losses and recoveries based on loan type as well as the loan risk grade assignment for commercial loans During 2013 the Company chose to change its methodology for determining the general component of the reserves Previously the portfolio was segmented into four categories and used a straight line three year loss history The Company now uses a migration analysis system that segments the portfolio into six categories incorporates losses by risk grade and the impact of changes in risk grade The system looks at a charge-off and the risk g rade of that loan during the prior eight quarters and then allocates a portion of the loss to the various risk grades The system incorporates charge-offs during the last four eight quarter segments These historical loss percentages are adjusted (both upwards and downwards) for certain qualitative environmental factors including economic trends credit quality trends concentration risks quality of loan review changes in staff and external factors and other considerations This evaluation is inherently subjective as it requires estimates that are susceptible to significant revision as more information becomes available
A loan is impaired when based on current information and events it is believed to be probable that the Company will be unable to collect all amounts due according to the contractual terms of the Joan agreement Loans for which the terms have been modified with no benefit to the Company received and for which the borrower is experiencing financial difficulties are considered troubled debt restructurings (TDRs) and classified as impaired Factors considered by management in determining impairment include payment status collateral value and the probability of collecting scheduled principal and interest payments when due Loans that experience insignificant payment delays and payment shortfalls generally are not classified as impaired Management determines the significance of payment delays and payment shortfalls on a case-by-case basis taking into consideration all of the circumstances surrounding the loan and the borrower including the length of the delay the reasons for the delay the borrowers prior payment record and the amount of the shortfall in relation to the principal and interest owned The Company evaluates impaired loans individually to determine whether or not interest continues to be accrued
All loans with relationship balances exceeding $250000 and an internal risk grading of 6 or worse are evaluated for impairment Generally al l loans over $250000 and on non-accrual will be considered impaired f a loan is impaired a portion of the allowance is al located so that the Joan is reported net at the present value of estimated future cash flows using the loans existing interest rate or at the fair value of collateral less estimated costs to sell if repayment is expected solely from the collateral Large groups of smaller balance homogeneous loans such as consumer and residential real estate loans are collectively evaluated for impairment and accordingly they are not separately identified for impairment disclosures
10
STANDARD BANCSHARES INC AND SU BSIDIARIES
NOTES TO CONSOLIDATED FI NANCIAL STATEMENTS (in thousands except share data)
Note 1 - Summary of Significant Accounting Policies (Continued)
Allowance for Credit Losses (Continued)
While management uses available information to recognize losses on loans further reductions in the carrying amounts of loans may be necessary based on changes in local economic conditions In addition regulatory agencies as an integral part of their examination process periodically review the estimated losses on loans Such agencies may require the Company to recognize additional losses based on their judgments about information available to them at the time of their examination Because of these factors it is reasonably possible that the estimated losses on loans may change materially in the near term However the amount of the change that is reasonably possible cannot be estimated
Transfers of Financial Assets
Transfers of financial assets are accounted for as sales when control over the assets has been relinquished Control over transferred assets is deemed to be surrendered when the assets have been isolated from the Company the transferee obtains the right (free of conditions that constrain it from taking advantage of that right) to pledge or exchange the transferred assets and the Company does not maintain effective control over the transferred assets through an agreement to repurchase them before their maturity
Bank Premises and Equipment
Land is carried at cost Other premises and equipment are carried at cost net of accumulated depreciation Depreciation is computed using the straight-line method based principally on the estimated useful lives of the assets Maintenance and repairs are expensed as incurred while major additions and improvements are capitalized Gains and losses on dispositions are included in current operations
Premises held for sale are carried at the lower of cost or fair value less costs to sell Fair values are based on third-party appraisals of the properties
Mortgage Servicing Rights
When mortgage loans are sold with servicing retained servicing rights are initially recorded at fair value with the income statement effect recorded as income on the sale of loans Fair value is based on market prices for comparable mortgage servicing contracts when available or alternatively is based on a valuation model that calculates the present value of estimated future net servicing income All classes of servicing assets are subsequently measured using the amortization method which requires servicing rights to be amortized into non-interest income in proportion to and over the period of the estimated future net servicing income of the underlying loans
Servicing rights are evaluated for impairment based upon the fair value estimate of the rights as compared to the carrying amount I mpairment is determined by stratifying rights into groupings based on predominant risk characteristics of the underlying loans Such characteristics include loan type loan size interest rate date of origination and loan term Impairment is recognized through a valuation a llowance to the extent that fair value is less than the carrying amount If the Company later determines that a l l or a portion of the impairment no longer exists for a particular grouping a redudion of the a llowance may be recorded as an increase to income The fair value of servicing rights are subject to significant fluctuation as a result of changes in estimated and actual prepayment speeds and default rates and losses For the years ended December 31 2014 2013 and 2012 mortgage servicing rights were determined not to be impaired
1 1
STANDARD BANCSHARES INC AND SUBSIDIARIES
NOTES TO CONSOLI DATED FINANCIAL STATEMENTS (in thousands except share data)
Note 1 - Summary of Significant Accounting Policies (Continued)
Mortgage Servicing Rights (Continued)
Servicing fee income which is reported on the income statement as secondary mortgage income is recorded for fees earned for servicing loans The fees are based on a contractual percentage of the outstanding principal or a fixed amount per loan and are recorded as income when earned The amortization of mortgage servicing rights is netted against secondary mortgage income Servicing fees totaled $969 $878 and $643 for the years ended December 3 1 2014 2013 and 2012 respectively Late fees and ancillary fees related to loan servicing are not material
Other Real Estate Owned
Real estate properties acquired through or in lieu of loan foreclosures are initially recorded at the fair value less estimated selling cost at the date of foreclosure Any write-downs based on the assets fair value at the date of acquisition are charged to the allowance for credit losses After foreclosure valuations are periodically performed by management and property held for sale is carried at the lower of the new cost basis or fair value less cost to sell Impairment losses on property to be held and used are measured as the amount by which the carrying amount of a property exceeds its fair value Costs of significant property
middotimprovements are capitalized whereas costs relating to holding property are expensed The portion of interest costs relating to development of real estate is capitalized Valuations are periodically performed by management and any subsequent write-downs are recorded as a charge to operations if necessary to reduce the carrying value of a property to the lower of its cost or fair value less cost to sell
Federal Home Loan Bank (FHLB) Stock
The Bank is a member of the FHLB Chicago Members are required to own a certain amount of stock based on the level of borrowings and other factors and may invest additional amounts FHLB stock is carried at cost classified as a restricted security and periodically evaluated for impairment based on ultimate recovery of par value When declared cash and stock dividends are recorded as income
Bank Owned Life Insurance
The Company has purchased life insurance policies on certain key executives and officers Bank owned life insurance is recorded at the amount that can be realized under the insurance contract at the balance sheet date which is the cash surrender value adjusted for other charges or other amounts due that are probable at settlement
Goodwill and Other Intangible Assets
Goodwil l resulting from business combinations prior to January 1 2009 represents the excess of the purchase price over the fair value of the net assets of businesses acquired Goodwill resu lting from business combinations after January 1 2009 is generally determined as the excess of the fair value of the consideration transferred plus the fair value of any non-controlling interests in the acquiree over the fair value of the net assets acquired and liabilities assumed as of the acquisition date Goodwill and intangible assets acquired in a purchase business combination and determined to have an indefinite useful life are not amortized but tested for impairment at least annually or more frequently if events and circumstances exists that indicate that a goodwill impairment test should be performed Goodwill totaling $23 987 was fully written off in 2012 Intangible assets with definite useful lives consist of core deposits acquired and are amortized over their estimated useful life of fifteen years to their estimated residual values
12
STANDARD BANCSHARES INC AND SUBSIDIARIES
NOTES TO CONSOLI DATED FI NANCIAL STATEMENTS (in thousands except share data)
Note 1 - Summary of Significant Accounting Policies (Continued)
Derivatives
ASC Topic 815 requires that every derivative instrument be recorded in the balance sheet as either an asset or liability measured at its fair value The guidance requires that changes in the derivatives fair value be recognized currently in earnings unless specific hedge accounting criteria are met The Company provides customers with interest rate swap transactions and offsets the transactions with interest rate swap transactions with inter-bank dealer counterparties Derivative contracts entered into by the Company are limited to those that are treated as non-designated derivative instruments Changes in the fair value of these derivatives are reported in earnings as non interest income
Mot1gage Banking Activities
Commitments to fund individual mortgage loans (interest rate locks) to be sold into the secondary market are taken out on both a best efforts and mandatory basis Mandatory commitments which are not executed are subject to potential pair off fees which reflect the changes in the market value of these commitments should unfavorable rate changes occur The Bank has had a sufficient best efforts commitment pipeline to satisfy any potential fallout of individual mandatory commitments Any pair off fees incurred are not material
Stock-Based Compensation
Compensation cost is recognized for stock options and awards issued to employees based on the fair value of these awards at the date of grant A B lack-Scholes model is utilized to estimate the fair value of stock options Compensation cost is recognized over the required service period generally defined as the vesting period
Income Taxes
Income taxes are provided for the tax effects of the transactions reported in the financial statements and consist of taxes currently d ue plus deferred taxes related primarily to differences between the basis of the a llowance for credit losses other real estate owned non-accrual interest and State net operating loss carryforwards The deferred tax assets and liabilities represent the future tax return consequences of those differences which will either be taxable or deductible when the assets and liabilities are recovered or settled Deferred tax assets and liabilities are reflected at income tax rates applicable to the period in which the deferred tax assets or liabilities are expected to be realized or settled As changes in tax laws or rates are enacted deferred tax assets and liabilities are adjusted through the provision for income taxes The Company files consolidated income tax returns with its subsidiaries
The Company recognizes a tax position as a benefit only if it is more likely than not that the tax position would be sustained in a tax examination including resolution of related appeals or litigation p rocesses The amount recognized is the largest amount of tax benefit that is greater than 50 likely of being realized on examination For tax positions not meeting the more likely than not test no tax benefit is recorded The Company recognizes interest and penalties related to income tax matters in income tax expense
Comprehensive Income
Comprehensive income consists of net income and other comprehensive income Other comprehensive income includes unrealized gains and losses on securities available for sale which are also recognized as separate components of equity
13
STANDARD BANCSHARES INC AND SUBSI DIARIES
NOTES TO CONSOLI DATED FI NANCIAL STATEMENTS (in thousands except share data)
Note 1 - Summary of Significant Accounting Policies (Continued)
Trust Assets and Fees
Assets held in a fiduciary or agency capacity are not included in the consolidated balance sheets since such items are not assets of the Company_ Income from trust fees is recorded when received This income does not differ materially from trust fees computed on an accrual basis
Cash Flows
The Company considers al l cash and due from banks cash advanced under ATM funding agreements interest-bearing deposits in other banks and federal funds sold to be cash equivalents for the purposes of the statements of cash flows
Reclassification
Certain reclassifications have been made in the prior year financial statements to conform with the current year presentation with no effect on net income or shareholders equity
New Accounting Pronouncements
In January of 2014 the Financial Accounting Standards Board (FASB) issued guidance to clarify when an in substance repossession or foreclosure occurs and an entity is considered to have received physical possession of the residential real estate property such that a loan receivable should be derecognized and the real estate property recognized Additionally the guidance requires interim and annual disclosure of the amount of foreclosed residential real estate property held by the entity and the recorded investment in consumer mortgage loans collateralized by residential real estate property that are in the process of foreclosure according to local requirements of the applicable jurisdiction The guidance is effective for annual and interim periods beginning after December 15 2014 and can be applied retrospectively or prospectively Management does n ot expect the adoption of this guidance will materially impact the Companys financial condition resu lts of operations or liquidrty_
In January 2014 the FASB amended existing guidance to eliminate the effective yield election and to 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 Disclosures for a change in accounting principle are required upon transition The amendment is effective for annual and interim periods beginning after December 15 2014 Adoption of this standard is not expected to have a material effect on the Companys financial condition or results of operations
Subsequent Events
Management reviewed subsequent events for recognition and disclosure through March 13 2015 which is the date the financial statements were available to be issued_
14
STANDARD BANCSHARES INC AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (in thousands except share data)
Note 2 - Cash and Cash Equivalents
The Companys banking subsidiary is required by the Federal Reserve Bank to maintain certain average cash reserve balances The required reserve balance at December 31 2014 and 2013 was $1 7889 and $ 1 7 395 respectively
The nature of the Companys business requires that it maintain amounts due from banks federal funds sold and interest-bearing deposits in other banks which at times may exceed federally insured limits Management monitors these correspondent relationships and the Company has not experienced any losses in such accounts
Note 3 - Investment Securities
Carrying amounts and fair values of investment securities were as follows
December 3 1 2014 December 31 2013 Gross Gross Gross Gross
Amortized Unrealized Unrealized Fair Amortized Unrealized Unrealized Fair Cost Gains Losses Value Cost Gains Losses Value
Held-to-maturity
Mortgage-backed $ 266 $ 18 $ $ 284 $ 378 s 25 $ - $ 403 securlties - residential
States and political subdivisions 2230 2230
Trust preferred security 1 392 (342) 1 050 1384 372) 1012
Total held-to-maturity 3888 18 (342) 3564 1762 25 (372) 1 415
Available-for-sale US g overnment-sponsored 1 46410 72 (1 75) 1 46307 1 24245 186 124431
entities and agencies
Mortgage-backed securities - residential 3436 232 3668 1 1287 916 12203
Equity securtties 4235 184 441 9 2235 735 (16) 2954
Total available-for-sale 154081 488 (175) 154394 137767 1837 (16) 139588
Total investment securities $157969 $506 $(517) S157958 $1 39529 $1862 $ (388) $141 003
15
STANDARD BANCSHARES INC AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (in thousands except share data)
Note 3 - Investment Securities (Continued)
The amortized cost and fair value of debt securities at December 31 2014 by contractual maturity are shown below Maturities may differ from contractual maturttie in mortgage-backed securities -residential because the mortgages underlying the securities may be called or repaid without any penalties Equity securities have no maturity therefore these securities are not included in the maturity categories in the following summary
Amounts maturing in
One year or less After one year through five years After five years through ten years Over ten years Mortgage-backed securities - residential Equity securities
Total
Securities Held-to-maturity
Amortized Fair Cost Value
$2155 $2155 75 75
1392 1050 266 284
3 888 3 564
Securities Avaiiable-for-sale
Amortized Fair Cost Value
$ 33447 $ 33486 112963 112821
3436 3668 4 235 4 419
154 081 154 394
Equity securities include $4027 of Community Reinvestment Act (CRA) eligible mutual funds and $392 in Fannie Mae and Freddie Mac preferred stock
The proceeds from sales of securities available-for-sale and the associated gains and losses are listed below for the year ended 2014
Proceeds
Gross gains Gross losses
There were no sales of securities in 2013 or 2012
$6375
611
Investment securities with a carrying value of $115645 and $135656 at December 31 2014 and 2013 respectively were pledged to secure public deposits short-term borrowings and for other purposes required or permitted by law
Information pertaining to securities with gross unrealized losses at December 31 2014 and 2013 aggregated by investment category and length of time that individual securities have been in a continuous loss position follows
16
STANDARD BANCSHARES INC AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (in thousands except share data)
Note 3 - Investment Securities (Continued)
Less Than 1 2 Months
December 31 201 4
Held-to-maturity Trust preferred security
Available-for-sale US government-sponsored
entities and agencies
Fair Value
$
$76908
Gross Unrealized
Losses
$
$(1 75)
1 2 Months or Greater
Fair Value
$ 1 050
$
Gross Unrealized
Losses Fair Value
$(342) $ 1 050
$ $76908
Total Gross
Unrealized Losses
$ (342)
$ (1 75)
Less Than 1 2 Months 1 2 Months or Greater Total Gross Gross Grnss
Fair Unrealized Unrealized Unrealized December 31 2013 Value Losses Fair Value Losses Fair Value Losses
Held-to-maturity Trust preferred security $ $ $ 1 012 $(372) $ 1 0 1 2 $ (372)
Available-for-sale Equity securities $1 984 $ (1 6) $ $ $ 1 984 $ (1 6)
Management evaluates securities for other-than-temporary impairment at least on a quarterly basis and more frequently when economic or market concerns warrant such evaluation Consideration is given to (1) the length of time and the extent to which the fair value has been less than cost (2) the financial condition and near-term prospects of the issuer and (3) the intent and ability of the Company to retain its investment in the issuer for a period of time sufficient to allow for any anticipated recovery in fair value
The Company had seventeen securities in a loss position at December 31 2014 One security is a trust preferred security with an amortized cost of $1 392 and an unrealized loss of $342 The other sixteen securities are government sponsored entity and agency securities with an amortized cost of $77083 and an unrealized loss of $175
The unrealized loss on the trust preferred security and government-sponsored entities and agencies were related to changes in interest rates and illiquidity in the financial services industry Management has evaluated the prospects of the issuer in relation to the severity and duration of the impairment Based on that evaluation and managements ability and intent to hold those investments for a reasonable period of time sufficient for a forecasted recovery of fair value management does not consider those investments to be other-than-temporarily impaired at December 31 201 4
17
STANDARD BANCSHARES INC AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (in thousands except share data)
Note 4 - Loans
Major Classifications of loans are as follows
Construction and land development Commercial Commercial real estate non-owner occupied Commercial real estate owner occupied Residential real estate Consumer
Total
Origination fees - net of costs Allowance for credit losses
Loans net
201 4 $ 110343
449341 427043 569269 1 18612
97066
1 771 674
( 1 023) (26320)
$1744331
2013 $ 140294
324898 4 1 9775 550900 1 1 7 343 1 08664
166 1 874
(984) (40895)
$161 9995
Construction loans are generally based upon estimates of the cost and value associated with the construction of the property Construction loans often involve the disbursement of substantial funds with repayment primarily dependent upon the success of the completed project Sources of repayment for these types of loans may be permanent loans from long-term lenders or sales of developed property Generally these loans have a higher risk profile than other real estate loans due to their repayment being sensitive to real estate values interest rate changes governmental regulations of real property demand and supply of similar projects the availability of long term financing and changes in general economic condition
Commercial loans are primarily lines of credit and equipment loans that are secured by accounts receivable inventory fixed assets and sometimes with real estate These loans are repaid through the operating cash flow of the company The increase in commercial loans was due to generally improved business activity resulting from the stabilizing economy and our focus on generating growth in this category of lending in order to better diversify our commercial portfolio Commercial loans are underwritten after evaluating and understanding the borrowers ability to operate its business
Underwriting standards are designed to ensure repayment of loans and mitigate loss exposure As part of the underwriting process the Company examines current cash flows to determine the ability of the borrower to repay its obligations as agreed Commercial loans are primarily made based on the identified cash f lows of the borrowers and secondarily on the underlying collateral provided by the borrower
Commercial real estrite locins consisted primarily of loans to business owners and developersinvestors in owner and non-owner occupied commercial properties The Company classifies the properties into owner-occupied which represents loans where more than 50 of the rental income is from the owner of the property or a related company and non-owner occupied represents loans where less than 50 of the rental income is from the owner of the property Non-owner occupied can include 5-unit or more apartment buildings retail office buildings hotels warehouse and industrial properties Repayment will come from the rental income paid by the tenants or owner Commercial real estate loans are subject to underwriting standards and processes similar to commercial loans in addition to those standards and processes specific to real estate Commercial real estate lending typically involves higher loan principal amounts and the repayment of the loans is largely dependent upon the successful operation of the property securing the loan or the business conducted on the property securing the loan Commercial real estate loans may be more adversely affected by conditions in the real estate market or in the general economy The properties securing the Companys commercial real estate portfolio are diverse in terms
1 8
STANDARD BANCSHARES INC AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (in thousands except share data)
Note 4 - Loans (Continued)
of type and geographic location within our market area Management monitors and evaluates real estate loans based on cash flow collateral location and risk grade criteria
The residential real estate portfolio consists of 1-4 family first lien loans secured by the borrowers home and are generally within our market area Any loans outside our market area are to customers with homes or businesses in our market areas
The consumer loans consist of loans to individuals for consumer purposes home equity loans home equity lines of credit and second mortgages Consumer loans are centrally underwritten utilizing various loan policy guidelines that take into consideration the borrowers ability to repay and the collateral offered
At December 31 2014 and 2013 certain officers directors and companies in which they have beneficial ownership were indebted to the Bank in the aggregate amount of $32267 and $36457 respectively During 2014 no new loans were made to such related parties and net repayments on existing loans amounted to $4 1 90 During 2013 new loans made to such related parties amounted to $389 and net repayments on existing loans amounted to $2082
19
STANDARD BANCSHARES INC AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (in thousands except share data)
Note 4 - Loans (Continued)
All owance fo r Credit L osses
Following is a summary of the activity in the allowance for credit losses
Commercial Commercial Real Estate Real Estate Non-owner Owner Residential
December 31 2014 Construction Commercial Occu12ied Occu12ied Real Estate Consumer Total
Allowance for loan losses
Beginning balance $ 16575 $ 2072 $ 3390 $ 1 2255 $ 3545 $ 3057 $ 40895
Provision for credit losses (1 945) 1981 5370 (3859) 193 1 228 2967
Loans charged-off (1 1 039) ( 1 717) (4247) (2632) (475) (994) (211 04)
Recoveries 2 833 _llsect 200 __sectQ __fil1_ 3 562
Total ending allowance balance $_JJA23 L2A28 $_A79j_ $ 5 955 $ 3 323 $ 26 320
Commercial Commercial Real Estate Real Estate Non-owner Owner Residential
December 31 2013 Construction Commercial Occu12ied 0CCUQied Real Estate Consumer Total
Allowance for loan losses
Beginning balance $17755 $ 4168 $ 1 3052 $ 18109 $ 3317 $ 2805 $ 59206
Provision for credit losses 6401 (724) (839) 2310 742 861 8751
Loans charged-off (7635) (1472) (1 0720) (8237) (515) (659) (29238)
Recoveries _M __jQQ ---1sectfil 74 __ 1 -2Q --2J1sect Total ending allowance balance $16 57S $2J)72 $ 3 390 $ 12 256 L351s UD57 $ 40 895
Commercial Commercial Real Estate Real Estate Non-owner Owner Residential
December 31 2012 Construction Commercial Occu12ied 0CCUQied Real Estate Consumer Total
Allowance for loan losses
Beginning balance $13016 $ 3214 $ 5275 $ 11620 $ 1975 $ 1860 $ 36960
Provision for credit losses 791 6 4614 8620 6815 3149 2270 33384
Loans charged-off (6354) (3937) (917) (401) (1841) (1362) (14812)
Recoveries ---11lZ _____fl_ 74 75 ___M ___E 3 674
Total ending allowance balance $1L155 $A1fill iil3 052 gt rn ms $ 3 3JZ $ 2 605 $ 59 206
20
STANDARD BANCSHARES INC AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (in thousands except share data)
Note 4 - Loans (Continued)
The following tables present the balance of the allowance for loan losses and the recorded investment in loans by portfolio segment and based on impairment method
December 31 201 4
Allowance for Joan losses
Ending balance individually evaluated for impainnent
Ending balance collectively evaluated for impainnent
Total ending allowance
Loans Ending balance individually evaluated
for impainnent Ending balance collectively evaluated
for impainnent
Total ending loan balances
Oecember 31 2013
Allowance for loan losses
Ending balance individually evaluated for impainnent
Ending balance collectively evaluated for impainnent
Total ending allowance
Loans Ending balance individually evaluated
for impainnent Ending balance collectively evaluated
for impainnent
Total ending Joan balances
Construction
s 5136
1 287
_$ 6 423
$ 20252
90 091
$jj0 343
Construction
$ 14662
1 913
_$ J6 szs
$ 35249
1 05 045
S140 29plusmn
Commercial
$ 601
1 827
_$ 2 428
$ 871
448470
$449 34j
Commercial
$ 461
1 6 1 1
$ 2 OZ2
$ 2294
322604
$32plusmn 888
2 1
Commercial Real Estate Non-owner Occupied
$ 1 373
3 41 8
$ 4Z9J
$ 1 5345
411 698
$427 043
Commercial Real Estate Non-owner Occupied
$ 1 865
1 525
$ 3 390
$ 1 5176
404 599
$4J9 ZZ5
Commercial Real Estate
Owner Occupied
$ 5 1 6
5 449
_$ 5 965
$ 6706
562563
$569 269
Commercial Real Estate
Owner Occupied
$ 3331
8 925
$ j2 256
$ 1 7201
533699
$550 900
Residential Real Estate
$ 1 665
1 658
$ 3 323
$ 5795
1 1 2817
$118 612
Residential Real Estate
$ 1 496
2 049
$ 3 545
$ 3799
1 1 3 544
S1H 343
Consumer Total
s 2 160 s 1 1 451
1 230 14 869
_$ 3 GO $ 76320
s 4377 $ 53346
92689 1 71 8328
_$ 97 066 $j Vj 674
Consumer Total
s 1 334 $ 23149
1 723 17 746
$ 3 057 $ 40 895
$ 3592 $ 77311
1 0 5072 1 584 563
S10B 664 S1 661 8Z4
STANDARD BANCSHARES INC AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (in thousands except share data)
Note 4 - Loans (Continued)
The following tables present loans individually evaluated for impairment by class of loans
Unpaid Allowance for Average Principal Recorded Loan Losses Recorded
December 31 2014 Balance Investment Allocated Investment
Wrth no related allowance recorded Construction $1 4349 $ 2200 $ $ 2824
Commercial 1 866 266 623
Commercial real estate non-owner occupied 12128 1 0392 1 1 282
Commercial real estate owner occupied 1 0541 3771 3617
Residential real estate 999 999 1 1 58
Consumer 2 557 ____1MQ --- -----1m Subtotal $42440 $1 91 87 _$ __
- $20780
With an allowance recorded
Construction $24344 $1 8052 $5 136 $27023
Commercial 605 605 601 1 498
Commercial real estate non-owner occupied 7149 4953 1 373 4132
Commercial real estate owner occupied 3163 2935 5 1 6 8607
Residential real estate 4796 4796 1 665 3736
Consumer _____bill_ _____bill_ ____lJ_sectQ 2 997
Subtotal $42875 $34159 $1 1 451 $47993
Construction $38693 $20252 $5136 $29847
Commercial 2471 871 601 2121
Commercial real estate non-owner occupied 1 9277 1 5345 1 373 1 5414
Commercial real estate owner occupied 1 3704 6706 5 1 6 1 2224
Residential real estate 5795 5795 1 665 4894
Consumer 5 375 4 377 ____lJ_sectQ 4 273
Total $1U51 S6JUL1
22
Interest Income
Recognized
$ 460
69
361 2 1 9
5 1
___g $ 11 92
$ 325 1 1
72
1 1 5
1 20
$ 676
$ 785
80
433
334
1 71
-----2i $1 868
STANDARD BANCSHARES INC AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (in thousands except share data)
Note 4 - Loans (Continued)
Unpaid Allowance for Average Interest
Principal Recorded Loan Losses Recorded Income December 31 201 3 Balance Investment Allocated Investment Recognized
With no related allowance recorded Construction $ 3440 $ 2790 $ $ 6783 $ 1 5
Commercial 1 761 1 761 1 828 76
Commercial real estate non-owner occupied 9051 9051 1 0068 410
Commercial real estate owner occupied 3664 341 3 1 368 84
Residential real estate 1 284 1 284 1 254 26
Consumer 1 477 ------1Jn --- ____1dQsect_ ___2Q Subtotal $20677 $1 9426 L____ $22809 LJill
With an allowance recorded
Construction $41 71 0 $32459 $1 4662 $32 188 $ 671
Commercial 533 533 461 499 6
Commercial real estate non-owner occupied 6125 6125 1 865 1 1 128 45
Commercial real estate owner occupied 20172 1 3788 3331 1451 6 318
Residential real estate 25 1 5 251 5 1 496 2170 1 01
Consumer 2 465 2 465 Subtotal $73520 $57885 $23149 $62354 llill
Construction $45150 $35249 $14662 $38971 $ 686 Commercial 2294 2294 461 2327 82
Commercial real estate non-owner occupied 1 5176 1 5176 1 865 21 1 96 455
Commercial real estate owner occupied 23836 17201 3331 15884 402
Residential real estate 3799 3799 1 496 3424 1 27
Consumer 3 942 3592 3 361 ___sectpound Total $M1_9Z $77 311 $23 149 $ll_5_1fill $1 814
23
STANDARD BANCSHARES INC AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (in thousands except share data)
Note 4 - Loans (Continued)
Unpaid Allowance for Average Interest
Principal Recorded Loan Losses Recorded Income December 31 2012 Balance I nvestment Allocated I nvestment Recognized
With no related allowance recorded Construction $ 2712 $ 1 819 $ $ 3600 $ 346
Commercial 1 763 1 410 1 931 7
Commercial real estate non-owner occupied 1 448 1 448 2451 1 5
Commercial real estate owner occupied 2238 2238 9805 60
Residential real estate
Consumer ---1Jlllli - ---1Jm --- ---
Subtotal $1 0056 $ 741 3 L___ $1 9690
With an allowance recorded Construction $43737 $ 39645 $12359 $45048 $ 455
Commercial 270 270 271 276
Commercial real estate non-owner occupied 27925 27489 1 1 777 20670 709
Commercial real estate owner occupied 4584 4584 1 782 4252 88
Residential real estate 3824 1 622 802 3842 88
Consumer 2885 ____LlQsect ______lQg Subtotal $83225 $ 7481 6 $27300 $76986 $ 1 373
Construction $46449 $41 464 $1 2359 $48648 $ 801 Commercial 2033 1 680 271 2207 7
Commercial real estate non-owner occupied 29373 28937 1 1 777 23121 724
Commercial real estate owner occupied 6822 6822 1 782 14057 148
Residential real estate 3824 1 622 802 3842 88
Consumer 4 780 1 704 ______lQg _isectQ1 ___TI Total Sfil281 $R222_9_
Interest income recognized includes interest accrued and collected on the outstanding balances of accruing impaired loans as well as interest cash collections on non-accruing loans and impaired loans for which the ultimate collectability of principal is not certain
24
STANDARD BANCSHARES INC AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (in thousands except share data)
Note 4 - Loans (Continued)
The following is an analysis of the age of the recorded investment in past due and nonaccrual Joans
December 31 2014
Construction
Commercial Commercial real estate
non-owner occupied Commercial real estate
owner occupied Residential real estate
Consumer
Total
December 31 201 3
Construction
Commercial Commercial real estate
non-owner occupied Commercial real estate
owner occupied
Residential real estate
Consumer
Total
Credit Qu ality Indicators
30-59 days
$ 398
714
122 726
1 457
30-59 days
$
1 89
41
61
907
_____sectQl_ $2 061
90 days or more past
due and 60-89 days accruing
$ 72 $
1 53
290 533
1 1 5 944 1 5
_filsect ___fil_ S2115 $_Z1fi
90 days or more past due and
60-89 days occruing
$ 672 $
66
770
395 1 9
886 248
-11sect _____sect $2 907 $_3j_Q
Total Past Current Non-accrual Due Loans Total
$20252 $20722 $ 89621 $ 1 1 0343
871 1 738 447603 449341
7291 81 1 4 41 8929 427043
26 1 2 2849 566420 569269 6424 8109 1 1 0503 1 1 861 2
4 039 6235 90 831 97 066
$41 489_ $1 723 907 $1 V1 674
Total Past Current Non-accrual Due Loans Total
$1 7361 $18033 $ 1 22261 $ 1 40294
479 734 324164 324898
6230 7041 412734 41 9775
131 08 13583 537317 550900
551 8 7559 1 09784 1 1 7343
4 1 76 5200 1 03 464 1 08 664
$52 150 $1 609 724 $1 661 874
The Company categorized its non-homogenous Joans into risk categories based on relevant information about the ability of borrowers to service the debt such as among other factor$ current financial information historical payment experience credit documentation public information and current economic trends The Company analyzes loans individually by classifying the Joan as to credit risk This analysis is done annually on a Joan by loan basis The Company uses the following definitions for classified risk ratings
Pass Loans classified as Pass are considered to be performing Joans that have adequate cash flow andor collateral based upon our underwriting process
Special Mention Loans classified as special mention have a potential weakness that deserves managements close attention If left uncorrected these potential weaknesses may result in deterioration of the repayment prospects for the Joan or of the institutions credit position at some future date
25
STANDARD BANCSHARES INC AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (in thousands except share data)
Note 4 - Loans (Continued)
Substandard Loans designated as substandard are inadeq uately protected by the current net worth and paying capacity of the obligor or the collateral pledged if any Loans have a wellshydefined weakness or weaknesses that jeopardize the liquidation of the debt They are characterized by the distinct possibility that the Bank will sustain some loss if the deficiencies are not corrected
Performing Not Rated Loans classified as Performing Not Rated are considered to be performing loans at the time of u nderwriting but historically ones in which we do not obtain updated financial information after the loans are originated These are generally consumer loans first mortgage home loans and home equity loans
Loans not meeting the criteria above are analyzed individually as part of the above described process and are considered to be unclassified loans Based on the most recent analysis perfornied the loan risk classifications are as follows
Special Performing December 31 2014 Pass Mention Substandard Not Rated Total
Construction $ 80127 $ 7719 $ 21249 $ 1 248 $ 1 1 0343
Commercial 442867 4915 1 559 449341
Commercial real estate non-owner occupied 399762 1 8880 8401 427043
Commercial real estate owner occupied 531 31 5 27295 1 0659 569269
Residential real estate 29747 1 1 9 8250 80496 1 1 8612
Consumer 8 91 0 312 5 939 81 905 97 066
Total $1 192 728 $ 59240 $ 56 057 SJ63 649 S1 ZZJ 6H
Special Performing December31 2013 Pass Mention S ubstandard Not Rated Total
Construction $ 90330 $ 9396 $ 37394 $ 3174 $ 1 40294
Commercial 309074 1 0445 4489 890 324898
Commercial real estate non-owner occupied 400738 10570 8467 419775
Commercial real estate owner occupied 502095 1 0840 37965 550900
Residential real estate 3567pound 1 09 7881 73677 1 17 343
Consumer 9 099 -----1fill 7 828 89 826 1 08664
Total SJ 47 OJ2 M32Z1 $104 021 S167 567 $1 661 871
The Bank considers the performance of the loan portfolio and its impact on the allowance for loan losses For residential and consumer loan classes the Bank evaluates credit q uality based on the payment and aging status of the loan Payment status is reviewed on a q uarterly basis with respect to determining adequacy of the allowance for Joan losses
26
STAN DARD BANCSHARES INC AND SUBSI DIARIES
NOTES TO CONSOLI DATED FI NANCIAL STATEMENTS (in thousands except share data)
Note 4 - Loans (Continued)
Tro ubled Debt Restructurings (TOR)
Loans classified as TD Rs totaled $1 8541 as of December 31 201 4 of which $1 5665 were performing and $2876 were on non-accrual loans classified as TDRs totaled $1 8095 as of December 31 201 3 of which $1 6596 were performing and $1 499 were on non-accrual
The Bank has allocated $1 797 and $ 1 3 1 4 in specific reserves to customers whose loan terms have been modified in troubled debt restructurings as of December 31 201 4 and 201 3 The Bank has committed to lend additional amounts of $45 and $26 as of December 31 201 4 and 201 3 to customers with outstanding loans that are considered to be troubled debt restructurings These loans involved the restructuring of terms to allow customers to mitigate the risk of foreclosure or default by meeting a lower loan payment requirement based upon their current cash flow These may also include loans that renewed at existing contractual rates but below market rates for comparable credit For commercial loans these m odifications typically include a lowering of the interest rate on the loan In some cases the modification will include separating the note into two notes with the first note structured to be supported by current cash flows and collateral and the second note made for the remaining unsecured debt The second note is charged off immediately and collected only after the first note is paid in full This modification type is commonly referred to as an A-B note structure For consumer mortgage loans the restructuring typically includes a lowering of the interest rate to provide payment and cash flow relief For each restructuring a comprehensive credit underwriting analysis of the borrowers financial condition and prospects of repayment under the revised terms is performed to assess whether the structure can be successful and that cash flows will be sufficient to support the restructured debt Anmiddot analysis is also performed to determine whether U1e restructured loan should be on accrual status Generally if the loan is on accrual at the time of restructure it will remain on accrual after the restructuring In some cases a nonaccrual loan may be placed on accrual at restructuring if the loans actual payment h istory demonstrates it would have cash flowed under the restructured terms After six consecutive payments under the restructured terms a nonaccrual restructured loan is reviewed for possible upgrade to accruing status
As with other impaired loans an al lowance for loan loss is estimated for each TOR based on the most likely source of repayment for each loan For impaired loans secured by real estate that are collateral dependent the allowance is computed based on the fair value of the underlying collateral For impaired loans where repayment is expected from cash flows from business operations the allowance is computed based on a discounted cash flow computation
27
STANDARD BANCSHARES INC AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (in thousands except share data)
Note 4 - Loans (Continued)
Troub led Debt Restructurings (TOR) (Continued)
The following table presents loans by c lass modified as troubled debt restructurings that occurred during the years ended December 31 2014 and 2013
Pre- Post-modification modification
Number outstanding outstanding 2014 of loans recorded recorded
investment investment Construction 1 $ 706 $ 813 Commercial real estate owner occupied 2 483 564 Residential real estate 3 1206 1 206 Consumer 5 563 563
Total 11 $2958 $3146
2013 Commercial real estate non-owner occupied 3 $14371 $ 8 670 Commercial real estate owner occupied 3 3505 3581 Commercial 2 1758 1804 Residential real estate 1 403 403
Total 9 $20037 $1 4458
The troubled debt restructurings modified in 2014 and 2013 described above increased the allowance for credft losses by $784 and $317 and did not result in any post-modification charge offs during the years ended December 31 2014 and 2013 respectively
28
STAN DARD BANCSHARES I NC AND SUBSIDIARI ES
NOTES TO CONSOLI DATED FI NANCIAL STATEMENTS (in thousands except share data)
Note 4 - Loans (Continued)
Tro uble d Debt R estructurings TOR ) (Continued)
The following table presents troubled debt restructurings by class and type of modification that occurred during the years ended December 31 2014 and 2013
AB Note Rate Restructure Reduction
2014 Construction $ $ -
Commercial real estate owner occupied 48
Residential Real Estate Consumer 218
Total $ $266
AIB Note Rate Restructure Reduction
2013 Commercial real estate non-
owner occupied $13901 $ 470 Commercial real estate
owner occupied 3073 Commercial 1758 Residential Real Estate 403
Total $13901 $5704
29
Rate Reduction
To Pay amp Advance Taxes of Funds
$ $ 706
435
$435 $ 706
Rate Reduction
To Pay amp Advance Taxes of Funds
$ $
432
$432 $
I nterest Only
Period
$
1206 345
$1551
I nterest Only
Period
$
$
Total
$706
483 1206
563 $2958
Total
$14371
3505 1758
403 $20037
STANDARD BANCSHARES I NC AND SUBSI DIARIES
NOTES TO CONSOLI DATED FINANCIAL STATEMENTS (in thousands except share data)
Note 4 - Loans (Continued)
Troubled Deb t Restru cturings (TOR) (Continued)
The following table presents loans by class modified as troubled debt restructurings for which there was a payment default within twelve months fol lowing the modification during the year ended December 3 1 2014 There were no payment defaults within twelve months following the modification during the year ended December 31 201 3
2014 Commercial
N umber of loans
1
Recorded Investment
$1 600
The troubled debt restructurings that subsequently defaulted in 2014 described above increased the allowance for credit losses by $233 during the year ended December 31 2014 In 2013 there were no troubled debt restructurings for which there was a payment default within twelve months following the modification The troubled debt restructurings resulted in $1600 of charge offs during the year ended December 31 201 4 The troubled debt restructurings did not result in any charge offs during the year ended 2013
Note 5 - Mortgage Servicing Rights
Following is a summary of the activity for mortgage servicing rights
Beginning balance Costs capitalized Accumulated amortization
Ending balance
2014 $ 2726
544 (835)
$ 2 435
2013 $ 2169
1 339 (782)
$ 2 726
2012 $ 1525
1434 (790)
$ 2 169
The aggregate fair value of mortgage servicing rights is based on fundamental analysis and the present value of expected future cash inflows In estimating fair value assumptions have been made regarding prepayment default and interest rates Mortgage servicing rights do not trade in an active market with readily observable prices The Company uses an independent third party to determine the fair value of mortgage servicing rights by estimating the fair value of the future cash flows associated with the mortgage loans being serviced Key economic assumptions used in measuring the fair value of mortgage servicing rights include but are not limited to prepayment speeds discount rates delinquencies and costs to service
A fair market estimate was completed by an independent third party in November 201 4 to determine the amount at which the asset could be exchanged in a current transaction between willing parties other than in a forced liquidation or sale Fair value was estimated based in part on the discounted future cash flows estimated to be received The evaluation used a discount rate for each pool of loan servicing rights which is intended to represent the estimated market yield and estimated cash flow for each pool of servicing rights by utilizing an assumed prepayment speed based on the characteristics of each pool No assurance can be given that the actual prepayments will conform to the prepayment speeds assumed The calculated fair value was compared to market values where possible to ascertain the reasonableness of the valuation in relation to the current market expectations
Mortgage servicing rights outstanding Estimated fair value as a percentage of loans serviced Principal value of loans serviced Estimated fair value of servicing rights outstanding
30
201 4 $ 2435
083 $394217 $ 3272
201 3 $ 2726
083 $382221 $ 3 1 72
STANDARD BANCSHARES INC AND SUBSIDIARIES
NOTES TO CONSOLI DATED FINANCIAL STATEMENTS (in thousands except share data)
Note 6 - Premises and Equipment
Major classifications of these assets are summarized as follows
Land Bank premises Furniture and equipment
Accumulated depreciation Premises and equipment - net
2014 $ 21 699
58 179 31 388
1 1 1 266 (50352)
$ 609 14
201 3 $ 2361 0
69 1 33 44467
1 3721 0 (71 428)
$ 65782
Depreciation expense amounted to $3479 $3668 and $3949 in 2014 201 3 and 2012 respectively_
The Company sold land buildings and vehicles for total proceeds of $1 824 $2 and $1 8 resulting in gross gains on sales of $49 1 $1 and $ 1 8 in the years ending December 3 1 2014 201 3 and 201 2 respectively
In December 2014 the Company signed a definitive agreement to enter into a sale-leaseback of land and buildings for two of its locations The Company designated $ 1 462 of premises as held for sale No write-down was taken at the time of transfer as the assets were anticipated to be sold at a gain In February 2015 the Company closed on a transaction a portion of the gain on sale was recognized in non-interest income The remaining gain was deferred and will be amortized into non-interest income over the lease term
Note 7 - Other Real Estate Owned
Activity in other real estate owned is summarized as followsmiddot
Beginning balance Acquired through or in lieu of foreclosure Proceeds from sales Gain (loss) on sales Write down on other real estate owned
Ending Balance
2014 $ 1 2 930
6 035 (2004)
426 ( 1 1 54)
$1 6233
2013 $1 6896
3 912 (51 35)
170 (2913)
$1 2930
201 2 $ 1 1 496
1 2 1 08 (4096)
(1 36) (2476)
$ 1 6 896
Operating expenses associated with other real estate owned net of write-downs on other real estate owned were $498 $1 96 and $976 in 2014 201 3 and 201 2 respectively
Note 8 - Intangibles
Core deposits Accumulated amortization Core deposits net
2014 2013
$ 8946 (7798)
$ 1 148
$ 8946 (7 1 05)
$ 1 841
Amortization expense amounted to $693 $789 and $885 in 2014 2013 and 20 12 respectively Core deposit intangibles are amortized over an estimated life of fifteen years
middot----- l n-201-2-the-Gompany-reGorded-a-ful l-write-down-of-$239g7-of-goodwill-as-it-was-determined-t0-be--shy
impaired_
3 1
STAN DARD BANCSHARES INC AND SUBSI DIARIES
NOTES TO CONSOLI DATED FI NANCIAL STATEMENTS (in thousands except share data)
Note 9 - Bank Owned Life Insurance
The Bank acquired life insurance policies through prior bank acquisitions and by direct purchase At December 3 1 2014 and 2013 the cash surrender value of these policies was $48470 and $47033 respectively No additional l ife insurance was purchased during 2014 or 2013
Note 10 - Deposits
Deposits at December 3 1 2014 and 2013 by major category are as follows
Demand deposits Non-interest-bearing Interest-bearing
Total demand deposits Savings deposits Time deposits Brokered deposits
Total deposits
2014
$ 612646 492 799
1 1 05445 374142 405857 1 08 1 28
$1 993 572
201 3
$ 536325 525 145
1 061 470 36341 8 427815
66 402
$1 91 9 1 05
The aggregate amount of deposits reclassified as loans (overdrafts) amounted to $2548 and $2781 at December 3 1 2014 and 201 3 respectively
Time deposits that met or exceed the FDIC insurance limit of $250 at year-end 201 4 and 2013 were $1 1 0 1 77 and $92681 respectively
At December 3 1 2014 scheduled maturities of certificates of deposit including brokered deposits are as follows
201 5 2016 2017 201 8 201 9 2020 and thereafter
$408455 65585 1 9838
9830 1 0277
$513 985
Deposits from related parties totaled $33614 and $32595 at December 31 2014 and 201 3 respectively
32
STANDARD BANCSHARES INC AND SU BSI DIARIES
NOTES TO CONSOLI DATED FINANCIAL STATEMENTS (in thousands except share data)
Note 1 1 - Advances from Federal Home Loan Bank
There were no outstanding advances with the Federal Home Loan Bank at December 3 1 201 3 The indebtedness to the Federal Home Loan Bank at December 3 1 2014 was $1 5000 consisting of the following fixed rate advances
Due Date
June 27 201 6 June 27 201 6
Total advances
I nterest Rate
057 057
2014
$1 3000 2 000
$1 5 000
Al l advances and letters of credit from the Federal Home Loan Bank (FHLB) were secured by a g eneral lien on qualifying commercial real estate residential mortgages and home equity loans of the Bank Each advance is payable at its maturity date with a prepayment penalty for fixed rate advances Letters of credit outstanding from the FHLB totaled $3872 and $41 946 at year-end 2014 and 201 3 respectively The advances and letters of credit were collateralized by $679990 of commercial real estate and mortgage loans in 2014 and $203845 of mortgage loans under a blanket lien arrangement at year-end 2013 Based on this collateral and the Companys holdings of FHLB stock the Company was eligible to borrow up to a total of $26951 3 at year-end 2014
Note 1 2 - Other I ncome
Other income consists of the following
Gain (loss) on sale of other real estate owned Gain on sale of premises and equipment Debit cardATM fees Trust feesBrokerage Fees Loan fees and commissions Cash management Bank Owned Life Insurance income Miscellaneous income
Total other income
33
2014
$ 426 491
28 1 8 2533
658 2641 1 437
921
lll 1 925
201 3 201 2
$ 1 70 $ ( 1 36) 1 1 8
2935 2829 2364 1 927
680 932 2286 2020 1 437 1 469 1 267 886
ll1 1 1 40 ll 9 945
STANDARD BANCSHARES INC AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (in thousands except share data)
Note 1 3 - Employee Benefit Plans
Profit Sharing
The Companys bank subsidiary maintains a defined contribution 401 (k) Plan Under terms of the Plan employees meeting age and service requirements may elect to have their compensation reduced and have that amount contributed to the Plan as a salary deferral contribution The Bank at its discretion may make a matching contribution to the Plan equal to a u niform percentage of the salary deferral contributions Apart from any matching contribution the Bank may also make a separate discretionary contribution to the Plan The final liability for matching contributions if any is determined after yearshyend requiring the Bank to estimate its discretionary contribution expense at year end Contribution expense recorded by the Bank amounted to approximately $ 1 1 79 $1 254 and $ 1 685 for 2014 201 3 and 201 2 respectively
Non-Qualified Plan
The Bank maintains a non-qualified deferred compensation plan for a select group of management and employees as determined by the Board of Directors Annual awards if any are based o n preshyestablished performance criteria which are communicated to eligible employees Benefits under the Plan vest after a five year period The liability under the Plan was $403 and $503 as of December 3 1 2014 and 201 3 respectively There was n o expense recorded in 2014 2013 o r 2012
Non qualified Sto ck Option Plan
Pursuant to the Capital Raise Investment Agreements on February 1 2 20 1 3 the Board of Directors of the Company adopted the Standard Bancshares Inc Stock Option Incentive Plan to be effective immediately after the Closing of the capital raise (please refer to Note 21 ) Pursuant to the Stock Option Incentive Plan the Compensation Committee of the Board of Directors of the Company is authorized to grant Incentive Stock Option awards Nonqualified Stock Option awards or a combination thereof to certain officers directors consultants or employees of the Company or any of its Subsidiaries or Affiliates aggregating up to 5402524 shares of the Companys common stock
The option price per share of stock purchasable under a stock option shall not be less than 1 00 of the fair market value of the common stock on the day of the grant Stock option vesting is based o n two components 1 ) a time vested option that vests over four years one fourth on each of the first four anniversaries from the option grant date and 2) a performance vested option that vests if there is an exit event resulting in the investor actually realizing an internal rate of return (RR) greater than or equal to 1 2 based on their original investment of $465 per share on February 22 201 3 Vesting is subject to acceleration in certain circumstances The options will expire if not exercised within 1 0 years of the
middot
date of grant and under certain other (employment) circumstances
The fair value of options granted was estimated on the date of grant using the Black Scholes optionsshypricing model using the assumptions noted in the table and commentary below The risk free rate of return is based on the constant maturity yield of a US Treasury note with a fixed rate term of 1 0 years at date of grant The volatility rate is derived from historical index values of publicly-traded commercial banks with assets between $1 and $5 billion Index values of comparably sized companies were used as a proxy because the Companys common stock is not exchange-listed and there is not an active trading market for the common stock The dividend yield assumption is based o n the Companys expected dividend payouts
34
STANDARD BANCSHARES INC AND SUBSIDIARI ES
NOTES TO CONSOLIDATED FI NANCIAL STATEMENTS (in thousands except share data)
Note 1 3 - Employee Benefit Plans (Continued)
Risk free rate of return
2014 20 1 3
275 1 97 Time remaining until expiration of the options Volatility rate
1 O years 1 0 years 1 392 1 587
Dividend yield 000 000
A summary of the activity in the non-qualified stock option plan for 2014 follows Weighted Average
Weighted Remaining Average Contractual
Number of Exercise Term Time Vested Stock Options Shares Price (in years)
2014 Outstanding at beginning of year 1 46651 5 $ 465 915
Granted 1 1 701 95 515 916 Exercised
Expired
Forfeited (23545) 494 870
Outstanding at end of year 2613 165 $ 487 860
Exercisable at end of year 366629 $ 465 815
2013 Outstanding at beginning of year $ Granted 1 466515 465 9 15 Exercised
Expired
Forfeited
Outstanding at end of year 1 465515 $ 465 9 15
Exercisable a t end o f year $
Aggregate Intrinsic Value
$ 1 1 1 8
$ 238
$ 733
$
The weighted average fair value of time vested options granted during 201 4 and 201 3 was $1 21 and $1 3 2 per option respectively
35
STANDARD BANCSHARES INC AND SUBSIDIARI ES
NOTES TO CONSOLIDATED FI NANCIAL STATEMENTS (in thousands except share data)
Note 1 3 - Employee Benefit Plans (Continued)
Performance Vested Stock Options 2014 Outstanding at beginning of year
Granted
Exercised
Expired
Forfeited
Outstanding at end of year
Exercisable at end of year
2013 Outstanding at beginning of year
Granted
Exercised
Expired
Forfeited
Outstanding at end of year
Exercisable at end of year
1 466515
1 170195
(26909)
2609801
1 465515
1 465515
$ 465
515
490
$ 487
$
$ 465
$ 465
$
91 5
91 6
864
860
g_1 5
91 5
$ 1 1 1 8
$
$ 733
$
The weighted average fair value of performance vested options granted during 201 4 and 201 3 was $040 for each year
Time Ve ste d O ption s
The Company recognized $782 and $44 I of stock-based compensation expense related to the granting of time vested stock options for the years ended December 20 14 and 2013 respectively There were no time vested options granted in 2012
As of December 3 1 201 4 there was $2 1 30 of total unrecognized compensation cost related to nonshyvestediime vested options granted underthe Plan The unrecognized cost is expected to be recognized over a weighted-average period of 26 years
Performan ce Veste d O ption s
The value of the performance vested options is a function of 1 ) the likelihood of a n Exit Event and 2) the likelihood of that Exit Event achieving the 1 2 IRR threshold These weighted average probabilities are then m ultiplied by the full value of a time vested option to derive the value of the performance options
The valuation methodology for the performance vested options involved ihree separate analysis
I Sale of control analysis 2 Initial public offering analysis 3 Remain private analysis
There was no expense recorded in 201 4 and 201 3 related to the performance vested options
There were no performance vested options granted in 201 2
36
STANDARD BANCSHARES INC AND SUBSIDIARI ES
N OTES TO CONSOLI DATED FI NANCIAL STATEMENTS (in thousands except share data)
Note 1 3 - Employee Benefit Plans (Continued)
As of December 3 1 2014 there was $1 059 of total unrecognized compensation cost related to nonshyvested performance vested options granted under the Plan The cost is expected to be recognized when it is determined that it is probable that a qualifying Exit Event will occur
Note 1 4 - Commitments
Operating Leases
The Bank leases property at various branch locations unde r terms that are considered to be an operating lease The leases expire in various years through 2020 Office rent expense was $728 $875 and $919 for 2014 2013 and 2012 respectively
Other Co mmitments
The Bank has a contract with a computer seNice company that expires in 201 6 Data processing expense was $2729 $2746 and $2424 for 201 4 201 3 and 2012 respectively
Annual future minimum payments for these agreements are as follows
Note 1 5 - Income Taxes
Year ending December 31 201 5 201 6 2017 20 1 8 201 9 2020 and thereafter
$3037 2884
394 203 1 26
1 6 $6 660
The components of the provision (benefit) for income taxes are as follows
Current Deferred Total Tax Expense (Benefit)
2014 $ 3494
7 1 62 $ 1 0656
201 3 $ 2373
3425 $ 5798
2012 $ 1 306
(6928) $ (5622)
The effective tax rate differs from the federal statutory rate primarily due to the following
Tax at statutory federal income tax rate Tax exempt interest income State income taxes net of federal benefit BOLi income Meals and entertainment Non-deductible expenses Goodwill impairment
201 4
$8483 (133) 1 5 1 6 (486)
77 76
Stock settled rights expense 639
201 3 $ 4750
(82) 766
(486) 84
1 02
2012 $(1 2371 )
(1 08) (866) (500)
79 80
8 1 55
O th enet--=====48=====664=--====(-l --
$1 0656 $ 5798 $ (5622)
37
STANDARD BANCSHARES INC AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (in thousands except share data)
Note 1 5 - Income Taxes (Continued)
The net deferred tax asset included at December 31 2014 and 2013 consists of the following
2014 201 3 Gross deferred tax assets
Allowance for loan losses $19212 $23305 Other real estate owned 2866 49 1 6 Non-accrual loan interest 4064 3 991 State net operating loss 1 835 2358 Accrued compensation 1 938 1 471 Depreciation 1 387 1 412 FNMA amp FHLMC preferred stock 1 270 1 270 Other assets 271 434
Total gross deferred tax assets $32843 $39 157
Gross deferred tax liabilities Purchase accounting adjustments $ 1 069 $ 1 282 Mortgage servicing rights 946 1 060 Unrealized gainloss on AFS securities 1 1 9 692 Other liabilities 1 306 1 31
Total gross deferred tax liabilities $ 3440 $ 3 165
Net deferred tax asset $29403 $35992
At December 31 2014 the Company has $33929 of Illinois net operating loss carryforwards expiring in 2025 and $2330 Indiana net operating Joss expiring in 2025 and 2026 which will be available to reduce future taxable income
The Company does not expect the total amount of unrecognized tax benefrts to significantly change in the next twelve months The Company recognized no interest andor penalties related to tax matters in tax expense
The Company and its subsidiaries are subject to US federal income tax as well as income tax of the state of Illinois and Indiana The Company is no longer subject to examination by taxing authorities for years before 201 0
3 8
STAN DARD BANCSHARES INC AND SUBSIDIARIES
NOTES TO CONSOLI DATED FI NANCIAL STATEMENTS (in thousands except share data)
Note 1 6 - Contingent Liabilities and Commitments
The Company does not reflect in its financial statements various commitments and contingent liabilities which arise in the normal course of business and which involve elements of credit risk interest rate risk and liquidity risk These commitments and contingent liabilities are commitments to extend credit commercial letters of credit and standby letters of credit A summary of the Banks commitments and contingent liabilities at December 31 is as follows
Commitments to extend credit under Unused commercial and other lines of credit Unused equity lines of credit Standby letters of credit
2014 201 3
$262907 46 125 42041
$234893 52905 40284
Commitments to extend credit commercial letters of credit and standby letters of credit a l l include exposure to some credit loss in the event of nonperformance of the customer The Banks credit policies and procedures for credit commitments and financial guarantees are the same as those for extension of credit that are recorded on the consolidated balance sheet Because these instruments have fixed maturity dates and because many of them expire without being drawn upon they do not generally present any significant liquidity risk to the Bank The Bank has not incurred any significant losses on its commitments in either 2014 201 3 or 2012
The Bank is party to litigation and claims arising in the normal course of business Management after consultation with legal counsel believes that the liabilities if any arising from such litigation and claims will not be material to the Companys consolidated financial position
Note 1 7 - Derivatives
D erivative contracts entered into by the Company are limited to those that are treated as non-designated derivative instruments The Company provides customers with interest rate swap transactions and offsets the transactions with interest rate swap transactions with inter-bank dealer counterparties as a means of offering risk management solutions to customers As ofDecember 3 1 2014 there were $6006 outstanding in notional values of swaps where the Company pays a variable rate of interest and the customer pays a fixed rate of interest This position is offset with counterparty contracts where the Company pays a fixed rate of interest and receives a floating rate of interest The estimated fair value of interest rate swaps was recorded as an asset of $207 and as a liability of $214 as of December 31 2014 Swaps with customers and inter-bank dealer counterparties are carried at fair value with adjustments recorded in other income The net effect of fai r value adjustments running through the income statement was immaterial during the year ended December 31 2014 There were no interest rate swap derivatives as of December 3 1 2013
3 9
STANDARD BANCSHARES I NC AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (in thousands except share data)
Note 1 8 - Financial I nstruments Fair Value Disclosure
The fair value measurement accounting Hterature establishes a fair value hierarchy which requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value The standard describes three levels of inputs that may be used to measure fair value
1 Level 1 - Unadjusted quoted mariltet prices in active markets that are accessible at the measurement date for identical unrestricted assets
2 Level 2 - Significant other observable inputs other than Level 1 prices such as quoted market prices for similar assets and liabilities quoted prices in markets that are not active or other inputs that a re observable or can be corroborated by observable market data
3 Level 3 - Signlficant unobservable inputs that reflect a reporting entitys own assumptions about the assumptions that mariltet participants would use in pricing an asset o r liability
A financial instruments level within the fair value hierarchy is based on the lowest level of input that is significant to the fair value measurement
Fair values of assets measured on a recurring basis at December 3 1 2014 and 2013 are as follows
De ce mbe r31 2014 Financial Assets
Securities available-for-sale US government sponsored entities and agencies Mortgage-backed securities - residential Equity securities
Total securities available-for-sale
Derivatives
Financial Liabilities
Derivatives
De ce mbe r 31 2013 Financial Assets Securities available-for-sale
US government sponsored entities and agencies Mortgage-backed secu rities - residential Equity securities
Total securities available-for-sale
Fair Value
$1 46307 3668 4 41 9
$1 54 394
$ 207
$ 214
$ 1 24431 1 2203
2 954 $ 1 39 588
Fair Value Measurements Usin1 Quoted Significant P rices Other
in Active Observable Markets Inputs (Level 1 ) (Level 2)
$
392 $ 392
$ -
$ -
$
$1 46307 3668 4 027
$1 54 002
$ 207
$ 2 1 4
$ 1 24431 12203 1 984
$1 38 61 8
Significant Unobservable
Inputs (Level 3)
$
$
$
$
$
$
As of December 31 2014 and 2013 there were no transfers between levels
40
STANDARD BANCSHARES I NC AND SUBSI DIARIES
NOTES TO CONSOLI DATED FI NANCIAL STATEMENTS (in thousands except share data)
Note 1 8 - Financial I nstruments Fair Value Disclosure (Continued)
The fair values of marketable equity securities available-for-sale are generally determined by quoted market prices in active markets for each specific security (Level 1 measurement inputs) If Level 1 measurement inputs are not available for a marketable equity security the fair value is determined by the quoted market price of a similar security traded in an active market (Level 2 measurement inputs)
The fair values of debt securities available-for-sale are generally determined by matrix pricing which is a mathematical technique widely used in the industry to value debt securities without relying exclusively on quoted market prices for the specific securities b ut rather by relying on the securities relationship to other benchmark quoted securities (Level 2 measurement inputs)
Derivative s
The fair value of derivatives are based o n valuation models using observable market data a s of the measurement date (Level 2) Our derivatives are traded in an over-the-counter market where quoted market prices are not always available Therefore the fair values of derivatives are detenmined using quantitative models that utilized multiple market inputs The inputs will vary based on type of derivative but could include interest rates prices and indices to generate continuous yield or pricing curves prepayment rates and volatility factors to value the position The majority of market inputs are actively quoted and can be validated through external sources including brokers market transactions and thirdshyparty pricing services
Fair values of assets measured on a nonrecurring basis are as follows
Oe ce mbe r31 2014 Other real estate owned net Impaired loans Loans held for sale Mortgage servicing rights
De ce mbe r 31 2013 Other real estate owned net Impaired loans Loans held for sale Mortgage servicing rights
Fair Value
$ 1 6233 41 895
8274 2435
$12 930 54 1 62
5408 2726
Fair Value Measurements Using Quoted Significant Prices Other
in Active Observable Markets Inputs (Level 1 ) (Level 2)
$ $
8274
$ - $
5408
Significant Unobservable
Inputs (Level 3)
$ 1 6233 41 895
2435
$1 2930 541 62
2726
Other real estate owned are initially recorded at fair value less costs to sell when acquired and are subsequently measured at the lower of cost or fair value less estimated costs to sell Fair values are based on third party appraisals of the property or internal valuations on smaller properties using comparable market data and various external resources resulting in a level 3 classification When the carrying value exceeds the fair value less costs to sell an impairment loss is recognized
The fair value of impaired loans secured by real estate with specific allocations of the allowance for loan --------- 1osses-is-generally-based-on--recent-real-estate-appraisals-or-internal-valuations-on-smaller-prnperties--shy
using comparable market data and various external resources These appraisals may utilize a single
41
STANDARD BANCSHARES INC AND SUBSI DIARIES
NOTES TO CONSOLI DATED FI NANCIAL STATEMENTS (in thousands except share data)
Note 1 8 - Financial Instruments Fair Value Disclosure (Continued)
valuation approach or a combination of approaches including comparable sales and the income approach resulting in a level 3 classification
Loans held for sale are carried at the lower of cost or fair value which is evaluated on a pool-level basis The fair value of loans held for sale is determined using quoted prices for similar assets adjusted for specific attributes of that loan or other observable market data such as outstanding commitments from third party investors resulting in a level 2 classification
The Company records its mortgage servicing rights at fair value and includes them in other assets in the Consolidated Balance Sheets Mortgage servicing rights do not trade in an active market with readily observable prices Fair value is based on market process for comparable mortgage servicing contracts when available or alternatively is based on a valuation model that calculates the present value of estimated future net servicing income Key economic assumptions used in measuring fair value of mortgage servicing rights at December 31 2014 included prepayment speeds maturities and discount rates While market based data is used to determine the assumptions the Company incorporates its own estimates of the assumptions market participants would use in determining the fair value of mortgage servicing rights which results in a level 3 classification
De cembe r 31 2014 Assets Cash and cash equivalents Securities held-to-maturity Securities available-for-sale Loans - net Loans held for sale Federal Home Loan Bank stock at cost Accrued interest receivable Derivatives
Liabilities
Deposits Federal Home Loan Bank advances Accrued interest payable Derivatives
De ce mbe r 31 2013 Assets
Cash and cash equivalents Securities held-to-maturity Securities available-for-sale Loans - net Loans held for sale Federal Home Loan Bank stock at cost Accrued interest receivable
Liabi lities Deposits Accrued interest payable
42
Carrying Value
$ 1 99476 3888
1 54394 1 744331
8274 3247 59 1 9
207
$ 1 993572 1 5000
265 214
$ 234 1 83 1 762
1 39588 1 61 9995
5408 3 143 5 576
$1 91 9 1 05 286
Fair Value
$ 1 99476 3 564
1 54394 1 798279
8274 3247 591 9
207
$1 992796 1 4984
265 214
$ 234 1 83 1 41 5
1 39588 1 679668
5408 3 143 5576
$ 1 920335 286
STANDARD BANCSHARES I NC AND SUBSI DIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (in thousands except share data)
Note 1 8 - Financial I nstruments Fair Value Disclosure (Continued)
In estimating the fair value of certain assets and liabilities not previously presented the following assumptions were made
Cash and Cash Equivalents
The carrying amounts of cash and equivalents reported in the balance sheet approximate fair value
Securities
Estimated fair values of securities are based on one of three models 1 ) quoted market prices where available 2) quoted market prices for similar instruments if quoted market p rices are not available 3) unobservable data that represents the Banks assumptions about items that market participants would consider in determining the fair value where no market data is available
L oans
Fair values of loans excluding loans held for sale are estimated as follows For variable rate loans that re-price frequently and with no significant change in credit risk fair values are based on carrying values Fair values for other loans are estimated using discounted cash flow analyses using interest rates currently being offered for loans with similar terms to borrowers of similar credit quality to calculate the present value of future contractual principal and interest cash flows and discounting them back to the present using a discount rate Impaired loans are valued at the lower of cost or fair value as described previously The methods utilized to estimate the fair value of loans do not necessarily represent an exit price
The fair value of loans held for sale is estimated based upon binding contracts and quotes from third party investors
Federal Home Loan Bank (FHLB) Stock
The carrying amounts reported in the balance sheet approximate fair value
Accrued Interest Receivable I Payable
The carrying amounts reported in the balance sheet approximate fair value
Deposits
The fair values disclosed for demand deposits (eg interest and non-interest checking passbook savings and certain types of money market accounts) are by definition equal to the amount payable on demand at the reporting date (ie their carrying amount) The carrying amounts of variable rate fixed-term money market accounts and certificates of deposit approximate their fair values at the reporting Fair values for fixed rate certificates of deposit are estimated using a discounted cash flows calculation that applies interest rates currently being offered on certificates to a schedule of aggregated expected monthly maturities on time deposits
Federal Home Loan Bank Advances
The fair value of Federal Home Loan Bank advances is estimated using discounted cash flow analyses --------based-on-the-currentborrowing-rate-of-similartypes-of-advances
43
STANDARD BANCSHARES I NC AND SUBSIDIARI ES
NOTES TO CONSOLI DATED FINANCIAL STATEMENTS (in thousands except share data)
Note 1 8 - Financial I nstruments Fair Value Disclosure (Continued)
Off-balance sh eet in strum ents
Fair asset andor liability value of off-balance sheet financial instruments as described in Note 1 6 may be estimated by applying fees currently charged for comparable commitments Based upon the qual ity of these commitments and their demand in the financial market it has been assumed that there is no material difference in the estimated fair value
Note 1 9 - TARP Capital Purchase Program
On April 24 2009 the Company entered into a Letter Agreement with the United States Department of Treasury (the Treasury) pursuant to which the Company sold to the Treasury 6000 shares of the Companys Fixed Rate Cumulative Perpetual P referred Stock Series A for $60 million and a warrant to acquire $3 million of Fixed Rate Cumulative Perpetual P referred Stock Series B for a nominal exercise price Immediately upon consummation of the closing the Treasury exercised the warrant and acquired the Series B Preferred Stock The Preferred Stock Series A qualified as Tier 1 capital and paid cumulative dividends q uarterly at a rate of 5 per annum The P referred Stock Series B qualified as Tier 1 capital and paid cumulative dividends quarterly at a rate of 9 per annum The difference between the initial carrying value that was allocated to the Series B Preferred Stock and its redemption value of $3 million will be charged to retained earnings (with a corresponding increase in the carrying value of the Series B Preferred Stock) over the first five years of the contract as an adjustment to the dividend yield using the level yield method During 201 1 the Company elected to suspend dividend payments For the year ended December 31 2012 total dividends of $3462 had been declared but not paid On February 22 201 3 1 3548387 of common shares were issued to the US Treasury in exchange for the $60 million and $3 million of Fixed Rate Cumulative Preferred Stock Series A and Series B respectively The Treasury subsequently sold those shares to institutional investors at $465 per share In addition the Company paid $6 million of dividends to the Treasury which included 1 00 of past due dividends and dividends due through February 22 2013
Note 20 - Regulatory Matters
The Companys primary source of cash is dividends received from its subsidiary bank The subsidiary bank is subject to certain restrictions on the amount of dividends that it may declare without prior regulatory approva L In addition the dividends declared cannot be in excess of the amount which would cause the subsidiary bank to fall below the minimum required for capital adequacy purposes
Banks and bank holding companies are subject to regulatory capital requirements administered by federal banking agencies Capital adequacy guidelines and additionally for banks prompt corrective action regulations involve quantitative measures of assets liabilities and certain off-balance-sheet items calculated under reg ulatory accounting practices Capital amounts and classifications are also subject to qualitative judgments by regulators Failure to meet capital requirements can initiate regulatory action Management believes as of December 3 1 2014 the Company and Bank meet al l capital adequacy requirements to which they are subject
Prompt corrective action regulations provide five classifications well capitalized adequately capitalized undercapitalized significantly u ndercapitalized and critically undercapitaized although these terms are not used to represent overall financial condition If adequately capitalized regu latory approval is required to accept brokered deposits If undercapitalized capital distributions are limited as is asset growth and expansion and capital restoration p lans are required At year-end 201 4 and 2013 the most recent reg ulatory notifications categorized the Bank as well capitalized under the regulatory framework for prompt corrective action There are no conditions or events since that notification that management believes have changed the institutions category
44
STAN DARD BANCSHARES I NC AND SUBSI DIARI ES
NOTES TO CONSOLIDATED FI NANCIAL STATEMENTS (in thousands except share data)
Note 20 - Regulatory Matters (Continued)
The Banks actual and required capital amounts and ratios are as follows
To Be Well Capitalized U nder
For Capital Prompt Corrective Actual Adeguac[ Puqoses Action Provisions
Amount Ratio Amount Ratio Amount Ratio As of December 31 2014 Total Capital
(to risk-based assets) Company $271 785 143 $ 152226 80 NA NA Bank 269993 1 42 1 52229 80 $1 90286 1 00
Tier I Capital (to risk-based assets) Company 247887 1 30 76 1 1 3 40 NA NA Bank 246093 129 761 14 40 1 14 171 60
Tier I Capital (to average assets) Company 247887 1 08 92 1 26 240 NA NA Bank 246 093 1 07 92 1 09 240 1 1 5 1 36 2 5 0
As of December 31 2013 Total Capital
(to risk-based assets) Company $246213 1 38 $142344 280 NA NA Bank 244607 1 38 1 42 170 280 $ 1 77713 2100
Tier I Capital (to risk-based assets) Company 223444 126 71 1 72 240 NA NIA Bank 221 838 1 25 71 085 240 1 06628 2 60
Tier I Capital (to average assets) Company 223444 1 03 86430 240 NIA NA Bank 221 838 1 03 86450 240 1 08 063 2 50
45
STANDARD BANCSHARES INC AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (in thousands except share data)
Note 21 - Capital Management
The overall objectives of the Companys capital management are to have the availability of sufficient capital to support loan deposit and other asset and liability g rowth and to maintain capital to absorb unforeseen losses or write-downs that are inherent in the business risk associated within the banking industry The Company seeks to balance the need for higher capital levels to address growth and unforeseen risks and the goal to achieve an adequate return on capital invested
In July 201 3 the federal banking agencies issued a final rule revising the regulatory capital rules applicable to most national banks and federal savings associations as well as their holding companies generally beginning on January 1 201 5 The rule implements the Basel Committees December 201 O framework known as Basel I l l for strengthening the international capital standards as wel l as certain p rovisions of the Dodd-Frank Act The final ru le implements a revised definition of regu latory capita l a new common equity Tier 1 minimum capital requirement of 450 and a higher minimum Tier 1 capital requirement of 600 (which is an increase from 400) Under the final rule the total capital ratio remains at 800 and the minimum leverage ratio is 400
Additionally under the final rule in order to avoid l imitations on capital distributions including dividend payments and certain discretionary bonus payments to executive officers a banking organization must hold a 25 capital conservation buffer composed of common equity Tier 1 capital above its minimum risk-based capital requirements The b uffer is measured relative to risk-weighted assets The final rule also enhances risk sensitivity and addresses weaknesses identified by the regulators over recent years with the measure of risk-weighted assets
The new minimum capital requirements will b e effective for the Company on January 1 201 5 whereas the capital conservation buffer and the deductions from common equity Tier 1 capital phase in over time beginning on January 1 201 6
Capital Raise
On February 22 201 3 Standard Bancshares Inc completed its recapitalization by issuing 29864795 shares of common stock at $465 per share for gross proceeds of $ 1 389 million 1 3 548387 of the common shares were issued to the US Treasury (the Treasury) in exchange for the $63 million of Fixed Rate Cumulative Preferred Shares Series A and B The Treasury subsequently sold those shares to I nstitutional Investors at $465 per share An additional 16 316408 of common shares were issued to Institutional Investors and private investors Of the aggregate 29864795 common shares issued 1 9430750 are voting shares and 1 0434045 are mm-voting shares
In conjunction with the recapitalization the Articles of Incorporation of the Company were amended to authorize 20000000 shares of preferred stock at $001 par value No preferred stock has been issued as of December 31 2014
Sto ck Settled Rights (SSRs)
On February 22 201 3 in connection with the recapitalization of the Company the Board of Directors distributed as a dividend in kind 7293407 Stock Settled Rights (SSRs) to the holders of the Common Stock as of the Record Date (November 5 2012) The number of SSRs issued is equal to the product of (i) 03888 and (ii) 18757921 the number Common Shares outstanding as of the Record Date The estimated fair value of the SSRs completed by an independent third party as of September 30 2014 and February 22 201 3 was determined to be approximately $026 per SSR or $1 880 and approximately $021 per SSR or $1 532 respectively Expense recorded related to the SSRs was $1 880 in 2014 No expense was recorded in 201 3
46
STANDARD BANCSHARES INC AND SUBSI DIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (in thousands except share data)
Note 21 - Capital Management (Continued)
Stock Settled Rights (SSRs) (Continued)
The SSRs are structured as common stock dividends to be paid to certain common shareholders of the Company under specific conditions The amount of common stock to be distributed is determined by a formula that considers among other things the value of the outstanding common stock at the Settlement Date Settlement Date is defined as the earlier of (i) the date a liquidity event (an I POrecapitalization or a sale of control) occurs during the term of the SSRs and (ii) the SSR Expiration Date (February 22 201 8) The SSRs will be exercised based on the value of the common shares at that time subject to the Settlement Rate formula
The Accretion Rate is a component of the Settlement Rate It is either an middotannual rate of 80 or 120 with the value determined by the cum ulative economic losses that occur in the loan portfolio from June 30 201 1 to the time the SSRs are settled
On the Settlement Date the Company shall determine the number of shares of Common Stock issuable upon the settlement of an SSR The Settlement Rate shall be calculated based on a formula that considers among other factors the value per share of the common stock on a fully diluted basis reduced by the accretion rate with that number divided by the value per share of common stock on a fully diluted basis
If the Settlement Rate is greater than zero the Company shall issue and deliver to each of the SSR Holders a number of shares of Common Stock equal to the product of (i) the Settlement Rate multiplied by (ii) the number of SSRs held by such H older as reflected in the SSR register as of the close of business on the last Business Day prior to such Settlement Date
In connection with the occurrence of a Liquidity Event on or prior to the Expiration Date the Board of Directors may at its option and in its sole discretion order the redemption and the Company may redeem the SSRs in whole or in part at the redemption price per SSR based on a formula that considers the price per share of Common Stock at which the Company is valued on a fully diluted basis in connection with such Liquidity Event as determined in good faith by the Independent Committee plus a l l cash dividends paid oil the common stock from the date of issuance of the SSRs less $465 accreting on a daily basis at the Accretion Rate
The Company hired an independent third party firm to value the SSRs The following variables were taken into consideration when deriving a value for the SS Rs
1 ) The probability of a liquidity event (sale of control or PO) during the term of the SS Rs 2) The Accretion Rate assigned to the Settlement Rate of the SSRs 3) The estimated value of the Companys common stock at the earlier of a) a liquidity event or b)
the SSR Expiration Date (February 22 201 8) 4) The type of liquidity event that might occur 5) Future value parameters including a) tangible common book value b) earnings and c) market
conditions
The valuation of the common shares at the Settlement Date will depend on the Companys financial condition and the market pricing of financial institution stock both on a stand-alone basis and on a sale of control basis at that time
47
STANDARD BANCSHARES I NC AND SUBSIDIARI ES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (in thousands except share data)
Note 22 - Condensed Financial Statements
The Company was incorporated in I l linois on February 23 1 982 The Company accounts for its investment in subsidiaries under the equity method Under this method the investment is recorded at cost adjusted for the subsidiaries undistributed net income (loss) Presented below are the condensed financial statements of Standard Bancshares I nc (Parent Company Only)
Assets Cash Investment in subsidiaries Other assets
Total assets
CONDENSED BALANCE SH EETS DECEMBER 31 2014 AND 2013
Liabilities and shareholders equity Other liabilities Total stockholders equity
Total liabilities amp stockholders equity
2014 $ 4 163
264242 328
$268733
$ 2685 266048
$268733
CON DENSED STATEMENTS O F I N COME YEARS ENDED D ECEMBER 31 201 4 201 3 AND 201 2
2014 I ncome
Other income $
Expenses 2909 Loss before income taxes and equity in undistributed
earnings of subsidiaries (2909) Income tax benefit 88
Loss before equity in undistributed earnings of subsidiaries (2821)
Equity in undistributed earnings (loss) of subsidiaries 1 7 1 1 5
Net income (loss) 1 4294 Preferred dividends and discount accretion on preferred shares
Net income (loss) applicable to common shareholders $1 4294
48
201 3 $ 2 1 95
248 090 1 944
$252229
$ 322 251 907
$252229
201 3 201 2
$ $ 1
1 747 8539
(1 747) (8538) 291 1 0 1 7
(1 456) (7521) 9 629 (23241) 8 173 (30762) 1 1 24 4090
$ 7049 $(34852)
STAN DARD BANCSHARES INC AND SUBSIDIARIES
NOTES TO CONSOLIDATED FI NANCIAL STATEMENTS (in thousands except share data)
Note 22 - Condensed Financial Statements (Continued)
CONDENSE D STATEMENTS OF CASH FLOWS YEARS ENDED DECEMBER 31 2014 201 3 AND 201 2
Cash flows from operating activities Net income (loss)
Adjustments Equity in undistributed net (income) loss of subsidiaries Amortization Stock based compensation expense ( Increase) decrease in other assets Increase (decrease) in other liabilities
Net cash provided by (used in) operating activities Cash flows from financing activities
Issuance of common stock net of issuance costs Capital contribution to Standard Bank Repayment of note payable Cash Dividends
N et cash provided by financing activities
Net increase (decrease) in cash
Cash - beginning of year
Cash - end of year middot
Supplemental schedule of non-cash financing activities Change in par value on common stock Exchange of preferred stock to common stock
49
2014
$ 1 4294
( 17 1 1 5) 28
782 1 616 2363 1 968
1 968
2 1 95
$ 4 163
$ $
201 3
$ 8 1 73
(9629) 29
441 1 872
(4273) (3387)
68598 (41 500) ( 16 1 00)
(6026) 4972
1 585
6 1 0
$ 2 1 95
$ 4277 $63000
201 2
$(30762)
23241 6 1 67
( 1908) 2 043
( 1 2 1 9)
( 1 2 1 9)
1 829
$ 6 1 0
$ $
FORM FR Y-6
STANDARD BANCSHARES INC
Hickory Hills Illinois Year Ending Dccember31 2014
REPORT ITEM
1 The BHC Is not registered with the SEC Coples of the Annual Report Nil be sent undersepirate cover when completed
2a Organization Chart fo Standard BallCShares Inc
I THE BOULEVARD INC
SL John Indiana 100
JnCQrporated in Indiana
2b Branch Verification
STANDARD BANCSHARES INC Hickory Hills Illinois Jncorporateltl In Illinois
STANDARD BANKAND TRUST COMPANY Hickory Hills llllnois
Incorporated In lllnols 100
I STANDARD REDEVELOPMENT INC
Hickory Hills Illinois 100
Incorporated in Illinois
(Not subject to Y-10 reporting ) Code 91 CE - Liquidation Of debts previously contracted
The branch and lax-kl flStings were emailed to branch revieW on 223115
3 (1) As ofyear-end
Name and Address
Trident SBI Holdings lP Greeffilidl CT
Robert E Gallagher Sr Trust John D Gallagher Trustee Palos Heights IL
The Gallagher Standard Bancshares TR Timolhy J GaJagheuror Trustee Hickory Hitls IL
Pantheon Standard LP San Francisco CA
CohesVe Capital Parners LP New York NY W Capital Partners II LP NewYork NY
Couritrlt of Citizenship or lncorooratlon Number and Percentage Of Voting Serurtties
USA 5662194- 1483
USA 5516086 - 1444
USA 4382666 - 1 t47
USA 3762128-985
USA 2 150537 - S63
USA 2 150537 - 563
Note llle shares in the Robert E Gallagher Sr Tr are voted on by John D Gallagher Director of Standard Bank Tue shares Jn the Gallager Standard Bancshares Tr are voted on by Timolhy J Gallagher Director of Standard Bank
3 (2) OtherSharehofors oat listed in Section 3 (1) above that held more than 5 during the year
None
Resuhs A Ilse of branches forvour holdln1 company STANDARD 8ANCSHARES INC (1245590) or HICKORY HILLS IL
The d1ta are n of 12312014 Data re II Kb information tlat wu received aod processed throuah 01072015
Rconcill1Uon and Vc1Uon St I DI 1 In the DIH Action column of each br111Ch row enter one or mort of the actioru specified below
2 If required enter the date In the Ettcttve Olte column
-OK tf the bnch Information s correct enter OK in the Oita AdJon column
Chi nee If the bndl Information Is Incorrect Of Incomplete revt the data enter Chance In the Dita Action column ind the d11te when this infOfmation first became v1lid In the Effective Ote column
am If a bnch listed was sold or clowd enterOose In tht Dita Action column and the s1e or dosured11te In the EtfectW Olte colurm
Olete If a bru1eh listed wu never owntd by this depository Institution enter Delete In the Oeta Acckgtn column
Add If a rt portable brtinch Is mlsslna lnStrt a row add the branch data ald entu Add In the Olt1 Action column and the opening or acquisition date In the Effecttve Date column
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Thbull FR Y-10 report may be submitted 1n a hardcopy format or 11ia the FR Ymiddot10 OnH11e application middot httpsylOonllnefederalrerve1ov
bull FDtC UNINUM Office Number and ID_RSSO co1unvu ara for reference only Verification of these values is not required
- - 8nch Suvlce Type Branch 10 RSSO ia- terNeme Street Address City
ok FuUServltefHud Officel 19730 STAN OARD BANK ANO TRUST COMPANY 7800 WEST 9STH STREET HICKORY HILLS
ok Full Service 3202168 BOLINGBROOK BRANCH 282 NORTH WEBER ROAD BOLINGBROOK
ok Limited Strvce 4126065 CALUMET CITY 1968 SIBLEY BOULEVARD CALUMET CITY
FullSetvke 3309928 CLARK STREET 8RANOi 3747 NORnt CLARK STREET atlCAGO
ok FullServiett 474339 EWING BRANOf 10635 SOUTH EWING AVENUE CHICAGO
ok Full Servtce 2079925 HEGWISCH BRANCH 13336 SOUTH BALTIMORE AVENUE CHICAGO
ok limited Se-rvke 20817)5 SOUnt DERRING FACILITY 10535 SOVTH TORRENCE AVENUE CHICAGO
Full Service 4099271 THOREK BRANOi 836 WEST IRVING PARK ROAD OUCAGO
ok Full Service 2121280 COAL CITY BRANot 20 SOUTH KANKAKEE COAlCITY
full Service 2809038 EVERGREEN PARK BRANCH 2400 WEST 95TH STREET EVUtGREEN PARK
ok Full Service 3188909 FRANKFORT BRANCH 19997 LA GRANGE ROAD FRANKFORT
Full5etvice 810436 CiARONERBRANCJ1 118 DEPOT STREET GARDNER
ok FultSrvlct 3188897 JOLIET ampRANCJ1 2398 ESSINGTON ROAO JOLIET
Full Service 3439553 LOClCPORT BRANCH 16545 WEST 159TH STREET LOCKPORT
ok Full Service 290931 LYONSlST AVENUE BRANCH 8601 OGDEN AVENUE LYONS
ok Full Service 3671504 MINOOKA BRANCH 515 WESTUS ROUTE 6 MINOOKA
ok LlmltcServfce 2111338 MOAAIS LISBON BRANCH 1433 USBON STREET MORRIS
ok Full Servkt 2809010 MORRIS ROUTE 6 BRANCH 1111 WEST US ROUTpound 6 MORRIS
Ful1 Servlct 2809047 NAPERVILLE BRANCH 1607 NORTH AURORA ROAD NAPERVILLE
ok full 5ervfce 2809056 NEW LENOX BRANCH 456 NELSON ROAD NEW LENOX
Full sMce 2103129 OAK FOREST BRANOf 15901 SOUTH CENTRAL AVENUE OAX FOREST
ok Full SeMct 3490255 OAK LAWN lllTH BRANOf 4700 WEST 111TH STREET OAK LAWN
ok Full Sfrvlce 2096717 OAK LAWN 95TH BRANCH 4001 WEST 95TH STREET OAK LAWN
ok Full Service 2295538 ORLAND PARK BRANCH lSCXJO SOUTH WOLF ROAD ORLAND PARt
State VpCode
IL 60457
IL 60440
IL 60409
IL E06H
IL 00617
IL 0063
IL 00617
IL 60613
IL 60416
IL 60805
IL 6042
IL 60424
IL 60435
IL 60441
IL 60534
I L 60447
IL 60450
IL 60450
IL 60563
IL 60451
IL 60452
IL 60453
IL 60453
IL 60467
County CawN FDICUNINUM Offb Numberbull Haad otfice Head Office 10 RSSD Comments
COOK UNITEO STATES 10748 0 STANOARO BANK ANO TRUST COMPANY 19730
Will UN ITED STATES 419532 34 STANDARD BANK ANO TRUST COMPANY 19730
COOK UNITED STATES 510611 44 STANDARD BANK AND TRUST COMPANY 19730
COOK UNITpound0 STATES 429662 35 STANDARD BANK ANO TRUST COMPANY 19730
COOK UNITED STATES 12089 18 STANDARD BANK AND TRUST COMPANY 73ltgt
COOK UNITED STATES 244100 20 STANDARD BANK ANO TRUST COMPANY 19730
COOK UNITED STATES 244099 19 STANDARD BANK ANO TRUST COMPANY 19730
COOK UNITED STATpoundS 510612 4S STANDARD BANKANDTRUSTCOMPANV 1973ltgt
GRUNDY UNITED STATES 263852 17 STANDARD SANK AND TRUST COMPANY 730
COOK UNITED STATES 13875 4 STAN OARD BANK AND TRUST COMPANY 19730
Will UNITED STATES 357237 15 STAN OARD BANK AND TRUST COMPANY 19730
GRUNDY UNITED STATES 7234 1 STAN DARO BANK ANO TRUST COMPANY 19730
Will UNITED STATES 238ASA 13 STANDARD BANK ANO TRUST COMPANY 19730
Will UNlTEO STATES 450324 38 STAN OARD BANK AND TRUST COMPANY 19730
COOK UNITED STATES 10912 22 STANDARD BANK ANO TRUST COMPANY 19730
GRUNDY UNITED STATES 465426 42 STANDARD BANK AND TRUST COMPANY 1973ltgt
GRUNDY UNITED STATES 266774 16 STANDARD BANK ANO TRUST COMPANY 1730
GRUNDY UNITED STATES 2243S6 10 STANDARD BANK AND TRUST COMPANY 19730
OU PAGE UNITED STATES 238451 6 STANDARD BANK ANO TRUST COMPANY 19730
Will UNITED STATpoundS 238452 11 STAN OARD BANK ANO TRUST COMPANY 19730
COOK UNTED STATES 244101 21 STANDARD BANK AND TRUST COMPANY 19730
COOK UNITED STATES 441863 36 STANDARD BANK AND TRUST COMPANY 19730
COOK UNITED STATES 238447 1 STANDARD BANK AND TRUST COMPANY 19730
COOK UNITED STATES 238450 5 STANDARD BANt AND TRUST COMPANY 19730
ok Fullrvke 2100379 PALOS 11HH BfANOl 11901 SOUTHWEST HIGHWAY PALOSPARIC ll 00464 COOK UNITED STATES 238448 2 STAN DARO BANK AND TRUST COMPANY 19730
ok rulSltVice 2427544 PALOS lllST BRANCH 9700WEST lllST STREET PALOS PARK ll 00464 COOK UNlTEOSTATES 238449 3 STAN DARO BANK AND TRUST COMPANY 19730
ot llmtedSrvke 3490273 NORTH RIVERSIDE BRANCH BJSOWEST CERMAK ROAD RlvtRSlDE ll COOK UNITED STATES 441864 37 STANDARD BANK AND TRUST COMPANY 19730
ot FuLServke 3202171 SHOREWOOD BRANOl 970 BROOK FOREST AVENUE SHOREWOOD It - t UNITED STATES 419531 33 STANDARD BANICANDTRUSTCOMPANY 19730
ok FulSrvlee 3188918 VILLA PARK BfWIOi 1 WESrRoostVrlTROAD VlltAPARIC It 50181 OUPAGE UNITED STATES 238455 14 STANDARDBANKANDTRUSTCOMPANY 19730
ok FulSrvke WllMINGTON BRANCH lOOSSOUTH WATER STREET WILMINGTON It 004 lt UNITED STATES 238453 12 STANDARD BANK AND TRUST COMPANY 19730
ok Fulfrvk 3197031 CHESTERTON BRANCH middot 755 JNDIAN BOUNDARY ROAD OIESTERTON IN PORTER UNITEDSTAlES 275664 32 STANDARD BANK AND TRUST COMPANY 19730
ok ruUrvic 2161D17 EASTCHCAGO BRANCH 4518 lNOANAPOUS BOULEVARD EAST CHICAGO IN 46312 lAKE UNITEDSTAlES 29 STANDARDSANKANDTRUSTCOMPANY 19730
ok Fulrvk 4913n HAMMOND BRANCH 1007 CALUMET AVENUE HAMMOND IN 46324 AKE UNITEDSTAlES 42227 30 STANDARD BANK AND TRUST COMPANY 19730
Fulrvlc 2161D3S HIGHtAND BRANCH 2930 RIDGE ROAD HIGHLAND IN 46322 UNITEOSTAlES 275659 27 STANDARD BANK AND lRUST COMP AN I 19730
ot Futtsrvke 2161044 LOWHl BRANCH 2090 EAST COMMERICALAVENUE LOWELL IN 463Sfgt21r AKE ONITEDSTAlES 275661 28 STANDARD BANK ANDTRUSTCOMPANI 19730
ok Full Srvlce 3439562 MERRlllVlllE BRANCH 579WESTUNCOlN HIGHWAY MERRlllVlllE IN 46410 AKE ONlEO STATES 450325 39 STANDARD BANK AND TRUST COMPANI 19730
ok Full Srvice 453712 SAINT JOHN BRANCH 9321 WICKER AVENUE SAINT JOHN IN 46373middot00 AKE ONtlEDSTATES 42414 26 STANDARD BANK AND rnusr COMPANY 19730
middot
Report ttem 4 Directors and Office (1) Name amp Address
J-Ohn R Barber New York NY
Christopher Doody Ne-vYork NY
1pound1 Pnncipal Occupation [rtmiddotrmiddotwittl BHC
Mariaging Partner eohesiVe ea pita I
Princlpal Storm Point Capital
(3) (bull) TrtiePosition with BHC Diredor
Director
FORM FR Y-9
STANDARD BANCSHARES INC Fiscal YearEnding Decttmber3112014
(3) lb) ltlePosition wffi1 Subsidiaries
NIA
NIA
(3) (c TrtlePosltlon wttn otherbuslne$es
Managtng Partner Cohesive Capital
Principal Stone Point Ciipitit
bull Stone Point ls the manager of the TriOOnt funds which are investment entities that own 25 or morn of the outstanding voting seairities orinlerests in various companles Mr Doody ls an ernployee and officer of Stone Point and is oo deemed to contror S1oria Point or the Trldent Funds He is not a principal securities holder of Stone Point or the Trident Funds The invstmenl committees of the Trident Funds are responsible for voting the shares or such companies and Mr Doody is not a member of the investment committees of the Trident Fonds A sctiedule of such companies in which U1e Trident funds hnve invested is available upon request
John o Gallagher Ortand Park IL
Managing Genera[ Partner OfdlarU Hill Bldg Co
Director Dior-standarU Bank
Managin9 GenerBi Partner Orchard HlllmiddotB1dg Co President Ordiard Hm Building Co Inc
Managing Member Qnhard Hill Construction LLC
Managing Membelt Austin Construction Co bull LLC
Presdenl Bougton Development Co
President ennStructildeg Co lnc
Prestdenl middot Farmingdare Development eomiddot
middotana9in middotRa -middot middot fariTijngdre _Mittwo middot
Pldciit_ _ Fam1r9dale Utilify Co_
Managing Partner Frtz91erald Lad lnvestment Ptshp
(4) a) 1w of Voting Shares in BHC
563
middot1483
14450
(4)(o) (4) (b) Names of othfr companitts 4 of Voting (if 25 ormorl voting Shares in Subs securities a held
NIA
NIA
NIA
NIA
NIA
NIA
NIA
NIA
NIA
NIA
Dryden Cons1rudioo Co Inc 100
NIA
NIA
NIA
Frtzgerald Land Investment Plshp 25
(1) Name amp Mdlt=
John D Gallagher CJriand Pru IL
(2) Principal rbull _ BHC1
(3) (b) TdfePosition wiU1 SubsXfiarics
(J)(c TrtiePttSition wTUi other buslncssts
Trustee-Vote 100 Galla171ormiddot Henr)Tnisl
- Gallagher amp Henry Inc
Prumlaquo GaDaQhef Parloecs LP GB4 Jnc
Managing Partner Gl6mwod DevelopmElnt Co
Managmjl farlnelt Heruy Co Managmo Hermann Umd Investment Ptshp
Managing- Kolarlrugtd I lgthp Preltldeot Kokast -kimes Inc
PreSdenl Coo$trixtioo middotmiddot nc
- -MiAdams 400 Investment Ptshp
Msoagir(Q Partner Meifefl1 id lnpoundiiini _Pthp Managing Partner sr middotGod 1nVeslmoo Pbhp Managiog Partnef
-LampftPtshp TruSt6e
ThOGalfaghmiddotorSliujiini middot Trust
(4) (bull) of Voting Shares in BHC
(4) (b) of Voting Shares In SUbs
Names of other companies frf 25 degmom voting securiDes arn heJd NIA
NIA
NIA
NIA
NIA
NIA
NIA
Hennarm Lnnd Investment Ptshp 25
K6irland lovStrnerrlPiStip 25 NIA
NIA
NIA
Laod lNeStrnloi PlShp 25
df1li3 lfjJrlvtrpnt PWiP 25
Land l hp 25
e(Lao1fl PtShp 25_-xmiddotmiddot middot
standard tWesTrust 25 middot
(1) Name amp Address
Tnnothy J GsJlaghet Burr Ridge IL
(2) Principal Occupation [d other than with BHC)
(J) (a) TrltePosifion wtth BHC
(3)(b) TdiePosffion wittl Subskfcuies
OlaHrnan of the Board
(J) (c) TitlePosition with other businees
PreOOeot Brittany Glen Homeownoc l=gtc Suffield Woods Homeowner Assoc FanntngdaJe Viage Com Assoc fumlogdale Vdlage Com Assoc 2 Misty Meadoyenr Homeowner Assoc 1ltings1on Hills liomeOMler Assoc Gallagheramp Henrys Condos Goodiogs Grove Assoc Ganaghcr amp Heruys Goocfings Grove Umbretia Assoc Farmingdale Vil Cooos of Woodridge Homeowner Assoc Radc5ffe rtMe TOvlfflhomes Assoc
BNC OWnefs Assodatioo
Boughton Woodward Commenial Center LLC su-lgle MembeltUC- GB4 i5 member
Union Poirrte Investors Uc Sing1e MemberlLC- Union PcWe Oevclopmeot Co b member
Uoion POOte Buadlog Venture 1lLC Union 00rt lnvestorn LlC ts member Union Pofrrte Buikfing Venlilre 112 LLC Unton Point nveslor lLC is member
Union Pointe Boikfing Venture 3 LLC Union Poinl lnveslors UC is member
standgtnJ Bank -ALm1 Construction Co LlC
Pminlaquo Frtzyerald Lnnd Investment Pbttp
(lt)(bull) ofVotlng Shares in BHC
11520
(4) (b) ofVotiog Shares in Subs
NIA
Names of other companies (If 25 or l1XgtflJ voting securities aro held
NIA NIA NIA NIA NIA NIA NIA WA NIA NIA NIA
WA
NIA
WA
WA
NIA
NIA
WA
NIA
NIA
NIA
WA
WA
(1) =
Timothy J GJJbghctshyBorr Ridge IL
(2) Principal (if oUJef than wtth BHC)
3 (a) TitlePosition wilh BHC (3) 1c) Trtielosilion with other businesses ampcretuy amp Henry Inc
_ GieoMXgtd Developmeot Co
Partner Hermann Land Investment Pt5hp KOOr land Investment Ptstip
Secret3y Kolcast Homes loo
__ Koamp Construction Co Inc
Secrebgty Ordnrd Hin Buikfing Co Inc
Pa1nelt srrvb land 1ovestrnent Pshp -Smotelt Land Investment Ptshp Trustee- Vote 100 The Gollagher stmdafd
Trust
-- uruoo Pointe Development Co
lt4)(a) ofVotiog Shares in BHC
(4) (b) of Voting Shares In Sobs
tfamos of othcreomnk (lf25 ormoro vo6ng sccuritios arc held
NIA
NIA
NIA
Hennano Land Investment Ptshp 25
Kolar land Investment Pshp 25
NIA
NIA
NIA
Maas Land Investment Ptshp 25
McAdams Iand lnv=tmeni Plshp 25
Medema land lnvestme111 Ptshp 25
NIA
NIA
NIA
Slivka land Investment Plshp 25
SmoterUmd I Ptshp 25
Unkio Pointe Devdopmcot Co 25
(11 (21 Pl (a) 3 (b) 3) c) 4 (a) (4)b) Names of othelt com pan Name amp Adqross princi Occupation TJdcPositiorl TJHePositiorl TrticPosIDon of Voting of Voting [If 25 or mon voting
(if other than with Bl tc) wtth SHC with Subsidiaries with other businesses Shares In BHC Shares in Subs securities are heJd
Timothy J GaUagilet Slaquoretmy GB4 Inc SurRXgeIL GB4 lnc 251
Uoioo Polnte Bonding Venture 3 UC NIA Uoiont PoCnt lnves1ocs LLC is member
Lawraooe P Kelley NIA DirododVJCO Chaifman Oamp-edooVlce Chairman NIA 023lt))1 NIA NIA Pltullt IL PreraquoleoUCEO -0-0
standam Bank
Atampief Ko-arldt NIA DirodOlt Dirodoc NIA 0140 NIA NIA 1-fmsdak ll -
Howrd K Priess JI - deg Dirodoc Solo Pradiltgtoelt 0140 NIA NIA NapeMe IL Standard Bank
Owner White Oak Construction LlC Wh4te Oak Construction LLC 100
Robert A RoslKWt NIA Lead ndepcodeot Director oltedoc NIA D140( NIA NIA QOCago u standanl Bank
Charles E Shomo rv NIA deg Ciredor NIA 013lfI( NIA NIA Bur Ridgo IL standam Bank
Patrick J Hunt NIA _ Executive VPCFO NIA 008 NIA NIA Palos Heights IL EVPCfO standanl Bank
deg Scoltzu NIA Asst VPJAssl Asst VPAsst Secy NIA 00CXgt1 NIA NIA
Everyreen Park IL Sea-- SiandagtO Bank
STANDARD BANCSHARES INC AND SUBSIDIARIES
NOTES TO CONSOLIDATED FI NANCIAL STATEMENTS (in thousands except share data)
Note 1 - Summary of Significant Accounting Policies
The accompanying financial statements are prepared in accordance with generally accepted accounting principles and conform to general practices within the banking industry A summary of the significant accounting policies follows
Nature of Operations
Standard Bancshares Inc (the Company) is a bank holding company whose principal activity is the ownership and management of its wholly-owned subsidiary Standard Bank and Trust Company (the Bank) The Bank generates commercial mortgage and consumer loans and receives deposits from customers located primarily in the Chicago Metropolitan Northwest Indiana and surrounding areas The Bank operates under a state bank charter and provides full banking services As a state bank the Bank is subject to regulation by the Illinois Department of Financial and Professional Regulation and the Federal Deposit Insurance Corporation The Bank has two whol ly-owned subsidiaries One of those subsidiaries is an insurance agency and the other holds other real estate owned and land acquired for potential future development
Principles of Consolidation
The consolidated financial statements include the accounts of Standard Bancshares I nc the Bank and its wholly-owned subsidiaries after elimination of al l material intercompany transactions and balances
Use of Estimates
To prepare financial statements in conformity with accounting principles generally accepted in the U nited States of America management makes estimates and assumptions based on available information These estimates and assumptions affect the amounts reported in the financial statements and the disclosures provided and actual results could differ The allowance for loan losses valuation of other real estate owned evaluation of other intangible assets for impairment deferred tax assets and fair values of financial instruments are particularly subject to change
Investment Securities
Debt securities are classified as held-to-maturity when the Company has the positive intent and ability to hold the securities to maturity Securities held-to-maturity are carried at amortized cost The amortization of premiums and accretion of discounts are recognized in interest income using methods approximating the interest method over the period to maturity
Debt securities not classified as held-to-maturity are classified as available-for-sale Securities availableshyfor-sale are carried at fair value with unrealized gains and losses reported in other comprehensive income Realized gains (losses) on securities available-for-sale are included in other income (expense) and when applicable are reported as a reclassification adjustment net of tax in other comprehensive income Gains and losses on sales of securities are determined on the specific-identification method
Management evaluates securities for other-than-temporary impairment (OTT) on at least a quarterly basis and more frequently when economic or market conditions warrant such an evaluation For securities in an unrealized loss position management considers the extent and duration of the unrealized loss and the financial condition and near-term prospects of the issuer Management also assesses whether it intends to sell or it is more likely than not that it will be required to sell a security in an unrealized loss position before recovery of its amortized cost basis I f either of the criteria regarding intent or requirement to sell is met the entire difference between amortized cost and fair value is recognized as impairment through earnings For debt securities that do not meet the aforementioned criteria the
8
STAN DARD BANCSHARES I NC AND SU BSI DIARIES
NOTES TO CONSOLI DATED FINANCIAL STATEMENTS (in thousands except share data)
Note 1 - Summary of Significant Accounting Policies (Continued)
Investment Securities (Continued)
amount of impairment is split into two components as follows 1) OTII related to credit loss which must be recognized in the income statement and 2) OTII related to other factors which is recognized in other comprehensive income The credit loss is defined as the difference between the present value of the cash flows expected to be collected and the amortized cost basis For equity securities the entire amount of impairment is recognized through earnings
Loans Held for Sale
Mortgage loans originated and intended for sale in the secondary market are carried at the lower of the aggregate cost or fair value as determined by outstanding commitments from investors
Mortgage loans held for sale are generally sold with servicing rights retained Gains and losses on sales of mortgage loans are based on the difference between the selling price and the carrying value of the related loan
Loans
Loans that management has the intent and ability to hold for the foreseeable future or until maturity or payoff are reported at the principal balance outstanding less origination fees - net of costs and an allowance for loan losses Interest income is accrued on the unpaid principal balance Loan origination fees net of certain direct origination costs are deferred and recognized in interest income over the respective term of the loan using the level-yield method without anticipating prepayments
Interest income on mortgage and commercial loans is generally discontinued at the time the loan is 90 days delinquent unless the loan is well-secured and in the process of collection Consumer loans are typically reviewed for charge-off no later than 120 days past due Past due status is based on the contractual terms of the loans Nonaccrual loans and loans past due 90 days still on accrual include both smaller balance homogeneous loans that are collectively evaluated for impairment and individually classified impaired loans In a l l cases loans are placed on nonaccrual or charged off at an earlier date if collection of principal or interest is considered doubtful
All interest accrued but not collected for loans that are placed on nonaccrual or charged off is reversed against interest income The interest on these loans is accounted for on the cash-basis or cost-recovery method until qualifying for return to accrual Loans are returned to accrual status when a l l the principal and interest amounts contractually due are brought current and future payments are reasonably assured
The Bank grants commercial and residential mortgage commercial and consumer loans to customers A substantial portion of the loan portfolio is represented by loans to commercial businesses generally secured by business assets and real estate throughout the Chicago Metropolitan Northwest Indiana and surrounding areas The ability of the Companys debtors to honor their contracts is dependent on the real estate and general economic conditions in this area
Allowance for Credit Losses
The allowance for credit losses is evaluated on a regular basis by management and is based upon managements periodic review of the collectability of the loans in the light of historical experience the nature and volume of the loan portfolio adverse situations that may affect the borrowers ability to repay estimated value of any underlying collateral and prevailing 0conomic conditions The al lowance for loan losses is a valuation a llowance for probable incurred credit losses increased by the provision for loan
9
STANDARD BANCSHARES INC AND SUBSI DIARIES
NOTES TO CONSOLI DATED FINANCIAL STATEMENTS (in thousands except share data)
Note 1 - Summary of Significant Accounting Policies (Continued)
Allowance for Credit Losses (Continued)
losses and recoveries and decreased by charge-off of loans Management believed the estimated allowance for loan losses to be adequate based on known and inherent risks in the portfolio past loan loss experience information about specific borrower situations estimated collateral values economic conditions and other factors Allocations of the allowance may be made for specific loans but the entire allowance is available for any loan that in managements judgment should be charged-off Loan losses are charged against the al lowance when management believes the uncollectability of the loan balance is confirmed
The allowance consists of specific and general components The specific component relates to loans that are individually classified as impaired The general component covers non-impaired loans and is based on a historical migration analysis adjusted for current qualitative environmental factors The Company maintains a loss migration analysis that tracks loan losses and recoveries based on loan type as well as the loan risk grade assignment for commercial loans During 2013 the Company chose to change its methodology for determining the general component of the reserves Previously the portfolio was segmented into four categories and used a straight line three year loss history The Company now uses a migration analysis system that segments the portfolio into six categories incorporates losses by risk grade and the impact of changes in risk grade The system looks at a charge-off and the risk g rade of that loan during the prior eight quarters and then allocates a portion of the loss to the various risk grades The system incorporates charge-offs during the last four eight quarter segments These historical loss percentages are adjusted (both upwards and downwards) for certain qualitative environmental factors including economic trends credit quality trends concentration risks quality of loan review changes in staff and external factors and other considerations This evaluation is inherently subjective as it requires estimates that are susceptible to significant revision as more information becomes available
A loan is impaired when based on current information and events it is believed to be probable that the Company will be unable to collect all amounts due according to the contractual terms of the Joan agreement Loans for which the terms have been modified with no benefit to the Company received and for which the borrower is experiencing financial difficulties are considered troubled debt restructurings (TDRs) and classified as impaired Factors considered by management in determining impairment include payment status collateral value and the probability of collecting scheduled principal and interest payments when due Loans that experience insignificant payment delays and payment shortfalls generally are not classified as impaired Management determines the significance of payment delays and payment shortfalls on a case-by-case basis taking into consideration all of the circumstances surrounding the loan and the borrower including the length of the delay the reasons for the delay the borrowers prior payment record and the amount of the shortfall in relation to the principal and interest owned The Company evaluates impaired loans individually to determine whether or not interest continues to be accrued
All loans with relationship balances exceeding $250000 and an internal risk grading of 6 or worse are evaluated for impairment Generally al l loans over $250000 and on non-accrual will be considered impaired f a loan is impaired a portion of the allowance is al located so that the Joan is reported net at the present value of estimated future cash flows using the loans existing interest rate or at the fair value of collateral less estimated costs to sell if repayment is expected solely from the collateral Large groups of smaller balance homogeneous loans such as consumer and residential real estate loans are collectively evaluated for impairment and accordingly they are not separately identified for impairment disclosures
10
STANDARD BANCSHARES INC AND SU BSIDIARIES
NOTES TO CONSOLIDATED FI NANCIAL STATEMENTS (in thousands except share data)
Note 1 - Summary of Significant Accounting Policies (Continued)
Allowance for Credit Losses (Continued)
While management uses available information to recognize losses on loans further reductions in the carrying amounts of loans may be necessary based on changes in local economic conditions In addition regulatory agencies as an integral part of their examination process periodically review the estimated losses on loans Such agencies may require the Company to recognize additional losses based on their judgments about information available to them at the time of their examination Because of these factors it is reasonably possible that the estimated losses on loans may change materially in the near term However the amount of the change that is reasonably possible cannot be estimated
Transfers of Financial Assets
Transfers of financial assets are accounted for as sales when control over the assets has been relinquished Control over transferred assets is deemed to be surrendered when the assets have been isolated from the Company the transferee obtains the right (free of conditions that constrain it from taking advantage of that right) to pledge or exchange the transferred assets and the Company does not maintain effective control over the transferred assets through an agreement to repurchase them before their maturity
Bank Premises and Equipment
Land is carried at cost Other premises and equipment are carried at cost net of accumulated depreciation Depreciation is computed using the straight-line method based principally on the estimated useful lives of the assets Maintenance and repairs are expensed as incurred while major additions and improvements are capitalized Gains and losses on dispositions are included in current operations
Premises held for sale are carried at the lower of cost or fair value less costs to sell Fair values are based on third-party appraisals of the properties
Mortgage Servicing Rights
When mortgage loans are sold with servicing retained servicing rights are initially recorded at fair value with the income statement effect recorded as income on the sale of loans Fair value is based on market prices for comparable mortgage servicing contracts when available or alternatively is based on a valuation model that calculates the present value of estimated future net servicing income All classes of servicing assets are subsequently measured using the amortization method which requires servicing rights to be amortized into non-interest income in proportion to and over the period of the estimated future net servicing income of the underlying loans
Servicing rights are evaluated for impairment based upon the fair value estimate of the rights as compared to the carrying amount I mpairment is determined by stratifying rights into groupings based on predominant risk characteristics of the underlying loans Such characteristics include loan type loan size interest rate date of origination and loan term Impairment is recognized through a valuation a llowance to the extent that fair value is less than the carrying amount If the Company later determines that a l l or a portion of the impairment no longer exists for a particular grouping a redudion of the a llowance may be recorded as an increase to income The fair value of servicing rights are subject to significant fluctuation as a result of changes in estimated and actual prepayment speeds and default rates and losses For the years ended December 31 2014 2013 and 2012 mortgage servicing rights were determined not to be impaired
1 1
STANDARD BANCSHARES INC AND SUBSIDIARIES
NOTES TO CONSOLI DATED FINANCIAL STATEMENTS (in thousands except share data)
Note 1 - Summary of Significant Accounting Policies (Continued)
Mortgage Servicing Rights (Continued)
Servicing fee income which is reported on the income statement as secondary mortgage income is recorded for fees earned for servicing loans The fees are based on a contractual percentage of the outstanding principal or a fixed amount per loan and are recorded as income when earned The amortization of mortgage servicing rights is netted against secondary mortgage income Servicing fees totaled $969 $878 and $643 for the years ended December 3 1 2014 2013 and 2012 respectively Late fees and ancillary fees related to loan servicing are not material
Other Real Estate Owned
Real estate properties acquired through or in lieu of loan foreclosures are initially recorded at the fair value less estimated selling cost at the date of foreclosure Any write-downs based on the assets fair value at the date of acquisition are charged to the allowance for credit losses After foreclosure valuations are periodically performed by management and property held for sale is carried at the lower of the new cost basis or fair value less cost to sell Impairment losses on property to be held and used are measured as the amount by which the carrying amount of a property exceeds its fair value Costs of significant property
middotimprovements are capitalized whereas costs relating to holding property are expensed The portion of interest costs relating to development of real estate is capitalized Valuations are periodically performed by management and any subsequent write-downs are recorded as a charge to operations if necessary to reduce the carrying value of a property to the lower of its cost or fair value less cost to sell
Federal Home Loan Bank (FHLB) Stock
The Bank is a member of the FHLB Chicago Members are required to own a certain amount of stock based on the level of borrowings and other factors and may invest additional amounts FHLB stock is carried at cost classified as a restricted security and periodically evaluated for impairment based on ultimate recovery of par value When declared cash and stock dividends are recorded as income
Bank Owned Life Insurance
The Company has purchased life insurance policies on certain key executives and officers Bank owned life insurance is recorded at the amount that can be realized under the insurance contract at the balance sheet date which is the cash surrender value adjusted for other charges or other amounts due that are probable at settlement
Goodwill and Other Intangible Assets
Goodwil l resulting from business combinations prior to January 1 2009 represents the excess of the purchase price over the fair value of the net assets of businesses acquired Goodwill resu lting from business combinations after January 1 2009 is generally determined as the excess of the fair value of the consideration transferred plus the fair value of any non-controlling interests in the acquiree over the fair value of the net assets acquired and liabilities assumed as of the acquisition date Goodwill and intangible assets acquired in a purchase business combination and determined to have an indefinite useful life are not amortized but tested for impairment at least annually or more frequently if events and circumstances exists that indicate that a goodwill impairment test should be performed Goodwill totaling $23 987 was fully written off in 2012 Intangible assets with definite useful lives consist of core deposits acquired and are amortized over their estimated useful life of fifteen years to their estimated residual values
12
STANDARD BANCSHARES INC AND SUBSIDIARIES
NOTES TO CONSOLI DATED FI NANCIAL STATEMENTS (in thousands except share data)
Note 1 - Summary of Significant Accounting Policies (Continued)
Derivatives
ASC Topic 815 requires that every derivative instrument be recorded in the balance sheet as either an asset or liability measured at its fair value The guidance requires that changes in the derivatives fair value be recognized currently in earnings unless specific hedge accounting criteria are met The Company provides customers with interest rate swap transactions and offsets the transactions with interest rate swap transactions with inter-bank dealer counterparties Derivative contracts entered into by the Company are limited to those that are treated as non-designated derivative instruments Changes in the fair value of these derivatives are reported in earnings as non interest income
Mot1gage Banking Activities
Commitments to fund individual mortgage loans (interest rate locks) to be sold into the secondary market are taken out on both a best efforts and mandatory basis Mandatory commitments which are not executed are subject to potential pair off fees which reflect the changes in the market value of these commitments should unfavorable rate changes occur The Bank has had a sufficient best efforts commitment pipeline to satisfy any potential fallout of individual mandatory commitments Any pair off fees incurred are not material
Stock-Based Compensation
Compensation cost is recognized for stock options and awards issued to employees based on the fair value of these awards at the date of grant A B lack-Scholes model is utilized to estimate the fair value of stock options Compensation cost is recognized over the required service period generally defined as the vesting period
Income Taxes
Income taxes are provided for the tax effects of the transactions reported in the financial statements and consist of taxes currently d ue plus deferred taxes related primarily to differences between the basis of the a llowance for credit losses other real estate owned non-accrual interest and State net operating loss carryforwards The deferred tax assets and liabilities represent the future tax return consequences of those differences which will either be taxable or deductible when the assets and liabilities are recovered or settled Deferred tax assets and liabilities are reflected at income tax rates applicable to the period in which the deferred tax assets or liabilities are expected to be realized or settled As changes in tax laws or rates are enacted deferred tax assets and liabilities are adjusted through the provision for income taxes The Company files consolidated income tax returns with its subsidiaries
The Company recognizes a tax position as a benefit only if it is more likely than not that the tax position would be sustained in a tax examination including resolution of related appeals or litigation p rocesses The amount recognized is the largest amount of tax benefit that is greater than 50 likely of being realized on examination For tax positions not meeting the more likely than not test no tax benefit is recorded The Company recognizes interest and penalties related to income tax matters in income tax expense
Comprehensive Income
Comprehensive income consists of net income and other comprehensive income Other comprehensive income includes unrealized gains and losses on securities available for sale which are also recognized as separate components of equity
13
STANDARD BANCSHARES INC AND SUBSI DIARIES
NOTES TO CONSOLI DATED FI NANCIAL STATEMENTS (in thousands except share data)
Note 1 - Summary of Significant Accounting Policies (Continued)
Trust Assets and Fees
Assets held in a fiduciary or agency capacity are not included in the consolidated balance sheets since such items are not assets of the Company_ Income from trust fees is recorded when received This income does not differ materially from trust fees computed on an accrual basis
Cash Flows
The Company considers al l cash and due from banks cash advanced under ATM funding agreements interest-bearing deposits in other banks and federal funds sold to be cash equivalents for the purposes of the statements of cash flows
Reclassification
Certain reclassifications have been made in the prior year financial statements to conform with the current year presentation with no effect on net income or shareholders equity
New Accounting Pronouncements
In January of 2014 the Financial Accounting Standards Board (FASB) issued guidance to clarify when an in substance repossession or foreclosure occurs and an entity is considered to have received physical possession of the residential real estate property such that a loan receivable should be derecognized and the real estate property recognized Additionally the guidance requires interim and annual disclosure of the amount of foreclosed residential real estate property held by the entity and the recorded investment in consumer mortgage loans collateralized by residential real estate property that are in the process of foreclosure according to local requirements of the applicable jurisdiction The guidance is effective for annual and interim periods beginning after December 15 2014 and can be applied retrospectively or prospectively Management does n ot expect the adoption of this guidance will materially impact the Companys financial condition resu lts of operations or liquidrty_
In January 2014 the FASB amended existing guidance to eliminate the effective yield election and to 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 Disclosures for a change in accounting principle are required upon transition The amendment is effective for annual and interim periods beginning after December 15 2014 Adoption of this standard is not expected to have a material effect on the Companys financial condition or results of operations
Subsequent Events
Management reviewed subsequent events for recognition and disclosure through March 13 2015 which is the date the financial statements were available to be issued_
14
STANDARD BANCSHARES INC AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (in thousands except share data)
Note 2 - Cash and Cash Equivalents
The Companys banking subsidiary is required by the Federal Reserve Bank to maintain certain average cash reserve balances The required reserve balance at December 31 2014 and 2013 was $1 7889 and $ 1 7 395 respectively
The nature of the Companys business requires that it maintain amounts due from banks federal funds sold and interest-bearing deposits in other banks which at times may exceed federally insured limits Management monitors these correspondent relationships and the Company has not experienced any losses in such accounts
Note 3 - Investment Securities
Carrying amounts and fair values of investment securities were as follows
December 3 1 2014 December 31 2013 Gross Gross Gross Gross
Amortized Unrealized Unrealized Fair Amortized Unrealized Unrealized Fair Cost Gains Losses Value Cost Gains Losses Value
Held-to-maturity
Mortgage-backed $ 266 $ 18 $ $ 284 $ 378 s 25 $ - $ 403 securlties - residential
States and political subdivisions 2230 2230
Trust preferred security 1 392 (342) 1 050 1384 372) 1012
Total held-to-maturity 3888 18 (342) 3564 1762 25 (372) 1 415
Available-for-sale US g overnment-sponsored 1 46410 72 (1 75) 1 46307 1 24245 186 124431
entities and agencies
Mortgage-backed securities - residential 3436 232 3668 1 1287 916 12203
Equity securtties 4235 184 441 9 2235 735 (16) 2954
Total available-for-sale 154081 488 (175) 154394 137767 1837 (16) 139588
Total investment securities $157969 $506 $(517) S157958 $1 39529 $1862 $ (388) $141 003
15
STANDARD BANCSHARES INC AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (in thousands except share data)
Note 3 - Investment Securities (Continued)
The amortized cost and fair value of debt securities at December 31 2014 by contractual maturity are shown below Maturities may differ from contractual maturttie in mortgage-backed securities -residential because the mortgages underlying the securities may be called or repaid without any penalties Equity securities have no maturity therefore these securities are not included in the maturity categories in the following summary
Amounts maturing in
One year or less After one year through five years After five years through ten years Over ten years Mortgage-backed securities - residential Equity securities
Total
Securities Held-to-maturity
Amortized Fair Cost Value
$2155 $2155 75 75
1392 1050 266 284
3 888 3 564
Securities Avaiiable-for-sale
Amortized Fair Cost Value
$ 33447 $ 33486 112963 112821
3436 3668 4 235 4 419
154 081 154 394
Equity securities include $4027 of Community Reinvestment Act (CRA) eligible mutual funds and $392 in Fannie Mae and Freddie Mac preferred stock
The proceeds from sales of securities available-for-sale and the associated gains and losses are listed below for the year ended 2014
Proceeds
Gross gains Gross losses
There were no sales of securities in 2013 or 2012
$6375
611
Investment securities with a carrying value of $115645 and $135656 at December 31 2014 and 2013 respectively were pledged to secure public deposits short-term borrowings and for other purposes required or permitted by law
Information pertaining to securities with gross unrealized losses at December 31 2014 and 2013 aggregated by investment category and length of time that individual securities have been in a continuous loss position follows
16
STANDARD BANCSHARES INC AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (in thousands except share data)
Note 3 - Investment Securities (Continued)
Less Than 1 2 Months
December 31 201 4
Held-to-maturity Trust preferred security
Available-for-sale US government-sponsored
entities and agencies
Fair Value
$
$76908
Gross Unrealized
Losses
$
$(1 75)
1 2 Months or Greater
Fair Value
$ 1 050
$
Gross Unrealized
Losses Fair Value
$(342) $ 1 050
$ $76908
Total Gross
Unrealized Losses
$ (342)
$ (1 75)
Less Than 1 2 Months 1 2 Months or Greater Total Gross Gross Grnss
Fair Unrealized Unrealized Unrealized December 31 2013 Value Losses Fair Value Losses Fair Value Losses
Held-to-maturity Trust preferred security $ $ $ 1 012 $(372) $ 1 0 1 2 $ (372)
Available-for-sale Equity securities $1 984 $ (1 6) $ $ $ 1 984 $ (1 6)
Management evaluates securities for other-than-temporary impairment at least on a quarterly basis and more frequently when economic or market concerns warrant such evaluation Consideration is given to (1) the length of time and the extent to which the fair value has been less than cost (2) the financial condition and near-term prospects of the issuer and (3) the intent and ability of the Company to retain its investment in the issuer for a period of time sufficient to allow for any anticipated recovery in fair value
The Company had seventeen securities in a loss position at December 31 2014 One security is a trust preferred security with an amortized cost of $1 392 and an unrealized loss of $342 The other sixteen securities are government sponsored entity and agency securities with an amortized cost of $77083 and an unrealized loss of $175
The unrealized loss on the trust preferred security and government-sponsored entities and agencies were related to changes in interest rates and illiquidity in the financial services industry Management has evaluated the prospects of the issuer in relation to the severity and duration of the impairment Based on that evaluation and managements ability and intent to hold those investments for a reasonable period of time sufficient for a forecasted recovery of fair value management does not consider those investments to be other-than-temporarily impaired at December 31 201 4
17
STANDARD BANCSHARES INC AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (in thousands except share data)
Note 4 - Loans
Major Classifications of loans are as follows
Construction and land development Commercial Commercial real estate non-owner occupied Commercial real estate owner occupied Residential real estate Consumer
Total
Origination fees - net of costs Allowance for credit losses
Loans net
201 4 $ 110343
449341 427043 569269 1 18612
97066
1 771 674
( 1 023) (26320)
$1744331
2013 $ 140294
324898 4 1 9775 550900 1 1 7 343 1 08664
166 1 874
(984) (40895)
$161 9995
Construction loans are generally based upon estimates of the cost and value associated with the construction of the property Construction loans often involve the disbursement of substantial funds with repayment primarily dependent upon the success of the completed project Sources of repayment for these types of loans may be permanent loans from long-term lenders or sales of developed property Generally these loans have a higher risk profile than other real estate loans due to their repayment being sensitive to real estate values interest rate changes governmental regulations of real property demand and supply of similar projects the availability of long term financing and changes in general economic condition
Commercial loans are primarily lines of credit and equipment loans that are secured by accounts receivable inventory fixed assets and sometimes with real estate These loans are repaid through the operating cash flow of the company The increase in commercial loans was due to generally improved business activity resulting from the stabilizing economy and our focus on generating growth in this category of lending in order to better diversify our commercial portfolio Commercial loans are underwritten after evaluating and understanding the borrowers ability to operate its business
Underwriting standards are designed to ensure repayment of loans and mitigate loss exposure As part of the underwriting process the Company examines current cash flows to determine the ability of the borrower to repay its obligations as agreed Commercial loans are primarily made based on the identified cash f lows of the borrowers and secondarily on the underlying collateral provided by the borrower
Commercial real estrite locins consisted primarily of loans to business owners and developersinvestors in owner and non-owner occupied commercial properties The Company classifies the properties into owner-occupied which represents loans where more than 50 of the rental income is from the owner of the property or a related company and non-owner occupied represents loans where less than 50 of the rental income is from the owner of the property Non-owner occupied can include 5-unit or more apartment buildings retail office buildings hotels warehouse and industrial properties Repayment will come from the rental income paid by the tenants or owner Commercial real estate loans are subject to underwriting standards and processes similar to commercial loans in addition to those standards and processes specific to real estate Commercial real estate lending typically involves higher loan principal amounts and the repayment of the loans is largely dependent upon the successful operation of the property securing the loan or the business conducted on the property securing the loan Commercial real estate loans may be more adversely affected by conditions in the real estate market or in the general economy The properties securing the Companys commercial real estate portfolio are diverse in terms
1 8
STANDARD BANCSHARES INC AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (in thousands except share data)
Note 4 - Loans (Continued)
of type and geographic location within our market area Management monitors and evaluates real estate loans based on cash flow collateral location and risk grade criteria
The residential real estate portfolio consists of 1-4 family first lien loans secured by the borrowers home and are generally within our market area Any loans outside our market area are to customers with homes or businesses in our market areas
The consumer loans consist of loans to individuals for consumer purposes home equity loans home equity lines of credit and second mortgages Consumer loans are centrally underwritten utilizing various loan policy guidelines that take into consideration the borrowers ability to repay and the collateral offered
At December 31 2014 and 2013 certain officers directors and companies in which they have beneficial ownership were indebted to the Bank in the aggregate amount of $32267 and $36457 respectively During 2014 no new loans were made to such related parties and net repayments on existing loans amounted to $4 1 90 During 2013 new loans made to such related parties amounted to $389 and net repayments on existing loans amounted to $2082
19
STANDARD BANCSHARES INC AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (in thousands except share data)
Note 4 - Loans (Continued)
All owance fo r Credit L osses
Following is a summary of the activity in the allowance for credit losses
Commercial Commercial Real Estate Real Estate Non-owner Owner Residential
December 31 2014 Construction Commercial Occu12ied Occu12ied Real Estate Consumer Total
Allowance for loan losses
Beginning balance $ 16575 $ 2072 $ 3390 $ 1 2255 $ 3545 $ 3057 $ 40895
Provision for credit losses (1 945) 1981 5370 (3859) 193 1 228 2967
Loans charged-off (1 1 039) ( 1 717) (4247) (2632) (475) (994) (211 04)
Recoveries 2 833 _llsect 200 __sectQ __fil1_ 3 562
Total ending allowance balance $_JJA23 L2A28 $_A79j_ $ 5 955 $ 3 323 $ 26 320
Commercial Commercial Real Estate Real Estate Non-owner Owner Residential
December 31 2013 Construction Commercial Occu12ied 0CCUQied Real Estate Consumer Total
Allowance for loan losses
Beginning balance $17755 $ 4168 $ 1 3052 $ 18109 $ 3317 $ 2805 $ 59206
Provision for credit losses 6401 (724) (839) 2310 742 861 8751
Loans charged-off (7635) (1472) (1 0720) (8237) (515) (659) (29238)
Recoveries _M __jQQ ---1sectfil 74 __ 1 -2Q --2J1sect Total ending allowance balance $16 57S $2J)72 $ 3 390 $ 12 256 L351s UD57 $ 40 895
Commercial Commercial Real Estate Real Estate Non-owner Owner Residential
December 31 2012 Construction Commercial Occu12ied 0CCUQied Real Estate Consumer Total
Allowance for loan losses
Beginning balance $13016 $ 3214 $ 5275 $ 11620 $ 1975 $ 1860 $ 36960
Provision for credit losses 791 6 4614 8620 6815 3149 2270 33384
Loans charged-off (6354) (3937) (917) (401) (1841) (1362) (14812)
Recoveries ---11lZ _____fl_ 74 75 ___M ___E 3 674
Total ending allowance balance $1L155 $A1fill iil3 052 gt rn ms $ 3 3JZ $ 2 605 $ 59 206
20
STANDARD BANCSHARES INC AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (in thousands except share data)
Note 4 - Loans (Continued)
The following tables present the balance of the allowance for loan losses and the recorded investment in loans by portfolio segment and based on impairment method
December 31 201 4
Allowance for Joan losses
Ending balance individually evaluated for impainnent
Ending balance collectively evaluated for impainnent
Total ending allowance
Loans Ending balance individually evaluated
for impainnent Ending balance collectively evaluated
for impainnent
Total ending loan balances
Oecember 31 2013
Allowance for loan losses
Ending balance individually evaluated for impainnent
Ending balance collectively evaluated for impainnent
Total ending allowance
Loans Ending balance individually evaluated
for impainnent Ending balance collectively evaluated
for impainnent
Total ending Joan balances
Construction
s 5136
1 287
_$ 6 423
$ 20252
90 091
$jj0 343
Construction
$ 14662
1 913
_$ J6 szs
$ 35249
1 05 045
S140 29plusmn
Commercial
$ 601
1 827
_$ 2 428
$ 871
448470
$449 34j
Commercial
$ 461
1 6 1 1
$ 2 OZ2
$ 2294
322604
$32plusmn 888
2 1
Commercial Real Estate Non-owner Occupied
$ 1 373
3 41 8
$ 4Z9J
$ 1 5345
411 698
$427 043
Commercial Real Estate Non-owner Occupied
$ 1 865
1 525
$ 3 390
$ 1 5176
404 599
$4J9 ZZ5
Commercial Real Estate
Owner Occupied
$ 5 1 6
5 449
_$ 5 965
$ 6706
562563
$569 269
Commercial Real Estate
Owner Occupied
$ 3331
8 925
$ j2 256
$ 1 7201
533699
$550 900
Residential Real Estate
$ 1 665
1 658
$ 3 323
$ 5795
1 1 2817
$118 612
Residential Real Estate
$ 1 496
2 049
$ 3 545
$ 3799
1 1 3 544
S1H 343
Consumer Total
s 2 160 s 1 1 451
1 230 14 869
_$ 3 GO $ 76320
s 4377 $ 53346
92689 1 71 8328
_$ 97 066 $j Vj 674
Consumer Total
s 1 334 $ 23149
1 723 17 746
$ 3 057 $ 40 895
$ 3592 $ 77311
1 0 5072 1 584 563
S10B 664 S1 661 8Z4
STANDARD BANCSHARES INC AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (in thousands except share data)
Note 4 - Loans (Continued)
The following tables present loans individually evaluated for impairment by class of loans
Unpaid Allowance for Average Principal Recorded Loan Losses Recorded
December 31 2014 Balance Investment Allocated Investment
Wrth no related allowance recorded Construction $1 4349 $ 2200 $ $ 2824
Commercial 1 866 266 623
Commercial real estate non-owner occupied 12128 1 0392 1 1 282
Commercial real estate owner occupied 1 0541 3771 3617
Residential real estate 999 999 1 1 58
Consumer 2 557 ____1MQ --- -----1m Subtotal $42440 $1 91 87 _$ __
- $20780
With an allowance recorded
Construction $24344 $1 8052 $5 136 $27023
Commercial 605 605 601 1 498
Commercial real estate non-owner occupied 7149 4953 1 373 4132
Commercial real estate owner occupied 3163 2935 5 1 6 8607
Residential real estate 4796 4796 1 665 3736
Consumer _____bill_ _____bill_ ____lJ_sectQ 2 997
Subtotal $42875 $34159 $1 1 451 $47993
Construction $38693 $20252 $5136 $29847
Commercial 2471 871 601 2121
Commercial real estate non-owner occupied 1 9277 1 5345 1 373 1 5414
Commercial real estate owner occupied 1 3704 6706 5 1 6 1 2224
Residential real estate 5795 5795 1 665 4894
Consumer 5 375 4 377 ____lJ_sectQ 4 273
Total $1U51 S6JUL1
22
Interest Income
Recognized
$ 460
69
361 2 1 9
5 1
___g $ 11 92
$ 325 1 1
72
1 1 5
1 20
$ 676
$ 785
80
433
334
1 71
-----2i $1 868
STANDARD BANCSHARES INC AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (in thousands except share data)
Note 4 - Loans (Continued)
Unpaid Allowance for Average Interest
Principal Recorded Loan Losses Recorded Income December 31 201 3 Balance Investment Allocated Investment Recognized
With no related allowance recorded Construction $ 3440 $ 2790 $ $ 6783 $ 1 5
Commercial 1 761 1 761 1 828 76
Commercial real estate non-owner occupied 9051 9051 1 0068 410
Commercial real estate owner occupied 3664 341 3 1 368 84
Residential real estate 1 284 1 284 1 254 26
Consumer 1 477 ------1Jn --- ____1dQsect_ ___2Q Subtotal $20677 $1 9426 L____ $22809 LJill
With an allowance recorded
Construction $41 71 0 $32459 $1 4662 $32 188 $ 671
Commercial 533 533 461 499 6
Commercial real estate non-owner occupied 6125 6125 1 865 1 1 128 45
Commercial real estate owner occupied 20172 1 3788 3331 1451 6 318
Residential real estate 25 1 5 251 5 1 496 2170 1 01
Consumer 2 465 2 465 Subtotal $73520 $57885 $23149 $62354 llill
Construction $45150 $35249 $14662 $38971 $ 686 Commercial 2294 2294 461 2327 82
Commercial real estate non-owner occupied 1 5176 1 5176 1 865 21 1 96 455
Commercial real estate owner occupied 23836 17201 3331 15884 402
Residential real estate 3799 3799 1 496 3424 1 27
Consumer 3 942 3592 3 361 ___sectpound Total $M1_9Z $77 311 $23 149 $ll_5_1fill $1 814
23
STANDARD BANCSHARES INC AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (in thousands except share data)
Note 4 - Loans (Continued)
Unpaid Allowance for Average Interest
Principal Recorded Loan Losses Recorded Income December 31 2012 Balance I nvestment Allocated I nvestment Recognized
With no related allowance recorded Construction $ 2712 $ 1 819 $ $ 3600 $ 346
Commercial 1 763 1 410 1 931 7
Commercial real estate non-owner occupied 1 448 1 448 2451 1 5
Commercial real estate owner occupied 2238 2238 9805 60
Residential real estate
Consumer ---1Jlllli - ---1Jm --- ---
Subtotal $1 0056 $ 741 3 L___ $1 9690
With an allowance recorded Construction $43737 $ 39645 $12359 $45048 $ 455
Commercial 270 270 271 276
Commercial real estate non-owner occupied 27925 27489 1 1 777 20670 709
Commercial real estate owner occupied 4584 4584 1 782 4252 88
Residential real estate 3824 1 622 802 3842 88
Consumer 2885 ____LlQsect ______lQg Subtotal $83225 $ 7481 6 $27300 $76986 $ 1 373
Construction $46449 $41 464 $1 2359 $48648 $ 801 Commercial 2033 1 680 271 2207 7
Commercial real estate non-owner occupied 29373 28937 1 1 777 23121 724
Commercial real estate owner occupied 6822 6822 1 782 14057 148
Residential real estate 3824 1 622 802 3842 88
Consumer 4 780 1 704 ______lQg _isectQ1 ___TI Total Sfil281 $R222_9_
Interest income recognized includes interest accrued and collected on the outstanding balances of accruing impaired loans as well as interest cash collections on non-accruing loans and impaired loans for which the ultimate collectability of principal is not certain
24
STANDARD BANCSHARES INC AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (in thousands except share data)
Note 4 - Loans (Continued)
The following is an analysis of the age of the recorded investment in past due and nonaccrual Joans
December 31 2014
Construction
Commercial Commercial real estate
non-owner occupied Commercial real estate
owner occupied Residential real estate
Consumer
Total
December 31 201 3
Construction
Commercial Commercial real estate
non-owner occupied Commercial real estate
owner occupied
Residential real estate
Consumer
Total
Credit Qu ality Indicators
30-59 days
$ 398
714
122 726
1 457
30-59 days
$
1 89
41
61
907
_____sectQl_ $2 061
90 days or more past
due and 60-89 days accruing
$ 72 $
1 53
290 533
1 1 5 944 1 5
_filsect ___fil_ S2115 $_Z1fi
90 days or more past due and
60-89 days occruing
$ 672 $
66
770
395 1 9
886 248
-11sect _____sect $2 907 $_3j_Q
Total Past Current Non-accrual Due Loans Total
$20252 $20722 $ 89621 $ 1 1 0343
871 1 738 447603 449341
7291 81 1 4 41 8929 427043
26 1 2 2849 566420 569269 6424 8109 1 1 0503 1 1 861 2
4 039 6235 90 831 97 066
$41 489_ $1 723 907 $1 V1 674
Total Past Current Non-accrual Due Loans Total
$1 7361 $18033 $ 1 22261 $ 1 40294
479 734 324164 324898
6230 7041 412734 41 9775
131 08 13583 537317 550900
551 8 7559 1 09784 1 1 7343
4 1 76 5200 1 03 464 1 08 664
$52 150 $1 609 724 $1 661 874
The Company categorized its non-homogenous Joans into risk categories based on relevant information about the ability of borrowers to service the debt such as among other factor$ current financial information historical payment experience credit documentation public information and current economic trends The Company analyzes loans individually by classifying the Joan as to credit risk This analysis is done annually on a Joan by loan basis The Company uses the following definitions for classified risk ratings
Pass Loans classified as Pass are considered to be performing Joans that have adequate cash flow andor collateral based upon our underwriting process
Special Mention Loans classified as special mention have a potential weakness that deserves managements close attention If left uncorrected these potential weaknesses may result in deterioration of the repayment prospects for the Joan or of the institutions credit position at some future date
25
STANDARD BANCSHARES INC AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (in thousands except share data)
Note 4 - Loans (Continued)
Substandard Loans designated as substandard are inadeq uately protected by the current net worth and paying capacity of the obligor or the collateral pledged if any Loans have a wellshydefined weakness or weaknesses that jeopardize the liquidation of the debt They are characterized by the distinct possibility that the Bank will sustain some loss if the deficiencies are not corrected
Performing Not Rated Loans classified as Performing Not Rated are considered to be performing loans at the time of u nderwriting but historically ones in which we do not obtain updated financial information after the loans are originated These are generally consumer loans first mortgage home loans and home equity loans
Loans not meeting the criteria above are analyzed individually as part of the above described process and are considered to be unclassified loans Based on the most recent analysis perfornied the loan risk classifications are as follows
Special Performing December 31 2014 Pass Mention Substandard Not Rated Total
Construction $ 80127 $ 7719 $ 21249 $ 1 248 $ 1 1 0343
Commercial 442867 4915 1 559 449341
Commercial real estate non-owner occupied 399762 1 8880 8401 427043
Commercial real estate owner occupied 531 31 5 27295 1 0659 569269
Residential real estate 29747 1 1 9 8250 80496 1 1 8612
Consumer 8 91 0 312 5 939 81 905 97 066
Total $1 192 728 $ 59240 $ 56 057 SJ63 649 S1 ZZJ 6H
Special Performing December31 2013 Pass Mention S ubstandard Not Rated Total
Construction $ 90330 $ 9396 $ 37394 $ 3174 $ 1 40294
Commercial 309074 1 0445 4489 890 324898
Commercial real estate non-owner occupied 400738 10570 8467 419775
Commercial real estate owner occupied 502095 1 0840 37965 550900
Residential real estate 3567pound 1 09 7881 73677 1 17 343
Consumer 9 099 -----1fill 7 828 89 826 1 08664
Total SJ 47 OJ2 M32Z1 $104 021 S167 567 $1 661 871
The Bank considers the performance of the loan portfolio and its impact on the allowance for loan losses For residential and consumer loan classes the Bank evaluates credit q uality based on the payment and aging status of the loan Payment status is reviewed on a q uarterly basis with respect to determining adequacy of the allowance for Joan losses
26
STAN DARD BANCSHARES INC AND SUBSI DIARIES
NOTES TO CONSOLI DATED FI NANCIAL STATEMENTS (in thousands except share data)
Note 4 - Loans (Continued)
Tro ubled Debt Restructurings (TOR)
Loans classified as TD Rs totaled $1 8541 as of December 31 201 4 of which $1 5665 were performing and $2876 were on non-accrual loans classified as TDRs totaled $1 8095 as of December 31 201 3 of which $1 6596 were performing and $1 499 were on non-accrual
The Bank has allocated $1 797 and $ 1 3 1 4 in specific reserves to customers whose loan terms have been modified in troubled debt restructurings as of December 31 201 4 and 201 3 The Bank has committed to lend additional amounts of $45 and $26 as of December 31 201 4 and 201 3 to customers with outstanding loans that are considered to be troubled debt restructurings These loans involved the restructuring of terms to allow customers to mitigate the risk of foreclosure or default by meeting a lower loan payment requirement based upon their current cash flow These may also include loans that renewed at existing contractual rates but below market rates for comparable credit For commercial loans these m odifications typically include a lowering of the interest rate on the loan In some cases the modification will include separating the note into two notes with the first note structured to be supported by current cash flows and collateral and the second note made for the remaining unsecured debt The second note is charged off immediately and collected only after the first note is paid in full This modification type is commonly referred to as an A-B note structure For consumer mortgage loans the restructuring typically includes a lowering of the interest rate to provide payment and cash flow relief For each restructuring a comprehensive credit underwriting analysis of the borrowers financial condition and prospects of repayment under the revised terms is performed to assess whether the structure can be successful and that cash flows will be sufficient to support the restructured debt Anmiddot analysis is also performed to determine whether U1e restructured loan should be on accrual status Generally if the loan is on accrual at the time of restructure it will remain on accrual after the restructuring In some cases a nonaccrual loan may be placed on accrual at restructuring if the loans actual payment h istory demonstrates it would have cash flowed under the restructured terms After six consecutive payments under the restructured terms a nonaccrual restructured loan is reviewed for possible upgrade to accruing status
As with other impaired loans an al lowance for loan loss is estimated for each TOR based on the most likely source of repayment for each loan For impaired loans secured by real estate that are collateral dependent the allowance is computed based on the fair value of the underlying collateral For impaired loans where repayment is expected from cash flows from business operations the allowance is computed based on a discounted cash flow computation
27
STANDARD BANCSHARES INC AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (in thousands except share data)
Note 4 - Loans (Continued)
Troub led Debt Restructurings (TOR) (Continued)
The following table presents loans by c lass modified as troubled debt restructurings that occurred during the years ended December 31 2014 and 2013
Pre- Post-modification modification
Number outstanding outstanding 2014 of loans recorded recorded
investment investment Construction 1 $ 706 $ 813 Commercial real estate owner occupied 2 483 564 Residential real estate 3 1206 1 206 Consumer 5 563 563
Total 11 $2958 $3146
2013 Commercial real estate non-owner occupied 3 $14371 $ 8 670 Commercial real estate owner occupied 3 3505 3581 Commercial 2 1758 1804 Residential real estate 1 403 403
Total 9 $20037 $1 4458
The troubled debt restructurings modified in 2014 and 2013 described above increased the allowance for credft losses by $784 and $317 and did not result in any post-modification charge offs during the years ended December 31 2014 and 2013 respectively
28
STAN DARD BANCSHARES I NC AND SUBSIDIARI ES
NOTES TO CONSOLI DATED FI NANCIAL STATEMENTS (in thousands except share data)
Note 4 - Loans (Continued)
Tro uble d Debt R estructurings TOR ) (Continued)
The following table presents troubled debt restructurings by class and type of modification that occurred during the years ended December 31 2014 and 2013
AB Note Rate Restructure Reduction
2014 Construction $ $ -
Commercial real estate owner occupied 48
Residential Real Estate Consumer 218
Total $ $266
AIB Note Rate Restructure Reduction
2013 Commercial real estate non-
owner occupied $13901 $ 470 Commercial real estate
owner occupied 3073 Commercial 1758 Residential Real Estate 403
Total $13901 $5704
29
Rate Reduction
To Pay amp Advance Taxes of Funds
$ $ 706
435
$435 $ 706
Rate Reduction
To Pay amp Advance Taxes of Funds
$ $
432
$432 $
I nterest Only
Period
$
1206 345
$1551
I nterest Only
Period
$
$
Total
$706
483 1206
563 $2958
Total
$14371
3505 1758
403 $20037
STANDARD BANCSHARES I NC AND SUBSI DIARIES
NOTES TO CONSOLI DATED FINANCIAL STATEMENTS (in thousands except share data)
Note 4 - Loans (Continued)
Troubled Deb t Restru cturings (TOR) (Continued)
The following table presents loans by class modified as troubled debt restructurings for which there was a payment default within twelve months fol lowing the modification during the year ended December 3 1 2014 There were no payment defaults within twelve months following the modification during the year ended December 31 201 3
2014 Commercial
N umber of loans
1
Recorded Investment
$1 600
The troubled debt restructurings that subsequently defaulted in 2014 described above increased the allowance for credit losses by $233 during the year ended December 31 2014 In 2013 there were no troubled debt restructurings for which there was a payment default within twelve months following the modification The troubled debt restructurings resulted in $1600 of charge offs during the year ended December 31 201 4 The troubled debt restructurings did not result in any charge offs during the year ended 2013
Note 5 - Mortgage Servicing Rights
Following is a summary of the activity for mortgage servicing rights
Beginning balance Costs capitalized Accumulated amortization
Ending balance
2014 $ 2726
544 (835)
$ 2 435
2013 $ 2169
1 339 (782)
$ 2 726
2012 $ 1525
1434 (790)
$ 2 169
The aggregate fair value of mortgage servicing rights is based on fundamental analysis and the present value of expected future cash inflows In estimating fair value assumptions have been made regarding prepayment default and interest rates Mortgage servicing rights do not trade in an active market with readily observable prices The Company uses an independent third party to determine the fair value of mortgage servicing rights by estimating the fair value of the future cash flows associated with the mortgage loans being serviced Key economic assumptions used in measuring the fair value of mortgage servicing rights include but are not limited to prepayment speeds discount rates delinquencies and costs to service
A fair market estimate was completed by an independent third party in November 201 4 to determine the amount at which the asset could be exchanged in a current transaction between willing parties other than in a forced liquidation or sale Fair value was estimated based in part on the discounted future cash flows estimated to be received The evaluation used a discount rate for each pool of loan servicing rights which is intended to represent the estimated market yield and estimated cash flow for each pool of servicing rights by utilizing an assumed prepayment speed based on the characteristics of each pool No assurance can be given that the actual prepayments will conform to the prepayment speeds assumed The calculated fair value was compared to market values where possible to ascertain the reasonableness of the valuation in relation to the current market expectations
Mortgage servicing rights outstanding Estimated fair value as a percentage of loans serviced Principal value of loans serviced Estimated fair value of servicing rights outstanding
30
201 4 $ 2435
083 $394217 $ 3272
201 3 $ 2726
083 $382221 $ 3 1 72
STANDARD BANCSHARES INC AND SUBSIDIARIES
NOTES TO CONSOLI DATED FINANCIAL STATEMENTS (in thousands except share data)
Note 6 - Premises and Equipment
Major classifications of these assets are summarized as follows
Land Bank premises Furniture and equipment
Accumulated depreciation Premises and equipment - net
2014 $ 21 699
58 179 31 388
1 1 1 266 (50352)
$ 609 14
201 3 $ 2361 0
69 1 33 44467
1 3721 0 (71 428)
$ 65782
Depreciation expense amounted to $3479 $3668 and $3949 in 2014 201 3 and 2012 respectively_
The Company sold land buildings and vehicles for total proceeds of $1 824 $2 and $1 8 resulting in gross gains on sales of $49 1 $1 and $ 1 8 in the years ending December 3 1 2014 201 3 and 201 2 respectively
In December 2014 the Company signed a definitive agreement to enter into a sale-leaseback of land and buildings for two of its locations The Company designated $ 1 462 of premises as held for sale No write-down was taken at the time of transfer as the assets were anticipated to be sold at a gain In February 2015 the Company closed on a transaction a portion of the gain on sale was recognized in non-interest income The remaining gain was deferred and will be amortized into non-interest income over the lease term
Note 7 - Other Real Estate Owned
Activity in other real estate owned is summarized as followsmiddot
Beginning balance Acquired through or in lieu of foreclosure Proceeds from sales Gain (loss) on sales Write down on other real estate owned
Ending Balance
2014 $ 1 2 930
6 035 (2004)
426 ( 1 1 54)
$1 6233
2013 $1 6896
3 912 (51 35)
170 (2913)
$1 2930
201 2 $ 1 1 496
1 2 1 08 (4096)
(1 36) (2476)
$ 1 6 896
Operating expenses associated with other real estate owned net of write-downs on other real estate owned were $498 $1 96 and $976 in 2014 201 3 and 201 2 respectively
Note 8 - Intangibles
Core deposits Accumulated amortization Core deposits net
2014 2013
$ 8946 (7798)
$ 1 148
$ 8946 (7 1 05)
$ 1 841
Amortization expense amounted to $693 $789 and $885 in 2014 2013 and 20 12 respectively Core deposit intangibles are amortized over an estimated life of fifteen years
middot----- l n-201-2-the-Gompany-reGorded-a-ful l-write-down-of-$239g7-of-goodwill-as-it-was-determined-t0-be--shy
impaired_
3 1
STAN DARD BANCSHARES INC AND SUBSI DIARIES
NOTES TO CONSOLI DATED FI NANCIAL STATEMENTS (in thousands except share data)
Note 9 - Bank Owned Life Insurance
The Bank acquired life insurance policies through prior bank acquisitions and by direct purchase At December 3 1 2014 and 2013 the cash surrender value of these policies was $48470 and $47033 respectively No additional l ife insurance was purchased during 2014 or 2013
Note 10 - Deposits
Deposits at December 3 1 2014 and 2013 by major category are as follows
Demand deposits Non-interest-bearing Interest-bearing
Total demand deposits Savings deposits Time deposits Brokered deposits
Total deposits
2014
$ 612646 492 799
1 1 05445 374142 405857 1 08 1 28
$1 993 572
201 3
$ 536325 525 145
1 061 470 36341 8 427815
66 402
$1 91 9 1 05
The aggregate amount of deposits reclassified as loans (overdrafts) amounted to $2548 and $2781 at December 3 1 2014 and 201 3 respectively
Time deposits that met or exceed the FDIC insurance limit of $250 at year-end 201 4 and 2013 were $1 1 0 1 77 and $92681 respectively
At December 3 1 2014 scheduled maturities of certificates of deposit including brokered deposits are as follows
201 5 2016 2017 201 8 201 9 2020 and thereafter
$408455 65585 1 9838
9830 1 0277
$513 985
Deposits from related parties totaled $33614 and $32595 at December 31 2014 and 201 3 respectively
32
STANDARD BANCSHARES INC AND SU BSI DIARIES
NOTES TO CONSOLI DATED FINANCIAL STATEMENTS (in thousands except share data)
Note 1 1 - Advances from Federal Home Loan Bank
There were no outstanding advances with the Federal Home Loan Bank at December 3 1 201 3 The indebtedness to the Federal Home Loan Bank at December 3 1 2014 was $1 5000 consisting of the following fixed rate advances
Due Date
June 27 201 6 June 27 201 6
Total advances
I nterest Rate
057 057
2014
$1 3000 2 000
$1 5 000
Al l advances and letters of credit from the Federal Home Loan Bank (FHLB) were secured by a g eneral lien on qualifying commercial real estate residential mortgages and home equity loans of the Bank Each advance is payable at its maturity date with a prepayment penalty for fixed rate advances Letters of credit outstanding from the FHLB totaled $3872 and $41 946 at year-end 2014 and 201 3 respectively The advances and letters of credit were collateralized by $679990 of commercial real estate and mortgage loans in 2014 and $203845 of mortgage loans under a blanket lien arrangement at year-end 2013 Based on this collateral and the Companys holdings of FHLB stock the Company was eligible to borrow up to a total of $26951 3 at year-end 2014
Note 1 2 - Other I ncome
Other income consists of the following
Gain (loss) on sale of other real estate owned Gain on sale of premises and equipment Debit cardATM fees Trust feesBrokerage Fees Loan fees and commissions Cash management Bank Owned Life Insurance income Miscellaneous income
Total other income
33
2014
$ 426 491
28 1 8 2533
658 2641 1 437
921
lll 1 925
201 3 201 2
$ 1 70 $ ( 1 36) 1 1 8
2935 2829 2364 1 927
680 932 2286 2020 1 437 1 469 1 267 886
ll1 1 1 40 ll 9 945
STANDARD BANCSHARES INC AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (in thousands except share data)
Note 1 3 - Employee Benefit Plans
Profit Sharing
The Companys bank subsidiary maintains a defined contribution 401 (k) Plan Under terms of the Plan employees meeting age and service requirements may elect to have their compensation reduced and have that amount contributed to the Plan as a salary deferral contribution The Bank at its discretion may make a matching contribution to the Plan equal to a u niform percentage of the salary deferral contributions Apart from any matching contribution the Bank may also make a separate discretionary contribution to the Plan The final liability for matching contributions if any is determined after yearshyend requiring the Bank to estimate its discretionary contribution expense at year end Contribution expense recorded by the Bank amounted to approximately $ 1 1 79 $1 254 and $ 1 685 for 2014 201 3 and 201 2 respectively
Non-Qualified Plan
The Bank maintains a non-qualified deferred compensation plan for a select group of management and employees as determined by the Board of Directors Annual awards if any are based o n preshyestablished performance criteria which are communicated to eligible employees Benefits under the Plan vest after a five year period The liability under the Plan was $403 and $503 as of December 3 1 2014 and 201 3 respectively There was n o expense recorded in 2014 2013 o r 2012
Non qualified Sto ck Option Plan
Pursuant to the Capital Raise Investment Agreements on February 1 2 20 1 3 the Board of Directors of the Company adopted the Standard Bancshares Inc Stock Option Incentive Plan to be effective immediately after the Closing of the capital raise (please refer to Note 21 ) Pursuant to the Stock Option Incentive Plan the Compensation Committee of the Board of Directors of the Company is authorized to grant Incentive Stock Option awards Nonqualified Stock Option awards or a combination thereof to certain officers directors consultants or employees of the Company or any of its Subsidiaries or Affiliates aggregating up to 5402524 shares of the Companys common stock
The option price per share of stock purchasable under a stock option shall not be less than 1 00 of the fair market value of the common stock on the day of the grant Stock option vesting is based o n two components 1 ) a time vested option that vests over four years one fourth on each of the first four anniversaries from the option grant date and 2) a performance vested option that vests if there is an exit event resulting in the investor actually realizing an internal rate of return (RR) greater than or equal to 1 2 based on their original investment of $465 per share on February 22 201 3 Vesting is subject to acceleration in certain circumstances The options will expire if not exercised within 1 0 years of the
middot
date of grant and under certain other (employment) circumstances
The fair value of options granted was estimated on the date of grant using the Black Scholes optionsshypricing model using the assumptions noted in the table and commentary below The risk free rate of return is based on the constant maturity yield of a US Treasury note with a fixed rate term of 1 0 years at date of grant The volatility rate is derived from historical index values of publicly-traded commercial banks with assets between $1 and $5 billion Index values of comparably sized companies were used as a proxy because the Companys common stock is not exchange-listed and there is not an active trading market for the common stock The dividend yield assumption is based o n the Companys expected dividend payouts
34
STANDARD BANCSHARES INC AND SUBSIDIARI ES
NOTES TO CONSOLIDATED FI NANCIAL STATEMENTS (in thousands except share data)
Note 1 3 - Employee Benefit Plans (Continued)
Risk free rate of return
2014 20 1 3
275 1 97 Time remaining until expiration of the options Volatility rate
1 O years 1 0 years 1 392 1 587
Dividend yield 000 000
A summary of the activity in the non-qualified stock option plan for 2014 follows Weighted Average
Weighted Remaining Average Contractual
Number of Exercise Term Time Vested Stock Options Shares Price (in years)
2014 Outstanding at beginning of year 1 46651 5 $ 465 915
Granted 1 1 701 95 515 916 Exercised
Expired
Forfeited (23545) 494 870
Outstanding at end of year 2613 165 $ 487 860
Exercisable at end of year 366629 $ 465 815
2013 Outstanding at beginning of year $ Granted 1 466515 465 9 15 Exercised
Expired
Forfeited
Outstanding at end of year 1 465515 $ 465 9 15
Exercisable a t end o f year $
Aggregate Intrinsic Value
$ 1 1 1 8
$ 238
$ 733
$
The weighted average fair value of time vested options granted during 201 4 and 201 3 was $1 21 and $1 3 2 per option respectively
35
STANDARD BANCSHARES INC AND SUBSIDIARI ES
NOTES TO CONSOLIDATED FI NANCIAL STATEMENTS (in thousands except share data)
Note 1 3 - Employee Benefit Plans (Continued)
Performance Vested Stock Options 2014 Outstanding at beginning of year
Granted
Exercised
Expired
Forfeited
Outstanding at end of year
Exercisable at end of year
2013 Outstanding at beginning of year
Granted
Exercised
Expired
Forfeited
Outstanding at end of year
Exercisable at end of year
1 466515
1 170195
(26909)
2609801
1 465515
1 465515
$ 465
515
490
$ 487
$
$ 465
$ 465
$
91 5
91 6
864
860
g_1 5
91 5
$ 1 1 1 8
$
$ 733
$
The weighted average fair value of performance vested options granted during 201 4 and 201 3 was $040 for each year
Time Ve ste d O ption s
The Company recognized $782 and $44 I of stock-based compensation expense related to the granting of time vested stock options for the years ended December 20 14 and 2013 respectively There were no time vested options granted in 2012
As of December 3 1 201 4 there was $2 1 30 of total unrecognized compensation cost related to nonshyvestediime vested options granted underthe Plan The unrecognized cost is expected to be recognized over a weighted-average period of 26 years
Performan ce Veste d O ption s
The value of the performance vested options is a function of 1 ) the likelihood of a n Exit Event and 2) the likelihood of that Exit Event achieving the 1 2 IRR threshold These weighted average probabilities are then m ultiplied by the full value of a time vested option to derive the value of the performance options
The valuation methodology for the performance vested options involved ihree separate analysis
I Sale of control analysis 2 Initial public offering analysis 3 Remain private analysis
There was no expense recorded in 201 4 and 201 3 related to the performance vested options
There were no performance vested options granted in 201 2
36
STANDARD BANCSHARES INC AND SUBSIDIARI ES
N OTES TO CONSOLI DATED FI NANCIAL STATEMENTS (in thousands except share data)
Note 1 3 - Employee Benefit Plans (Continued)
As of December 3 1 2014 there was $1 059 of total unrecognized compensation cost related to nonshyvested performance vested options granted under the Plan The cost is expected to be recognized when it is determined that it is probable that a qualifying Exit Event will occur
Note 1 4 - Commitments
Operating Leases
The Bank leases property at various branch locations unde r terms that are considered to be an operating lease The leases expire in various years through 2020 Office rent expense was $728 $875 and $919 for 2014 2013 and 2012 respectively
Other Co mmitments
The Bank has a contract with a computer seNice company that expires in 201 6 Data processing expense was $2729 $2746 and $2424 for 201 4 201 3 and 2012 respectively
Annual future minimum payments for these agreements are as follows
Note 1 5 - Income Taxes
Year ending December 31 201 5 201 6 2017 20 1 8 201 9 2020 and thereafter
$3037 2884
394 203 1 26
1 6 $6 660
The components of the provision (benefit) for income taxes are as follows
Current Deferred Total Tax Expense (Benefit)
2014 $ 3494
7 1 62 $ 1 0656
201 3 $ 2373
3425 $ 5798
2012 $ 1 306
(6928) $ (5622)
The effective tax rate differs from the federal statutory rate primarily due to the following
Tax at statutory federal income tax rate Tax exempt interest income State income taxes net of federal benefit BOLi income Meals and entertainment Non-deductible expenses Goodwill impairment
201 4
$8483 (133) 1 5 1 6 (486)
77 76
Stock settled rights expense 639
201 3 $ 4750
(82) 766
(486) 84
1 02
2012 $(1 2371 )
(1 08) (866) (500)
79 80
8 1 55
O th enet--=====48=====664=--====(-l --
$1 0656 $ 5798 $ (5622)
37
STANDARD BANCSHARES INC AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (in thousands except share data)
Note 1 5 - Income Taxes (Continued)
The net deferred tax asset included at December 31 2014 and 2013 consists of the following
2014 201 3 Gross deferred tax assets
Allowance for loan losses $19212 $23305 Other real estate owned 2866 49 1 6 Non-accrual loan interest 4064 3 991 State net operating loss 1 835 2358 Accrued compensation 1 938 1 471 Depreciation 1 387 1 412 FNMA amp FHLMC preferred stock 1 270 1 270 Other assets 271 434
Total gross deferred tax assets $32843 $39 157
Gross deferred tax liabilities Purchase accounting adjustments $ 1 069 $ 1 282 Mortgage servicing rights 946 1 060 Unrealized gainloss on AFS securities 1 1 9 692 Other liabilities 1 306 1 31
Total gross deferred tax liabilities $ 3440 $ 3 165
Net deferred tax asset $29403 $35992
At December 31 2014 the Company has $33929 of Illinois net operating loss carryforwards expiring in 2025 and $2330 Indiana net operating Joss expiring in 2025 and 2026 which will be available to reduce future taxable income
The Company does not expect the total amount of unrecognized tax benefrts to significantly change in the next twelve months The Company recognized no interest andor penalties related to tax matters in tax expense
The Company and its subsidiaries are subject to US federal income tax as well as income tax of the state of Illinois and Indiana The Company is no longer subject to examination by taxing authorities for years before 201 0
3 8
STAN DARD BANCSHARES INC AND SUBSIDIARIES
NOTES TO CONSOLI DATED FI NANCIAL STATEMENTS (in thousands except share data)
Note 1 6 - Contingent Liabilities and Commitments
The Company does not reflect in its financial statements various commitments and contingent liabilities which arise in the normal course of business and which involve elements of credit risk interest rate risk and liquidity risk These commitments and contingent liabilities are commitments to extend credit commercial letters of credit and standby letters of credit A summary of the Banks commitments and contingent liabilities at December 31 is as follows
Commitments to extend credit under Unused commercial and other lines of credit Unused equity lines of credit Standby letters of credit
2014 201 3
$262907 46 125 42041
$234893 52905 40284
Commitments to extend credit commercial letters of credit and standby letters of credit a l l include exposure to some credit loss in the event of nonperformance of the customer The Banks credit policies and procedures for credit commitments and financial guarantees are the same as those for extension of credit that are recorded on the consolidated balance sheet Because these instruments have fixed maturity dates and because many of them expire without being drawn upon they do not generally present any significant liquidity risk to the Bank The Bank has not incurred any significant losses on its commitments in either 2014 201 3 or 2012
The Bank is party to litigation and claims arising in the normal course of business Management after consultation with legal counsel believes that the liabilities if any arising from such litigation and claims will not be material to the Companys consolidated financial position
Note 1 7 - Derivatives
D erivative contracts entered into by the Company are limited to those that are treated as non-designated derivative instruments The Company provides customers with interest rate swap transactions and offsets the transactions with interest rate swap transactions with inter-bank dealer counterparties as a means of offering risk management solutions to customers As ofDecember 3 1 2014 there were $6006 outstanding in notional values of swaps where the Company pays a variable rate of interest and the customer pays a fixed rate of interest This position is offset with counterparty contracts where the Company pays a fixed rate of interest and receives a floating rate of interest The estimated fair value of interest rate swaps was recorded as an asset of $207 and as a liability of $214 as of December 31 2014 Swaps with customers and inter-bank dealer counterparties are carried at fair value with adjustments recorded in other income The net effect of fai r value adjustments running through the income statement was immaterial during the year ended December 31 2014 There were no interest rate swap derivatives as of December 3 1 2013
3 9
STANDARD BANCSHARES I NC AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (in thousands except share data)
Note 1 8 - Financial I nstruments Fair Value Disclosure
The fair value measurement accounting Hterature establishes a fair value hierarchy which requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value The standard describes three levels of inputs that may be used to measure fair value
1 Level 1 - Unadjusted quoted mariltet prices in active markets that are accessible at the measurement date for identical unrestricted assets
2 Level 2 - Significant other observable inputs other than Level 1 prices such as quoted market prices for similar assets and liabilities quoted prices in markets that are not active or other inputs that a re observable or can be corroborated by observable market data
3 Level 3 - Signlficant unobservable inputs that reflect a reporting entitys own assumptions about the assumptions that mariltet participants would use in pricing an asset o r liability
A financial instruments level within the fair value hierarchy is based on the lowest level of input that is significant to the fair value measurement
Fair values of assets measured on a recurring basis at December 3 1 2014 and 2013 are as follows
De ce mbe r31 2014 Financial Assets
Securities available-for-sale US government sponsored entities and agencies Mortgage-backed securities - residential Equity securities
Total securities available-for-sale
Derivatives
Financial Liabilities
Derivatives
De ce mbe r 31 2013 Financial Assets Securities available-for-sale
US government sponsored entities and agencies Mortgage-backed secu rities - residential Equity securities
Total securities available-for-sale
Fair Value
$1 46307 3668 4 41 9
$1 54 394
$ 207
$ 214
$ 1 24431 1 2203
2 954 $ 1 39 588
Fair Value Measurements Usin1 Quoted Significant P rices Other
in Active Observable Markets Inputs (Level 1 ) (Level 2)
$
392 $ 392
$ -
$ -
$
$1 46307 3668 4 027
$1 54 002
$ 207
$ 2 1 4
$ 1 24431 12203 1 984
$1 38 61 8
Significant Unobservable
Inputs (Level 3)
$
$
$
$
$
$
As of December 31 2014 and 2013 there were no transfers between levels
40
STANDARD BANCSHARES I NC AND SUBSI DIARIES
NOTES TO CONSOLI DATED FI NANCIAL STATEMENTS (in thousands except share data)
Note 1 8 - Financial I nstruments Fair Value Disclosure (Continued)
The fair values of marketable equity securities available-for-sale are generally determined by quoted market prices in active markets for each specific security (Level 1 measurement inputs) If Level 1 measurement inputs are not available for a marketable equity security the fair value is determined by the quoted market price of a similar security traded in an active market (Level 2 measurement inputs)
The fair values of debt securities available-for-sale are generally determined by matrix pricing which is a mathematical technique widely used in the industry to value debt securities without relying exclusively on quoted market prices for the specific securities b ut rather by relying on the securities relationship to other benchmark quoted securities (Level 2 measurement inputs)
Derivative s
The fair value of derivatives are based o n valuation models using observable market data a s of the measurement date (Level 2) Our derivatives are traded in an over-the-counter market where quoted market prices are not always available Therefore the fair values of derivatives are detenmined using quantitative models that utilized multiple market inputs The inputs will vary based on type of derivative but could include interest rates prices and indices to generate continuous yield or pricing curves prepayment rates and volatility factors to value the position The majority of market inputs are actively quoted and can be validated through external sources including brokers market transactions and thirdshyparty pricing services
Fair values of assets measured on a nonrecurring basis are as follows
Oe ce mbe r31 2014 Other real estate owned net Impaired loans Loans held for sale Mortgage servicing rights
De ce mbe r 31 2013 Other real estate owned net Impaired loans Loans held for sale Mortgage servicing rights
Fair Value
$ 1 6233 41 895
8274 2435
$12 930 54 1 62
5408 2726
Fair Value Measurements Using Quoted Significant Prices Other
in Active Observable Markets Inputs (Level 1 ) (Level 2)
$ $
8274
$ - $
5408
Significant Unobservable
Inputs (Level 3)
$ 1 6233 41 895
2435
$1 2930 541 62
2726
Other real estate owned are initially recorded at fair value less costs to sell when acquired and are subsequently measured at the lower of cost or fair value less estimated costs to sell Fair values are based on third party appraisals of the property or internal valuations on smaller properties using comparable market data and various external resources resulting in a level 3 classification When the carrying value exceeds the fair value less costs to sell an impairment loss is recognized
The fair value of impaired loans secured by real estate with specific allocations of the allowance for loan --------- 1osses-is-generally-based-on--recent-real-estate-appraisals-or-internal-valuations-on-smaller-prnperties--shy
using comparable market data and various external resources These appraisals may utilize a single
41
STANDARD BANCSHARES INC AND SUBSI DIARIES
NOTES TO CONSOLI DATED FI NANCIAL STATEMENTS (in thousands except share data)
Note 1 8 - Financial Instruments Fair Value Disclosure (Continued)
valuation approach or a combination of approaches including comparable sales and the income approach resulting in a level 3 classification
Loans held for sale are carried at the lower of cost or fair value which is evaluated on a pool-level basis The fair value of loans held for sale is determined using quoted prices for similar assets adjusted for specific attributes of that loan or other observable market data such as outstanding commitments from third party investors resulting in a level 2 classification
The Company records its mortgage servicing rights at fair value and includes them in other assets in the Consolidated Balance Sheets Mortgage servicing rights do not trade in an active market with readily observable prices Fair value is based on market process for comparable mortgage servicing contracts when available or alternatively is based on a valuation model that calculates the present value of estimated future net servicing income Key economic assumptions used in measuring fair value of mortgage servicing rights at December 31 2014 included prepayment speeds maturities and discount rates While market based data is used to determine the assumptions the Company incorporates its own estimates of the assumptions market participants would use in determining the fair value of mortgage servicing rights which results in a level 3 classification
De cembe r 31 2014 Assets Cash and cash equivalents Securities held-to-maturity Securities available-for-sale Loans - net Loans held for sale Federal Home Loan Bank stock at cost Accrued interest receivable Derivatives
Liabilities
Deposits Federal Home Loan Bank advances Accrued interest payable Derivatives
De ce mbe r 31 2013 Assets
Cash and cash equivalents Securities held-to-maturity Securities available-for-sale Loans - net Loans held for sale Federal Home Loan Bank stock at cost Accrued interest receivable
Liabi lities Deposits Accrued interest payable
42
Carrying Value
$ 1 99476 3888
1 54394 1 744331
8274 3247 59 1 9
207
$ 1 993572 1 5000
265 214
$ 234 1 83 1 762
1 39588 1 61 9995
5408 3 143 5 576
$1 91 9 1 05 286
Fair Value
$ 1 99476 3 564
1 54394 1 798279
8274 3247 591 9
207
$1 992796 1 4984
265 214
$ 234 1 83 1 41 5
1 39588 1 679668
5408 3 143 5576
$ 1 920335 286
STANDARD BANCSHARES I NC AND SUBSI DIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (in thousands except share data)
Note 1 8 - Financial I nstruments Fair Value Disclosure (Continued)
In estimating the fair value of certain assets and liabilities not previously presented the following assumptions were made
Cash and Cash Equivalents
The carrying amounts of cash and equivalents reported in the balance sheet approximate fair value
Securities
Estimated fair values of securities are based on one of three models 1 ) quoted market prices where available 2) quoted market prices for similar instruments if quoted market p rices are not available 3) unobservable data that represents the Banks assumptions about items that market participants would consider in determining the fair value where no market data is available
L oans
Fair values of loans excluding loans held for sale are estimated as follows For variable rate loans that re-price frequently and with no significant change in credit risk fair values are based on carrying values Fair values for other loans are estimated using discounted cash flow analyses using interest rates currently being offered for loans with similar terms to borrowers of similar credit quality to calculate the present value of future contractual principal and interest cash flows and discounting them back to the present using a discount rate Impaired loans are valued at the lower of cost or fair value as described previously The methods utilized to estimate the fair value of loans do not necessarily represent an exit price
The fair value of loans held for sale is estimated based upon binding contracts and quotes from third party investors
Federal Home Loan Bank (FHLB) Stock
The carrying amounts reported in the balance sheet approximate fair value
Accrued Interest Receivable I Payable
The carrying amounts reported in the balance sheet approximate fair value
Deposits
The fair values disclosed for demand deposits (eg interest and non-interest checking passbook savings and certain types of money market accounts) are by definition equal to the amount payable on demand at the reporting date (ie their carrying amount) The carrying amounts of variable rate fixed-term money market accounts and certificates of deposit approximate their fair values at the reporting Fair values for fixed rate certificates of deposit are estimated using a discounted cash flows calculation that applies interest rates currently being offered on certificates to a schedule of aggregated expected monthly maturities on time deposits
Federal Home Loan Bank Advances
The fair value of Federal Home Loan Bank advances is estimated using discounted cash flow analyses --------based-on-the-currentborrowing-rate-of-similartypes-of-advances
43
STANDARD BANCSHARES I NC AND SUBSIDIARI ES
NOTES TO CONSOLI DATED FINANCIAL STATEMENTS (in thousands except share data)
Note 1 8 - Financial I nstruments Fair Value Disclosure (Continued)
Off-balance sh eet in strum ents
Fair asset andor liability value of off-balance sheet financial instruments as described in Note 1 6 may be estimated by applying fees currently charged for comparable commitments Based upon the qual ity of these commitments and their demand in the financial market it has been assumed that there is no material difference in the estimated fair value
Note 1 9 - TARP Capital Purchase Program
On April 24 2009 the Company entered into a Letter Agreement with the United States Department of Treasury (the Treasury) pursuant to which the Company sold to the Treasury 6000 shares of the Companys Fixed Rate Cumulative Perpetual P referred Stock Series A for $60 million and a warrant to acquire $3 million of Fixed Rate Cumulative Perpetual P referred Stock Series B for a nominal exercise price Immediately upon consummation of the closing the Treasury exercised the warrant and acquired the Series B Preferred Stock The Preferred Stock Series A qualified as Tier 1 capital and paid cumulative dividends q uarterly at a rate of 5 per annum The P referred Stock Series B qualified as Tier 1 capital and paid cumulative dividends quarterly at a rate of 9 per annum The difference between the initial carrying value that was allocated to the Series B Preferred Stock and its redemption value of $3 million will be charged to retained earnings (with a corresponding increase in the carrying value of the Series B Preferred Stock) over the first five years of the contract as an adjustment to the dividend yield using the level yield method During 201 1 the Company elected to suspend dividend payments For the year ended December 31 2012 total dividends of $3462 had been declared but not paid On February 22 201 3 1 3548387 of common shares were issued to the US Treasury in exchange for the $60 million and $3 million of Fixed Rate Cumulative Preferred Stock Series A and Series B respectively The Treasury subsequently sold those shares to institutional investors at $465 per share In addition the Company paid $6 million of dividends to the Treasury which included 1 00 of past due dividends and dividends due through February 22 2013
Note 20 - Regulatory Matters
The Companys primary source of cash is dividends received from its subsidiary bank The subsidiary bank is subject to certain restrictions on the amount of dividends that it may declare without prior regulatory approva L In addition the dividends declared cannot be in excess of the amount which would cause the subsidiary bank to fall below the minimum required for capital adequacy purposes
Banks and bank holding companies are subject to regulatory capital requirements administered by federal banking agencies Capital adequacy guidelines and additionally for banks prompt corrective action regulations involve quantitative measures of assets liabilities and certain off-balance-sheet items calculated under reg ulatory accounting practices Capital amounts and classifications are also subject to qualitative judgments by regulators Failure to meet capital requirements can initiate regulatory action Management believes as of December 3 1 2014 the Company and Bank meet al l capital adequacy requirements to which they are subject
Prompt corrective action regulations provide five classifications well capitalized adequately capitalized undercapitalized significantly u ndercapitalized and critically undercapitaized although these terms are not used to represent overall financial condition If adequately capitalized regu latory approval is required to accept brokered deposits If undercapitalized capital distributions are limited as is asset growth and expansion and capital restoration p lans are required At year-end 201 4 and 2013 the most recent reg ulatory notifications categorized the Bank as well capitalized under the regulatory framework for prompt corrective action There are no conditions or events since that notification that management believes have changed the institutions category
44
STAN DARD BANCSHARES I NC AND SUBSI DIARI ES
NOTES TO CONSOLIDATED FI NANCIAL STATEMENTS (in thousands except share data)
Note 20 - Regulatory Matters (Continued)
The Banks actual and required capital amounts and ratios are as follows
To Be Well Capitalized U nder
For Capital Prompt Corrective Actual Adeguac[ Puqoses Action Provisions
Amount Ratio Amount Ratio Amount Ratio As of December 31 2014 Total Capital
(to risk-based assets) Company $271 785 143 $ 152226 80 NA NA Bank 269993 1 42 1 52229 80 $1 90286 1 00
Tier I Capital (to risk-based assets) Company 247887 1 30 76 1 1 3 40 NA NA Bank 246093 129 761 14 40 1 14 171 60
Tier I Capital (to average assets) Company 247887 1 08 92 1 26 240 NA NA Bank 246 093 1 07 92 1 09 240 1 1 5 1 36 2 5 0
As of December 31 2013 Total Capital
(to risk-based assets) Company $246213 1 38 $142344 280 NA NA Bank 244607 1 38 1 42 170 280 $ 1 77713 2100
Tier I Capital (to risk-based assets) Company 223444 126 71 1 72 240 NA NIA Bank 221 838 1 25 71 085 240 1 06628 2 60
Tier I Capital (to average assets) Company 223444 1 03 86430 240 NIA NA Bank 221 838 1 03 86450 240 1 08 063 2 50
45
STANDARD BANCSHARES INC AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (in thousands except share data)
Note 21 - Capital Management
The overall objectives of the Companys capital management are to have the availability of sufficient capital to support loan deposit and other asset and liability g rowth and to maintain capital to absorb unforeseen losses or write-downs that are inherent in the business risk associated within the banking industry The Company seeks to balance the need for higher capital levels to address growth and unforeseen risks and the goal to achieve an adequate return on capital invested
In July 201 3 the federal banking agencies issued a final rule revising the regulatory capital rules applicable to most national banks and federal savings associations as well as their holding companies generally beginning on January 1 201 5 The rule implements the Basel Committees December 201 O framework known as Basel I l l for strengthening the international capital standards as wel l as certain p rovisions of the Dodd-Frank Act The final ru le implements a revised definition of regu latory capita l a new common equity Tier 1 minimum capital requirement of 450 and a higher minimum Tier 1 capital requirement of 600 (which is an increase from 400) Under the final rule the total capital ratio remains at 800 and the minimum leverage ratio is 400
Additionally under the final rule in order to avoid l imitations on capital distributions including dividend payments and certain discretionary bonus payments to executive officers a banking organization must hold a 25 capital conservation buffer composed of common equity Tier 1 capital above its minimum risk-based capital requirements The b uffer is measured relative to risk-weighted assets The final rule also enhances risk sensitivity and addresses weaknesses identified by the regulators over recent years with the measure of risk-weighted assets
The new minimum capital requirements will b e effective for the Company on January 1 201 5 whereas the capital conservation buffer and the deductions from common equity Tier 1 capital phase in over time beginning on January 1 201 6
Capital Raise
On February 22 201 3 Standard Bancshares Inc completed its recapitalization by issuing 29864795 shares of common stock at $465 per share for gross proceeds of $ 1 389 million 1 3 548387 of the common shares were issued to the US Treasury (the Treasury) in exchange for the $63 million of Fixed Rate Cumulative Preferred Shares Series A and B The Treasury subsequently sold those shares to I nstitutional Investors at $465 per share An additional 16 316408 of common shares were issued to Institutional Investors and private investors Of the aggregate 29864795 common shares issued 1 9430750 are voting shares and 1 0434045 are mm-voting shares
In conjunction with the recapitalization the Articles of Incorporation of the Company were amended to authorize 20000000 shares of preferred stock at $001 par value No preferred stock has been issued as of December 31 2014
Sto ck Settled Rights (SSRs)
On February 22 201 3 in connection with the recapitalization of the Company the Board of Directors distributed as a dividend in kind 7293407 Stock Settled Rights (SSRs) to the holders of the Common Stock as of the Record Date (November 5 2012) The number of SSRs issued is equal to the product of (i) 03888 and (ii) 18757921 the number Common Shares outstanding as of the Record Date The estimated fair value of the SSRs completed by an independent third party as of September 30 2014 and February 22 201 3 was determined to be approximately $026 per SSR or $1 880 and approximately $021 per SSR or $1 532 respectively Expense recorded related to the SSRs was $1 880 in 2014 No expense was recorded in 201 3
46
STANDARD BANCSHARES INC AND SUBSI DIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (in thousands except share data)
Note 21 - Capital Management (Continued)
Stock Settled Rights (SSRs) (Continued)
The SSRs are structured as common stock dividends to be paid to certain common shareholders of the Company under specific conditions The amount of common stock to be distributed is determined by a formula that considers among other things the value of the outstanding common stock at the Settlement Date Settlement Date is defined as the earlier of (i) the date a liquidity event (an I POrecapitalization or a sale of control) occurs during the term of the SSRs and (ii) the SSR Expiration Date (February 22 201 8) The SSRs will be exercised based on the value of the common shares at that time subject to the Settlement Rate formula
The Accretion Rate is a component of the Settlement Rate It is either an middotannual rate of 80 or 120 with the value determined by the cum ulative economic losses that occur in the loan portfolio from June 30 201 1 to the time the SSRs are settled
On the Settlement Date the Company shall determine the number of shares of Common Stock issuable upon the settlement of an SSR The Settlement Rate shall be calculated based on a formula that considers among other factors the value per share of the common stock on a fully diluted basis reduced by the accretion rate with that number divided by the value per share of common stock on a fully diluted basis
If the Settlement Rate is greater than zero the Company shall issue and deliver to each of the SSR Holders a number of shares of Common Stock equal to the product of (i) the Settlement Rate multiplied by (ii) the number of SSRs held by such H older as reflected in the SSR register as of the close of business on the last Business Day prior to such Settlement Date
In connection with the occurrence of a Liquidity Event on or prior to the Expiration Date the Board of Directors may at its option and in its sole discretion order the redemption and the Company may redeem the SSRs in whole or in part at the redemption price per SSR based on a formula that considers the price per share of Common Stock at which the Company is valued on a fully diluted basis in connection with such Liquidity Event as determined in good faith by the Independent Committee plus a l l cash dividends paid oil the common stock from the date of issuance of the SSRs less $465 accreting on a daily basis at the Accretion Rate
The Company hired an independent third party firm to value the SSRs The following variables were taken into consideration when deriving a value for the SS Rs
1 ) The probability of a liquidity event (sale of control or PO) during the term of the SS Rs 2) The Accretion Rate assigned to the Settlement Rate of the SSRs 3) The estimated value of the Companys common stock at the earlier of a) a liquidity event or b)
the SSR Expiration Date (February 22 201 8) 4) The type of liquidity event that might occur 5) Future value parameters including a) tangible common book value b) earnings and c) market
conditions
The valuation of the common shares at the Settlement Date will depend on the Companys financial condition and the market pricing of financial institution stock both on a stand-alone basis and on a sale of control basis at that time
47
STANDARD BANCSHARES I NC AND SUBSIDIARI ES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (in thousands except share data)
Note 22 - Condensed Financial Statements
The Company was incorporated in I l linois on February 23 1 982 The Company accounts for its investment in subsidiaries under the equity method Under this method the investment is recorded at cost adjusted for the subsidiaries undistributed net income (loss) Presented below are the condensed financial statements of Standard Bancshares I nc (Parent Company Only)
Assets Cash Investment in subsidiaries Other assets
Total assets
CONDENSED BALANCE SH EETS DECEMBER 31 2014 AND 2013
Liabilities and shareholders equity Other liabilities Total stockholders equity
Total liabilities amp stockholders equity
2014 $ 4 163
264242 328
$268733
$ 2685 266048
$268733
CON DENSED STATEMENTS O F I N COME YEARS ENDED D ECEMBER 31 201 4 201 3 AND 201 2
2014 I ncome
Other income $
Expenses 2909 Loss before income taxes and equity in undistributed
earnings of subsidiaries (2909) Income tax benefit 88
Loss before equity in undistributed earnings of subsidiaries (2821)
Equity in undistributed earnings (loss) of subsidiaries 1 7 1 1 5
Net income (loss) 1 4294 Preferred dividends and discount accretion on preferred shares
Net income (loss) applicable to common shareholders $1 4294
48
201 3 $ 2 1 95
248 090 1 944
$252229
$ 322 251 907
$252229
201 3 201 2
$ $ 1
1 747 8539
(1 747) (8538) 291 1 0 1 7
(1 456) (7521) 9 629 (23241) 8 173 (30762) 1 1 24 4090
$ 7049 $(34852)
STAN DARD BANCSHARES INC AND SUBSIDIARIES
NOTES TO CONSOLIDATED FI NANCIAL STATEMENTS (in thousands except share data)
Note 22 - Condensed Financial Statements (Continued)
CONDENSE D STATEMENTS OF CASH FLOWS YEARS ENDED DECEMBER 31 2014 201 3 AND 201 2
Cash flows from operating activities Net income (loss)
Adjustments Equity in undistributed net (income) loss of subsidiaries Amortization Stock based compensation expense ( Increase) decrease in other assets Increase (decrease) in other liabilities
Net cash provided by (used in) operating activities Cash flows from financing activities
Issuance of common stock net of issuance costs Capital contribution to Standard Bank Repayment of note payable Cash Dividends
N et cash provided by financing activities
Net increase (decrease) in cash
Cash - beginning of year
Cash - end of year middot
Supplemental schedule of non-cash financing activities Change in par value on common stock Exchange of preferred stock to common stock
49
2014
$ 1 4294
( 17 1 1 5) 28
782 1 616 2363 1 968
1 968
2 1 95
$ 4 163
$ $
201 3
$ 8 1 73
(9629) 29
441 1 872
(4273) (3387)
68598 (41 500) ( 16 1 00)
(6026) 4972
1 585
6 1 0
$ 2 1 95
$ 4277 $63000
201 2
$(30762)
23241 6 1 67
( 1908) 2 043
( 1 2 1 9)
( 1 2 1 9)
1 829
$ 6 1 0
$ $
FORM FR Y-6
STANDARD BANCSHARES INC
Hickory Hills Illinois Year Ending Dccember31 2014
REPORT ITEM
1 The BHC Is not registered with the SEC Coples of the Annual Report Nil be sent undersepirate cover when completed
2a Organization Chart fo Standard BallCShares Inc
I THE BOULEVARD INC
SL John Indiana 100
JnCQrporated in Indiana
2b Branch Verification
STANDARD BANCSHARES INC Hickory Hills Illinois Jncorporateltl In Illinois
STANDARD BANKAND TRUST COMPANY Hickory Hills llllnois
Incorporated In lllnols 100
I STANDARD REDEVELOPMENT INC
Hickory Hills Illinois 100
Incorporated in Illinois
(Not subject to Y-10 reporting ) Code 91 CE - Liquidation Of debts previously contracted
The branch and lax-kl flStings were emailed to branch revieW on 223115
3 (1) As ofyear-end
Name and Address
Trident SBI Holdings lP Greeffilidl CT
Robert E Gallagher Sr Trust John D Gallagher Trustee Palos Heights IL
The Gallagher Standard Bancshares TR Timolhy J GaJagheuror Trustee Hickory Hitls IL
Pantheon Standard LP San Francisco CA
CohesVe Capital Parners LP New York NY W Capital Partners II LP NewYork NY
Couritrlt of Citizenship or lncorooratlon Number and Percentage Of Voting Serurtties
USA 5662194- 1483
USA 5516086 - 1444
USA 4382666 - 1 t47
USA 3762128-985
USA 2 150537 - S63
USA 2 150537 - 563
Note llle shares in the Robert E Gallagher Sr Tr are voted on by John D Gallagher Director of Standard Bank Tue shares Jn the Gallager Standard Bancshares Tr are voted on by Timolhy J Gallagher Director of Standard Bank
3 (2) OtherSharehofors oat listed in Section 3 (1) above that held more than 5 during the year
None
Resuhs A Ilse of branches forvour holdln1 company STANDARD 8ANCSHARES INC (1245590) or HICKORY HILLS IL
The d1ta are n of 12312014 Data re II Kb information tlat wu received aod processed throuah 01072015
Rconcill1Uon and Vc1Uon St I DI 1 In the DIH Action column of each br111Ch row enter one or mort of the actioru specified below
2 If required enter the date In the Ettcttve Olte column
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Chi nee If the bndl Information Is Incorrect Of Incomplete revt the data enter Chance In the Dita Action column ind the d11te when this infOfmation first became v1lid In the Effective Ote column
am If a bnch listed was sold or clowd enterOose In tht Dita Action column and the s1e or dosured11te In the EtfectW Olte colurm
Olete If a bru1eh listed wu never owntd by this depository Institution enter Delete In the Oeta Acckgtn column
Add If a rt portable brtinch Is mlsslna lnStrt a row add the branch data ald entu Add In the Olt1 Action column and the opening or acquisition date In the Effecttve Date column
If prntln1 this list you m1y need to adjust your page Utup In MS E11ce1 Try using landscape orientation page sollria andor legal sized paper
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Thbull FR Y-10 report may be submitted 1n a hardcopy format or 11ia the FR Ymiddot10 OnH11e application middot httpsylOonllnefederalrerve1ov
bull FDtC UNINUM Office Number and ID_RSSO co1unvu ara for reference only Verification of these values is not required
- - 8nch Suvlce Type Branch 10 RSSO ia- terNeme Street Address City
ok FuUServltefHud Officel 19730 STAN OARD BANK ANO TRUST COMPANY 7800 WEST 9STH STREET HICKORY HILLS
ok Full Service 3202168 BOLINGBROOK BRANCH 282 NORTH WEBER ROAD BOLINGBROOK
ok Limited Strvce 4126065 CALUMET CITY 1968 SIBLEY BOULEVARD CALUMET CITY
FullSetvke 3309928 CLARK STREET 8RANOi 3747 NORnt CLARK STREET atlCAGO
ok FullServiett 474339 EWING BRANOf 10635 SOUTH EWING AVENUE CHICAGO
ok Full Servtce 2079925 HEGWISCH BRANCH 13336 SOUTH BALTIMORE AVENUE CHICAGO
ok limited Se-rvke 20817)5 SOUnt DERRING FACILITY 10535 SOVTH TORRENCE AVENUE CHICAGO
Full Service 4099271 THOREK BRANOi 836 WEST IRVING PARK ROAD OUCAGO
ok Full Service 2121280 COAL CITY BRANot 20 SOUTH KANKAKEE COAlCITY
full Service 2809038 EVERGREEN PARK BRANCH 2400 WEST 95TH STREET EVUtGREEN PARK
ok Full Service 3188909 FRANKFORT BRANCH 19997 LA GRANGE ROAD FRANKFORT
Full5etvice 810436 CiARONERBRANCJ1 118 DEPOT STREET GARDNER
ok FultSrvlct 3188897 JOLIET ampRANCJ1 2398 ESSINGTON ROAO JOLIET
Full Service 3439553 LOClCPORT BRANCH 16545 WEST 159TH STREET LOCKPORT
ok Full Service 290931 LYONSlST AVENUE BRANCH 8601 OGDEN AVENUE LYONS
ok Full Service 3671504 MINOOKA BRANCH 515 WESTUS ROUTE 6 MINOOKA
ok LlmltcServfce 2111338 MOAAIS LISBON BRANCH 1433 USBON STREET MORRIS
ok Full Servkt 2809010 MORRIS ROUTE 6 BRANCH 1111 WEST US ROUTpound 6 MORRIS
Ful1 Servlct 2809047 NAPERVILLE BRANCH 1607 NORTH AURORA ROAD NAPERVILLE
ok full 5ervfce 2809056 NEW LENOX BRANCH 456 NELSON ROAD NEW LENOX
Full sMce 2103129 OAK FOREST BRANOf 15901 SOUTH CENTRAL AVENUE OAX FOREST
ok Full SeMct 3490255 OAK LAWN lllTH BRANOf 4700 WEST 111TH STREET OAK LAWN
ok Full Sfrvlce 2096717 OAK LAWN 95TH BRANCH 4001 WEST 95TH STREET OAK LAWN
ok Full Service 2295538 ORLAND PARK BRANCH lSCXJO SOUTH WOLF ROAD ORLAND PARt
State VpCode
IL 60457
IL 60440
IL 60409
IL E06H
IL 00617
IL 0063
IL 00617
IL 60613
IL 60416
IL 60805
IL 6042
IL 60424
IL 60435
IL 60441
IL 60534
I L 60447
IL 60450
IL 60450
IL 60563
IL 60451
IL 60452
IL 60453
IL 60453
IL 60467
County CawN FDICUNINUM Offb Numberbull Haad otfice Head Office 10 RSSD Comments
COOK UNITEO STATES 10748 0 STANOARO BANK ANO TRUST COMPANY 19730
Will UN ITED STATES 419532 34 STANDARD BANK ANO TRUST COMPANY 19730
COOK UNITED STATES 510611 44 STANDARD BANK AND TRUST COMPANY 19730
COOK UNITpound0 STATES 429662 35 STANDARD BANK ANO TRUST COMPANY 19730
COOK UNITED STATES 12089 18 STANDARD BANK AND TRUST COMPANY 73ltgt
COOK UNITED STATES 244100 20 STANDARD BANK ANO TRUST COMPANY 19730
COOK UNITED STATES 244099 19 STANDARD BANK ANO TRUST COMPANY 19730
COOK UNITED STATpoundS 510612 4S STANDARD BANKANDTRUSTCOMPANV 1973ltgt
GRUNDY UNITED STATES 263852 17 STANDARD SANK AND TRUST COMPANY 730
COOK UNITED STATES 13875 4 STAN OARD BANK AND TRUST COMPANY 19730
Will UNITED STATES 357237 15 STAN OARD BANK AND TRUST COMPANY 19730
GRUNDY UNITED STATES 7234 1 STAN DARO BANK ANO TRUST COMPANY 19730
Will UNITED STATES 238ASA 13 STANDARD BANK ANO TRUST COMPANY 19730
Will UNlTEO STATES 450324 38 STAN OARD BANK AND TRUST COMPANY 19730
COOK UNITED STATES 10912 22 STANDARD BANK ANO TRUST COMPANY 19730
GRUNDY UNITED STATES 465426 42 STANDARD BANK AND TRUST COMPANY 1973ltgt
GRUNDY UNITED STATES 266774 16 STANDARD BANK ANO TRUST COMPANY 1730
GRUNDY UNITED STATES 2243S6 10 STANDARD BANK AND TRUST COMPANY 19730
OU PAGE UNITED STATES 238451 6 STANDARD BANK ANO TRUST COMPANY 19730
Will UNITED STATpoundS 238452 11 STAN OARD BANK ANO TRUST COMPANY 19730
COOK UNTED STATES 244101 21 STANDARD BANK AND TRUST COMPANY 19730
COOK UNITED STATES 441863 36 STANDARD BANK AND TRUST COMPANY 19730
COOK UNITED STATES 238447 1 STANDARD BANK AND TRUST COMPANY 19730
COOK UNITED STATES 238450 5 STANDARD BANt AND TRUST COMPANY 19730
ok Fullrvke 2100379 PALOS 11HH BfANOl 11901 SOUTHWEST HIGHWAY PALOSPARIC ll 00464 COOK UNITED STATES 238448 2 STAN DARO BANK AND TRUST COMPANY 19730
ok rulSltVice 2427544 PALOS lllST BRANCH 9700WEST lllST STREET PALOS PARK ll 00464 COOK UNlTEOSTATES 238449 3 STAN DARO BANK AND TRUST COMPANY 19730
ot llmtedSrvke 3490273 NORTH RIVERSIDE BRANCH BJSOWEST CERMAK ROAD RlvtRSlDE ll COOK UNITED STATES 441864 37 STANDARD BANK AND TRUST COMPANY 19730
ot FuLServke 3202171 SHOREWOOD BRANOl 970 BROOK FOREST AVENUE SHOREWOOD It - t UNITED STATES 419531 33 STANDARD BANICANDTRUSTCOMPANY 19730
ok FulSrvlee 3188918 VILLA PARK BfWIOi 1 WESrRoostVrlTROAD VlltAPARIC It 50181 OUPAGE UNITED STATES 238455 14 STANDARDBANKANDTRUSTCOMPANY 19730
ok FulSrvke WllMINGTON BRANCH lOOSSOUTH WATER STREET WILMINGTON It 004 lt UNITED STATES 238453 12 STANDARD BANK AND TRUST COMPANY 19730
ok Fulfrvk 3197031 CHESTERTON BRANCH middot 755 JNDIAN BOUNDARY ROAD OIESTERTON IN PORTER UNITEDSTAlES 275664 32 STANDARD BANK AND TRUST COMPANY 19730
ok ruUrvic 2161D17 EASTCHCAGO BRANCH 4518 lNOANAPOUS BOULEVARD EAST CHICAGO IN 46312 lAKE UNITEDSTAlES 29 STANDARDSANKANDTRUSTCOMPANY 19730
ok Fulrvk 4913n HAMMOND BRANCH 1007 CALUMET AVENUE HAMMOND IN 46324 AKE UNITEDSTAlES 42227 30 STANDARD BANK AND TRUST COMPANY 19730
Fulrvlc 2161D3S HIGHtAND BRANCH 2930 RIDGE ROAD HIGHLAND IN 46322 UNITEOSTAlES 275659 27 STANDARD BANK AND lRUST COMP AN I 19730
ot Futtsrvke 2161044 LOWHl BRANCH 2090 EAST COMMERICALAVENUE LOWELL IN 463Sfgt21r AKE ONITEDSTAlES 275661 28 STANDARD BANK ANDTRUSTCOMPANI 19730
ok Full Srvlce 3439562 MERRlllVlllE BRANCH 579WESTUNCOlN HIGHWAY MERRlllVlllE IN 46410 AKE ONlEO STATES 450325 39 STANDARD BANK AND TRUST COMPANI 19730
ok Full Srvice 453712 SAINT JOHN BRANCH 9321 WICKER AVENUE SAINT JOHN IN 46373middot00 AKE ONtlEDSTATES 42414 26 STANDARD BANK AND rnusr COMPANY 19730
middot
Report ttem 4 Directors and Office (1) Name amp Address
J-Ohn R Barber New York NY
Christopher Doody Ne-vYork NY
1pound1 Pnncipal Occupation [rtmiddotrmiddotwittl BHC
Mariaging Partner eohesiVe ea pita I
Princlpal Storm Point Capital
(3) (bull) TrtiePosition with BHC Diredor
Director
FORM FR Y-9
STANDARD BANCSHARES INC Fiscal YearEnding Decttmber3112014
(3) lb) ltlePosition wffi1 Subsidiaries
NIA
NIA
(3) (c TrtlePosltlon wttn otherbuslne$es
Managtng Partner Cohesive Capital
Principal Stone Point Ciipitit
bull Stone Point ls the manager of the TriOOnt funds which are investment entities that own 25 or morn of the outstanding voting seairities orinlerests in various companles Mr Doody ls an ernployee and officer of Stone Point and is oo deemed to contror S1oria Point or the Trldent Funds He is not a principal securities holder of Stone Point or the Trident Funds The invstmenl committees of the Trident Funds are responsible for voting the shares or such companies and Mr Doody is not a member of the investment committees of the Trident Fonds A sctiedule of such companies in which U1e Trident funds hnve invested is available upon request
John o Gallagher Ortand Park IL
Managing Genera[ Partner OfdlarU Hill Bldg Co
Director Dior-standarU Bank
Managin9 GenerBi Partner Orchard HlllmiddotB1dg Co President Ordiard Hm Building Co Inc
Managing Member Qnhard Hill Construction LLC
Managing Membelt Austin Construction Co bull LLC
Presdenl Bougton Development Co
President ennStructildeg Co lnc
Prestdenl middot Farmingdare Development eomiddot
middotana9in middotRa -middot middot fariTijngdre _Mittwo middot
Pldciit_ _ Fam1r9dale Utilify Co_
Managing Partner Frtz91erald Lad lnvestment Ptshp
(4) a) 1w of Voting Shares in BHC
563
middot1483
14450
(4)(o) (4) (b) Names of othfr companitts 4 of Voting (if 25 ormorl voting Shares in Subs securities a held
NIA
NIA
NIA
NIA
NIA
NIA
NIA
NIA
NIA
NIA
Dryden Cons1rudioo Co Inc 100
NIA
NIA
NIA
Frtzgerald Land Investment Plshp 25
(1) Name amp Mdlt=
John D Gallagher CJriand Pru IL
(2) Principal rbull _ BHC1
(3) (b) TdfePosition wiU1 SubsXfiarics
(J)(c TrtiePttSition wTUi other buslncssts
Trustee-Vote 100 Galla171ormiddot Henr)Tnisl
- Gallagher amp Henry Inc
Prumlaquo GaDaQhef Parloecs LP GB4 Jnc
Managing Partner Gl6mwod DevelopmElnt Co
Managmjl farlnelt Heruy Co Managmo Hermann Umd Investment Ptshp
Managing- Kolarlrugtd I lgthp Preltldeot Kokast -kimes Inc
PreSdenl Coo$trixtioo middotmiddot nc
- -MiAdams 400 Investment Ptshp
Msoagir(Q Partner Meifefl1 id lnpoundiiini _Pthp Managing Partner sr middotGod 1nVeslmoo Pbhp Managiog Partnef
-LampftPtshp TruSt6e
ThOGalfaghmiddotorSliujiini middot Trust
(4) (bull) of Voting Shares in BHC
(4) (b) of Voting Shares In SUbs
Names of other companies frf 25 degmom voting securiDes arn heJd NIA
NIA
NIA
NIA
NIA
NIA
NIA
Hennarm Lnnd Investment Ptshp 25
K6irland lovStrnerrlPiStip 25 NIA
NIA
NIA
Laod lNeStrnloi PlShp 25
df1li3 lfjJrlvtrpnt PWiP 25
Land l hp 25
e(Lao1fl PtShp 25_-xmiddotmiddot middot
standard tWesTrust 25 middot
(1) Name amp Address
Tnnothy J GsJlaghet Burr Ridge IL
(2) Principal Occupation [d other than with BHC)
(J) (a) TrltePosifion wtth BHC
(3)(b) TdiePosffion wittl Subskfcuies
OlaHrnan of the Board
(J) (c) TitlePosition with other businees
PreOOeot Brittany Glen Homeownoc l=gtc Suffield Woods Homeowner Assoc FanntngdaJe Viage Com Assoc fumlogdale Vdlage Com Assoc 2 Misty Meadoyenr Homeowner Assoc 1ltings1on Hills liomeOMler Assoc Gallagheramp Henrys Condos Goodiogs Grove Assoc Ganaghcr amp Heruys Goocfings Grove Umbretia Assoc Farmingdale Vil Cooos of Woodridge Homeowner Assoc Radc5ffe rtMe TOvlfflhomes Assoc
BNC OWnefs Assodatioo
Boughton Woodward Commenial Center LLC su-lgle MembeltUC- GB4 i5 member
Union Poirrte Investors Uc Sing1e MemberlLC- Union PcWe Oevclopmeot Co b member
Uoion POOte Buadlog Venture 1lLC Union 00rt lnvestorn LlC ts member Union Pofrrte Buikfing Venlilre 112 LLC Unton Point nveslor lLC is member
Union Pointe Boikfing Venture 3 LLC Union Poinl lnveslors UC is member
standgtnJ Bank -ALm1 Construction Co LlC
Pminlaquo Frtzyerald Lnnd Investment Pbttp
(lt)(bull) ofVotlng Shares in BHC
11520
(4) (b) ofVotiog Shares in Subs
NIA
Names of other companies (If 25 or l1XgtflJ voting securities aro held
NIA NIA NIA NIA NIA NIA NIA WA NIA NIA NIA
WA
NIA
WA
WA
NIA
NIA
WA
NIA
NIA
NIA
WA
WA
(1) =
Timothy J GJJbghctshyBorr Ridge IL
(2) Principal (if oUJef than wtth BHC)
3 (a) TitlePosition wilh BHC (3) 1c) Trtielosilion with other businesses ampcretuy amp Henry Inc
_ GieoMXgtd Developmeot Co
Partner Hermann Land Investment Pt5hp KOOr land Investment Ptstip
Secret3y Kolcast Homes loo
__ Koamp Construction Co Inc
Secrebgty Ordnrd Hin Buikfing Co Inc
Pa1nelt srrvb land 1ovestrnent Pshp -Smotelt Land Investment Ptshp Trustee- Vote 100 The Gollagher stmdafd
Trust
-- uruoo Pointe Development Co
lt4)(a) ofVotiog Shares in BHC
(4) (b) of Voting Shares In Sobs
tfamos of othcreomnk (lf25 ormoro vo6ng sccuritios arc held
NIA
NIA
NIA
Hennano Land Investment Ptshp 25
Kolar land Investment Pshp 25
NIA
NIA
NIA
Maas Land Investment Ptshp 25
McAdams Iand lnv=tmeni Plshp 25
Medema land lnvestme111 Ptshp 25
NIA
NIA
NIA
Slivka land Investment Plshp 25
SmoterUmd I Ptshp 25
Unkio Pointe Devdopmcot Co 25
(11 (21 Pl (a) 3 (b) 3) c) 4 (a) (4)b) Names of othelt com pan Name amp Adqross princi Occupation TJdcPositiorl TJHePositiorl TrticPosIDon of Voting of Voting [If 25 or mon voting
(if other than with Bl tc) wtth SHC with Subsidiaries with other businesses Shares In BHC Shares in Subs securities are heJd
Timothy J GaUagilet Slaquoretmy GB4 Inc SurRXgeIL GB4 lnc 251
Uoioo Polnte Bonding Venture 3 UC NIA Uoiont PoCnt lnves1ocs LLC is member
Lawraooe P Kelley NIA DirododVJCO Chaifman Oamp-edooVlce Chairman NIA 023lt))1 NIA NIA Pltullt IL PreraquoleoUCEO -0-0
standam Bank
Atampief Ko-arldt NIA DirodOlt Dirodoc NIA 0140 NIA NIA 1-fmsdak ll -
Howrd K Priess JI - deg Dirodoc Solo Pradiltgtoelt 0140 NIA NIA NapeMe IL Standard Bank
Owner White Oak Construction LlC Wh4te Oak Construction LLC 100
Robert A RoslKWt NIA Lead ndepcodeot Director oltedoc NIA D140( NIA NIA QOCago u standanl Bank
Charles E Shomo rv NIA deg Ciredor NIA 013lfI( NIA NIA Bur Ridgo IL standam Bank
Patrick J Hunt NIA _ Executive VPCFO NIA 008 NIA NIA Palos Heights IL EVPCfO standanl Bank
deg Scoltzu NIA Asst VPJAssl Asst VPAsst Secy NIA 00CXgt1 NIA NIA
Everyreen Park IL Sea-- SiandagtO Bank
STAN DARD BANCSHARES I NC AND SU BSI DIARIES
NOTES TO CONSOLI DATED FINANCIAL STATEMENTS (in thousands except share data)
Note 1 - Summary of Significant Accounting Policies (Continued)
Investment Securities (Continued)
amount of impairment is split into two components as follows 1) OTII related to credit loss which must be recognized in the income statement and 2) OTII related to other factors which is recognized in other comprehensive income The credit loss is defined as the difference between the present value of the cash flows expected to be collected and the amortized cost basis For equity securities the entire amount of impairment is recognized through earnings
Loans Held for Sale
Mortgage loans originated and intended for sale in the secondary market are carried at the lower of the aggregate cost or fair value as determined by outstanding commitments from investors
Mortgage loans held for sale are generally sold with servicing rights retained Gains and losses on sales of mortgage loans are based on the difference between the selling price and the carrying value of the related loan
Loans
Loans that management has the intent and ability to hold for the foreseeable future or until maturity or payoff are reported at the principal balance outstanding less origination fees - net of costs and an allowance for loan losses Interest income is accrued on the unpaid principal balance Loan origination fees net of certain direct origination costs are deferred and recognized in interest income over the respective term of the loan using the level-yield method without anticipating prepayments
Interest income on mortgage and commercial loans is generally discontinued at the time the loan is 90 days delinquent unless the loan is well-secured and in the process of collection Consumer loans are typically reviewed for charge-off no later than 120 days past due Past due status is based on the contractual terms of the loans Nonaccrual loans and loans past due 90 days still on accrual include both smaller balance homogeneous loans that are collectively evaluated for impairment and individually classified impaired loans In a l l cases loans are placed on nonaccrual or charged off at an earlier date if collection of principal or interest is considered doubtful
All interest accrued but not collected for loans that are placed on nonaccrual or charged off is reversed against interest income The interest on these loans is accounted for on the cash-basis or cost-recovery method until qualifying for return to accrual Loans are returned to accrual status when a l l the principal and interest amounts contractually due are brought current and future payments are reasonably assured
The Bank grants commercial and residential mortgage commercial and consumer loans to customers A substantial portion of the loan portfolio is represented by loans to commercial businesses generally secured by business assets and real estate throughout the Chicago Metropolitan Northwest Indiana and surrounding areas The ability of the Companys debtors to honor their contracts is dependent on the real estate and general economic conditions in this area
Allowance for Credit Losses
The allowance for credit losses is evaluated on a regular basis by management and is based upon managements periodic review of the collectability of the loans in the light of historical experience the nature and volume of the loan portfolio adverse situations that may affect the borrowers ability to repay estimated value of any underlying collateral and prevailing 0conomic conditions The al lowance for loan losses is a valuation a llowance for probable incurred credit losses increased by the provision for loan
9
STANDARD BANCSHARES INC AND SUBSI DIARIES
NOTES TO CONSOLI DATED FINANCIAL STATEMENTS (in thousands except share data)
Note 1 - Summary of Significant Accounting Policies (Continued)
Allowance for Credit Losses (Continued)
losses and recoveries and decreased by charge-off of loans Management believed the estimated allowance for loan losses to be adequate based on known and inherent risks in the portfolio past loan loss experience information about specific borrower situations estimated collateral values economic conditions and other factors Allocations of the allowance may be made for specific loans but the entire allowance is available for any loan that in managements judgment should be charged-off Loan losses are charged against the al lowance when management believes the uncollectability of the loan balance is confirmed
The allowance consists of specific and general components The specific component relates to loans that are individually classified as impaired The general component covers non-impaired loans and is based on a historical migration analysis adjusted for current qualitative environmental factors The Company maintains a loss migration analysis that tracks loan losses and recoveries based on loan type as well as the loan risk grade assignment for commercial loans During 2013 the Company chose to change its methodology for determining the general component of the reserves Previously the portfolio was segmented into four categories and used a straight line three year loss history The Company now uses a migration analysis system that segments the portfolio into six categories incorporates losses by risk grade and the impact of changes in risk grade The system looks at a charge-off and the risk g rade of that loan during the prior eight quarters and then allocates a portion of the loss to the various risk grades The system incorporates charge-offs during the last four eight quarter segments These historical loss percentages are adjusted (both upwards and downwards) for certain qualitative environmental factors including economic trends credit quality trends concentration risks quality of loan review changes in staff and external factors and other considerations This evaluation is inherently subjective as it requires estimates that are susceptible to significant revision as more information becomes available
A loan is impaired when based on current information and events it is believed to be probable that the Company will be unable to collect all amounts due according to the contractual terms of the Joan agreement Loans for which the terms have been modified with no benefit to the Company received and for which the borrower is experiencing financial difficulties are considered troubled debt restructurings (TDRs) and classified as impaired Factors considered by management in determining impairment include payment status collateral value and the probability of collecting scheduled principal and interest payments when due Loans that experience insignificant payment delays and payment shortfalls generally are not classified as impaired Management determines the significance of payment delays and payment shortfalls on a case-by-case basis taking into consideration all of the circumstances surrounding the loan and the borrower including the length of the delay the reasons for the delay the borrowers prior payment record and the amount of the shortfall in relation to the principal and interest owned The Company evaluates impaired loans individually to determine whether or not interest continues to be accrued
All loans with relationship balances exceeding $250000 and an internal risk grading of 6 or worse are evaluated for impairment Generally al l loans over $250000 and on non-accrual will be considered impaired f a loan is impaired a portion of the allowance is al located so that the Joan is reported net at the present value of estimated future cash flows using the loans existing interest rate or at the fair value of collateral less estimated costs to sell if repayment is expected solely from the collateral Large groups of smaller balance homogeneous loans such as consumer and residential real estate loans are collectively evaluated for impairment and accordingly they are not separately identified for impairment disclosures
10
STANDARD BANCSHARES INC AND SU BSIDIARIES
NOTES TO CONSOLIDATED FI NANCIAL STATEMENTS (in thousands except share data)
Note 1 - Summary of Significant Accounting Policies (Continued)
Allowance for Credit Losses (Continued)
While management uses available information to recognize losses on loans further reductions in the carrying amounts of loans may be necessary based on changes in local economic conditions In addition regulatory agencies as an integral part of their examination process periodically review the estimated losses on loans Such agencies may require the Company to recognize additional losses based on their judgments about information available to them at the time of their examination Because of these factors it is reasonably possible that the estimated losses on loans may change materially in the near term However the amount of the change that is reasonably possible cannot be estimated
Transfers of Financial Assets
Transfers of financial assets are accounted for as sales when control over the assets has been relinquished Control over transferred assets is deemed to be surrendered when the assets have been isolated from the Company the transferee obtains the right (free of conditions that constrain it from taking advantage of that right) to pledge or exchange the transferred assets and the Company does not maintain effective control over the transferred assets through an agreement to repurchase them before their maturity
Bank Premises and Equipment
Land is carried at cost Other premises and equipment are carried at cost net of accumulated depreciation Depreciation is computed using the straight-line method based principally on the estimated useful lives of the assets Maintenance and repairs are expensed as incurred while major additions and improvements are capitalized Gains and losses on dispositions are included in current operations
Premises held for sale are carried at the lower of cost or fair value less costs to sell Fair values are based on third-party appraisals of the properties
Mortgage Servicing Rights
When mortgage loans are sold with servicing retained servicing rights are initially recorded at fair value with the income statement effect recorded as income on the sale of loans Fair value is based on market prices for comparable mortgage servicing contracts when available or alternatively is based on a valuation model that calculates the present value of estimated future net servicing income All classes of servicing assets are subsequently measured using the amortization method which requires servicing rights to be amortized into non-interest income in proportion to and over the period of the estimated future net servicing income of the underlying loans
Servicing rights are evaluated for impairment based upon the fair value estimate of the rights as compared to the carrying amount I mpairment is determined by stratifying rights into groupings based on predominant risk characteristics of the underlying loans Such characteristics include loan type loan size interest rate date of origination and loan term Impairment is recognized through a valuation a llowance to the extent that fair value is less than the carrying amount If the Company later determines that a l l or a portion of the impairment no longer exists for a particular grouping a redudion of the a llowance may be recorded as an increase to income The fair value of servicing rights are subject to significant fluctuation as a result of changes in estimated and actual prepayment speeds and default rates and losses For the years ended December 31 2014 2013 and 2012 mortgage servicing rights were determined not to be impaired
1 1
STANDARD BANCSHARES INC AND SUBSIDIARIES
NOTES TO CONSOLI DATED FINANCIAL STATEMENTS (in thousands except share data)
Note 1 - Summary of Significant Accounting Policies (Continued)
Mortgage Servicing Rights (Continued)
Servicing fee income which is reported on the income statement as secondary mortgage income is recorded for fees earned for servicing loans The fees are based on a contractual percentage of the outstanding principal or a fixed amount per loan and are recorded as income when earned The amortization of mortgage servicing rights is netted against secondary mortgage income Servicing fees totaled $969 $878 and $643 for the years ended December 3 1 2014 2013 and 2012 respectively Late fees and ancillary fees related to loan servicing are not material
Other Real Estate Owned
Real estate properties acquired through or in lieu of loan foreclosures are initially recorded at the fair value less estimated selling cost at the date of foreclosure Any write-downs based on the assets fair value at the date of acquisition are charged to the allowance for credit losses After foreclosure valuations are periodically performed by management and property held for sale is carried at the lower of the new cost basis or fair value less cost to sell Impairment losses on property to be held and used are measured as the amount by which the carrying amount of a property exceeds its fair value Costs of significant property
middotimprovements are capitalized whereas costs relating to holding property are expensed The portion of interest costs relating to development of real estate is capitalized Valuations are periodically performed by management and any subsequent write-downs are recorded as a charge to operations if necessary to reduce the carrying value of a property to the lower of its cost or fair value less cost to sell
Federal Home Loan Bank (FHLB) Stock
The Bank is a member of the FHLB Chicago Members are required to own a certain amount of stock based on the level of borrowings and other factors and may invest additional amounts FHLB stock is carried at cost classified as a restricted security and periodically evaluated for impairment based on ultimate recovery of par value When declared cash and stock dividends are recorded as income
Bank Owned Life Insurance
The Company has purchased life insurance policies on certain key executives and officers Bank owned life insurance is recorded at the amount that can be realized under the insurance contract at the balance sheet date which is the cash surrender value adjusted for other charges or other amounts due that are probable at settlement
Goodwill and Other Intangible Assets
Goodwil l resulting from business combinations prior to January 1 2009 represents the excess of the purchase price over the fair value of the net assets of businesses acquired Goodwill resu lting from business combinations after January 1 2009 is generally determined as the excess of the fair value of the consideration transferred plus the fair value of any non-controlling interests in the acquiree over the fair value of the net assets acquired and liabilities assumed as of the acquisition date Goodwill and intangible assets acquired in a purchase business combination and determined to have an indefinite useful life are not amortized but tested for impairment at least annually or more frequently if events and circumstances exists that indicate that a goodwill impairment test should be performed Goodwill totaling $23 987 was fully written off in 2012 Intangible assets with definite useful lives consist of core deposits acquired and are amortized over their estimated useful life of fifteen years to their estimated residual values
12
STANDARD BANCSHARES INC AND SUBSIDIARIES
NOTES TO CONSOLI DATED FI NANCIAL STATEMENTS (in thousands except share data)
Note 1 - Summary of Significant Accounting Policies (Continued)
Derivatives
ASC Topic 815 requires that every derivative instrument be recorded in the balance sheet as either an asset or liability measured at its fair value The guidance requires that changes in the derivatives fair value be recognized currently in earnings unless specific hedge accounting criteria are met The Company provides customers with interest rate swap transactions and offsets the transactions with interest rate swap transactions with inter-bank dealer counterparties Derivative contracts entered into by the Company are limited to those that are treated as non-designated derivative instruments Changes in the fair value of these derivatives are reported in earnings as non interest income
Mot1gage Banking Activities
Commitments to fund individual mortgage loans (interest rate locks) to be sold into the secondary market are taken out on both a best efforts and mandatory basis Mandatory commitments which are not executed are subject to potential pair off fees which reflect the changes in the market value of these commitments should unfavorable rate changes occur The Bank has had a sufficient best efforts commitment pipeline to satisfy any potential fallout of individual mandatory commitments Any pair off fees incurred are not material
Stock-Based Compensation
Compensation cost is recognized for stock options and awards issued to employees based on the fair value of these awards at the date of grant A B lack-Scholes model is utilized to estimate the fair value of stock options Compensation cost is recognized over the required service period generally defined as the vesting period
Income Taxes
Income taxes are provided for the tax effects of the transactions reported in the financial statements and consist of taxes currently d ue plus deferred taxes related primarily to differences between the basis of the a llowance for credit losses other real estate owned non-accrual interest and State net operating loss carryforwards The deferred tax assets and liabilities represent the future tax return consequences of those differences which will either be taxable or deductible when the assets and liabilities are recovered or settled Deferred tax assets and liabilities are reflected at income tax rates applicable to the period in which the deferred tax assets or liabilities are expected to be realized or settled As changes in tax laws or rates are enacted deferred tax assets and liabilities are adjusted through the provision for income taxes The Company files consolidated income tax returns with its subsidiaries
The Company recognizes a tax position as a benefit only if it is more likely than not that the tax position would be sustained in a tax examination including resolution of related appeals or litigation p rocesses The amount recognized is the largest amount of tax benefit that is greater than 50 likely of being realized on examination For tax positions not meeting the more likely than not test no tax benefit is recorded The Company recognizes interest and penalties related to income tax matters in income tax expense
Comprehensive Income
Comprehensive income consists of net income and other comprehensive income Other comprehensive income includes unrealized gains and losses on securities available for sale which are also recognized as separate components of equity
13
STANDARD BANCSHARES INC AND SUBSI DIARIES
NOTES TO CONSOLI DATED FI NANCIAL STATEMENTS (in thousands except share data)
Note 1 - Summary of Significant Accounting Policies (Continued)
Trust Assets and Fees
Assets held in a fiduciary or agency capacity are not included in the consolidated balance sheets since such items are not assets of the Company_ Income from trust fees is recorded when received This income does not differ materially from trust fees computed on an accrual basis
Cash Flows
The Company considers al l cash and due from banks cash advanced under ATM funding agreements interest-bearing deposits in other banks and federal funds sold to be cash equivalents for the purposes of the statements of cash flows
Reclassification
Certain reclassifications have been made in the prior year financial statements to conform with the current year presentation with no effect on net income or shareholders equity
New Accounting Pronouncements
In January of 2014 the Financial Accounting Standards Board (FASB) issued guidance to clarify when an in substance repossession or foreclosure occurs and an entity is considered to have received physical possession of the residential real estate property such that a loan receivable should be derecognized and the real estate property recognized Additionally the guidance requires interim and annual disclosure of the amount of foreclosed residential real estate property held by the entity and the recorded investment in consumer mortgage loans collateralized by residential real estate property that are in the process of foreclosure according to local requirements of the applicable jurisdiction The guidance is effective for annual and interim periods beginning after December 15 2014 and can be applied retrospectively or prospectively Management does n ot expect the adoption of this guidance will materially impact the Companys financial condition resu lts of operations or liquidrty_
In January 2014 the FASB amended existing guidance to eliminate the effective yield election and to 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 Disclosures for a change in accounting principle are required upon transition The amendment is effective for annual and interim periods beginning after December 15 2014 Adoption of this standard is not expected to have a material effect on the Companys financial condition or results of operations
Subsequent Events
Management reviewed subsequent events for recognition and disclosure through March 13 2015 which is the date the financial statements were available to be issued_
14
STANDARD BANCSHARES INC AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (in thousands except share data)
Note 2 - Cash and Cash Equivalents
The Companys banking subsidiary is required by the Federal Reserve Bank to maintain certain average cash reserve balances The required reserve balance at December 31 2014 and 2013 was $1 7889 and $ 1 7 395 respectively
The nature of the Companys business requires that it maintain amounts due from banks federal funds sold and interest-bearing deposits in other banks which at times may exceed federally insured limits Management monitors these correspondent relationships and the Company has not experienced any losses in such accounts
Note 3 - Investment Securities
Carrying amounts and fair values of investment securities were as follows
December 3 1 2014 December 31 2013 Gross Gross Gross Gross
Amortized Unrealized Unrealized Fair Amortized Unrealized Unrealized Fair Cost Gains Losses Value Cost Gains Losses Value
Held-to-maturity
Mortgage-backed $ 266 $ 18 $ $ 284 $ 378 s 25 $ - $ 403 securlties - residential
States and political subdivisions 2230 2230
Trust preferred security 1 392 (342) 1 050 1384 372) 1012
Total held-to-maturity 3888 18 (342) 3564 1762 25 (372) 1 415
Available-for-sale US g overnment-sponsored 1 46410 72 (1 75) 1 46307 1 24245 186 124431
entities and agencies
Mortgage-backed securities - residential 3436 232 3668 1 1287 916 12203
Equity securtties 4235 184 441 9 2235 735 (16) 2954
Total available-for-sale 154081 488 (175) 154394 137767 1837 (16) 139588
Total investment securities $157969 $506 $(517) S157958 $1 39529 $1862 $ (388) $141 003
15
STANDARD BANCSHARES INC AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (in thousands except share data)
Note 3 - Investment Securities (Continued)
The amortized cost and fair value of debt securities at December 31 2014 by contractual maturity are shown below Maturities may differ from contractual maturttie in mortgage-backed securities -residential because the mortgages underlying the securities may be called or repaid without any penalties Equity securities have no maturity therefore these securities are not included in the maturity categories in the following summary
Amounts maturing in
One year or less After one year through five years After five years through ten years Over ten years Mortgage-backed securities - residential Equity securities
Total
Securities Held-to-maturity
Amortized Fair Cost Value
$2155 $2155 75 75
1392 1050 266 284
3 888 3 564
Securities Avaiiable-for-sale
Amortized Fair Cost Value
$ 33447 $ 33486 112963 112821
3436 3668 4 235 4 419
154 081 154 394
Equity securities include $4027 of Community Reinvestment Act (CRA) eligible mutual funds and $392 in Fannie Mae and Freddie Mac preferred stock
The proceeds from sales of securities available-for-sale and the associated gains and losses are listed below for the year ended 2014
Proceeds
Gross gains Gross losses
There were no sales of securities in 2013 or 2012
$6375
611
Investment securities with a carrying value of $115645 and $135656 at December 31 2014 and 2013 respectively were pledged to secure public deposits short-term borrowings and for other purposes required or permitted by law
Information pertaining to securities with gross unrealized losses at December 31 2014 and 2013 aggregated by investment category and length of time that individual securities have been in a continuous loss position follows
16
STANDARD BANCSHARES INC AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (in thousands except share data)
Note 3 - Investment Securities (Continued)
Less Than 1 2 Months
December 31 201 4
Held-to-maturity Trust preferred security
Available-for-sale US government-sponsored
entities and agencies
Fair Value
$
$76908
Gross Unrealized
Losses
$
$(1 75)
1 2 Months or Greater
Fair Value
$ 1 050
$
Gross Unrealized
Losses Fair Value
$(342) $ 1 050
$ $76908
Total Gross
Unrealized Losses
$ (342)
$ (1 75)
Less Than 1 2 Months 1 2 Months or Greater Total Gross Gross Grnss
Fair Unrealized Unrealized Unrealized December 31 2013 Value Losses Fair Value Losses Fair Value Losses
Held-to-maturity Trust preferred security $ $ $ 1 012 $(372) $ 1 0 1 2 $ (372)
Available-for-sale Equity securities $1 984 $ (1 6) $ $ $ 1 984 $ (1 6)
Management evaluates securities for other-than-temporary impairment at least on a quarterly basis and more frequently when economic or market concerns warrant such evaluation Consideration is given to (1) the length of time and the extent to which the fair value has been less than cost (2) the financial condition and near-term prospects of the issuer and (3) the intent and ability of the Company to retain its investment in the issuer for a period of time sufficient to allow for any anticipated recovery in fair value
The Company had seventeen securities in a loss position at December 31 2014 One security is a trust preferred security with an amortized cost of $1 392 and an unrealized loss of $342 The other sixteen securities are government sponsored entity and agency securities with an amortized cost of $77083 and an unrealized loss of $175
The unrealized loss on the trust preferred security and government-sponsored entities and agencies were related to changes in interest rates and illiquidity in the financial services industry Management has evaluated the prospects of the issuer in relation to the severity and duration of the impairment Based on that evaluation and managements ability and intent to hold those investments for a reasonable period of time sufficient for a forecasted recovery of fair value management does not consider those investments to be other-than-temporarily impaired at December 31 201 4
17
STANDARD BANCSHARES INC AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (in thousands except share data)
Note 4 - Loans
Major Classifications of loans are as follows
Construction and land development Commercial Commercial real estate non-owner occupied Commercial real estate owner occupied Residential real estate Consumer
Total
Origination fees - net of costs Allowance for credit losses
Loans net
201 4 $ 110343
449341 427043 569269 1 18612
97066
1 771 674
( 1 023) (26320)
$1744331
2013 $ 140294
324898 4 1 9775 550900 1 1 7 343 1 08664
166 1 874
(984) (40895)
$161 9995
Construction loans are generally based upon estimates of the cost and value associated with the construction of the property Construction loans often involve the disbursement of substantial funds with repayment primarily dependent upon the success of the completed project Sources of repayment for these types of loans may be permanent loans from long-term lenders or sales of developed property Generally these loans have a higher risk profile than other real estate loans due to their repayment being sensitive to real estate values interest rate changes governmental regulations of real property demand and supply of similar projects the availability of long term financing and changes in general economic condition
Commercial loans are primarily lines of credit and equipment loans that are secured by accounts receivable inventory fixed assets and sometimes with real estate These loans are repaid through the operating cash flow of the company The increase in commercial loans was due to generally improved business activity resulting from the stabilizing economy and our focus on generating growth in this category of lending in order to better diversify our commercial portfolio Commercial loans are underwritten after evaluating and understanding the borrowers ability to operate its business
Underwriting standards are designed to ensure repayment of loans and mitigate loss exposure As part of the underwriting process the Company examines current cash flows to determine the ability of the borrower to repay its obligations as agreed Commercial loans are primarily made based on the identified cash f lows of the borrowers and secondarily on the underlying collateral provided by the borrower
Commercial real estrite locins consisted primarily of loans to business owners and developersinvestors in owner and non-owner occupied commercial properties The Company classifies the properties into owner-occupied which represents loans where more than 50 of the rental income is from the owner of the property or a related company and non-owner occupied represents loans where less than 50 of the rental income is from the owner of the property Non-owner occupied can include 5-unit or more apartment buildings retail office buildings hotels warehouse and industrial properties Repayment will come from the rental income paid by the tenants or owner Commercial real estate loans are subject to underwriting standards and processes similar to commercial loans in addition to those standards and processes specific to real estate Commercial real estate lending typically involves higher loan principal amounts and the repayment of the loans is largely dependent upon the successful operation of the property securing the loan or the business conducted on the property securing the loan Commercial real estate loans may be more adversely affected by conditions in the real estate market or in the general economy The properties securing the Companys commercial real estate portfolio are diverse in terms
1 8
STANDARD BANCSHARES INC AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (in thousands except share data)
Note 4 - Loans (Continued)
of type and geographic location within our market area Management monitors and evaluates real estate loans based on cash flow collateral location and risk grade criteria
The residential real estate portfolio consists of 1-4 family first lien loans secured by the borrowers home and are generally within our market area Any loans outside our market area are to customers with homes or businesses in our market areas
The consumer loans consist of loans to individuals for consumer purposes home equity loans home equity lines of credit and second mortgages Consumer loans are centrally underwritten utilizing various loan policy guidelines that take into consideration the borrowers ability to repay and the collateral offered
At December 31 2014 and 2013 certain officers directors and companies in which they have beneficial ownership were indebted to the Bank in the aggregate amount of $32267 and $36457 respectively During 2014 no new loans were made to such related parties and net repayments on existing loans amounted to $4 1 90 During 2013 new loans made to such related parties amounted to $389 and net repayments on existing loans amounted to $2082
19
STANDARD BANCSHARES INC AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (in thousands except share data)
Note 4 - Loans (Continued)
All owance fo r Credit L osses
Following is a summary of the activity in the allowance for credit losses
Commercial Commercial Real Estate Real Estate Non-owner Owner Residential
December 31 2014 Construction Commercial Occu12ied Occu12ied Real Estate Consumer Total
Allowance for loan losses
Beginning balance $ 16575 $ 2072 $ 3390 $ 1 2255 $ 3545 $ 3057 $ 40895
Provision for credit losses (1 945) 1981 5370 (3859) 193 1 228 2967
Loans charged-off (1 1 039) ( 1 717) (4247) (2632) (475) (994) (211 04)
Recoveries 2 833 _llsect 200 __sectQ __fil1_ 3 562
Total ending allowance balance $_JJA23 L2A28 $_A79j_ $ 5 955 $ 3 323 $ 26 320
Commercial Commercial Real Estate Real Estate Non-owner Owner Residential
December 31 2013 Construction Commercial Occu12ied 0CCUQied Real Estate Consumer Total
Allowance for loan losses
Beginning balance $17755 $ 4168 $ 1 3052 $ 18109 $ 3317 $ 2805 $ 59206
Provision for credit losses 6401 (724) (839) 2310 742 861 8751
Loans charged-off (7635) (1472) (1 0720) (8237) (515) (659) (29238)
Recoveries _M __jQQ ---1sectfil 74 __ 1 -2Q --2J1sect Total ending allowance balance $16 57S $2J)72 $ 3 390 $ 12 256 L351s UD57 $ 40 895
Commercial Commercial Real Estate Real Estate Non-owner Owner Residential
December 31 2012 Construction Commercial Occu12ied 0CCUQied Real Estate Consumer Total
Allowance for loan losses
Beginning balance $13016 $ 3214 $ 5275 $ 11620 $ 1975 $ 1860 $ 36960
Provision for credit losses 791 6 4614 8620 6815 3149 2270 33384
Loans charged-off (6354) (3937) (917) (401) (1841) (1362) (14812)
Recoveries ---11lZ _____fl_ 74 75 ___M ___E 3 674
Total ending allowance balance $1L155 $A1fill iil3 052 gt rn ms $ 3 3JZ $ 2 605 $ 59 206
20
STANDARD BANCSHARES INC AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (in thousands except share data)
Note 4 - Loans (Continued)
The following tables present the balance of the allowance for loan losses and the recorded investment in loans by portfolio segment and based on impairment method
December 31 201 4
Allowance for Joan losses
Ending balance individually evaluated for impainnent
Ending balance collectively evaluated for impainnent
Total ending allowance
Loans Ending balance individually evaluated
for impainnent Ending balance collectively evaluated
for impainnent
Total ending loan balances
Oecember 31 2013
Allowance for loan losses
Ending balance individually evaluated for impainnent
Ending balance collectively evaluated for impainnent
Total ending allowance
Loans Ending balance individually evaluated
for impainnent Ending balance collectively evaluated
for impainnent
Total ending Joan balances
Construction
s 5136
1 287
_$ 6 423
$ 20252
90 091
$jj0 343
Construction
$ 14662
1 913
_$ J6 szs
$ 35249
1 05 045
S140 29plusmn
Commercial
$ 601
1 827
_$ 2 428
$ 871
448470
$449 34j
Commercial
$ 461
1 6 1 1
$ 2 OZ2
$ 2294
322604
$32plusmn 888
2 1
Commercial Real Estate Non-owner Occupied
$ 1 373
3 41 8
$ 4Z9J
$ 1 5345
411 698
$427 043
Commercial Real Estate Non-owner Occupied
$ 1 865
1 525
$ 3 390
$ 1 5176
404 599
$4J9 ZZ5
Commercial Real Estate
Owner Occupied
$ 5 1 6
5 449
_$ 5 965
$ 6706
562563
$569 269
Commercial Real Estate
Owner Occupied
$ 3331
8 925
$ j2 256
$ 1 7201
533699
$550 900
Residential Real Estate
$ 1 665
1 658
$ 3 323
$ 5795
1 1 2817
$118 612
Residential Real Estate
$ 1 496
2 049
$ 3 545
$ 3799
1 1 3 544
S1H 343
Consumer Total
s 2 160 s 1 1 451
1 230 14 869
_$ 3 GO $ 76320
s 4377 $ 53346
92689 1 71 8328
_$ 97 066 $j Vj 674
Consumer Total
s 1 334 $ 23149
1 723 17 746
$ 3 057 $ 40 895
$ 3592 $ 77311
1 0 5072 1 584 563
S10B 664 S1 661 8Z4
STANDARD BANCSHARES INC AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (in thousands except share data)
Note 4 - Loans (Continued)
The following tables present loans individually evaluated for impairment by class of loans
Unpaid Allowance for Average Principal Recorded Loan Losses Recorded
December 31 2014 Balance Investment Allocated Investment
Wrth no related allowance recorded Construction $1 4349 $ 2200 $ $ 2824
Commercial 1 866 266 623
Commercial real estate non-owner occupied 12128 1 0392 1 1 282
Commercial real estate owner occupied 1 0541 3771 3617
Residential real estate 999 999 1 1 58
Consumer 2 557 ____1MQ --- -----1m Subtotal $42440 $1 91 87 _$ __
- $20780
With an allowance recorded
Construction $24344 $1 8052 $5 136 $27023
Commercial 605 605 601 1 498
Commercial real estate non-owner occupied 7149 4953 1 373 4132
Commercial real estate owner occupied 3163 2935 5 1 6 8607
Residential real estate 4796 4796 1 665 3736
Consumer _____bill_ _____bill_ ____lJ_sectQ 2 997
Subtotal $42875 $34159 $1 1 451 $47993
Construction $38693 $20252 $5136 $29847
Commercial 2471 871 601 2121
Commercial real estate non-owner occupied 1 9277 1 5345 1 373 1 5414
Commercial real estate owner occupied 1 3704 6706 5 1 6 1 2224
Residential real estate 5795 5795 1 665 4894
Consumer 5 375 4 377 ____lJ_sectQ 4 273
Total $1U51 S6JUL1
22
Interest Income
Recognized
$ 460
69
361 2 1 9
5 1
___g $ 11 92
$ 325 1 1
72
1 1 5
1 20
$ 676
$ 785
80
433
334
1 71
-----2i $1 868
STANDARD BANCSHARES INC AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (in thousands except share data)
Note 4 - Loans (Continued)
Unpaid Allowance for Average Interest
Principal Recorded Loan Losses Recorded Income December 31 201 3 Balance Investment Allocated Investment Recognized
With no related allowance recorded Construction $ 3440 $ 2790 $ $ 6783 $ 1 5
Commercial 1 761 1 761 1 828 76
Commercial real estate non-owner occupied 9051 9051 1 0068 410
Commercial real estate owner occupied 3664 341 3 1 368 84
Residential real estate 1 284 1 284 1 254 26
Consumer 1 477 ------1Jn --- ____1dQsect_ ___2Q Subtotal $20677 $1 9426 L____ $22809 LJill
With an allowance recorded
Construction $41 71 0 $32459 $1 4662 $32 188 $ 671
Commercial 533 533 461 499 6
Commercial real estate non-owner occupied 6125 6125 1 865 1 1 128 45
Commercial real estate owner occupied 20172 1 3788 3331 1451 6 318
Residential real estate 25 1 5 251 5 1 496 2170 1 01
Consumer 2 465 2 465 Subtotal $73520 $57885 $23149 $62354 llill
Construction $45150 $35249 $14662 $38971 $ 686 Commercial 2294 2294 461 2327 82
Commercial real estate non-owner occupied 1 5176 1 5176 1 865 21 1 96 455
Commercial real estate owner occupied 23836 17201 3331 15884 402
Residential real estate 3799 3799 1 496 3424 1 27
Consumer 3 942 3592 3 361 ___sectpound Total $M1_9Z $77 311 $23 149 $ll_5_1fill $1 814
23
STANDARD BANCSHARES INC AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (in thousands except share data)
Note 4 - Loans (Continued)
Unpaid Allowance for Average Interest
Principal Recorded Loan Losses Recorded Income December 31 2012 Balance I nvestment Allocated I nvestment Recognized
With no related allowance recorded Construction $ 2712 $ 1 819 $ $ 3600 $ 346
Commercial 1 763 1 410 1 931 7
Commercial real estate non-owner occupied 1 448 1 448 2451 1 5
Commercial real estate owner occupied 2238 2238 9805 60
Residential real estate
Consumer ---1Jlllli - ---1Jm --- ---
Subtotal $1 0056 $ 741 3 L___ $1 9690
With an allowance recorded Construction $43737 $ 39645 $12359 $45048 $ 455
Commercial 270 270 271 276
Commercial real estate non-owner occupied 27925 27489 1 1 777 20670 709
Commercial real estate owner occupied 4584 4584 1 782 4252 88
Residential real estate 3824 1 622 802 3842 88
Consumer 2885 ____LlQsect ______lQg Subtotal $83225 $ 7481 6 $27300 $76986 $ 1 373
Construction $46449 $41 464 $1 2359 $48648 $ 801 Commercial 2033 1 680 271 2207 7
Commercial real estate non-owner occupied 29373 28937 1 1 777 23121 724
Commercial real estate owner occupied 6822 6822 1 782 14057 148
Residential real estate 3824 1 622 802 3842 88
Consumer 4 780 1 704 ______lQg _isectQ1 ___TI Total Sfil281 $R222_9_
Interest income recognized includes interest accrued and collected on the outstanding balances of accruing impaired loans as well as interest cash collections on non-accruing loans and impaired loans for which the ultimate collectability of principal is not certain
24
STANDARD BANCSHARES INC AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (in thousands except share data)
Note 4 - Loans (Continued)
The following is an analysis of the age of the recorded investment in past due and nonaccrual Joans
December 31 2014
Construction
Commercial Commercial real estate
non-owner occupied Commercial real estate
owner occupied Residential real estate
Consumer
Total
December 31 201 3
Construction
Commercial Commercial real estate
non-owner occupied Commercial real estate
owner occupied
Residential real estate
Consumer
Total
Credit Qu ality Indicators
30-59 days
$ 398
714
122 726
1 457
30-59 days
$
1 89
41
61
907
_____sectQl_ $2 061
90 days or more past
due and 60-89 days accruing
$ 72 $
1 53
290 533
1 1 5 944 1 5
_filsect ___fil_ S2115 $_Z1fi
90 days or more past due and
60-89 days occruing
$ 672 $
66
770
395 1 9
886 248
-11sect _____sect $2 907 $_3j_Q
Total Past Current Non-accrual Due Loans Total
$20252 $20722 $ 89621 $ 1 1 0343
871 1 738 447603 449341
7291 81 1 4 41 8929 427043
26 1 2 2849 566420 569269 6424 8109 1 1 0503 1 1 861 2
4 039 6235 90 831 97 066
$41 489_ $1 723 907 $1 V1 674
Total Past Current Non-accrual Due Loans Total
$1 7361 $18033 $ 1 22261 $ 1 40294
479 734 324164 324898
6230 7041 412734 41 9775
131 08 13583 537317 550900
551 8 7559 1 09784 1 1 7343
4 1 76 5200 1 03 464 1 08 664
$52 150 $1 609 724 $1 661 874
The Company categorized its non-homogenous Joans into risk categories based on relevant information about the ability of borrowers to service the debt such as among other factor$ current financial information historical payment experience credit documentation public information and current economic trends The Company analyzes loans individually by classifying the Joan as to credit risk This analysis is done annually on a Joan by loan basis The Company uses the following definitions for classified risk ratings
Pass Loans classified as Pass are considered to be performing Joans that have adequate cash flow andor collateral based upon our underwriting process
Special Mention Loans classified as special mention have a potential weakness that deserves managements close attention If left uncorrected these potential weaknesses may result in deterioration of the repayment prospects for the Joan or of the institutions credit position at some future date
25
STANDARD BANCSHARES INC AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (in thousands except share data)
Note 4 - Loans (Continued)
Substandard Loans designated as substandard are inadeq uately protected by the current net worth and paying capacity of the obligor or the collateral pledged if any Loans have a wellshydefined weakness or weaknesses that jeopardize the liquidation of the debt They are characterized by the distinct possibility that the Bank will sustain some loss if the deficiencies are not corrected
Performing Not Rated Loans classified as Performing Not Rated are considered to be performing loans at the time of u nderwriting but historically ones in which we do not obtain updated financial information after the loans are originated These are generally consumer loans first mortgage home loans and home equity loans
Loans not meeting the criteria above are analyzed individually as part of the above described process and are considered to be unclassified loans Based on the most recent analysis perfornied the loan risk classifications are as follows
Special Performing December 31 2014 Pass Mention Substandard Not Rated Total
Construction $ 80127 $ 7719 $ 21249 $ 1 248 $ 1 1 0343
Commercial 442867 4915 1 559 449341
Commercial real estate non-owner occupied 399762 1 8880 8401 427043
Commercial real estate owner occupied 531 31 5 27295 1 0659 569269
Residential real estate 29747 1 1 9 8250 80496 1 1 8612
Consumer 8 91 0 312 5 939 81 905 97 066
Total $1 192 728 $ 59240 $ 56 057 SJ63 649 S1 ZZJ 6H
Special Performing December31 2013 Pass Mention S ubstandard Not Rated Total
Construction $ 90330 $ 9396 $ 37394 $ 3174 $ 1 40294
Commercial 309074 1 0445 4489 890 324898
Commercial real estate non-owner occupied 400738 10570 8467 419775
Commercial real estate owner occupied 502095 1 0840 37965 550900
Residential real estate 3567pound 1 09 7881 73677 1 17 343
Consumer 9 099 -----1fill 7 828 89 826 1 08664
Total SJ 47 OJ2 M32Z1 $104 021 S167 567 $1 661 871
The Bank considers the performance of the loan portfolio and its impact on the allowance for loan losses For residential and consumer loan classes the Bank evaluates credit q uality based on the payment and aging status of the loan Payment status is reviewed on a q uarterly basis with respect to determining adequacy of the allowance for Joan losses
26
STAN DARD BANCSHARES INC AND SUBSI DIARIES
NOTES TO CONSOLI DATED FI NANCIAL STATEMENTS (in thousands except share data)
Note 4 - Loans (Continued)
Tro ubled Debt Restructurings (TOR)
Loans classified as TD Rs totaled $1 8541 as of December 31 201 4 of which $1 5665 were performing and $2876 were on non-accrual loans classified as TDRs totaled $1 8095 as of December 31 201 3 of which $1 6596 were performing and $1 499 were on non-accrual
The Bank has allocated $1 797 and $ 1 3 1 4 in specific reserves to customers whose loan terms have been modified in troubled debt restructurings as of December 31 201 4 and 201 3 The Bank has committed to lend additional amounts of $45 and $26 as of December 31 201 4 and 201 3 to customers with outstanding loans that are considered to be troubled debt restructurings These loans involved the restructuring of terms to allow customers to mitigate the risk of foreclosure or default by meeting a lower loan payment requirement based upon their current cash flow These may also include loans that renewed at existing contractual rates but below market rates for comparable credit For commercial loans these m odifications typically include a lowering of the interest rate on the loan In some cases the modification will include separating the note into two notes with the first note structured to be supported by current cash flows and collateral and the second note made for the remaining unsecured debt The second note is charged off immediately and collected only after the first note is paid in full This modification type is commonly referred to as an A-B note structure For consumer mortgage loans the restructuring typically includes a lowering of the interest rate to provide payment and cash flow relief For each restructuring a comprehensive credit underwriting analysis of the borrowers financial condition and prospects of repayment under the revised terms is performed to assess whether the structure can be successful and that cash flows will be sufficient to support the restructured debt Anmiddot analysis is also performed to determine whether U1e restructured loan should be on accrual status Generally if the loan is on accrual at the time of restructure it will remain on accrual after the restructuring In some cases a nonaccrual loan may be placed on accrual at restructuring if the loans actual payment h istory demonstrates it would have cash flowed under the restructured terms After six consecutive payments under the restructured terms a nonaccrual restructured loan is reviewed for possible upgrade to accruing status
As with other impaired loans an al lowance for loan loss is estimated for each TOR based on the most likely source of repayment for each loan For impaired loans secured by real estate that are collateral dependent the allowance is computed based on the fair value of the underlying collateral For impaired loans where repayment is expected from cash flows from business operations the allowance is computed based on a discounted cash flow computation
27
STANDARD BANCSHARES INC AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (in thousands except share data)
Note 4 - Loans (Continued)
Troub led Debt Restructurings (TOR) (Continued)
The following table presents loans by c lass modified as troubled debt restructurings that occurred during the years ended December 31 2014 and 2013
Pre- Post-modification modification
Number outstanding outstanding 2014 of loans recorded recorded
investment investment Construction 1 $ 706 $ 813 Commercial real estate owner occupied 2 483 564 Residential real estate 3 1206 1 206 Consumer 5 563 563
Total 11 $2958 $3146
2013 Commercial real estate non-owner occupied 3 $14371 $ 8 670 Commercial real estate owner occupied 3 3505 3581 Commercial 2 1758 1804 Residential real estate 1 403 403
Total 9 $20037 $1 4458
The troubled debt restructurings modified in 2014 and 2013 described above increased the allowance for credft losses by $784 and $317 and did not result in any post-modification charge offs during the years ended December 31 2014 and 2013 respectively
28
STAN DARD BANCSHARES I NC AND SUBSIDIARI ES
NOTES TO CONSOLI DATED FI NANCIAL STATEMENTS (in thousands except share data)
Note 4 - Loans (Continued)
Tro uble d Debt R estructurings TOR ) (Continued)
The following table presents troubled debt restructurings by class and type of modification that occurred during the years ended December 31 2014 and 2013
AB Note Rate Restructure Reduction
2014 Construction $ $ -
Commercial real estate owner occupied 48
Residential Real Estate Consumer 218
Total $ $266
AIB Note Rate Restructure Reduction
2013 Commercial real estate non-
owner occupied $13901 $ 470 Commercial real estate
owner occupied 3073 Commercial 1758 Residential Real Estate 403
Total $13901 $5704
29
Rate Reduction
To Pay amp Advance Taxes of Funds
$ $ 706
435
$435 $ 706
Rate Reduction
To Pay amp Advance Taxes of Funds
$ $
432
$432 $
I nterest Only
Period
$
1206 345
$1551
I nterest Only
Period
$
$
Total
$706
483 1206
563 $2958
Total
$14371
3505 1758
403 $20037
STANDARD BANCSHARES I NC AND SUBSI DIARIES
NOTES TO CONSOLI DATED FINANCIAL STATEMENTS (in thousands except share data)
Note 4 - Loans (Continued)
Troubled Deb t Restru cturings (TOR) (Continued)
The following table presents loans by class modified as troubled debt restructurings for which there was a payment default within twelve months fol lowing the modification during the year ended December 3 1 2014 There were no payment defaults within twelve months following the modification during the year ended December 31 201 3
2014 Commercial
N umber of loans
1
Recorded Investment
$1 600
The troubled debt restructurings that subsequently defaulted in 2014 described above increased the allowance for credit losses by $233 during the year ended December 31 2014 In 2013 there were no troubled debt restructurings for which there was a payment default within twelve months following the modification The troubled debt restructurings resulted in $1600 of charge offs during the year ended December 31 201 4 The troubled debt restructurings did not result in any charge offs during the year ended 2013
Note 5 - Mortgage Servicing Rights
Following is a summary of the activity for mortgage servicing rights
Beginning balance Costs capitalized Accumulated amortization
Ending balance
2014 $ 2726
544 (835)
$ 2 435
2013 $ 2169
1 339 (782)
$ 2 726
2012 $ 1525
1434 (790)
$ 2 169
The aggregate fair value of mortgage servicing rights is based on fundamental analysis and the present value of expected future cash inflows In estimating fair value assumptions have been made regarding prepayment default and interest rates Mortgage servicing rights do not trade in an active market with readily observable prices The Company uses an independent third party to determine the fair value of mortgage servicing rights by estimating the fair value of the future cash flows associated with the mortgage loans being serviced Key economic assumptions used in measuring the fair value of mortgage servicing rights include but are not limited to prepayment speeds discount rates delinquencies and costs to service
A fair market estimate was completed by an independent third party in November 201 4 to determine the amount at which the asset could be exchanged in a current transaction between willing parties other than in a forced liquidation or sale Fair value was estimated based in part on the discounted future cash flows estimated to be received The evaluation used a discount rate for each pool of loan servicing rights which is intended to represent the estimated market yield and estimated cash flow for each pool of servicing rights by utilizing an assumed prepayment speed based on the characteristics of each pool No assurance can be given that the actual prepayments will conform to the prepayment speeds assumed The calculated fair value was compared to market values where possible to ascertain the reasonableness of the valuation in relation to the current market expectations
Mortgage servicing rights outstanding Estimated fair value as a percentage of loans serviced Principal value of loans serviced Estimated fair value of servicing rights outstanding
30
201 4 $ 2435
083 $394217 $ 3272
201 3 $ 2726
083 $382221 $ 3 1 72
STANDARD BANCSHARES INC AND SUBSIDIARIES
NOTES TO CONSOLI DATED FINANCIAL STATEMENTS (in thousands except share data)
Note 6 - Premises and Equipment
Major classifications of these assets are summarized as follows
Land Bank premises Furniture and equipment
Accumulated depreciation Premises and equipment - net
2014 $ 21 699
58 179 31 388
1 1 1 266 (50352)
$ 609 14
201 3 $ 2361 0
69 1 33 44467
1 3721 0 (71 428)
$ 65782
Depreciation expense amounted to $3479 $3668 and $3949 in 2014 201 3 and 2012 respectively_
The Company sold land buildings and vehicles for total proceeds of $1 824 $2 and $1 8 resulting in gross gains on sales of $49 1 $1 and $ 1 8 in the years ending December 3 1 2014 201 3 and 201 2 respectively
In December 2014 the Company signed a definitive agreement to enter into a sale-leaseback of land and buildings for two of its locations The Company designated $ 1 462 of premises as held for sale No write-down was taken at the time of transfer as the assets were anticipated to be sold at a gain In February 2015 the Company closed on a transaction a portion of the gain on sale was recognized in non-interest income The remaining gain was deferred and will be amortized into non-interest income over the lease term
Note 7 - Other Real Estate Owned
Activity in other real estate owned is summarized as followsmiddot
Beginning balance Acquired through or in lieu of foreclosure Proceeds from sales Gain (loss) on sales Write down on other real estate owned
Ending Balance
2014 $ 1 2 930
6 035 (2004)
426 ( 1 1 54)
$1 6233
2013 $1 6896
3 912 (51 35)
170 (2913)
$1 2930
201 2 $ 1 1 496
1 2 1 08 (4096)
(1 36) (2476)
$ 1 6 896
Operating expenses associated with other real estate owned net of write-downs on other real estate owned were $498 $1 96 and $976 in 2014 201 3 and 201 2 respectively
Note 8 - Intangibles
Core deposits Accumulated amortization Core deposits net
2014 2013
$ 8946 (7798)
$ 1 148
$ 8946 (7 1 05)
$ 1 841
Amortization expense amounted to $693 $789 and $885 in 2014 2013 and 20 12 respectively Core deposit intangibles are amortized over an estimated life of fifteen years
middot----- l n-201-2-the-Gompany-reGorded-a-ful l-write-down-of-$239g7-of-goodwill-as-it-was-determined-t0-be--shy
impaired_
3 1
STAN DARD BANCSHARES INC AND SUBSI DIARIES
NOTES TO CONSOLI DATED FI NANCIAL STATEMENTS (in thousands except share data)
Note 9 - Bank Owned Life Insurance
The Bank acquired life insurance policies through prior bank acquisitions and by direct purchase At December 3 1 2014 and 2013 the cash surrender value of these policies was $48470 and $47033 respectively No additional l ife insurance was purchased during 2014 or 2013
Note 10 - Deposits
Deposits at December 3 1 2014 and 2013 by major category are as follows
Demand deposits Non-interest-bearing Interest-bearing
Total demand deposits Savings deposits Time deposits Brokered deposits
Total deposits
2014
$ 612646 492 799
1 1 05445 374142 405857 1 08 1 28
$1 993 572
201 3
$ 536325 525 145
1 061 470 36341 8 427815
66 402
$1 91 9 1 05
The aggregate amount of deposits reclassified as loans (overdrafts) amounted to $2548 and $2781 at December 3 1 2014 and 201 3 respectively
Time deposits that met or exceed the FDIC insurance limit of $250 at year-end 201 4 and 2013 were $1 1 0 1 77 and $92681 respectively
At December 3 1 2014 scheduled maturities of certificates of deposit including brokered deposits are as follows
201 5 2016 2017 201 8 201 9 2020 and thereafter
$408455 65585 1 9838
9830 1 0277
$513 985
Deposits from related parties totaled $33614 and $32595 at December 31 2014 and 201 3 respectively
32
STANDARD BANCSHARES INC AND SU BSI DIARIES
NOTES TO CONSOLI DATED FINANCIAL STATEMENTS (in thousands except share data)
Note 1 1 - Advances from Federal Home Loan Bank
There were no outstanding advances with the Federal Home Loan Bank at December 3 1 201 3 The indebtedness to the Federal Home Loan Bank at December 3 1 2014 was $1 5000 consisting of the following fixed rate advances
Due Date
June 27 201 6 June 27 201 6
Total advances
I nterest Rate
057 057
2014
$1 3000 2 000
$1 5 000
Al l advances and letters of credit from the Federal Home Loan Bank (FHLB) were secured by a g eneral lien on qualifying commercial real estate residential mortgages and home equity loans of the Bank Each advance is payable at its maturity date with a prepayment penalty for fixed rate advances Letters of credit outstanding from the FHLB totaled $3872 and $41 946 at year-end 2014 and 201 3 respectively The advances and letters of credit were collateralized by $679990 of commercial real estate and mortgage loans in 2014 and $203845 of mortgage loans under a blanket lien arrangement at year-end 2013 Based on this collateral and the Companys holdings of FHLB stock the Company was eligible to borrow up to a total of $26951 3 at year-end 2014
Note 1 2 - Other I ncome
Other income consists of the following
Gain (loss) on sale of other real estate owned Gain on sale of premises and equipment Debit cardATM fees Trust feesBrokerage Fees Loan fees and commissions Cash management Bank Owned Life Insurance income Miscellaneous income
Total other income
33
2014
$ 426 491
28 1 8 2533
658 2641 1 437
921
lll 1 925
201 3 201 2
$ 1 70 $ ( 1 36) 1 1 8
2935 2829 2364 1 927
680 932 2286 2020 1 437 1 469 1 267 886
ll1 1 1 40 ll 9 945
STANDARD BANCSHARES INC AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (in thousands except share data)
Note 1 3 - Employee Benefit Plans
Profit Sharing
The Companys bank subsidiary maintains a defined contribution 401 (k) Plan Under terms of the Plan employees meeting age and service requirements may elect to have their compensation reduced and have that amount contributed to the Plan as a salary deferral contribution The Bank at its discretion may make a matching contribution to the Plan equal to a u niform percentage of the salary deferral contributions Apart from any matching contribution the Bank may also make a separate discretionary contribution to the Plan The final liability for matching contributions if any is determined after yearshyend requiring the Bank to estimate its discretionary contribution expense at year end Contribution expense recorded by the Bank amounted to approximately $ 1 1 79 $1 254 and $ 1 685 for 2014 201 3 and 201 2 respectively
Non-Qualified Plan
The Bank maintains a non-qualified deferred compensation plan for a select group of management and employees as determined by the Board of Directors Annual awards if any are based o n preshyestablished performance criteria which are communicated to eligible employees Benefits under the Plan vest after a five year period The liability under the Plan was $403 and $503 as of December 3 1 2014 and 201 3 respectively There was n o expense recorded in 2014 2013 o r 2012
Non qualified Sto ck Option Plan
Pursuant to the Capital Raise Investment Agreements on February 1 2 20 1 3 the Board of Directors of the Company adopted the Standard Bancshares Inc Stock Option Incentive Plan to be effective immediately after the Closing of the capital raise (please refer to Note 21 ) Pursuant to the Stock Option Incentive Plan the Compensation Committee of the Board of Directors of the Company is authorized to grant Incentive Stock Option awards Nonqualified Stock Option awards or a combination thereof to certain officers directors consultants or employees of the Company or any of its Subsidiaries or Affiliates aggregating up to 5402524 shares of the Companys common stock
The option price per share of stock purchasable under a stock option shall not be less than 1 00 of the fair market value of the common stock on the day of the grant Stock option vesting is based o n two components 1 ) a time vested option that vests over four years one fourth on each of the first four anniversaries from the option grant date and 2) a performance vested option that vests if there is an exit event resulting in the investor actually realizing an internal rate of return (RR) greater than or equal to 1 2 based on their original investment of $465 per share on February 22 201 3 Vesting is subject to acceleration in certain circumstances The options will expire if not exercised within 1 0 years of the
middot
date of grant and under certain other (employment) circumstances
The fair value of options granted was estimated on the date of grant using the Black Scholes optionsshypricing model using the assumptions noted in the table and commentary below The risk free rate of return is based on the constant maturity yield of a US Treasury note with a fixed rate term of 1 0 years at date of grant The volatility rate is derived from historical index values of publicly-traded commercial banks with assets between $1 and $5 billion Index values of comparably sized companies were used as a proxy because the Companys common stock is not exchange-listed and there is not an active trading market for the common stock The dividend yield assumption is based o n the Companys expected dividend payouts
34
STANDARD BANCSHARES INC AND SUBSIDIARI ES
NOTES TO CONSOLIDATED FI NANCIAL STATEMENTS (in thousands except share data)
Note 1 3 - Employee Benefit Plans (Continued)
Risk free rate of return
2014 20 1 3
275 1 97 Time remaining until expiration of the options Volatility rate
1 O years 1 0 years 1 392 1 587
Dividend yield 000 000
A summary of the activity in the non-qualified stock option plan for 2014 follows Weighted Average
Weighted Remaining Average Contractual
Number of Exercise Term Time Vested Stock Options Shares Price (in years)
2014 Outstanding at beginning of year 1 46651 5 $ 465 915
Granted 1 1 701 95 515 916 Exercised
Expired
Forfeited (23545) 494 870
Outstanding at end of year 2613 165 $ 487 860
Exercisable at end of year 366629 $ 465 815
2013 Outstanding at beginning of year $ Granted 1 466515 465 9 15 Exercised
Expired
Forfeited
Outstanding at end of year 1 465515 $ 465 9 15
Exercisable a t end o f year $
Aggregate Intrinsic Value
$ 1 1 1 8
$ 238
$ 733
$
The weighted average fair value of time vested options granted during 201 4 and 201 3 was $1 21 and $1 3 2 per option respectively
35
STANDARD BANCSHARES INC AND SUBSIDIARI ES
NOTES TO CONSOLIDATED FI NANCIAL STATEMENTS (in thousands except share data)
Note 1 3 - Employee Benefit Plans (Continued)
Performance Vested Stock Options 2014 Outstanding at beginning of year
Granted
Exercised
Expired
Forfeited
Outstanding at end of year
Exercisable at end of year
2013 Outstanding at beginning of year
Granted
Exercised
Expired
Forfeited
Outstanding at end of year
Exercisable at end of year
1 466515
1 170195
(26909)
2609801
1 465515
1 465515
$ 465
515
490
$ 487
$
$ 465
$ 465
$
91 5
91 6
864
860
g_1 5
91 5
$ 1 1 1 8
$
$ 733
$
The weighted average fair value of performance vested options granted during 201 4 and 201 3 was $040 for each year
Time Ve ste d O ption s
The Company recognized $782 and $44 I of stock-based compensation expense related to the granting of time vested stock options for the years ended December 20 14 and 2013 respectively There were no time vested options granted in 2012
As of December 3 1 201 4 there was $2 1 30 of total unrecognized compensation cost related to nonshyvestediime vested options granted underthe Plan The unrecognized cost is expected to be recognized over a weighted-average period of 26 years
Performan ce Veste d O ption s
The value of the performance vested options is a function of 1 ) the likelihood of a n Exit Event and 2) the likelihood of that Exit Event achieving the 1 2 IRR threshold These weighted average probabilities are then m ultiplied by the full value of a time vested option to derive the value of the performance options
The valuation methodology for the performance vested options involved ihree separate analysis
I Sale of control analysis 2 Initial public offering analysis 3 Remain private analysis
There was no expense recorded in 201 4 and 201 3 related to the performance vested options
There were no performance vested options granted in 201 2
36
STANDARD BANCSHARES INC AND SUBSIDIARI ES
N OTES TO CONSOLI DATED FI NANCIAL STATEMENTS (in thousands except share data)
Note 1 3 - Employee Benefit Plans (Continued)
As of December 3 1 2014 there was $1 059 of total unrecognized compensation cost related to nonshyvested performance vested options granted under the Plan The cost is expected to be recognized when it is determined that it is probable that a qualifying Exit Event will occur
Note 1 4 - Commitments
Operating Leases
The Bank leases property at various branch locations unde r terms that are considered to be an operating lease The leases expire in various years through 2020 Office rent expense was $728 $875 and $919 for 2014 2013 and 2012 respectively
Other Co mmitments
The Bank has a contract with a computer seNice company that expires in 201 6 Data processing expense was $2729 $2746 and $2424 for 201 4 201 3 and 2012 respectively
Annual future minimum payments for these agreements are as follows
Note 1 5 - Income Taxes
Year ending December 31 201 5 201 6 2017 20 1 8 201 9 2020 and thereafter
$3037 2884
394 203 1 26
1 6 $6 660
The components of the provision (benefit) for income taxes are as follows
Current Deferred Total Tax Expense (Benefit)
2014 $ 3494
7 1 62 $ 1 0656
201 3 $ 2373
3425 $ 5798
2012 $ 1 306
(6928) $ (5622)
The effective tax rate differs from the federal statutory rate primarily due to the following
Tax at statutory federal income tax rate Tax exempt interest income State income taxes net of federal benefit BOLi income Meals and entertainment Non-deductible expenses Goodwill impairment
201 4
$8483 (133) 1 5 1 6 (486)
77 76
Stock settled rights expense 639
201 3 $ 4750
(82) 766
(486) 84
1 02
2012 $(1 2371 )
(1 08) (866) (500)
79 80
8 1 55
O th enet--=====48=====664=--====(-l --
$1 0656 $ 5798 $ (5622)
37
STANDARD BANCSHARES INC AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (in thousands except share data)
Note 1 5 - Income Taxes (Continued)
The net deferred tax asset included at December 31 2014 and 2013 consists of the following
2014 201 3 Gross deferred tax assets
Allowance for loan losses $19212 $23305 Other real estate owned 2866 49 1 6 Non-accrual loan interest 4064 3 991 State net operating loss 1 835 2358 Accrued compensation 1 938 1 471 Depreciation 1 387 1 412 FNMA amp FHLMC preferred stock 1 270 1 270 Other assets 271 434
Total gross deferred tax assets $32843 $39 157
Gross deferred tax liabilities Purchase accounting adjustments $ 1 069 $ 1 282 Mortgage servicing rights 946 1 060 Unrealized gainloss on AFS securities 1 1 9 692 Other liabilities 1 306 1 31
Total gross deferred tax liabilities $ 3440 $ 3 165
Net deferred tax asset $29403 $35992
At December 31 2014 the Company has $33929 of Illinois net operating loss carryforwards expiring in 2025 and $2330 Indiana net operating Joss expiring in 2025 and 2026 which will be available to reduce future taxable income
The Company does not expect the total amount of unrecognized tax benefrts to significantly change in the next twelve months The Company recognized no interest andor penalties related to tax matters in tax expense
The Company and its subsidiaries are subject to US federal income tax as well as income tax of the state of Illinois and Indiana The Company is no longer subject to examination by taxing authorities for years before 201 0
3 8
STAN DARD BANCSHARES INC AND SUBSIDIARIES
NOTES TO CONSOLI DATED FI NANCIAL STATEMENTS (in thousands except share data)
Note 1 6 - Contingent Liabilities and Commitments
The Company does not reflect in its financial statements various commitments and contingent liabilities which arise in the normal course of business and which involve elements of credit risk interest rate risk and liquidity risk These commitments and contingent liabilities are commitments to extend credit commercial letters of credit and standby letters of credit A summary of the Banks commitments and contingent liabilities at December 31 is as follows
Commitments to extend credit under Unused commercial and other lines of credit Unused equity lines of credit Standby letters of credit
2014 201 3
$262907 46 125 42041
$234893 52905 40284
Commitments to extend credit commercial letters of credit and standby letters of credit a l l include exposure to some credit loss in the event of nonperformance of the customer The Banks credit policies and procedures for credit commitments and financial guarantees are the same as those for extension of credit that are recorded on the consolidated balance sheet Because these instruments have fixed maturity dates and because many of them expire without being drawn upon they do not generally present any significant liquidity risk to the Bank The Bank has not incurred any significant losses on its commitments in either 2014 201 3 or 2012
The Bank is party to litigation and claims arising in the normal course of business Management after consultation with legal counsel believes that the liabilities if any arising from such litigation and claims will not be material to the Companys consolidated financial position
Note 1 7 - Derivatives
D erivative contracts entered into by the Company are limited to those that are treated as non-designated derivative instruments The Company provides customers with interest rate swap transactions and offsets the transactions with interest rate swap transactions with inter-bank dealer counterparties as a means of offering risk management solutions to customers As ofDecember 3 1 2014 there were $6006 outstanding in notional values of swaps where the Company pays a variable rate of interest and the customer pays a fixed rate of interest This position is offset with counterparty contracts where the Company pays a fixed rate of interest and receives a floating rate of interest The estimated fair value of interest rate swaps was recorded as an asset of $207 and as a liability of $214 as of December 31 2014 Swaps with customers and inter-bank dealer counterparties are carried at fair value with adjustments recorded in other income The net effect of fai r value adjustments running through the income statement was immaterial during the year ended December 31 2014 There were no interest rate swap derivatives as of December 3 1 2013
3 9
STANDARD BANCSHARES I NC AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (in thousands except share data)
Note 1 8 - Financial I nstruments Fair Value Disclosure
The fair value measurement accounting Hterature establishes a fair value hierarchy which requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value The standard describes three levels of inputs that may be used to measure fair value
1 Level 1 - Unadjusted quoted mariltet prices in active markets that are accessible at the measurement date for identical unrestricted assets
2 Level 2 - Significant other observable inputs other than Level 1 prices such as quoted market prices for similar assets and liabilities quoted prices in markets that are not active or other inputs that a re observable or can be corroborated by observable market data
3 Level 3 - Signlficant unobservable inputs that reflect a reporting entitys own assumptions about the assumptions that mariltet participants would use in pricing an asset o r liability
A financial instruments level within the fair value hierarchy is based on the lowest level of input that is significant to the fair value measurement
Fair values of assets measured on a recurring basis at December 3 1 2014 and 2013 are as follows
De ce mbe r31 2014 Financial Assets
Securities available-for-sale US government sponsored entities and agencies Mortgage-backed securities - residential Equity securities
Total securities available-for-sale
Derivatives
Financial Liabilities
Derivatives
De ce mbe r 31 2013 Financial Assets Securities available-for-sale
US government sponsored entities and agencies Mortgage-backed secu rities - residential Equity securities
Total securities available-for-sale
Fair Value
$1 46307 3668 4 41 9
$1 54 394
$ 207
$ 214
$ 1 24431 1 2203
2 954 $ 1 39 588
Fair Value Measurements Usin1 Quoted Significant P rices Other
in Active Observable Markets Inputs (Level 1 ) (Level 2)
$
392 $ 392
$ -
$ -
$
$1 46307 3668 4 027
$1 54 002
$ 207
$ 2 1 4
$ 1 24431 12203 1 984
$1 38 61 8
Significant Unobservable
Inputs (Level 3)
$
$
$
$
$
$
As of December 31 2014 and 2013 there were no transfers between levels
40
STANDARD BANCSHARES I NC AND SUBSI DIARIES
NOTES TO CONSOLI DATED FI NANCIAL STATEMENTS (in thousands except share data)
Note 1 8 - Financial I nstruments Fair Value Disclosure (Continued)
The fair values of marketable equity securities available-for-sale are generally determined by quoted market prices in active markets for each specific security (Level 1 measurement inputs) If Level 1 measurement inputs are not available for a marketable equity security the fair value is determined by the quoted market price of a similar security traded in an active market (Level 2 measurement inputs)
The fair values of debt securities available-for-sale are generally determined by matrix pricing which is a mathematical technique widely used in the industry to value debt securities without relying exclusively on quoted market prices for the specific securities b ut rather by relying on the securities relationship to other benchmark quoted securities (Level 2 measurement inputs)
Derivative s
The fair value of derivatives are based o n valuation models using observable market data a s of the measurement date (Level 2) Our derivatives are traded in an over-the-counter market where quoted market prices are not always available Therefore the fair values of derivatives are detenmined using quantitative models that utilized multiple market inputs The inputs will vary based on type of derivative but could include interest rates prices and indices to generate continuous yield or pricing curves prepayment rates and volatility factors to value the position The majority of market inputs are actively quoted and can be validated through external sources including brokers market transactions and thirdshyparty pricing services
Fair values of assets measured on a nonrecurring basis are as follows
Oe ce mbe r31 2014 Other real estate owned net Impaired loans Loans held for sale Mortgage servicing rights
De ce mbe r 31 2013 Other real estate owned net Impaired loans Loans held for sale Mortgage servicing rights
Fair Value
$ 1 6233 41 895
8274 2435
$12 930 54 1 62
5408 2726
Fair Value Measurements Using Quoted Significant Prices Other
in Active Observable Markets Inputs (Level 1 ) (Level 2)
$ $
8274
$ - $
5408
Significant Unobservable
Inputs (Level 3)
$ 1 6233 41 895
2435
$1 2930 541 62
2726
Other real estate owned are initially recorded at fair value less costs to sell when acquired and are subsequently measured at the lower of cost or fair value less estimated costs to sell Fair values are based on third party appraisals of the property or internal valuations on smaller properties using comparable market data and various external resources resulting in a level 3 classification When the carrying value exceeds the fair value less costs to sell an impairment loss is recognized
The fair value of impaired loans secured by real estate with specific allocations of the allowance for loan --------- 1osses-is-generally-based-on--recent-real-estate-appraisals-or-internal-valuations-on-smaller-prnperties--shy
using comparable market data and various external resources These appraisals may utilize a single
41
STANDARD BANCSHARES INC AND SUBSI DIARIES
NOTES TO CONSOLI DATED FI NANCIAL STATEMENTS (in thousands except share data)
Note 1 8 - Financial Instruments Fair Value Disclosure (Continued)
valuation approach or a combination of approaches including comparable sales and the income approach resulting in a level 3 classification
Loans held for sale are carried at the lower of cost or fair value which is evaluated on a pool-level basis The fair value of loans held for sale is determined using quoted prices for similar assets adjusted for specific attributes of that loan or other observable market data such as outstanding commitments from third party investors resulting in a level 2 classification
The Company records its mortgage servicing rights at fair value and includes them in other assets in the Consolidated Balance Sheets Mortgage servicing rights do not trade in an active market with readily observable prices Fair value is based on market process for comparable mortgage servicing contracts when available or alternatively is based on a valuation model that calculates the present value of estimated future net servicing income Key economic assumptions used in measuring fair value of mortgage servicing rights at December 31 2014 included prepayment speeds maturities and discount rates While market based data is used to determine the assumptions the Company incorporates its own estimates of the assumptions market participants would use in determining the fair value of mortgage servicing rights which results in a level 3 classification
De cembe r 31 2014 Assets Cash and cash equivalents Securities held-to-maturity Securities available-for-sale Loans - net Loans held for sale Federal Home Loan Bank stock at cost Accrued interest receivable Derivatives
Liabilities
Deposits Federal Home Loan Bank advances Accrued interest payable Derivatives
De ce mbe r 31 2013 Assets
Cash and cash equivalents Securities held-to-maturity Securities available-for-sale Loans - net Loans held for sale Federal Home Loan Bank stock at cost Accrued interest receivable
Liabi lities Deposits Accrued interest payable
42
Carrying Value
$ 1 99476 3888
1 54394 1 744331
8274 3247 59 1 9
207
$ 1 993572 1 5000
265 214
$ 234 1 83 1 762
1 39588 1 61 9995
5408 3 143 5 576
$1 91 9 1 05 286
Fair Value
$ 1 99476 3 564
1 54394 1 798279
8274 3247 591 9
207
$1 992796 1 4984
265 214
$ 234 1 83 1 41 5
1 39588 1 679668
5408 3 143 5576
$ 1 920335 286
STANDARD BANCSHARES I NC AND SUBSI DIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (in thousands except share data)
Note 1 8 - Financial I nstruments Fair Value Disclosure (Continued)
In estimating the fair value of certain assets and liabilities not previously presented the following assumptions were made
Cash and Cash Equivalents
The carrying amounts of cash and equivalents reported in the balance sheet approximate fair value
Securities
Estimated fair values of securities are based on one of three models 1 ) quoted market prices where available 2) quoted market prices for similar instruments if quoted market p rices are not available 3) unobservable data that represents the Banks assumptions about items that market participants would consider in determining the fair value where no market data is available
L oans
Fair values of loans excluding loans held for sale are estimated as follows For variable rate loans that re-price frequently and with no significant change in credit risk fair values are based on carrying values Fair values for other loans are estimated using discounted cash flow analyses using interest rates currently being offered for loans with similar terms to borrowers of similar credit quality to calculate the present value of future contractual principal and interest cash flows and discounting them back to the present using a discount rate Impaired loans are valued at the lower of cost or fair value as described previously The methods utilized to estimate the fair value of loans do not necessarily represent an exit price
The fair value of loans held for sale is estimated based upon binding contracts and quotes from third party investors
Federal Home Loan Bank (FHLB) Stock
The carrying amounts reported in the balance sheet approximate fair value
Accrued Interest Receivable I Payable
The carrying amounts reported in the balance sheet approximate fair value
Deposits
The fair values disclosed for demand deposits (eg interest and non-interest checking passbook savings and certain types of money market accounts) are by definition equal to the amount payable on demand at the reporting date (ie their carrying amount) The carrying amounts of variable rate fixed-term money market accounts and certificates of deposit approximate their fair values at the reporting Fair values for fixed rate certificates of deposit are estimated using a discounted cash flows calculation that applies interest rates currently being offered on certificates to a schedule of aggregated expected monthly maturities on time deposits
Federal Home Loan Bank Advances
The fair value of Federal Home Loan Bank advances is estimated using discounted cash flow analyses --------based-on-the-currentborrowing-rate-of-similartypes-of-advances
43
STANDARD BANCSHARES I NC AND SUBSIDIARI ES
NOTES TO CONSOLI DATED FINANCIAL STATEMENTS (in thousands except share data)
Note 1 8 - Financial I nstruments Fair Value Disclosure (Continued)
Off-balance sh eet in strum ents
Fair asset andor liability value of off-balance sheet financial instruments as described in Note 1 6 may be estimated by applying fees currently charged for comparable commitments Based upon the qual ity of these commitments and their demand in the financial market it has been assumed that there is no material difference in the estimated fair value
Note 1 9 - TARP Capital Purchase Program
On April 24 2009 the Company entered into a Letter Agreement with the United States Department of Treasury (the Treasury) pursuant to which the Company sold to the Treasury 6000 shares of the Companys Fixed Rate Cumulative Perpetual P referred Stock Series A for $60 million and a warrant to acquire $3 million of Fixed Rate Cumulative Perpetual P referred Stock Series B for a nominal exercise price Immediately upon consummation of the closing the Treasury exercised the warrant and acquired the Series B Preferred Stock The Preferred Stock Series A qualified as Tier 1 capital and paid cumulative dividends q uarterly at a rate of 5 per annum The P referred Stock Series B qualified as Tier 1 capital and paid cumulative dividends quarterly at a rate of 9 per annum The difference between the initial carrying value that was allocated to the Series B Preferred Stock and its redemption value of $3 million will be charged to retained earnings (with a corresponding increase in the carrying value of the Series B Preferred Stock) over the first five years of the contract as an adjustment to the dividend yield using the level yield method During 201 1 the Company elected to suspend dividend payments For the year ended December 31 2012 total dividends of $3462 had been declared but not paid On February 22 201 3 1 3548387 of common shares were issued to the US Treasury in exchange for the $60 million and $3 million of Fixed Rate Cumulative Preferred Stock Series A and Series B respectively The Treasury subsequently sold those shares to institutional investors at $465 per share In addition the Company paid $6 million of dividends to the Treasury which included 1 00 of past due dividends and dividends due through February 22 2013
Note 20 - Regulatory Matters
The Companys primary source of cash is dividends received from its subsidiary bank The subsidiary bank is subject to certain restrictions on the amount of dividends that it may declare without prior regulatory approva L In addition the dividends declared cannot be in excess of the amount which would cause the subsidiary bank to fall below the minimum required for capital adequacy purposes
Banks and bank holding companies are subject to regulatory capital requirements administered by federal banking agencies Capital adequacy guidelines and additionally for banks prompt corrective action regulations involve quantitative measures of assets liabilities and certain off-balance-sheet items calculated under reg ulatory accounting practices Capital amounts and classifications are also subject to qualitative judgments by regulators Failure to meet capital requirements can initiate regulatory action Management believes as of December 3 1 2014 the Company and Bank meet al l capital adequacy requirements to which they are subject
Prompt corrective action regulations provide five classifications well capitalized adequately capitalized undercapitalized significantly u ndercapitalized and critically undercapitaized although these terms are not used to represent overall financial condition If adequately capitalized regu latory approval is required to accept brokered deposits If undercapitalized capital distributions are limited as is asset growth and expansion and capital restoration p lans are required At year-end 201 4 and 2013 the most recent reg ulatory notifications categorized the Bank as well capitalized under the regulatory framework for prompt corrective action There are no conditions or events since that notification that management believes have changed the institutions category
44
STAN DARD BANCSHARES I NC AND SUBSI DIARI ES
NOTES TO CONSOLIDATED FI NANCIAL STATEMENTS (in thousands except share data)
Note 20 - Regulatory Matters (Continued)
The Banks actual and required capital amounts and ratios are as follows
To Be Well Capitalized U nder
For Capital Prompt Corrective Actual Adeguac[ Puqoses Action Provisions
Amount Ratio Amount Ratio Amount Ratio As of December 31 2014 Total Capital
(to risk-based assets) Company $271 785 143 $ 152226 80 NA NA Bank 269993 1 42 1 52229 80 $1 90286 1 00
Tier I Capital (to risk-based assets) Company 247887 1 30 76 1 1 3 40 NA NA Bank 246093 129 761 14 40 1 14 171 60
Tier I Capital (to average assets) Company 247887 1 08 92 1 26 240 NA NA Bank 246 093 1 07 92 1 09 240 1 1 5 1 36 2 5 0
As of December 31 2013 Total Capital
(to risk-based assets) Company $246213 1 38 $142344 280 NA NA Bank 244607 1 38 1 42 170 280 $ 1 77713 2100
Tier I Capital (to risk-based assets) Company 223444 126 71 1 72 240 NA NIA Bank 221 838 1 25 71 085 240 1 06628 2 60
Tier I Capital (to average assets) Company 223444 1 03 86430 240 NIA NA Bank 221 838 1 03 86450 240 1 08 063 2 50
45
STANDARD BANCSHARES INC AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (in thousands except share data)
Note 21 - Capital Management
The overall objectives of the Companys capital management are to have the availability of sufficient capital to support loan deposit and other asset and liability g rowth and to maintain capital to absorb unforeseen losses or write-downs that are inherent in the business risk associated within the banking industry The Company seeks to balance the need for higher capital levels to address growth and unforeseen risks and the goal to achieve an adequate return on capital invested
In July 201 3 the federal banking agencies issued a final rule revising the regulatory capital rules applicable to most national banks and federal savings associations as well as their holding companies generally beginning on January 1 201 5 The rule implements the Basel Committees December 201 O framework known as Basel I l l for strengthening the international capital standards as wel l as certain p rovisions of the Dodd-Frank Act The final ru le implements a revised definition of regu latory capita l a new common equity Tier 1 minimum capital requirement of 450 and a higher minimum Tier 1 capital requirement of 600 (which is an increase from 400) Under the final rule the total capital ratio remains at 800 and the minimum leverage ratio is 400
Additionally under the final rule in order to avoid l imitations on capital distributions including dividend payments and certain discretionary bonus payments to executive officers a banking organization must hold a 25 capital conservation buffer composed of common equity Tier 1 capital above its minimum risk-based capital requirements The b uffer is measured relative to risk-weighted assets The final rule also enhances risk sensitivity and addresses weaknesses identified by the regulators over recent years with the measure of risk-weighted assets
The new minimum capital requirements will b e effective for the Company on January 1 201 5 whereas the capital conservation buffer and the deductions from common equity Tier 1 capital phase in over time beginning on January 1 201 6
Capital Raise
On February 22 201 3 Standard Bancshares Inc completed its recapitalization by issuing 29864795 shares of common stock at $465 per share for gross proceeds of $ 1 389 million 1 3 548387 of the common shares were issued to the US Treasury (the Treasury) in exchange for the $63 million of Fixed Rate Cumulative Preferred Shares Series A and B The Treasury subsequently sold those shares to I nstitutional Investors at $465 per share An additional 16 316408 of common shares were issued to Institutional Investors and private investors Of the aggregate 29864795 common shares issued 1 9430750 are voting shares and 1 0434045 are mm-voting shares
In conjunction with the recapitalization the Articles of Incorporation of the Company were amended to authorize 20000000 shares of preferred stock at $001 par value No preferred stock has been issued as of December 31 2014
Sto ck Settled Rights (SSRs)
On February 22 201 3 in connection with the recapitalization of the Company the Board of Directors distributed as a dividend in kind 7293407 Stock Settled Rights (SSRs) to the holders of the Common Stock as of the Record Date (November 5 2012) The number of SSRs issued is equal to the product of (i) 03888 and (ii) 18757921 the number Common Shares outstanding as of the Record Date The estimated fair value of the SSRs completed by an independent third party as of September 30 2014 and February 22 201 3 was determined to be approximately $026 per SSR or $1 880 and approximately $021 per SSR or $1 532 respectively Expense recorded related to the SSRs was $1 880 in 2014 No expense was recorded in 201 3
46
STANDARD BANCSHARES INC AND SUBSI DIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (in thousands except share data)
Note 21 - Capital Management (Continued)
Stock Settled Rights (SSRs) (Continued)
The SSRs are structured as common stock dividends to be paid to certain common shareholders of the Company under specific conditions The amount of common stock to be distributed is determined by a formula that considers among other things the value of the outstanding common stock at the Settlement Date Settlement Date is defined as the earlier of (i) the date a liquidity event (an I POrecapitalization or a sale of control) occurs during the term of the SSRs and (ii) the SSR Expiration Date (February 22 201 8) The SSRs will be exercised based on the value of the common shares at that time subject to the Settlement Rate formula
The Accretion Rate is a component of the Settlement Rate It is either an middotannual rate of 80 or 120 with the value determined by the cum ulative economic losses that occur in the loan portfolio from June 30 201 1 to the time the SSRs are settled
On the Settlement Date the Company shall determine the number of shares of Common Stock issuable upon the settlement of an SSR The Settlement Rate shall be calculated based on a formula that considers among other factors the value per share of the common stock on a fully diluted basis reduced by the accretion rate with that number divided by the value per share of common stock on a fully diluted basis
If the Settlement Rate is greater than zero the Company shall issue and deliver to each of the SSR Holders a number of shares of Common Stock equal to the product of (i) the Settlement Rate multiplied by (ii) the number of SSRs held by such H older as reflected in the SSR register as of the close of business on the last Business Day prior to such Settlement Date
In connection with the occurrence of a Liquidity Event on or prior to the Expiration Date the Board of Directors may at its option and in its sole discretion order the redemption and the Company may redeem the SSRs in whole or in part at the redemption price per SSR based on a formula that considers the price per share of Common Stock at which the Company is valued on a fully diluted basis in connection with such Liquidity Event as determined in good faith by the Independent Committee plus a l l cash dividends paid oil the common stock from the date of issuance of the SSRs less $465 accreting on a daily basis at the Accretion Rate
The Company hired an independent third party firm to value the SSRs The following variables were taken into consideration when deriving a value for the SS Rs
1 ) The probability of a liquidity event (sale of control or PO) during the term of the SS Rs 2) The Accretion Rate assigned to the Settlement Rate of the SSRs 3) The estimated value of the Companys common stock at the earlier of a) a liquidity event or b)
the SSR Expiration Date (February 22 201 8) 4) The type of liquidity event that might occur 5) Future value parameters including a) tangible common book value b) earnings and c) market
conditions
The valuation of the common shares at the Settlement Date will depend on the Companys financial condition and the market pricing of financial institution stock both on a stand-alone basis and on a sale of control basis at that time
47
STANDARD BANCSHARES I NC AND SUBSIDIARI ES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (in thousands except share data)
Note 22 - Condensed Financial Statements
The Company was incorporated in I l linois on February 23 1 982 The Company accounts for its investment in subsidiaries under the equity method Under this method the investment is recorded at cost adjusted for the subsidiaries undistributed net income (loss) Presented below are the condensed financial statements of Standard Bancshares I nc (Parent Company Only)
Assets Cash Investment in subsidiaries Other assets
Total assets
CONDENSED BALANCE SH EETS DECEMBER 31 2014 AND 2013
Liabilities and shareholders equity Other liabilities Total stockholders equity
Total liabilities amp stockholders equity
2014 $ 4 163
264242 328
$268733
$ 2685 266048
$268733
CON DENSED STATEMENTS O F I N COME YEARS ENDED D ECEMBER 31 201 4 201 3 AND 201 2
2014 I ncome
Other income $
Expenses 2909 Loss before income taxes and equity in undistributed
earnings of subsidiaries (2909) Income tax benefit 88
Loss before equity in undistributed earnings of subsidiaries (2821)
Equity in undistributed earnings (loss) of subsidiaries 1 7 1 1 5
Net income (loss) 1 4294 Preferred dividends and discount accretion on preferred shares
Net income (loss) applicable to common shareholders $1 4294
48
201 3 $ 2 1 95
248 090 1 944
$252229
$ 322 251 907
$252229
201 3 201 2
$ $ 1
1 747 8539
(1 747) (8538) 291 1 0 1 7
(1 456) (7521) 9 629 (23241) 8 173 (30762) 1 1 24 4090
$ 7049 $(34852)
STAN DARD BANCSHARES INC AND SUBSIDIARIES
NOTES TO CONSOLIDATED FI NANCIAL STATEMENTS (in thousands except share data)
Note 22 - Condensed Financial Statements (Continued)
CONDENSE D STATEMENTS OF CASH FLOWS YEARS ENDED DECEMBER 31 2014 201 3 AND 201 2
Cash flows from operating activities Net income (loss)
Adjustments Equity in undistributed net (income) loss of subsidiaries Amortization Stock based compensation expense ( Increase) decrease in other assets Increase (decrease) in other liabilities
Net cash provided by (used in) operating activities Cash flows from financing activities
Issuance of common stock net of issuance costs Capital contribution to Standard Bank Repayment of note payable Cash Dividends
N et cash provided by financing activities
Net increase (decrease) in cash
Cash - beginning of year
Cash - end of year middot
Supplemental schedule of non-cash financing activities Change in par value on common stock Exchange of preferred stock to common stock
49
2014
$ 1 4294
( 17 1 1 5) 28
782 1 616 2363 1 968
1 968
2 1 95
$ 4 163
$ $
201 3
$ 8 1 73
(9629) 29
441 1 872
(4273) (3387)
68598 (41 500) ( 16 1 00)
(6026) 4972
1 585
6 1 0
$ 2 1 95
$ 4277 $63000
201 2
$(30762)
23241 6 1 67
( 1908) 2 043
( 1 2 1 9)
( 1 2 1 9)
1 829
$ 6 1 0
$ $
FORM FR Y-6
STANDARD BANCSHARES INC
Hickory Hills Illinois Year Ending Dccember31 2014
REPORT ITEM
1 The BHC Is not registered with the SEC Coples of the Annual Report Nil be sent undersepirate cover when completed
2a Organization Chart fo Standard BallCShares Inc
I THE BOULEVARD INC
SL John Indiana 100
JnCQrporated in Indiana
2b Branch Verification
STANDARD BANCSHARES INC Hickory Hills Illinois Jncorporateltl In Illinois
STANDARD BANKAND TRUST COMPANY Hickory Hills llllnois
Incorporated In lllnols 100
I STANDARD REDEVELOPMENT INC
Hickory Hills Illinois 100
Incorporated in Illinois
(Not subject to Y-10 reporting ) Code 91 CE - Liquidation Of debts previously contracted
The branch and lax-kl flStings were emailed to branch revieW on 223115
3 (1) As ofyear-end
Name and Address
Trident SBI Holdings lP Greeffilidl CT
Robert E Gallagher Sr Trust John D Gallagher Trustee Palos Heights IL
The Gallagher Standard Bancshares TR Timolhy J GaJagheuror Trustee Hickory Hitls IL
Pantheon Standard LP San Francisco CA
CohesVe Capital Parners LP New York NY W Capital Partners II LP NewYork NY
Couritrlt of Citizenship or lncorooratlon Number and Percentage Of Voting Serurtties
USA 5662194- 1483
USA 5516086 - 1444
USA 4382666 - 1 t47
USA 3762128-985
USA 2 150537 - S63
USA 2 150537 - 563
Note llle shares in the Robert E Gallagher Sr Tr are voted on by John D Gallagher Director of Standard Bank Tue shares Jn the Gallager Standard Bancshares Tr are voted on by Timolhy J Gallagher Director of Standard Bank
3 (2) OtherSharehofors oat listed in Section 3 (1) above that held more than 5 during the year
None
Resuhs A Ilse of branches forvour holdln1 company STANDARD 8ANCSHARES INC (1245590) or HICKORY HILLS IL
The d1ta are n of 12312014 Data re II Kb information tlat wu received aod processed throuah 01072015
Rconcill1Uon and Vc1Uon St I DI 1 In the DIH Action column of each br111Ch row enter one or mort of the actioru specified below
2 If required enter the date In the Ettcttve Olte column
-OK tf the bnch Information s correct enter OK in the Oita AdJon column
Chi nee If the bndl Information Is Incorrect Of Incomplete revt the data enter Chance In the Dita Action column ind the d11te when this infOfmation first became v1lid In the Effective Ote column
am If a bnch listed was sold or clowd enterOose In tht Dita Action column and the s1e or dosured11te In the EtfectW Olte colurm
Olete If a bru1eh listed wu never owntd by this depository Institution enter Delete In the Oeta Acckgtn column
Add If a rt portable brtinch Is mlsslna lnStrt a row add the branch data ald entu Add In the Olt1 Action column and the opening or acquisition date In the Effecttve Date column
If prntln1 this list you m1y need to adjust your page Utup In MS E11ce1 Try using landscape orientation page sollria andor legal sized paper
Submlnion PfOOtdurbull When you ire finished send a saved copy to vour FRB contact Su the detailed lnlttldlons on this si for more informatlon
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Note To satisfy the FR Y-10 reportln1 requirements YoU must tiho submit FR Y-10 Domestic Branth Schedules for each branch with a Data Actlon of Olan1e Close Delete or Add
Thbull FR Y-10 report may be submitted 1n a hardcopy format or 11ia the FR Ymiddot10 OnH11e application middot httpsylOonllnefederalrerve1ov
bull FDtC UNINUM Office Number and ID_RSSO co1unvu ara for reference only Verification of these values is not required
- - 8nch Suvlce Type Branch 10 RSSO ia- terNeme Street Address City
ok FuUServltefHud Officel 19730 STAN OARD BANK ANO TRUST COMPANY 7800 WEST 9STH STREET HICKORY HILLS
ok Full Service 3202168 BOLINGBROOK BRANCH 282 NORTH WEBER ROAD BOLINGBROOK
ok Limited Strvce 4126065 CALUMET CITY 1968 SIBLEY BOULEVARD CALUMET CITY
FullSetvke 3309928 CLARK STREET 8RANOi 3747 NORnt CLARK STREET atlCAGO
ok FullServiett 474339 EWING BRANOf 10635 SOUTH EWING AVENUE CHICAGO
ok Full Servtce 2079925 HEGWISCH BRANCH 13336 SOUTH BALTIMORE AVENUE CHICAGO
ok limited Se-rvke 20817)5 SOUnt DERRING FACILITY 10535 SOVTH TORRENCE AVENUE CHICAGO
Full Service 4099271 THOREK BRANOi 836 WEST IRVING PARK ROAD OUCAGO
ok Full Service 2121280 COAL CITY BRANot 20 SOUTH KANKAKEE COAlCITY
full Service 2809038 EVERGREEN PARK BRANCH 2400 WEST 95TH STREET EVUtGREEN PARK
ok Full Service 3188909 FRANKFORT BRANCH 19997 LA GRANGE ROAD FRANKFORT
Full5etvice 810436 CiARONERBRANCJ1 118 DEPOT STREET GARDNER
ok FultSrvlct 3188897 JOLIET ampRANCJ1 2398 ESSINGTON ROAO JOLIET
Full Service 3439553 LOClCPORT BRANCH 16545 WEST 159TH STREET LOCKPORT
ok Full Service 290931 LYONSlST AVENUE BRANCH 8601 OGDEN AVENUE LYONS
ok Full Service 3671504 MINOOKA BRANCH 515 WESTUS ROUTE 6 MINOOKA
ok LlmltcServfce 2111338 MOAAIS LISBON BRANCH 1433 USBON STREET MORRIS
ok Full Servkt 2809010 MORRIS ROUTE 6 BRANCH 1111 WEST US ROUTpound 6 MORRIS
Ful1 Servlct 2809047 NAPERVILLE BRANCH 1607 NORTH AURORA ROAD NAPERVILLE
ok full 5ervfce 2809056 NEW LENOX BRANCH 456 NELSON ROAD NEW LENOX
Full sMce 2103129 OAK FOREST BRANOf 15901 SOUTH CENTRAL AVENUE OAX FOREST
ok Full SeMct 3490255 OAK LAWN lllTH BRANOf 4700 WEST 111TH STREET OAK LAWN
ok Full Sfrvlce 2096717 OAK LAWN 95TH BRANCH 4001 WEST 95TH STREET OAK LAWN
ok Full Service 2295538 ORLAND PARK BRANCH lSCXJO SOUTH WOLF ROAD ORLAND PARt
State VpCode
IL 60457
IL 60440
IL 60409
IL E06H
IL 00617
IL 0063
IL 00617
IL 60613
IL 60416
IL 60805
IL 6042
IL 60424
IL 60435
IL 60441
IL 60534
I L 60447
IL 60450
IL 60450
IL 60563
IL 60451
IL 60452
IL 60453
IL 60453
IL 60467
County CawN FDICUNINUM Offb Numberbull Haad otfice Head Office 10 RSSD Comments
COOK UNITEO STATES 10748 0 STANOARO BANK ANO TRUST COMPANY 19730
Will UN ITED STATES 419532 34 STANDARD BANK ANO TRUST COMPANY 19730
COOK UNITED STATES 510611 44 STANDARD BANK AND TRUST COMPANY 19730
COOK UNITpound0 STATES 429662 35 STANDARD BANK ANO TRUST COMPANY 19730
COOK UNITED STATES 12089 18 STANDARD BANK AND TRUST COMPANY 73ltgt
COOK UNITED STATES 244100 20 STANDARD BANK ANO TRUST COMPANY 19730
COOK UNITED STATES 244099 19 STANDARD BANK ANO TRUST COMPANY 19730
COOK UNITED STATpoundS 510612 4S STANDARD BANKANDTRUSTCOMPANV 1973ltgt
GRUNDY UNITED STATES 263852 17 STANDARD SANK AND TRUST COMPANY 730
COOK UNITED STATES 13875 4 STAN OARD BANK AND TRUST COMPANY 19730
Will UNITED STATES 357237 15 STAN OARD BANK AND TRUST COMPANY 19730
GRUNDY UNITED STATES 7234 1 STAN DARO BANK ANO TRUST COMPANY 19730
Will UNITED STATES 238ASA 13 STANDARD BANK ANO TRUST COMPANY 19730
Will UNlTEO STATES 450324 38 STAN OARD BANK AND TRUST COMPANY 19730
COOK UNITED STATES 10912 22 STANDARD BANK ANO TRUST COMPANY 19730
GRUNDY UNITED STATES 465426 42 STANDARD BANK AND TRUST COMPANY 1973ltgt
GRUNDY UNITED STATES 266774 16 STANDARD BANK ANO TRUST COMPANY 1730
GRUNDY UNITED STATES 2243S6 10 STANDARD BANK AND TRUST COMPANY 19730
OU PAGE UNITED STATES 238451 6 STANDARD BANK ANO TRUST COMPANY 19730
Will UNITED STATpoundS 238452 11 STAN OARD BANK ANO TRUST COMPANY 19730
COOK UNTED STATES 244101 21 STANDARD BANK AND TRUST COMPANY 19730
COOK UNITED STATES 441863 36 STANDARD BANK AND TRUST COMPANY 19730
COOK UNITED STATES 238447 1 STANDARD BANK AND TRUST COMPANY 19730
COOK UNITED STATES 238450 5 STANDARD BANt AND TRUST COMPANY 19730
ok Fullrvke 2100379 PALOS 11HH BfANOl 11901 SOUTHWEST HIGHWAY PALOSPARIC ll 00464 COOK UNITED STATES 238448 2 STAN DARO BANK AND TRUST COMPANY 19730
ok rulSltVice 2427544 PALOS lllST BRANCH 9700WEST lllST STREET PALOS PARK ll 00464 COOK UNlTEOSTATES 238449 3 STAN DARO BANK AND TRUST COMPANY 19730
ot llmtedSrvke 3490273 NORTH RIVERSIDE BRANCH BJSOWEST CERMAK ROAD RlvtRSlDE ll COOK UNITED STATES 441864 37 STANDARD BANK AND TRUST COMPANY 19730
ot FuLServke 3202171 SHOREWOOD BRANOl 970 BROOK FOREST AVENUE SHOREWOOD It - t UNITED STATES 419531 33 STANDARD BANICANDTRUSTCOMPANY 19730
ok FulSrvlee 3188918 VILLA PARK BfWIOi 1 WESrRoostVrlTROAD VlltAPARIC It 50181 OUPAGE UNITED STATES 238455 14 STANDARDBANKANDTRUSTCOMPANY 19730
ok FulSrvke WllMINGTON BRANCH lOOSSOUTH WATER STREET WILMINGTON It 004 lt UNITED STATES 238453 12 STANDARD BANK AND TRUST COMPANY 19730
ok Fulfrvk 3197031 CHESTERTON BRANCH middot 755 JNDIAN BOUNDARY ROAD OIESTERTON IN PORTER UNITEDSTAlES 275664 32 STANDARD BANK AND TRUST COMPANY 19730
ok ruUrvic 2161D17 EASTCHCAGO BRANCH 4518 lNOANAPOUS BOULEVARD EAST CHICAGO IN 46312 lAKE UNITEDSTAlES 29 STANDARDSANKANDTRUSTCOMPANY 19730
ok Fulrvk 4913n HAMMOND BRANCH 1007 CALUMET AVENUE HAMMOND IN 46324 AKE UNITEDSTAlES 42227 30 STANDARD BANK AND TRUST COMPANY 19730
Fulrvlc 2161D3S HIGHtAND BRANCH 2930 RIDGE ROAD HIGHLAND IN 46322 UNITEOSTAlES 275659 27 STANDARD BANK AND lRUST COMP AN I 19730
ot Futtsrvke 2161044 LOWHl BRANCH 2090 EAST COMMERICALAVENUE LOWELL IN 463Sfgt21r AKE ONITEDSTAlES 275661 28 STANDARD BANK ANDTRUSTCOMPANI 19730
ok Full Srvlce 3439562 MERRlllVlllE BRANCH 579WESTUNCOlN HIGHWAY MERRlllVlllE IN 46410 AKE ONlEO STATES 450325 39 STANDARD BANK AND TRUST COMPANI 19730
ok Full Srvice 453712 SAINT JOHN BRANCH 9321 WICKER AVENUE SAINT JOHN IN 46373middot00 AKE ONtlEDSTATES 42414 26 STANDARD BANK AND rnusr COMPANY 19730
middot
Report ttem 4 Directors and Office (1) Name amp Address
J-Ohn R Barber New York NY
Christopher Doody Ne-vYork NY
1pound1 Pnncipal Occupation [rtmiddotrmiddotwittl BHC
Mariaging Partner eohesiVe ea pita I
Princlpal Storm Point Capital
(3) (bull) TrtiePosition with BHC Diredor
Director
FORM FR Y-9
STANDARD BANCSHARES INC Fiscal YearEnding Decttmber3112014
(3) lb) ltlePosition wffi1 Subsidiaries
NIA
NIA
(3) (c TrtlePosltlon wttn otherbuslne$es
Managtng Partner Cohesive Capital
Principal Stone Point Ciipitit
bull Stone Point ls the manager of the TriOOnt funds which are investment entities that own 25 or morn of the outstanding voting seairities orinlerests in various companles Mr Doody ls an ernployee and officer of Stone Point and is oo deemed to contror S1oria Point or the Trldent Funds He is not a principal securities holder of Stone Point or the Trident Funds The invstmenl committees of the Trident Funds are responsible for voting the shares or such companies and Mr Doody is not a member of the investment committees of the Trident Fonds A sctiedule of such companies in which U1e Trident funds hnve invested is available upon request
John o Gallagher Ortand Park IL
Managing Genera[ Partner OfdlarU Hill Bldg Co
Director Dior-standarU Bank
Managin9 GenerBi Partner Orchard HlllmiddotB1dg Co President Ordiard Hm Building Co Inc
Managing Member Qnhard Hill Construction LLC
Managing Membelt Austin Construction Co bull LLC
Presdenl Bougton Development Co
President ennStructildeg Co lnc
Prestdenl middot Farmingdare Development eomiddot
middotana9in middotRa -middot middot fariTijngdre _Mittwo middot
Pldciit_ _ Fam1r9dale Utilify Co_
Managing Partner Frtz91erald Lad lnvestment Ptshp
(4) a) 1w of Voting Shares in BHC
563
middot1483
14450
(4)(o) (4) (b) Names of othfr companitts 4 of Voting (if 25 ormorl voting Shares in Subs securities a held
NIA
NIA
NIA
NIA
NIA
NIA
NIA
NIA
NIA
NIA
Dryden Cons1rudioo Co Inc 100
NIA
NIA
NIA
Frtzgerald Land Investment Plshp 25
(1) Name amp Mdlt=
John D Gallagher CJriand Pru IL
(2) Principal rbull _ BHC1
(3) (b) TdfePosition wiU1 SubsXfiarics
(J)(c TrtiePttSition wTUi other buslncssts
Trustee-Vote 100 Galla171ormiddot Henr)Tnisl
- Gallagher amp Henry Inc
Prumlaquo GaDaQhef Parloecs LP GB4 Jnc
Managing Partner Gl6mwod DevelopmElnt Co
Managmjl farlnelt Heruy Co Managmo Hermann Umd Investment Ptshp
Managing- Kolarlrugtd I lgthp Preltldeot Kokast -kimes Inc
PreSdenl Coo$trixtioo middotmiddot nc
- -MiAdams 400 Investment Ptshp
Msoagir(Q Partner Meifefl1 id lnpoundiiini _Pthp Managing Partner sr middotGod 1nVeslmoo Pbhp Managiog Partnef
-LampftPtshp TruSt6e
ThOGalfaghmiddotorSliujiini middot Trust
(4) (bull) of Voting Shares in BHC
(4) (b) of Voting Shares In SUbs
Names of other companies frf 25 degmom voting securiDes arn heJd NIA
NIA
NIA
NIA
NIA
NIA
NIA
Hennarm Lnnd Investment Ptshp 25
K6irland lovStrnerrlPiStip 25 NIA
NIA
NIA
Laod lNeStrnloi PlShp 25
df1li3 lfjJrlvtrpnt PWiP 25
Land l hp 25
e(Lao1fl PtShp 25_-xmiddotmiddot middot
standard tWesTrust 25 middot
(1) Name amp Address
Tnnothy J GsJlaghet Burr Ridge IL
(2) Principal Occupation [d other than with BHC)
(J) (a) TrltePosifion wtth BHC
(3)(b) TdiePosffion wittl Subskfcuies
OlaHrnan of the Board
(J) (c) TitlePosition with other businees
PreOOeot Brittany Glen Homeownoc l=gtc Suffield Woods Homeowner Assoc FanntngdaJe Viage Com Assoc fumlogdale Vdlage Com Assoc 2 Misty Meadoyenr Homeowner Assoc 1ltings1on Hills liomeOMler Assoc Gallagheramp Henrys Condos Goodiogs Grove Assoc Ganaghcr amp Heruys Goocfings Grove Umbretia Assoc Farmingdale Vil Cooos of Woodridge Homeowner Assoc Radc5ffe rtMe TOvlfflhomes Assoc
BNC OWnefs Assodatioo
Boughton Woodward Commenial Center LLC su-lgle MembeltUC- GB4 i5 member
Union Poirrte Investors Uc Sing1e MemberlLC- Union PcWe Oevclopmeot Co b member
Uoion POOte Buadlog Venture 1lLC Union 00rt lnvestorn LlC ts member Union Pofrrte Buikfing Venlilre 112 LLC Unton Point nveslor lLC is member
Union Pointe Boikfing Venture 3 LLC Union Poinl lnveslors UC is member
standgtnJ Bank -ALm1 Construction Co LlC
Pminlaquo Frtzyerald Lnnd Investment Pbttp
(lt)(bull) ofVotlng Shares in BHC
11520
(4) (b) ofVotiog Shares in Subs
NIA
Names of other companies (If 25 or l1XgtflJ voting securities aro held
NIA NIA NIA NIA NIA NIA NIA WA NIA NIA NIA
WA
NIA
WA
WA
NIA
NIA
WA
NIA
NIA
NIA
WA
WA
(1) =
Timothy J GJJbghctshyBorr Ridge IL
(2) Principal (if oUJef than wtth BHC)
3 (a) TitlePosition wilh BHC (3) 1c) Trtielosilion with other businesses ampcretuy amp Henry Inc
_ GieoMXgtd Developmeot Co
Partner Hermann Land Investment Pt5hp KOOr land Investment Ptstip
Secret3y Kolcast Homes loo
__ Koamp Construction Co Inc
Secrebgty Ordnrd Hin Buikfing Co Inc
Pa1nelt srrvb land 1ovestrnent Pshp -Smotelt Land Investment Ptshp Trustee- Vote 100 The Gollagher stmdafd
Trust
-- uruoo Pointe Development Co
lt4)(a) ofVotiog Shares in BHC
(4) (b) of Voting Shares In Sobs
tfamos of othcreomnk (lf25 ormoro vo6ng sccuritios arc held
NIA
NIA
NIA
Hennano Land Investment Ptshp 25
Kolar land Investment Pshp 25
NIA
NIA
NIA
Maas Land Investment Ptshp 25
McAdams Iand lnv=tmeni Plshp 25
Medema land lnvestme111 Ptshp 25
NIA
NIA
NIA
Slivka land Investment Plshp 25
SmoterUmd I Ptshp 25
Unkio Pointe Devdopmcot Co 25
(11 (21 Pl (a) 3 (b) 3) c) 4 (a) (4)b) Names of othelt com pan Name amp Adqross princi Occupation TJdcPositiorl TJHePositiorl TrticPosIDon of Voting of Voting [If 25 or mon voting
(if other than with Bl tc) wtth SHC with Subsidiaries with other businesses Shares In BHC Shares in Subs securities are heJd
Timothy J GaUagilet Slaquoretmy GB4 Inc SurRXgeIL GB4 lnc 251
Uoioo Polnte Bonding Venture 3 UC NIA Uoiont PoCnt lnves1ocs LLC is member
Lawraooe P Kelley NIA DirododVJCO Chaifman Oamp-edooVlce Chairman NIA 023lt))1 NIA NIA Pltullt IL PreraquoleoUCEO -0-0
standam Bank
Atampief Ko-arldt NIA DirodOlt Dirodoc NIA 0140 NIA NIA 1-fmsdak ll -
Howrd K Priess JI - deg Dirodoc Solo Pradiltgtoelt 0140 NIA NIA NapeMe IL Standard Bank
Owner White Oak Construction LlC Wh4te Oak Construction LLC 100
Robert A RoslKWt NIA Lead ndepcodeot Director oltedoc NIA D140( NIA NIA QOCago u standanl Bank
Charles E Shomo rv NIA deg Ciredor NIA 013lfI( NIA NIA Bur Ridgo IL standam Bank
Patrick J Hunt NIA _ Executive VPCFO NIA 008 NIA NIA Palos Heights IL EVPCfO standanl Bank
deg Scoltzu NIA Asst VPJAssl Asst VPAsst Secy NIA 00CXgt1 NIA NIA
Everyreen Park IL Sea-- SiandagtO Bank
STANDARD BANCSHARES INC AND SUBSI DIARIES
NOTES TO CONSOLI DATED FINANCIAL STATEMENTS (in thousands except share data)
Note 1 - Summary of Significant Accounting Policies (Continued)
Allowance for Credit Losses (Continued)
losses and recoveries and decreased by charge-off of loans Management believed the estimated allowance for loan losses to be adequate based on known and inherent risks in the portfolio past loan loss experience information about specific borrower situations estimated collateral values economic conditions and other factors Allocations of the allowance may be made for specific loans but the entire allowance is available for any loan that in managements judgment should be charged-off Loan losses are charged against the al lowance when management believes the uncollectability of the loan balance is confirmed
The allowance consists of specific and general components The specific component relates to loans that are individually classified as impaired The general component covers non-impaired loans and is based on a historical migration analysis adjusted for current qualitative environmental factors The Company maintains a loss migration analysis that tracks loan losses and recoveries based on loan type as well as the loan risk grade assignment for commercial loans During 2013 the Company chose to change its methodology for determining the general component of the reserves Previously the portfolio was segmented into four categories and used a straight line three year loss history The Company now uses a migration analysis system that segments the portfolio into six categories incorporates losses by risk grade and the impact of changes in risk grade The system looks at a charge-off and the risk g rade of that loan during the prior eight quarters and then allocates a portion of the loss to the various risk grades The system incorporates charge-offs during the last four eight quarter segments These historical loss percentages are adjusted (both upwards and downwards) for certain qualitative environmental factors including economic trends credit quality trends concentration risks quality of loan review changes in staff and external factors and other considerations This evaluation is inherently subjective as it requires estimates that are susceptible to significant revision as more information becomes available
A loan is impaired when based on current information and events it is believed to be probable that the Company will be unable to collect all amounts due according to the contractual terms of the Joan agreement Loans for which the terms have been modified with no benefit to the Company received and for which the borrower is experiencing financial difficulties are considered troubled debt restructurings (TDRs) and classified as impaired Factors considered by management in determining impairment include payment status collateral value and the probability of collecting scheduled principal and interest payments when due Loans that experience insignificant payment delays and payment shortfalls generally are not classified as impaired Management determines the significance of payment delays and payment shortfalls on a case-by-case basis taking into consideration all of the circumstances surrounding the loan and the borrower including the length of the delay the reasons for the delay the borrowers prior payment record and the amount of the shortfall in relation to the principal and interest owned The Company evaluates impaired loans individually to determine whether or not interest continues to be accrued
All loans with relationship balances exceeding $250000 and an internal risk grading of 6 or worse are evaluated for impairment Generally al l loans over $250000 and on non-accrual will be considered impaired f a loan is impaired a portion of the allowance is al located so that the Joan is reported net at the present value of estimated future cash flows using the loans existing interest rate or at the fair value of collateral less estimated costs to sell if repayment is expected solely from the collateral Large groups of smaller balance homogeneous loans such as consumer and residential real estate loans are collectively evaluated for impairment and accordingly they are not separately identified for impairment disclosures
10
STANDARD BANCSHARES INC AND SU BSIDIARIES
NOTES TO CONSOLIDATED FI NANCIAL STATEMENTS (in thousands except share data)
Note 1 - Summary of Significant Accounting Policies (Continued)
Allowance for Credit Losses (Continued)
While management uses available information to recognize losses on loans further reductions in the carrying amounts of loans may be necessary based on changes in local economic conditions In addition regulatory agencies as an integral part of their examination process periodically review the estimated losses on loans Such agencies may require the Company to recognize additional losses based on their judgments about information available to them at the time of their examination Because of these factors it is reasonably possible that the estimated losses on loans may change materially in the near term However the amount of the change that is reasonably possible cannot be estimated
Transfers of Financial Assets
Transfers of financial assets are accounted for as sales when control over the assets has been relinquished Control over transferred assets is deemed to be surrendered when the assets have been isolated from the Company the transferee obtains the right (free of conditions that constrain it from taking advantage of that right) to pledge or exchange the transferred assets and the Company does not maintain effective control over the transferred assets through an agreement to repurchase them before their maturity
Bank Premises and Equipment
Land is carried at cost Other premises and equipment are carried at cost net of accumulated depreciation Depreciation is computed using the straight-line method based principally on the estimated useful lives of the assets Maintenance and repairs are expensed as incurred while major additions and improvements are capitalized Gains and losses on dispositions are included in current operations
Premises held for sale are carried at the lower of cost or fair value less costs to sell Fair values are based on third-party appraisals of the properties
Mortgage Servicing Rights
When mortgage loans are sold with servicing retained servicing rights are initially recorded at fair value with the income statement effect recorded as income on the sale of loans Fair value is based on market prices for comparable mortgage servicing contracts when available or alternatively is based on a valuation model that calculates the present value of estimated future net servicing income All classes of servicing assets are subsequently measured using the amortization method which requires servicing rights to be amortized into non-interest income in proportion to and over the period of the estimated future net servicing income of the underlying loans
Servicing rights are evaluated for impairment based upon the fair value estimate of the rights as compared to the carrying amount I mpairment is determined by stratifying rights into groupings based on predominant risk characteristics of the underlying loans Such characteristics include loan type loan size interest rate date of origination and loan term Impairment is recognized through a valuation a llowance to the extent that fair value is less than the carrying amount If the Company later determines that a l l or a portion of the impairment no longer exists for a particular grouping a redudion of the a llowance may be recorded as an increase to income The fair value of servicing rights are subject to significant fluctuation as a result of changes in estimated and actual prepayment speeds and default rates and losses For the years ended December 31 2014 2013 and 2012 mortgage servicing rights were determined not to be impaired
1 1
STANDARD BANCSHARES INC AND SUBSIDIARIES
NOTES TO CONSOLI DATED FINANCIAL STATEMENTS (in thousands except share data)
Note 1 - Summary of Significant Accounting Policies (Continued)
Mortgage Servicing Rights (Continued)
Servicing fee income which is reported on the income statement as secondary mortgage income is recorded for fees earned for servicing loans The fees are based on a contractual percentage of the outstanding principal or a fixed amount per loan and are recorded as income when earned The amortization of mortgage servicing rights is netted against secondary mortgage income Servicing fees totaled $969 $878 and $643 for the years ended December 3 1 2014 2013 and 2012 respectively Late fees and ancillary fees related to loan servicing are not material
Other Real Estate Owned
Real estate properties acquired through or in lieu of loan foreclosures are initially recorded at the fair value less estimated selling cost at the date of foreclosure Any write-downs based on the assets fair value at the date of acquisition are charged to the allowance for credit losses After foreclosure valuations are periodically performed by management and property held for sale is carried at the lower of the new cost basis or fair value less cost to sell Impairment losses on property to be held and used are measured as the amount by which the carrying amount of a property exceeds its fair value Costs of significant property
middotimprovements are capitalized whereas costs relating to holding property are expensed The portion of interest costs relating to development of real estate is capitalized Valuations are periodically performed by management and any subsequent write-downs are recorded as a charge to operations if necessary to reduce the carrying value of a property to the lower of its cost or fair value less cost to sell
Federal Home Loan Bank (FHLB) Stock
The Bank is a member of the FHLB Chicago Members are required to own a certain amount of stock based on the level of borrowings and other factors and may invest additional amounts FHLB stock is carried at cost classified as a restricted security and periodically evaluated for impairment based on ultimate recovery of par value When declared cash and stock dividends are recorded as income
Bank Owned Life Insurance
The Company has purchased life insurance policies on certain key executives and officers Bank owned life insurance is recorded at the amount that can be realized under the insurance contract at the balance sheet date which is the cash surrender value adjusted for other charges or other amounts due that are probable at settlement
Goodwill and Other Intangible Assets
Goodwil l resulting from business combinations prior to January 1 2009 represents the excess of the purchase price over the fair value of the net assets of businesses acquired Goodwill resu lting from business combinations after January 1 2009 is generally determined as the excess of the fair value of the consideration transferred plus the fair value of any non-controlling interests in the acquiree over the fair value of the net assets acquired and liabilities assumed as of the acquisition date Goodwill and intangible assets acquired in a purchase business combination and determined to have an indefinite useful life are not amortized but tested for impairment at least annually or more frequently if events and circumstances exists that indicate that a goodwill impairment test should be performed Goodwill totaling $23 987 was fully written off in 2012 Intangible assets with definite useful lives consist of core deposits acquired and are amortized over their estimated useful life of fifteen years to their estimated residual values
12
STANDARD BANCSHARES INC AND SUBSIDIARIES
NOTES TO CONSOLI DATED FI NANCIAL STATEMENTS (in thousands except share data)
Note 1 - Summary of Significant Accounting Policies (Continued)
Derivatives
ASC Topic 815 requires that every derivative instrument be recorded in the balance sheet as either an asset or liability measured at its fair value The guidance requires that changes in the derivatives fair value be recognized currently in earnings unless specific hedge accounting criteria are met The Company provides customers with interest rate swap transactions and offsets the transactions with interest rate swap transactions with inter-bank dealer counterparties Derivative contracts entered into by the Company are limited to those that are treated as non-designated derivative instruments Changes in the fair value of these derivatives are reported in earnings as non interest income
Mot1gage Banking Activities
Commitments to fund individual mortgage loans (interest rate locks) to be sold into the secondary market are taken out on both a best efforts and mandatory basis Mandatory commitments which are not executed are subject to potential pair off fees which reflect the changes in the market value of these commitments should unfavorable rate changes occur The Bank has had a sufficient best efforts commitment pipeline to satisfy any potential fallout of individual mandatory commitments Any pair off fees incurred are not material
Stock-Based Compensation
Compensation cost is recognized for stock options and awards issued to employees based on the fair value of these awards at the date of grant A B lack-Scholes model is utilized to estimate the fair value of stock options Compensation cost is recognized over the required service period generally defined as the vesting period
Income Taxes
Income taxes are provided for the tax effects of the transactions reported in the financial statements and consist of taxes currently d ue plus deferred taxes related primarily to differences between the basis of the a llowance for credit losses other real estate owned non-accrual interest and State net operating loss carryforwards The deferred tax assets and liabilities represent the future tax return consequences of those differences which will either be taxable or deductible when the assets and liabilities are recovered or settled Deferred tax assets and liabilities are reflected at income tax rates applicable to the period in which the deferred tax assets or liabilities are expected to be realized or settled As changes in tax laws or rates are enacted deferred tax assets and liabilities are adjusted through the provision for income taxes The Company files consolidated income tax returns with its subsidiaries
The Company recognizes a tax position as a benefit only if it is more likely than not that the tax position would be sustained in a tax examination including resolution of related appeals or litigation p rocesses The amount recognized is the largest amount of tax benefit that is greater than 50 likely of being realized on examination For tax positions not meeting the more likely than not test no tax benefit is recorded The Company recognizes interest and penalties related to income tax matters in income tax expense
Comprehensive Income
Comprehensive income consists of net income and other comprehensive income Other comprehensive income includes unrealized gains and losses on securities available for sale which are also recognized as separate components of equity
13
STANDARD BANCSHARES INC AND SUBSI DIARIES
NOTES TO CONSOLI DATED FI NANCIAL STATEMENTS (in thousands except share data)
Note 1 - Summary of Significant Accounting Policies (Continued)
Trust Assets and Fees
Assets held in a fiduciary or agency capacity are not included in the consolidated balance sheets since such items are not assets of the Company_ Income from trust fees is recorded when received This income does not differ materially from trust fees computed on an accrual basis
Cash Flows
The Company considers al l cash and due from banks cash advanced under ATM funding agreements interest-bearing deposits in other banks and federal funds sold to be cash equivalents for the purposes of the statements of cash flows
Reclassification
Certain reclassifications have been made in the prior year financial statements to conform with the current year presentation with no effect on net income or shareholders equity
New Accounting Pronouncements
In January of 2014 the Financial Accounting Standards Board (FASB) issued guidance to clarify when an in substance repossession or foreclosure occurs and an entity is considered to have received physical possession of the residential real estate property such that a loan receivable should be derecognized and the real estate property recognized Additionally the guidance requires interim and annual disclosure of the amount of foreclosed residential real estate property held by the entity and the recorded investment in consumer mortgage loans collateralized by residential real estate property that are in the process of foreclosure according to local requirements of the applicable jurisdiction The guidance is effective for annual and interim periods beginning after December 15 2014 and can be applied retrospectively or prospectively Management does n ot expect the adoption of this guidance will materially impact the Companys financial condition resu lts of operations or liquidrty_
In January 2014 the FASB amended existing guidance to eliminate the effective yield election and to 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 Disclosures for a change in accounting principle are required upon transition The amendment is effective for annual and interim periods beginning after December 15 2014 Adoption of this standard is not expected to have a material effect on the Companys financial condition or results of operations
Subsequent Events
Management reviewed subsequent events for recognition and disclosure through March 13 2015 which is the date the financial statements were available to be issued_
14
STANDARD BANCSHARES INC AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (in thousands except share data)
Note 2 - Cash and Cash Equivalents
The Companys banking subsidiary is required by the Federal Reserve Bank to maintain certain average cash reserve balances The required reserve balance at December 31 2014 and 2013 was $1 7889 and $ 1 7 395 respectively
The nature of the Companys business requires that it maintain amounts due from banks federal funds sold and interest-bearing deposits in other banks which at times may exceed federally insured limits Management monitors these correspondent relationships and the Company has not experienced any losses in such accounts
Note 3 - Investment Securities
Carrying amounts and fair values of investment securities were as follows
December 3 1 2014 December 31 2013 Gross Gross Gross Gross
Amortized Unrealized Unrealized Fair Amortized Unrealized Unrealized Fair Cost Gains Losses Value Cost Gains Losses Value
Held-to-maturity
Mortgage-backed $ 266 $ 18 $ $ 284 $ 378 s 25 $ - $ 403 securlties - residential
States and political subdivisions 2230 2230
Trust preferred security 1 392 (342) 1 050 1384 372) 1012
Total held-to-maturity 3888 18 (342) 3564 1762 25 (372) 1 415
Available-for-sale US g overnment-sponsored 1 46410 72 (1 75) 1 46307 1 24245 186 124431
entities and agencies
Mortgage-backed securities - residential 3436 232 3668 1 1287 916 12203
Equity securtties 4235 184 441 9 2235 735 (16) 2954
Total available-for-sale 154081 488 (175) 154394 137767 1837 (16) 139588
Total investment securities $157969 $506 $(517) S157958 $1 39529 $1862 $ (388) $141 003
15
STANDARD BANCSHARES INC AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (in thousands except share data)
Note 3 - Investment Securities (Continued)
The amortized cost and fair value of debt securities at December 31 2014 by contractual maturity are shown below Maturities may differ from contractual maturttie in mortgage-backed securities -residential because the mortgages underlying the securities may be called or repaid without any penalties Equity securities have no maturity therefore these securities are not included in the maturity categories in the following summary
Amounts maturing in
One year or less After one year through five years After five years through ten years Over ten years Mortgage-backed securities - residential Equity securities
Total
Securities Held-to-maturity
Amortized Fair Cost Value
$2155 $2155 75 75
1392 1050 266 284
3 888 3 564
Securities Avaiiable-for-sale
Amortized Fair Cost Value
$ 33447 $ 33486 112963 112821
3436 3668 4 235 4 419
154 081 154 394
Equity securities include $4027 of Community Reinvestment Act (CRA) eligible mutual funds and $392 in Fannie Mae and Freddie Mac preferred stock
The proceeds from sales of securities available-for-sale and the associated gains and losses are listed below for the year ended 2014
Proceeds
Gross gains Gross losses
There were no sales of securities in 2013 or 2012
$6375
611
Investment securities with a carrying value of $115645 and $135656 at December 31 2014 and 2013 respectively were pledged to secure public deposits short-term borrowings and for other purposes required or permitted by law
Information pertaining to securities with gross unrealized losses at December 31 2014 and 2013 aggregated by investment category and length of time that individual securities have been in a continuous loss position follows
16
STANDARD BANCSHARES INC AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (in thousands except share data)
Note 3 - Investment Securities (Continued)
Less Than 1 2 Months
December 31 201 4
Held-to-maturity Trust preferred security
Available-for-sale US government-sponsored
entities and agencies
Fair Value
$
$76908
Gross Unrealized
Losses
$
$(1 75)
1 2 Months or Greater
Fair Value
$ 1 050
$
Gross Unrealized
Losses Fair Value
$(342) $ 1 050
$ $76908
Total Gross
Unrealized Losses
$ (342)
$ (1 75)
Less Than 1 2 Months 1 2 Months or Greater Total Gross Gross Grnss
Fair Unrealized Unrealized Unrealized December 31 2013 Value Losses Fair Value Losses Fair Value Losses
Held-to-maturity Trust preferred security $ $ $ 1 012 $(372) $ 1 0 1 2 $ (372)
Available-for-sale Equity securities $1 984 $ (1 6) $ $ $ 1 984 $ (1 6)
Management evaluates securities for other-than-temporary impairment at least on a quarterly basis and more frequently when economic or market concerns warrant such evaluation Consideration is given to (1) the length of time and the extent to which the fair value has been less than cost (2) the financial condition and near-term prospects of the issuer and (3) the intent and ability of the Company to retain its investment in the issuer for a period of time sufficient to allow for any anticipated recovery in fair value
The Company had seventeen securities in a loss position at December 31 2014 One security is a trust preferred security with an amortized cost of $1 392 and an unrealized loss of $342 The other sixteen securities are government sponsored entity and agency securities with an amortized cost of $77083 and an unrealized loss of $175
The unrealized loss on the trust preferred security and government-sponsored entities and agencies were related to changes in interest rates and illiquidity in the financial services industry Management has evaluated the prospects of the issuer in relation to the severity and duration of the impairment Based on that evaluation and managements ability and intent to hold those investments for a reasonable period of time sufficient for a forecasted recovery of fair value management does not consider those investments to be other-than-temporarily impaired at December 31 201 4
17
STANDARD BANCSHARES INC AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (in thousands except share data)
Note 4 - Loans
Major Classifications of loans are as follows
Construction and land development Commercial Commercial real estate non-owner occupied Commercial real estate owner occupied Residential real estate Consumer
Total
Origination fees - net of costs Allowance for credit losses
Loans net
201 4 $ 110343
449341 427043 569269 1 18612
97066
1 771 674
( 1 023) (26320)
$1744331
2013 $ 140294
324898 4 1 9775 550900 1 1 7 343 1 08664
166 1 874
(984) (40895)
$161 9995
Construction loans are generally based upon estimates of the cost and value associated with the construction of the property Construction loans often involve the disbursement of substantial funds with repayment primarily dependent upon the success of the completed project Sources of repayment for these types of loans may be permanent loans from long-term lenders or sales of developed property Generally these loans have a higher risk profile than other real estate loans due to their repayment being sensitive to real estate values interest rate changes governmental regulations of real property demand and supply of similar projects the availability of long term financing and changes in general economic condition
Commercial loans are primarily lines of credit and equipment loans that are secured by accounts receivable inventory fixed assets and sometimes with real estate These loans are repaid through the operating cash flow of the company The increase in commercial loans was due to generally improved business activity resulting from the stabilizing economy and our focus on generating growth in this category of lending in order to better diversify our commercial portfolio Commercial loans are underwritten after evaluating and understanding the borrowers ability to operate its business
Underwriting standards are designed to ensure repayment of loans and mitigate loss exposure As part of the underwriting process the Company examines current cash flows to determine the ability of the borrower to repay its obligations as agreed Commercial loans are primarily made based on the identified cash f lows of the borrowers and secondarily on the underlying collateral provided by the borrower
Commercial real estrite locins consisted primarily of loans to business owners and developersinvestors in owner and non-owner occupied commercial properties The Company classifies the properties into owner-occupied which represents loans where more than 50 of the rental income is from the owner of the property or a related company and non-owner occupied represents loans where less than 50 of the rental income is from the owner of the property Non-owner occupied can include 5-unit or more apartment buildings retail office buildings hotels warehouse and industrial properties Repayment will come from the rental income paid by the tenants or owner Commercial real estate loans are subject to underwriting standards and processes similar to commercial loans in addition to those standards and processes specific to real estate Commercial real estate lending typically involves higher loan principal amounts and the repayment of the loans is largely dependent upon the successful operation of the property securing the loan or the business conducted on the property securing the loan Commercial real estate loans may be more adversely affected by conditions in the real estate market or in the general economy The properties securing the Companys commercial real estate portfolio are diverse in terms
1 8
STANDARD BANCSHARES INC AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (in thousands except share data)
Note 4 - Loans (Continued)
of type and geographic location within our market area Management monitors and evaluates real estate loans based on cash flow collateral location and risk grade criteria
The residential real estate portfolio consists of 1-4 family first lien loans secured by the borrowers home and are generally within our market area Any loans outside our market area are to customers with homes or businesses in our market areas
The consumer loans consist of loans to individuals for consumer purposes home equity loans home equity lines of credit and second mortgages Consumer loans are centrally underwritten utilizing various loan policy guidelines that take into consideration the borrowers ability to repay and the collateral offered
At December 31 2014 and 2013 certain officers directors and companies in which they have beneficial ownership were indebted to the Bank in the aggregate amount of $32267 and $36457 respectively During 2014 no new loans were made to such related parties and net repayments on existing loans amounted to $4 1 90 During 2013 new loans made to such related parties amounted to $389 and net repayments on existing loans amounted to $2082
19
STANDARD BANCSHARES INC AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (in thousands except share data)
Note 4 - Loans (Continued)
All owance fo r Credit L osses
Following is a summary of the activity in the allowance for credit losses
Commercial Commercial Real Estate Real Estate Non-owner Owner Residential
December 31 2014 Construction Commercial Occu12ied Occu12ied Real Estate Consumer Total
Allowance for loan losses
Beginning balance $ 16575 $ 2072 $ 3390 $ 1 2255 $ 3545 $ 3057 $ 40895
Provision for credit losses (1 945) 1981 5370 (3859) 193 1 228 2967
Loans charged-off (1 1 039) ( 1 717) (4247) (2632) (475) (994) (211 04)
Recoveries 2 833 _llsect 200 __sectQ __fil1_ 3 562
Total ending allowance balance $_JJA23 L2A28 $_A79j_ $ 5 955 $ 3 323 $ 26 320
Commercial Commercial Real Estate Real Estate Non-owner Owner Residential
December 31 2013 Construction Commercial Occu12ied 0CCUQied Real Estate Consumer Total
Allowance for loan losses
Beginning balance $17755 $ 4168 $ 1 3052 $ 18109 $ 3317 $ 2805 $ 59206
Provision for credit losses 6401 (724) (839) 2310 742 861 8751
Loans charged-off (7635) (1472) (1 0720) (8237) (515) (659) (29238)
Recoveries _M __jQQ ---1sectfil 74 __ 1 -2Q --2J1sect Total ending allowance balance $16 57S $2J)72 $ 3 390 $ 12 256 L351s UD57 $ 40 895
Commercial Commercial Real Estate Real Estate Non-owner Owner Residential
December 31 2012 Construction Commercial Occu12ied 0CCUQied Real Estate Consumer Total
Allowance for loan losses
Beginning balance $13016 $ 3214 $ 5275 $ 11620 $ 1975 $ 1860 $ 36960
Provision for credit losses 791 6 4614 8620 6815 3149 2270 33384
Loans charged-off (6354) (3937) (917) (401) (1841) (1362) (14812)
Recoveries ---11lZ _____fl_ 74 75 ___M ___E 3 674
Total ending allowance balance $1L155 $A1fill iil3 052 gt rn ms $ 3 3JZ $ 2 605 $ 59 206
20
STANDARD BANCSHARES INC AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (in thousands except share data)
Note 4 - Loans (Continued)
The following tables present the balance of the allowance for loan losses and the recorded investment in loans by portfolio segment and based on impairment method
December 31 201 4
Allowance for Joan losses
Ending balance individually evaluated for impainnent
Ending balance collectively evaluated for impainnent
Total ending allowance
Loans Ending balance individually evaluated
for impainnent Ending balance collectively evaluated
for impainnent
Total ending loan balances
Oecember 31 2013
Allowance for loan losses
Ending balance individually evaluated for impainnent
Ending balance collectively evaluated for impainnent
Total ending allowance
Loans Ending balance individually evaluated
for impainnent Ending balance collectively evaluated
for impainnent
Total ending Joan balances
Construction
s 5136
1 287
_$ 6 423
$ 20252
90 091
$jj0 343
Construction
$ 14662
1 913
_$ J6 szs
$ 35249
1 05 045
S140 29plusmn
Commercial
$ 601
1 827
_$ 2 428
$ 871
448470
$449 34j
Commercial
$ 461
1 6 1 1
$ 2 OZ2
$ 2294
322604
$32plusmn 888
2 1
Commercial Real Estate Non-owner Occupied
$ 1 373
3 41 8
$ 4Z9J
$ 1 5345
411 698
$427 043
Commercial Real Estate Non-owner Occupied
$ 1 865
1 525
$ 3 390
$ 1 5176
404 599
$4J9 ZZ5
Commercial Real Estate
Owner Occupied
$ 5 1 6
5 449
_$ 5 965
$ 6706
562563
$569 269
Commercial Real Estate
Owner Occupied
$ 3331
8 925
$ j2 256
$ 1 7201
533699
$550 900
Residential Real Estate
$ 1 665
1 658
$ 3 323
$ 5795
1 1 2817
$118 612
Residential Real Estate
$ 1 496
2 049
$ 3 545
$ 3799
1 1 3 544
S1H 343
Consumer Total
s 2 160 s 1 1 451
1 230 14 869
_$ 3 GO $ 76320
s 4377 $ 53346
92689 1 71 8328
_$ 97 066 $j Vj 674
Consumer Total
s 1 334 $ 23149
1 723 17 746
$ 3 057 $ 40 895
$ 3592 $ 77311
1 0 5072 1 584 563
S10B 664 S1 661 8Z4
STANDARD BANCSHARES INC AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (in thousands except share data)
Note 4 - Loans (Continued)
The following tables present loans individually evaluated for impairment by class of loans
Unpaid Allowance for Average Principal Recorded Loan Losses Recorded
December 31 2014 Balance Investment Allocated Investment
Wrth no related allowance recorded Construction $1 4349 $ 2200 $ $ 2824
Commercial 1 866 266 623
Commercial real estate non-owner occupied 12128 1 0392 1 1 282
Commercial real estate owner occupied 1 0541 3771 3617
Residential real estate 999 999 1 1 58
Consumer 2 557 ____1MQ --- -----1m Subtotal $42440 $1 91 87 _$ __
- $20780
With an allowance recorded
Construction $24344 $1 8052 $5 136 $27023
Commercial 605 605 601 1 498
Commercial real estate non-owner occupied 7149 4953 1 373 4132
Commercial real estate owner occupied 3163 2935 5 1 6 8607
Residential real estate 4796 4796 1 665 3736
Consumer _____bill_ _____bill_ ____lJ_sectQ 2 997
Subtotal $42875 $34159 $1 1 451 $47993
Construction $38693 $20252 $5136 $29847
Commercial 2471 871 601 2121
Commercial real estate non-owner occupied 1 9277 1 5345 1 373 1 5414
Commercial real estate owner occupied 1 3704 6706 5 1 6 1 2224
Residential real estate 5795 5795 1 665 4894
Consumer 5 375 4 377 ____lJ_sectQ 4 273
Total $1U51 S6JUL1
22
Interest Income
Recognized
$ 460
69
361 2 1 9
5 1
___g $ 11 92
$ 325 1 1
72
1 1 5
1 20
$ 676
$ 785
80
433
334
1 71
-----2i $1 868
STANDARD BANCSHARES INC AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (in thousands except share data)
Note 4 - Loans (Continued)
Unpaid Allowance for Average Interest
Principal Recorded Loan Losses Recorded Income December 31 201 3 Balance Investment Allocated Investment Recognized
With no related allowance recorded Construction $ 3440 $ 2790 $ $ 6783 $ 1 5
Commercial 1 761 1 761 1 828 76
Commercial real estate non-owner occupied 9051 9051 1 0068 410
Commercial real estate owner occupied 3664 341 3 1 368 84
Residential real estate 1 284 1 284 1 254 26
Consumer 1 477 ------1Jn --- ____1dQsect_ ___2Q Subtotal $20677 $1 9426 L____ $22809 LJill
With an allowance recorded
Construction $41 71 0 $32459 $1 4662 $32 188 $ 671
Commercial 533 533 461 499 6
Commercial real estate non-owner occupied 6125 6125 1 865 1 1 128 45
Commercial real estate owner occupied 20172 1 3788 3331 1451 6 318
Residential real estate 25 1 5 251 5 1 496 2170 1 01
Consumer 2 465 2 465 Subtotal $73520 $57885 $23149 $62354 llill
Construction $45150 $35249 $14662 $38971 $ 686 Commercial 2294 2294 461 2327 82
Commercial real estate non-owner occupied 1 5176 1 5176 1 865 21 1 96 455
Commercial real estate owner occupied 23836 17201 3331 15884 402
Residential real estate 3799 3799 1 496 3424 1 27
Consumer 3 942 3592 3 361 ___sectpound Total $M1_9Z $77 311 $23 149 $ll_5_1fill $1 814
23
STANDARD BANCSHARES INC AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (in thousands except share data)
Note 4 - Loans (Continued)
Unpaid Allowance for Average Interest
Principal Recorded Loan Losses Recorded Income December 31 2012 Balance I nvestment Allocated I nvestment Recognized
With no related allowance recorded Construction $ 2712 $ 1 819 $ $ 3600 $ 346
Commercial 1 763 1 410 1 931 7
Commercial real estate non-owner occupied 1 448 1 448 2451 1 5
Commercial real estate owner occupied 2238 2238 9805 60
Residential real estate
Consumer ---1Jlllli - ---1Jm --- ---
Subtotal $1 0056 $ 741 3 L___ $1 9690
With an allowance recorded Construction $43737 $ 39645 $12359 $45048 $ 455
Commercial 270 270 271 276
Commercial real estate non-owner occupied 27925 27489 1 1 777 20670 709
Commercial real estate owner occupied 4584 4584 1 782 4252 88
Residential real estate 3824 1 622 802 3842 88
Consumer 2885 ____LlQsect ______lQg Subtotal $83225 $ 7481 6 $27300 $76986 $ 1 373
Construction $46449 $41 464 $1 2359 $48648 $ 801 Commercial 2033 1 680 271 2207 7
Commercial real estate non-owner occupied 29373 28937 1 1 777 23121 724
Commercial real estate owner occupied 6822 6822 1 782 14057 148
Residential real estate 3824 1 622 802 3842 88
Consumer 4 780 1 704 ______lQg _isectQ1 ___TI Total Sfil281 $R222_9_
Interest income recognized includes interest accrued and collected on the outstanding balances of accruing impaired loans as well as interest cash collections on non-accruing loans and impaired loans for which the ultimate collectability of principal is not certain
24
STANDARD BANCSHARES INC AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (in thousands except share data)
Note 4 - Loans (Continued)
The following is an analysis of the age of the recorded investment in past due and nonaccrual Joans
December 31 2014
Construction
Commercial Commercial real estate
non-owner occupied Commercial real estate
owner occupied Residential real estate
Consumer
Total
December 31 201 3
Construction
Commercial Commercial real estate
non-owner occupied Commercial real estate
owner occupied
Residential real estate
Consumer
Total
Credit Qu ality Indicators
30-59 days
$ 398
714
122 726
1 457
30-59 days
$
1 89
41
61
907
_____sectQl_ $2 061
90 days or more past
due and 60-89 days accruing
$ 72 $
1 53
290 533
1 1 5 944 1 5
_filsect ___fil_ S2115 $_Z1fi
90 days or more past due and
60-89 days occruing
$ 672 $
66
770
395 1 9
886 248
-11sect _____sect $2 907 $_3j_Q
Total Past Current Non-accrual Due Loans Total
$20252 $20722 $ 89621 $ 1 1 0343
871 1 738 447603 449341
7291 81 1 4 41 8929 427043
26 1 2 2849 566420 569269 6424 8109 1 1 0503 1 1 861 2
4 039 6235 90 831 97 066
$41 489_ $1 723 907 $1 V1 674
Total Past Current Non-accrual Due Loans Total
$1 7361 $18033 $ 1 22261 $ 1 40294
479 734 324164 324898
6230 7041 412734 41 9775
131 08 13583 537317 550900
551 8 7559 1 09784 1 1 7343
4 1 76 5200 1 03 464 1 08 664
$52 150 $1 609 724 $1 661 874
The Company categorized its non-homogenous Joans into risk categories based on relevant information about the ability of borrowers to service the debt such as among other factor$ current financial information historical payment experience credit documentation public information and current economic trends The Company analyzes loans individually by classifying the Joan as to credit risk This analysis is done annually on a Joan by loan basis The Company uses the following definitions for classified risk ratings
Pass Loans classified as Pass are considered to be performing Joans that have adequate cash flow andor collateral based upon our underwriting process
Special Mention Loans classified as special mention have a potential weakness that deserves managements close attention If left uncorrected these potential weaknesses may result in deterioration of the repayment prospects for the Joan or of the institutions credit position at some future date
25
STANDARD BANCSHARES INC AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (in thousands except share data)
Note 4 - Loans (Continued)
Substandard Loans designated as substandard are inadeq uately protected by the current net worth and paying capacity of the obligor or the collateral pledged if any Loans have a wellshydefined weakness or weaknesses that jeopardize the liquidation of the debt They are characterized by the distinct possibility that the Bank will sustain some loss if the deficiencies are not corrected
Performing Not Rated Loans classified as Performing Not Rated are considered to be performing loans at the time of u nderwriting but historically ones in which we do not obtain updated financial information after the loans are originated These are generally consumer loans first mortgage home loans and home equity loans
Loans not meeting the criteria above are analyzed individually as part of the above described process and are considered to be unclassified loans Based on the most recent analysis perfornied the loan risk classifications are as follows
Special Performing December 31 2014 Pass Mention Substandard Not Rated Total
Construction $ 80127 $ 7719 $ 21249 $ 1 248 $ 1 1 0343
Commercial 442867 4915 1 559 449341
Commercial real estate non-owner occupied 399762 1 8880 8401 427043
Commercial real estate owner occupied 531 31 5 27295 1 0659 569269
Residential real estate 29747 1 1 9 8250 80496 1 1 8612
Consumer 8 91 0 312 5 939 81 905 97 066
Total $1 192 728 $ 59240 $ 56 057 SJ63 649 S1 ZZJ 6H
Special Performing December31 2013 Pass Mention S ubstandard Not Rated Total
Construction $ 90330 $ 9396 $ 37394 $ 3174 $ 1 40294
Commercial 309074 1 0445 4489 890 324898
Commercial real estate non-owner occupied 400738 10570 8467 419775
Commercial real estate owner occupied 502095 1 0840 37965 550900
Residential real estate 3567pound 1 09 7881 73677 1 17 343
Consumer 9 099 -----1fill 7 828 89 826 1 08664
Total SJ 47 OJ2 M32Z1 $104 021 S167 567 $1 661 871
The Bank considers the performance of the loan portfolio and its impact on the allowance for loan losses For residential and consumer loan classes the Bank evaluates credit q uality based on the payment and aging status of the loan Payment status is reviewed on a q uarterly basis with respect to determining adequacy of the allowance for Joan losses
26
STAN DARD BANCSHARES INC AND SUBSI DIARIES
NOTES TO CONSOLI DATED FI NANCIAL STATEMENTS (in thousands except share data)
Note 4 - Loans (Continued)
Tro ubled Debt Restructurings (TOR)
Loans classified as TD Rs totaled $1 8541 as of December 31 201 4 of which $1 5665 were performing and $2876 were on non-accrual loans classified as TDRs totaled $1 8095 as of December 31 201 3 of which $1 6596 were performing and $1 499 were on non-accrual
The Bank has allocated $1 797 and $ 1 3 1 4 in specific reserves to customers whose loan terms have been modified in troubled debt restructurings as of December 31 201 4 and 201 3 The Bank has committed to lend additional amounts of $45 and $26 as of December 31 201 4 and 201 3 to customers with outstanding loans that are considered to be troubled debt restructurings These loans involved the restructuring of terms to allow customers to mitigate the risk of foreclosure or default by meeting a lower loan payment requirement based upon their current cash flow These may also include loans that renewed at existing contractual rates but below market rates for comparable credit For commercial loans these m odifications typically include a lowering of the interest rate on the loan In some cases the modification will include separating the note into two notes with the first note structured to be supported by current cash flows and collateral and the second note made for the remaining unsecured debt The second note is charged off immediately and collected only after the first note is paid in full This modification type is commonly referred to as an A-B note structure For consumer mortgage loans the restructuring typically includes a lowering of the interest rate to provide payment and cash flow relief For each restructuring a comprehensive credit underwriting analysis of the borrowers financial condition and prospects of repayment under the revised terms is performed to assess whether the structure can be successful and that cash flows will be sufficient to support the restructured debt Anmiddot analysis is also performed to determine whether U1e restructured loan should be on accrual status Generally if the loan is on accrual at the time of restructure it will remain on accrual after the restructuring In some cases a nonaccrual loan may be placed on accrual at restructuring if the loans actual payment h istory demonstrates it would have cash flowed under the restructured terms After six consecutive payments under the restructured terms a nonaccrual restructured loan is reviewed for possible upgrade to accruing status
As with other impaired loans an al lowance for loan loss is estimated for each TOR based on the most likely source of repayment for each loan For impaired loans secured by real estate that are collateral dependent the allowance is computed based on the fair value of the underlying collateral For impaired loans where repayment is expected from cash flows from business operations the allowance is computed based on a discounted cash flow computation
27
STANDARD BANCSHARES INC AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (in thousands except share data)
Note 4 - Loans (Continued)
Troub led Debt Restructurings (TOR) (Continued)
The following table presents loans by c lass modified as troubled debt restructurings that occurred during the years ended December 31 2014 and 2013
Pre- Post-modification modification
Number outstanding outstanding 2014 of loans recorded recorded
investment investment Construction 1 $ 706 $ 813 Commercial real estate owner occupied 2 483 564 Residential real estate 3 1206 1 206 Consumer 5 563 563
Total 11 $2958 $3146
2013 Commercial real estate non-owner occupied 3 $14371 $ 8 670 Commercial real estate owner occupied 3 3505 3581 Commercial 2 1758 1804 Residential real estate 1 403 403
Total 9 $20037 $1 4458
The troubled debt restructurings modified in 2014 and 2013 described above increased the allowance for credft losses by $784 and $317 and did not result in any post-modification charge offs during the years ended December 31 2014 and 2013 respectively
28
STAN DARD BANCSHARES I NC AND SUBSIDIARI ES
NOTES TO CONSOLI DATED FI NANCIAL STATEMENTS (in thousands except share data)
Note 4 - Loans (Continued)
Tro uble d Debt R estructurings TOR ) (Continued)
The following table presents troubled debt restructurings by class and type of modification that occurred during the years ended December 31 2014 and 2013
AB Note Rate Restructure Reduction
2014 Construction $ $ -
Commercial real estate owner occupied 48
Residential Real Estate Consumer 218
Total $ $266
AIB Note Rate Restructure Reduction
2013 Commercial real estate non-
owner occupied $13901 $ 470 Commercial real estate
owner occupied 3073 Commercial 1758 Residential Real Estate 403
Total $13901 $5704
29
Rate Reduction
To Pay amp Advance Taxes of Funds
$ $ 706
435
$435 $ 706
Rate Reduction
To Pay amp Advance Taxes of Funds
$ $
432
$432 $
I nterest Only
Period
$
1206 345
$1551
I nterest Only
Period
$
$
Total
$706
483 1206
563 $2958
Total
$14371
3505 1758
403 $20037
STANDARD BANCSHARES I NC AND SUBSI DIARIES
NOTES TO CONSOLI DATED FINANCIAL STATEMENTS (in thousands except share data)
Note 4 - Loans (Continued)
Troubled Deb t Restru cturings (TOR) (Continued)
The following table presents loans by class modified as troubled debt restructurings for which there was a payment default within twelve months fol lowing the modification during the year ended December 3 1 2014 There were no payment defaults within twelve months following the modification during the year ended December 31 201 3
2014 Commercial
N umber of loans
1
Recorded Investment
$1 600
The troubled debt restructurings that subsequently defaulted in 2014 described above increased the allowance for credit losses by $233 during the year ended December 31 2014 In 2013 there were no troubled debt restructurings for which there was a payment default within twelve months following the modification The troubled debt restructurings resulted in $1600 of charge offs during the year ended December 31 201 4 The troubled debt restructurings did not result in any charge offs during the year ended 2013
Note 5 - Mortgage Servicing Rights
Following is a summary of the activity for mortgage servicing rights
Beginning balance Costs capitalized Accumulated amortization
Ending balance
2014 $ 2726
544 (835)
$ 2 435
2013 $ 2169
1 339 (782)
$ 2 726
2012 $ 1525
1434 (790)
$ 2 169
The aggregate fair value of mortgage servicing rights is based on fundamental analysis and the present value of expected future cash inflows In estimating fair value assumptions have been made regarding prepayment default and interest rates Mortgage servicing rights do not trade in an active market with readily observable prices The Company uses an independent third party to determine the fair value of mortgage servicing rights by estimating the fair value of the future cash flows associated with the mortgage loans being serviced Key economic assumptions used in measuring the fair value of mortgage servicing rights include but are not limited to prepayment speeds discount rates delinquencies and costs to service
A fair market estimate was completed by an independent third party in November 201 4 to determine the amount at which the asset could be exchanged in a current transaction between willing parties other than in a forced liquidation or sale Fair value was estimated based in part on the discounted future cash flows estimated to be received The evaluation used a discount rate for each pool of loan servicing rights which is intended to represent the estimated market yield and estimated cash flow for each pool of servicing rights by utilizing an assumed prepayment speed based on the characteristics of each pool No assurance can be given that the actual prepayments will conform to the prepayment speeds assumed The calculated fair value was compared to market values where possible to ascertain the reasonableness of the valuation in relation to the current market expectations
Mortgage servicing rights outstanding Estimated fair value as a percentage of loans serviced Principal value of loans serviced Estimated fair value of servicing rights outstanding
30
201 4 $ 2435
083 $394217 $ 3272
201 3 $ 2726
083 $382221 $ 3 1 72
STANDARD BANCSHARES INC AND SUBSIDIARIES
NOTES TO CONSOLI DATED FINANCIAL STATEMENTS (in thousands except share data)
Note 6 - Premises and Equipment
Major classifications of these assets are summarized as follows
Land Bank premises Furniture and equipment
Accumulated depreciation Premises and equipment - net
2014 $ 21 699
58 179 31 388
1 1 1 266 (50352)
$ 609 14
201 3 $ 2361 0
69 1 33 44467
1 3721 0 (71 428)
$ 65782
Depreciation expense amounted to $3479 $3668 and $3949 in 2014 201 3 and 2012 respectively_
The Company sold land buildings and vehicles for total proceeds of $1 824 $2 and $1 8 resulting in gross gains on sales of $49 1 $1 and $ 1 8 in the years ending December 3 1 2014 201 3 and 201 2 respectively
In December 2014 the Company signed a definitive agreement to enter into a sale-leaseback of land and buildings for two of its locations The Company designated $ 1 462 of premises as held for sale No write-down was taken at the time of transfer as the assets were anticipated to be sold at a gain In February 2015 the Company closed on a transaction a portion of the gain on sale was recognized in non-interest income The remaining gain was deferred and will be amortized into non-interest income over the lease term
Note 7 - Other Real Estate Owned
Activity in other real estate owned is summarized as followsmiddot
Beginning balance Acquired through or in lieu of foreclosure Proceeds from sales Gain (loss) on sales Write down on other real estate owned
Ending Balance
2014 $ 1 2 930
6 035 (2004)
426 ( 1 1 54)
$1 6233
2013 $1 6896
3 912 (51 35)
170 (2913)
$1 2930
201 2 $ 1 1 496
1 2 1 08 (4096)
(1 36) (2476)
$ 1 6 896
Operating expenses associated with other real estate owned net of write-downs on other real estate owned were $498 $1 96 and $976 in 2014 201 3 and 201 2 respectively
Note 8 - Intangibles
Core deposits Accumulated amortization Core deposits net
2014 2013
$ 8946 (7798)
$ 1 148
$ 8946 (7 1 05)
$ 1 841
Amortization expense amounted to $693 $789 and $885 in 2014 2013 and 20 12 respectively Core deposit intangibles are amortized over an estimated life of fifteen years
middot----- l n-201-2-the-Gompany-reGorded-a-ful l-write-down-of-$239g7-of-goodwill-as-it-was-determined-t0-be--shy
impaired_
3 1
STAN DARD BANCSHARES INC AND SUBSI DIARIES
NOTES TO CONSOLI DATED FI NANCIAL STATEMENTS (in thousands except share data)
Note 9 - Bank Owned Life Insurance
The Bank acquired life insurance policies through prior bank acquisitions and by direct purchase At December 3 1 2014 and 2013 the cash surrender value of these policies was $48470 and $47033 respectively No additional l ife insurance was purchased during 2014 or 2013
Note 10 - Deposits
Deposits at December 3 1 2014 and 2013 by major category are as follows
Demand deposits Non-interest-bearing Interest-bearing
Total demand deposits Savings deposits Time deposits Brokered deposits
Total deposits
2014
$ 612646 492 799
1 1 05445 374142 405857 1 08 1 28
$1 993 572
201 3
$ 536325 525 145
1 061 470 36341 8 427815
66 402
$1 91 9 1 05
The aggregate amount of deposits reclassified as loans (overdrafts) amounted to $2548 and $2781 at December 3 1 2014 and 201 3 respectively
Time deposits that met or exceed the FDIC insurance limit of $250 at year-end 201 4 and 2013 were $1 1 0 1 77 and $92681 respectively
At December 3 1 2014 scheduled maturities of certificates of deposit including brokered deposits are as follows
201 5 2016 2017 201 8 201 9 2020 and thereafter
$408455 65585 1 9838
9830 1 0277
$513 985
Deposits from related parties totaled $33614 and $32595 at December 31 2014 and 201 3 respectively
32
STANDARD BANCSHARES INC AND SU BSI DIARIES
NOTES TO CONSOLI DATED FINANCIAL STATEMENTS (in thousands except share data)
Note 1 1 - Advances from Federal Home Loan Bank
There were no outstanding advances with the Federal Home Loan Bank at December 3 1 201 3 The indebtedness to the Federal Home Loan Bank at December 3 1 2014 was $1 5000 consisting of the following fixed rate advances
Due Date
June 27 201 6 June 27 201 6
Total advances
I nterest Rate
057 057
2014
$1 3000 2 000
$1 5 000
Al l advances and letters of credit from the Federal Home Loan Bank (FHLB) were secured by a g eneral lien on qualifying commercial real estate residential mortgages and home equity loans of the Bank Each advance is payable at its maturity date with a prepayment penalty for fixed rate advances Letters of credit outstanding from the FHLB totaled $3872 and $41 946 at year-end 2014 and 201 3 respectively The advances and letters of credit were collateralized by $679990 of commercial real estate and mortgage loans in 2014 and $203845 of mortgage loans under a blanket lien arrangement at year-end 2013 Based on this collateral and the Companys holdings of FHLB stock the Company was eligible to borrow up to a total of $26951 3 at year-end 2014
Note 1 2 - Other I ncome
Other income consists of the following
Gain (loss) on sale of other real estate owned Gain on sale of premises and equipment Debit cardATM fees Trust feesBrokerage Fees Loan fees and commissions Cash management Bank Owned Life Insurance income Miscellaneous income
Total other income
33
2014
$ 426 491
28 1 8 2533
658 2641 1 437
921
lll 1 925
201 3 201 2
$ 1 70 $ ( 1 36) 1 1 8
2935 2829 2364 1 927
680 932 2286 2020 1 437 1 469 1 267 886
ll1 1 1 40 ll 9 945
STANDARD BANCSHARES INC AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (in thousands except share data)
Note 1 3 - Employee Benefit Plans
Profit Sharing
The Companys bank subsidiary maintains a defined contribution 401 (k) Plan Under terms of the Plan employees meeting age and service requirements may elect to have their compensation reduced and have that amount contributed to the Plan as a salary deferral contribution The Bank at its discretion may make a matching contribution to the Plan equal to a u niform percentage of the salary deferral contributions Apart from any matching contribution the Bank may also make a separate discretionary contribution to the Plan The final liability for matching contributions if any is determined after yearshyend requiring the Bank to estimate its discretionary contribution expense at year end Contribution expense recorded by the Bank amounted to approximately $ 1 1 79 $1 254 and $ 1 685 for 2014 201 3 and 201 2 respectively
Non-Qualified Plan
The Bank maintains a non-qualified deferred compensation plan for a select group of management and employees as determined by the Board of Directors Annual awards if any are based o n preshyestablished performance criteria which are communicated to eligible employees Benefits under the Plan vest after a five year period The liability under the Plan was $403 and $503 as of December 3 1 2014 and 201 3 respectively There was n o expense recorded in 2014 2013 o r 2012
Non qualified Sto ck Option Plan
Pursuant to the Capital Raise Investment Agreements on February 1 2 20 1 3 the Board of Directors of the Company adopted the Standard Bancshares Inc Stock Option Incentive Plan to be effective immediately after the Closing of the capital raise (please refer to Note 21 ) Pursuant to the Stock Option Incentive Plan the Compensation Committee of the Board of Directors of the Company is authorized to grant Incentive Stock Option awards Nonqualified Stock Option awards or a combination thereof to certain officers directors consultants or employees of the Company or any of its Subsidiaries or Affiliates aggregating up to 5402524 shares of the Companys common stock
The option price per share of stock purchasable under a stock option shall not be less than 1 00 of the fair market value of the common stock on the day of the grant Stock option vesting is based o n two components 1 ) a time vested option that vests over four years one fourth on each of the first four anniversaries from the option grant date and 2) a performance vested option that vests if there is an exit event resulting in the investor actually realizing an internal rate of return (RR) greater than or equal to 1 2 based on their original investment of $465 per share on February 22 201 3 Vesting is subject to acceleration in certain circumstances The options will expire if not exercised within 1 0 years of the
middot
date of grant and under certain other (employment) circumstances
The fair value of options granted was estimated on the date of grant using the Black Scholes optionsshypricing model using the assumptions noted in the table and commentary below The risk free rate of return is based on the constant maturity yield of a US Treasury note with a fixed rate term of 1 0 years at date of grant The volatility rate is derived from historical index values of publicly-traded commercial banks with assets between $1 and $5 billion Index values of comparably sized companies were used as a proxy because the Companys common stock is not exchange-listed and there is not an active trading market for the common stock The dividend yield assumption is based o n the Companys expected dividend payouts
34
STANDARD BANCSHARES INC AND SUBSIDIARI ES
NOTES TO CONSOLIDATED FI NANCIAL STATEMENTS (in thousands except share data)
Note 1 3 - Employee Benefit Plans (Continued)
Risk free rate of return
2014 20 1 3
275 1 97 Time remaining until expiration of the options Volatility rate
1 O years 1 0 years 1 392 1 587
Dividend yield 000 000
A summary of the activity in the non-qualified stock option plan for 2014 follows Weighted Average
Weighted Remaining Average Contractual
Number of Exercise Term Time Vested Stock Options Shares Price (in years)
2014 Outstanding at beginning of year 1 46651 5 $ 465 915
Granted 1 1 701 95 515 916 Exercised
Expired
Forfeited (23545) 494 870
Outstanding at end of year 2613 165 $ 487 860
Exercisable at end of year 366629 $ 465 815
2013 Outstanding at beginning of year $ Granted 1 466515 465 9 15 Exercised
Expired
Forfeited
Outstanding at end of year 1 465515 $ 465 9 15
Exercisable a t end o f year $
Aggregate Intrinsic Value
$ 1 1 1 8
$ 238
$ 733
$
The weighted average fair value of time vested options granted during 201 4 and 201 3 was $1 21 and $1 3 2 per option respectively
35
STANDARD BANCSHARES INC AND SUBSIDIARI ES
NOTES TO CONSOLIDATED FI NANCIAL STATEMENTS (in thousands except share data)
Note 1 3 - Employee Benefit Plans (Continued)
Performance Vested Stock Options 2014 Outstanding at beginning of year
Granted
Exercised
Expired
Forfeited
Outstanding at end of year
Exercisable at end of year
2013 Outstanding at beginning of year
Granted
Exercised
Expired
Forfeited
Outstanding at end of year
Exercisable at end of year
1 466515
1 170195
(26909)
2609801
1 465515
1 465515
$ 465
515
490
$ 487
$
$ 465
$ 465
$
91 5
91 6
864
860
g_1 5
91 5
$ 1 1 1 8
$
$ 733
$
The weighted average fair value of performance vested options granted during 201 4 and 201 3 was $040 for each year
Time Ve ste d O ption s
The Company recognized $782 and $44 I of stock-based compensation expense related to the granting of time vested stock options for the years ended December 20 14 and 2013 respectively There were no time vested options granted in 2012
As of December 3 1 201 4 there was $2 1 30 of total unrecognized compensation cost related to nonshyvestediime vested options granted underthe Plan The unrecognized cost is expected to be recognized over a weighted-average period of 26 years
Performan ce Veste d O ption s
The value of the performance vested options is a function of 1 ) the likelihood of a n Exit Event and 2) the likelihood of that Exit Event achieving the 1 2 IRR threshold These weighted average probabilities are then m ultiplied by the full value of a time vested option to derive the value of the performance options
The valuation methodology for the performance vested options involved ihree separate analysis
I Sale of control analysis 2 Initial public offering analysis 3 Remain private analysis
There was no expense recorded in 201 4 and 201 3 related to the performance vested options
There were no performance vested options granted in 201 2
36
STANDARD BANCSHARES INC AND SUBSIDIARI ES
N OTES TO CONSOLI DATED FI NANCIAL STATEMENTS (in thousands except share data)
Note 1 3 - Employee Benefit Plans (Continued)
As of December 3 1 2014 there was $1 059 of total unrecognized compensation cost related to nonshyvested performance vested options granted under the Plan The cost is expected to be recognized when it is determined that it is probable that a qualifying Exit Event will occur
Note 1 4 - Commitments
Operating Leases
The Bank leases property at various branch locations unde r terms that are considered to be an operating lease The leases expire in various years through 2020 Office rent expense was $728 $875 and $919 for 2014 2013 and 2012 respectively
Other Co mmitments
The Bank has a contract with a computer seNice company that expires in 201 6 Data processing expense was $2729 $2746 and $2424 for 201 4 201 3 and 2012 respectively
Annual future minimum payments for these agreements are as follows
Note 1 5 - Income Taxes
Year ending December 31 201 5 201 6 2017 20 1 8 201 9 2020 and thereafter
$3037 2884
394 203 1 26
1 6 $6 660
The components of the provision (benefit) for income taxes are as follows
Current Deferred Total Tax Expense (Benefit)
2014 $ 3494
7 1 62 $ 1 0656
201 3 $ 2373
3425 $ 5798
2012 $ 1 306
(6928) $ (5622)
The effective tax rate differs from the federal statutory rate primarily due to the following
Tax at statutory federal income tax rate Tax exempt interest income State income taxes net of federal benefit BOLi income Meals and entertainment Non-deductible expenses Goodwill impairment
201 4
$8483 (133) 1 5 1 6 (486)
77 76
Stock settled rights expense 639
201 3 $ 4750
(82) 766
(486) 84
1 02
2012 $(1 2371 )
(1 08) (866) (500)
79 80
8 1 55
O th enet--=====48=====664=--====(-l --
$1 0656 $ 5798 $ (5622)
37
STANDARD BANCSHARES INC AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (in thousands except share data)
Note 1 5 - Income Taxes (Continued)
The net deferred tax asset included at December 31 2014 and 2013 consists of the following
2014 201 3 Gross deferred tax assets
Allowance for loan losses $19212 $23305 Other real estate owned 2866 49 1 6 Non-accrual loan interest 4064 3 991 State net operating loss 1 835 2358 Accrued compensation 1 938 1 471 Depreciation 1 387 1 412 FNMA amp FHLMC preferred stock 1 270 1 270 Other assets 271 434
Total gross deferred tax assets $32843 $39 157
Gross deferred tax liabilities Purchase accounting adjustments $ 1 069 $ 1 282 Mortgage servicing rights 946 1 060 Unrealized gainloss on AFS securities 1 1 9 692 Other liabilities 1 306 1 31
Total gross deferred tax liabilities $ 3440 $ 3 165
Net deferred tax asset $29403 $35992
At December 31 2014 the Company has $33929 of Illinois net operating loss carryforwards expiring in 2025 and $2330 Indiana net operating Joss expiring in 2025 and 2026 which will be available to reduce future taxable income
The Company does not expect the total amount of unrecognized tax benefrts to significantly change in the next twelve months The Company recognized no interest andor penalties related to tax matters in tax expense
The Company and its subsidiaries are subject to US federal income tax as well as income tax of the state of Illinois and Indiana The Company is no longer subject to examination by taxing authorities for years before 201 0
3 8
STAN DARD BANCSHARES INC AND SUBSIDIARIES
NOTES TO CONSOLI DATED FI NANCIAL STATEMENTS (in thousands except share data)
Note 1 6 - Contingent Liabilities and Commitments
The Company does not reflect in its financial statements various commitments and contingent liabilities which arise in the normal course of business and which involve elements of credit risk interest rate risk and liquidity risk These commitments and contingent liabilities are commitments to extend credit commercial letters of credit and standby letters of credit A summary of the Banks commitments and contingent liabilities at December 31 is as follows
Commitments to extend credit under Unused commercial and other lines of credit Unused equity lines of credit Standby letters of credit
2014 201 3
$262907 46 125 42041
$234893 52905 40284
Commitments to extend credit commercial letters of credit and standby letters of credit a l l include exposure to some credit loss in the event of nonperformance of the customer The Banks credit policies and procedures for credit commitments and financial guarantees are the same as those for extension of credit that are recorded on the consolidated balance sheet Because these instruments have fixed maturity dates and because many of them expire without being drawn upon they do not generally present any significant liquidity risk to the Bank The Bank has not incurred any significant losses on its commitments in either 2014 201 3 or 2012
The Bank is party to litigation and claims arising in the normal course of business Management after consultation with legal counsel believes that the liabilities if any arising from such litigation and claims will not be material to the Companys consolidated financial position
Note 1 7 - Derivatives
D erivative contracts entered into by the Company are limited to those that are treated as non-designated derivative instruments The Company provides customers with interest rate swap transactions and offsets the transactions with interest rate swap transactions with inter-bank dealer counterparties as a means of offering risk management solutions to customers As ofDecember 3 1 2014 there were $6006 outstanding in notional values of swaps where the Company pays a variable rate of interest and the customer pays a fixed rate of interest This position is offset with counterparty contracts where the Company pays a fixed rate of interest and receives a floating rate of interest The estimated fair value of interest rate swaps was recorded as an asset of $207 and as a liability of $214 as of December 31 2014 Swaps with customers and inter-bank dealer counterparties are carried at fair value with adjustments recorded in other income The net effect of fai r value adjustments running through the income statement was immaterial during the year ended December 31 2014 There were no interest rate swap derivatives as of December 3 1 2013
3 9
STANDARD BANCSHARES I NC AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (in thousands except share data)
Note 1 8 - Financial I nstruments Fair Value Disclosure
The fair value measurement accounting Hterature establishes a fair value hierarchy which requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value The standard describes three levels of inputs that may be used to measure fair value
1 Level 1 - Unadjusted quoted mariltet prices in active markets that are accessible at the measurement date for identical unrestricted assets
2 Level 2 - Significant other observable inputs other than Level 1 prices such as quoted market prices for similar assets and liabilities quoted prices in markets that are not active or other inputs that a re observable or can be corroborated by observable market data
3 Level 3 - Signlficant unobservable inputs that reflect a reporting entitys own assumptions about the assumptions that mariltet participants would use in pricing an asset o r liability
A financial instruments level within the fair value hierarchy is based on the lowest level of input that is significant to the fair value measurement
Fair values of assets measured on a recurring basis at December 3 1 2014 and 2013 are as follows
De ce mbe r31 2014 Financial Assets
Securities available-for-sale US government sponsored entities and agencies Mortgage-backed securities - residential Equity securities
Total securities available-for-sale
Derivatives
Financial Liabilities
Derivatives
De ce mbe r 31 2013 Financial Assets Securities available-for-sale
US government sponsored entities and agencies Mortgage-backed secu rities - residential Equity securities
Total securities available-for-sale
Fair Value
$1 46307 3668 4 41 9
$1 54 394
$ 207
$ 214
$ 1 24431 1 2203
2 954 $ 1 39 588
Fair Value Measurements Usin1 Quoted Significant P rices Other
in Active Observable Markets Inputs (Level 1 ) (Level 2)
$
392 $ 392
$ -
$ -
$
$1 46307 3668 4 027
$1 54 002
$ 207
$ 2 1 4
$ 1 24431 12203 1 984
$1 38 61 8
Significant Unobservable
Inputs (Level 3)
$
$
$
$
$
$
As of December 31 2014 and 2013 there were no transfers between levels
40
STANDARD BANCSHARES I NC AND SUBSI DIARIES
NOTES TO CONSOLI DATED FI NANCIAL STATEMENTS (in thousands except share data)
Note 1 8 - Financial I nstruments Fair Value Disclosure (Continued)
The fair values of marketable equity securities available-for-sale are generally determined by quoted market prices in active markets for each specific security (Level 1 measurement inputs) If Level 1 measurement inputs are not available for a marketable equity security the fair value is determined by the quoted market price of a similar security traded in an active market (Level 2 measurement inputs)
The fair values of debt securities available-for-sale are generally determined by matrix pricing which is a mathematical technique widely used in the industry to value debt securities without relying exclusively on quoted market prices for the specific securities b ut rather by relying on the securities relationship to other benchmark quoted securities (Level 2 measurement inputs)
Derivative s
The fair value of derivatives are based o n valuation models using observable market data a s of the measurement date (Level 2) Our derivatives are traded in an over-the-counter market where quoted market prices are not always available Therefore the fair values of derivatives are detenmined using quantitative models that utilized multiple market inputs The inputs will vary based on type of derivative but could include interest rates prices and indices to generate continuous yield or pricing curves prepayment rates and volatility factors to value the position The majority of market inputs are actively quoted and can be validated through external sources including brokers market transactions and thirdshyparty pricing services
Fair values of assets measured on a nonrecurring basis are as follows
Oe ce mbe r31 2014 Other real estate owned net Impaired loans Loans held for sale Mortgage servicing rights
De ce mbe r 31 2013 Other real estate owned net Impaired loans Loans held for sale Mortgage servicing rights
Fair Value
$ 1 6233 41 895
8274 2435
$12 930 54 1 62
5408 2726
Fair Value Measurements Using Quoted Significant Prices Other
in Active Observable Markets Inputs (Level 1 ) (Level 2)
$ $
8274
$ - $
5408
Significant Unobservable
Inputs (Level 3)
$ 1 6233 41 895
2435
$1 2930 541 62
2726
Other real estate owned are initially recorded at fair value less costs to sell when acquired and are subsequently measured at the lower of cost or fair value less estimated costs to sell Fair values are based on third party appraisals of the property or internal valuations on smaller properties using comparable market data and various external resources resulting in a level 3 classification When the carrying value exceeds the fair value less costs to sell an impairment loss is recognized
The fair value of impaired loans secured by real estate with specific allocations of the allowance for loan --------- 1osses-is-generally-based-on--recent-real-estate-appraisals-or-internal-valuations-on-smaller-prnperties--shy
using comparable market data and various external resources These appraisals may utilize a single
41
STANDARD BANCSHARES INC AND SUBSI DIARIES
NOTES TO CONSOLI DATED FI NANCIAL STATEMENTS (in thousands except share data)
Note 1 8 - Financial Instruments Fair Value Disclosure (Continued)
valuation approach or a combination of approaches including comparable sales and the income approach resulting in a level 3 classification
Loans held for sale are carried at the lower of cost or fair value which is evaluated on a pool-level basis The fair value of loans held for sale is determined using quoted prices for similar assets adjusted for specific attributes of that loan or other observable market data such as outstanding commitments from third party investors resulting in a level 2 classification
The Company records its mortgage servicing rights at fair value and includes them in other assets in the Consolidated Balance Sheets Mortgage servicing rights do not trade in an active market with readily observable prices Fair value is based on market process for comparable mortgage servicing contracts when available or alternatively is based on a valuation model that calculates the present value of estimated future net servicing income Key economic assumptions used in measuring fair value of mortgage servicing rights at December 31 2014 included prepayment speeds maturities and discount rates While market based data is used to determine the assumptions the Company incorporates its own estimates of the assumptions market participants would use in determining the fair value of mortgage servicing rights which results in a level 3 classification
De cembe r 31 2014 Assets Cash and cash equivalents Securities held-to-maturity Securities available-for-sale Loans - net Loans held for sale Federal Home Loan Bank stock at cost Accrued interest receivable Derivatives
Liabilities
Deposits Federal Home Loan Bank advances Accrued interest payable Derivatives
De ce mbe r 31 2013 Assets
Cash and cash equivalents Securities held-to-maturity Securities available-for-sale Loans - net Loans held for sale Federal Home Loan Bank stock at cost Accrued interest receivable
Liabi lities Deposits Accrued interest payable
42
Carrying Value
$ 1 99476 3888
1 54394 1 744331
8274 3247 59 1 9
207
$ 1 993572 1 5000
265 214
$ 234 1 83 1 762
1 39588 1 61 9995
5408 3 143 5 576
$1 91 9 1 05 286
Fair Value
$ 1 99476 3 564
1 54394 1 798279
8274 3247 591 9
207
$1 992796 1 4984
265 214
$ 234 1 83 1 41 5
1 39588 1 679668
5408 3 143 5576
$ 1 920335 286
STANDARD BANCSHARES I NC AND SUBSI DIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (in thousands except share data)
Note 1 8 - Financial I nstruments Fair Value Disclosure (Continued)
In estimating the fair value of certain assets and liabilities not previously presented the following assumptions were made
Cash and Cash Equivalents
The carrying amounts of cash and equivalents reported in the balance sheet approximate fair value
Securities
Estimated fair values of securities are based on one of three models 1 ) quoted market prices where available 2) quoted market prices for similar instruments if quoted market p rices are not available 3) unobservable data that represents the Banks assumptions about items that market participants would consider in determining the fair value where no market data is available
L oans
Fair values of loans excluding loans held for sale are estimated as follows For variable rate loans that re-price frequently and with no significant change in credit risk fair values are based on carrying values Fair values for other loans are estimated using discounted cash flow analyses using interest rates currently being offered for loans with similar terms to borrowers of similar credit quality to calculate the present value of future contractual principal and interest cash flows and discounting them back to the present using a discount rate Impaired loans are valued at the lower of cost or fair value as described previously The methods utilized to estimate the fair value of loans do not necessarily represent an exit price
The fair value of loans held for sale is estimated based upon binding contracts and quotes from third party investors
Federal Home Loan Bank (FHLB) Stock
The carrying amounts reported in the balance sheet approximate fair value
Accrued Interest Receivable I Payable
The carrying amounts reported in the balance sheet approximate fair value
Deposits
The fair values disclosed for demand deposits (eg interest and non-interest checking passbook savings and certain types of money market accounts) are by definition equal to the amount payable on demand at the reporting date (ie their carrying amount) The carrying amounts of variable rate fixed-term money market accounts and certificates of deposit approximate their fair values at the reporting Fair values for fixed rate certificates of deposit are estimated using a discounted cash flows calculation that applies interest rates currently being offered on certificates to a schedule of aggregated expected monthly maturities on time deposits
Federal Home Loan Bank Advances
The fair value of Federal Home Loan Bank advances is estimated using discounted cash flow analyses --------based-on-the-currentborrowing-rate-of-similartypes-of-advances
43
STANDARD BANCSHARES I NC AND SUBSIDIARI ES
NOTES TO CONSOLI DATED FINANCIAL STATEMENTS (in thousands except share data)
Note 1 8 - Financial I nstruments Fair Value Disclosure (Continued)
Off-balance sh eet in strum ents
Fair asset andor liability value of off-balance sheet financial instruments as described in Note 1 6 may be estimated by applying fees currently charged for comparable commitments Based upon the qual ity of these commitments and their demand in the financial market it has been assumed that there is no material difference in the estimated fair value
Note 1 9 - TARP Capital Purchase Program
On April 24 2009 the Company entered into a Letter Agreement with the United States Department of Treasury (the Treasury) pursuant to which the Company sold to the Treasury 6000 shares of the Companys Fixed Rate Cumulative Perpetual P referred Stock Series A for $60 million and a warrant to acquire $3 million of Fixed Rate Cumulative Perpetual P referred Stock Series B for a nominal exercise price Immediately upon consummation of the closing the Treasury exercised the warrant and acquired the Series B Preferred Stock The Preferred Stock Series A qualified as Tier 1 capital and paid cumulative dividends q uarterly at a rate of 5 per annum The P referred Stock Series B qualified as Tier 1 capital and paid cumulative dividends quarterly at a rate of 9 per annum The difference between the initial carrying value that was allocated to the Series B Preferred Stock and its redemption value of $3 million will be charged to retained earnings (with a corresponding increase in the carrying value of the Series B Preferred Stock) over the first five years of the contract as an adjustment to the dividend yield using the level yield method During 201 1 the Company elected to suspend dividend payments For the year ended December 31 2012 total dividends of $3462 had been declared but not paid On February 22 201 3 1 3548387 of common shares were issued to the US Treasury in exchange for the $60 million and $3 million of Fixed Rate Cumulative Preferred Stock Series A and Series B respectively The Treasury subsequently sold those shares to institutional investors at $465 per share In addition the Company paid $6 million of dividends to the Treasury which included 1 00 of past due dividends and dividends due through February 22 2013
Note 20 - Regulatory Matters
The Companys primary source of cash is dividends received from its subsidiary bank The subsidiary bank is subject to certain restrictions on the amount of dividends that it may declare without prior regulatory approva L In addition the dividends declared cannot be in excess of the amount which would cause the subsidiary bank to fall below the minimum required for capital adequacy purposes
Banks and bank holding companies are subject to regulatory capital requirements administered by federal banking agencies Capital adequacy guidelines and additionally for banks prompt corrective action regulations involve quantitative measures of assets liabilities and certain off-balance-sheet items calculated under reg ulatory accounting practices Capital amounts and classifications are also subject to qualitative judgments by regulators Failure to meet capital requirements can initiate regulatory action Management believes as of December 3 1 2014 the Company and Bank meet al l capital adequacy requirements to which they are subject
Prompt corrective action regulations provide five classifications well capitalized adequately capitalized undercapitalized significantly u ndercapitalized and critically undercapitaized although these terms are not used to represent overall financial condition If adequately capitalized regu latory approval is required to accept brokered deposits If undercapitalized capital distributions are limited as is asset growth and expansion and capital restoration p lans are required At year-end 201 4 and 2013 the most recent reg ulatory notifications categorized the Bank as well capitalized under the regulatory framework for prompt corrective action There are no conditions or events since that notification that management believes have changed the institutions category
44
STAN DARD BANCSHARES I NC AND SUBSI DIARI ES
NOTES TO CONSOLIDATED FI NANCIAL STATEMENTS (in thousands except share data)
Note 20 - Regulatory Matters (Continued)
The Banks actual and required capital amounts and ratios are as follows
To Be Well Capitalized U nder
For Capital Prompt Corrective Actual Adeguac[ Puqoses Action Provisions
Amount Ratio Amount Ratio Amount Ratio As of December 31 2014 Total Capital
(to risk-based assets) Company $271 785 143 $ 152226 80 NA NA Bank 269993 1 42 1 52229 80 $1 90286 1 00
Tier I Capital (to risk-based assets) Company 247887 1 30 76 1 1 3 40 NA NA Bank 246093 129 761 14 40 1 14 171 60
Tier I Capital (to average assets) Company 247887 1 08 92 1 26 240 NA NA Bank 246 093 1 07 92 1 09 240 1 1 5 1 36 2 5 0
As of December 31 2013 Total Capital
(to risk-based assets) Company $246213 1 38 $142344 280 NA NA Bank 244607 1 38 1 42 170 280 $ 1 77713 2100
Tier I Capital (to risk-based assets) Company 223444 126 71 1 72 240 NA NIA Bank 221 838 1 25 71 085 240 1 06628 2 60
Tier I Capital (to average assets) Company 223444 1 03 86430 240 NIA NA Bank 221 838 1 03 86450 240 1 08 063 2 50
45
STANDARD BANCSHARES INC AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (in thousands except share data)
Note 21 - Capital Management
The overall objectives of the Companys capital management are to have the availability of sufficient capital to support loan deposit and other asset and liability g rowth and to maintain capital to absorb unforeseen losses or write-downs that are inherent in the business risk associated within the banking industry The Company seeks to balance the need for higher capital levels to address growth and unforeseen risks and the goal to achieve an adequate return on capital invested
In July 201 3 the federal banking agencies issued a final rule revising the regulatory capital rules applicable to most national banks and federal savings associations as well as their holding companies generally beginning on January 1 201 5 The rule implements the Basel Committees December 201 O framework known as Basel I l l for strengthening the international capital standards as wel l as certain p rovisions of the Dodd-Frank Act The final ru le implements a revised definition of regu latory capita l a new common equity Tier 1 minimum capital requirement of 450 and a higher minimum Tier 1 capital requirement of 600 (which is an increase from 400) Under the final rule the total capital ratio remains at 800 and the minimum leverage ratio is 400
Additionally under the final rule in order to avoid l imitations on capital distributions including dividend payments and certain discretionary bonus payments to executive officers a banking organization must hold a 25 capital conservation buffer composed of common equity Tier 1 capital above its minimum risk-based capital requirements The b uffer is measured relative to risk-weighted assets The final rule also enhances risk sensitivity and addresses weaknesses identified by the regulators over recent years with the measure of risk-weighted assets
The new minimum capital requirements will b e effective for the Company on January 1 201 5 whereas the capital conservation buffer and the deductions from common equity Tier 1 capital phase in over time beginning on January 1 201 6
Capital Raise
On February 22 201 3 Standard Bancshares Inc completed its recapitalization by issuing 29864795 shares of common stock at $465 per share for gross proceeds of $ 1 389 million 1 3 548387 of the common shares were issued to the US Treasury (the Treasury) in exchange for the $63 million of Fixed Rate Cumulative Preferred Shares Series A and B The Treasury subsequently sold those shares to I nstitutional Investors at $465 per share An additional 16 316408 of common shares were issued to Institutional Investors and private investors Of the aggregate 29864795 common shares issued 1 9430750 are voting shares and 1 0434045 are mm-voting shares
In conjunction with the recapitalization the Articles of Incorporation of the Company were amended to authorize 20000000 shares of preferred stock at $001 par value No preferred stock has been issued as of December 31 2014
Sto ck Settled Rights (SSRs)
On February 22 201 3 in connection with the recapitalization of the Company the Board of Directors distributed as a dividend in kind 7293407 Stock Settled Rights (SSRs) to the holders of the Common Stock as of the Record Date (November 5 2012) The number of SSRs issued is equal to the product of (i) 03888 and (ii) 18757921 the number Common Shares outstanding as of the Record Date The estimated fair value of the SSRs completed by an independent third party as of September 30 2014 and February 22 201 3 was determined to be approximately $026 per SSR or $1 880 and approximately $021 per SSR or $1 532 respectively Expense recorded related to the SSRs was $1 880 in 2014 No expense was recorded in 201 3
46
STANDARD BANCSHARES INC AND SUBSI DIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (in thousands except share data)
Note 21 - Capital Management (Continued)
Stock Settled Rights (SSRs) (Continued)
The SSRs are structured as common stock dividends to be paid to certain common shareholders of the Company under specific conditions The amount of common stock to be distributed is determined by a formula that considers among other things the value of the outstanding common stock at the Settlement Date Settlement Date is defined as the earlier of (i) the date a liquidity event (an I POrecapitalization or a sale of control) occurs during the term of the SSRs and (ii) the SSR Expiration Date (February 22 201 8) The SSRs will be exercised based on the value of the common shares at that time subject to the Settlement Rate formula
The Accretion Rate is a component of the Settlement Rate It is either an middotannual rate of 80 or 120 with the value determined by the cum ulative economic losses that occur in the loan portfolio from June 30 201 1 to the time the SSRs are settled
On the Settlement Date the Company shall determine the number of shares of Common Stock issuable upon the settlement of an SSR The Settlement Rate shall be calculated based on a formula that considers among other factors the value per share of the common stock on a fully diluted basis reduced by the accretion rate with that number divided by the value per share of common stock on a fully diluted basis
If the Settlement Rate is greater than zero the Company shall issue and deliver to each of the SSR Holders a number of shares of Common Stock equal to the product of (i) the Settlement Rate multiplied by (ii) the number of SSRs held by such H older as reflected in the SSR register as of the close of business on the last Business Day prior to such Settlement Date
In connection with the occurrence of a Liquidity Event on or prior to the Expiration Date the Board of Directors may at its option and in its sole discretion order the redemption and the Company may redeem the SSRs in whole or in part at the redemption price per SSR based on a formula that considers the price per share of Common Stock at which the Company is valued on a fully diluted basis in connection with such Liquidity Event as determined in good faith by the Independent Committee plus a l l cash dividends paid oil the common stock from the date of issuance of the SSRs less $465 accreting on a daily basis at the Accretion Rate
The Company hired an independent third party firm to value the SSRs The following variables were taken into consideration when deriving a value for the SS Rs
1 ) The probability of a liquidity event (sale of control or PO) during the term of the SS Rs 2) The Accretion Rate assigned to the Settlement Rate of the SSRs 3) The estimated value of the Companys common stock at the earlier of a) a liquidity event or b)
the SSR Expiration Date (February 22 201 8) 4) The type of liquidity event that might occur 5) Future value parameters including a) tangible common book value b) earnings and c) market
conditions
The valuation of the common shares at the Settlement Date will depend on the Companys financial condition and the market pricing of financial institution stock both on a stand-alone basis and on a sale of control basis at that time
47
STANDARD BANCSHARES I NC AND SUBSIDIARI ES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (in thousands except share data)
Note 22 - Condensed Financial Statements
The Company was incorporated in I l linois on February 23 1 982 The Company accounts for its investment in subsidiaries under the equity method Under this method the investment is recorded at cost adjusted for the subsidiaries undistributed net income (loss) Presented below are the condensed financial statements of Standard Bancshares I nc (Parent Company Only)
Assets Cash Investment in subsidiaries Other assets
Total assets
CONDENSED BALANCE SH EETS DECEMBER 31 2014 AND 2013
Liabilities and shareholders equity Other liabilities Total stockholders equity
Total liabilities amp stockholders equity
2014 $ 4 163
264242 328
$268733
$ 2685 266048
$268733
CON DENSED STATEMENTS O F I N COME YEARS ENDED D ECEMBER 31 201 4 201 3 AND 201 2
2014 I ncome
Other income $
Expenses 2909 Loss before income taxes and equity in undistributed
earnings of subsidiaries (2909) Income tax benefit 88
Loss before equity in undistributed earnings of subsidiaries (2821)
Equity in undistributed earnings (loss) of subsidiaries 1 7 1 1 5
Net income (loss) 1 4294 Preferred dividends and discount accretion on preferred shares
Net income (loss) applicable to common shareholders $1 4294
48
201 3 $ 2 1 95
248 090 1 944
$252229
$ 322 251 907
$252229
201 3 201 2
$ $ 1
1 747 8539
(1 747) (8538) 291 1 0 1 7
(1 456) (7521) 9 629 (23241) 8 173 (30762) 1 1 24 4090
$ 7049 $(34852)
STAN DARD BANCSHARES INC AND SUBSIDIARIES
NOTES TO CONSOLIDATED FI NANCIAL STATEMENTS (in thousands except share data)
Note 22 - Condensed Financial Statements (Continued)
CONDENSE D STATEMENTS OF CASH FLOWS YEARS ENDED DECEMBER 31 2014 201 3 AND 201 2
Cash flows from operating activities Net income (loss)
Adjustments Equity in undistributed net (income) loss of subsidiaries Amortization Stock based compensation expense ( Increase) decrease in other assets Increase (decrease) in other liabilities
Net cash provided by (used in) operating activities Cash flows from financing activities
Issuance of common stock net of issuance costs Capital contribution to Standard Bank Repayment of note payable Cash Dividends
N et cash provided by financing activities
Net increase (decrease) in cash
Cash - beginning of year
Cash - end of year middot
Supplemental schedule of non-cash financing activities Change in par value on common stock Exchange of preferred stock to common stock
49
2014
$ 1 4294
( 17 1 1 5) 28
782 1 616 2363 1 968
1 968
2 1 95
$ 4 163
$ $
201 3
$ 8 1 73
(9629) 29
441 1 872
(4273) (3387)
68598 (41 500) ( 16 1 00)
(6026) 4972
1 585
6 1 0
$ 2 1 95
$ 4277 $63000
201 2
$(30762)
23241 6 1 67
( 1908) 2 043
( 1 2 1 9)
( 1 2 1 9)
1 829
$ 6 1 0
$ $
FORM FR Y-6
STANDARD BANCSHARES INC
Hickory Hills Illinois Year Ending Dccember31 2014
REPORT ITEM
1 The BHC Is not registered with the SEC Coples of the Annual Report Nil be sent undersepirate cover when completed
2a Organization Chart fo Standard BallCShares Inc
I THE BOULEVARD INC
SL John Indiana 100
JnCQrporated in Indiana
2b Branch Verification
STANDARD BANCSHARES INC Hickory Hills Illinois Jncorporateltl In Illinois
STANDARD BANKAND TRUST COMPANY Hickory Hills llllnois
Incorporated In lllnols 100
I STANDARD REDEVELOPMENT INC
Hickory Hills Illinois 100
Incorporated in Illinois
(Not subject to Y-10 reporting ) Code 91 CE - Liquidation Of debts previously contracted
The branch and lax-kl flStings were emailed to branch revieW on 223115
3 (1) As ofyear-end
Name and Address
Trident SBI Holdings lP Greeffilidl CT
Robert E Gallagher Sr Trust John D Gallagher Trustee Palos Heights IL
The Gallagher Standard Bancshares TR Timolhy J GaJagheuror Trustee Hickory Hitls IL
Pantheon Standard LP San Francisco CA
CohesVe Capital Parners LP New York NY W Capital Partners II LP NewYork NY
Couritrlt of Citizenship or lncorooratlon Number and Percentage Of Voting Serurtties
USA 5662194- 1483
USA 5516086 - 1444
USA 4382666 - 1 t47
USA 3762128-985
USA 2 150537 - S63
USA 2 150537 - 563
Note llle shares in the Robert E Gallagher Sr Tr are voted on by John D Gallagher Director of Standard Bank Tue shares Jn the Gallager Standard Bancshares Tr are voted on by Timolhy J Gallagher Director of Standard Bank
3 (2) OtherSharehofors oat listed in Section 3 (1) above that held more than 5 during the year
None
Resuhs A Ilse of branches forvour holdln1 company STANDARD 8ANCSHARES INC (1245590) or HICKORY HILLS IL
The d1ta are n of 12312014 Data re II Kb information tlat wu received aod processed throuah 01072015
Rconcill1Uon and Vc1Uon St I DI 1 In the DIH Action column of each br111Ch row enter one or mort of the actioru specified below
2 If required enter the date In the Ettcttve Olte column
-OK tf the bnch Information s correct enter OK in the Oita AdJon column
Chi nee If the bndl Information Is Incorrect Of Incomplete revt the data enter Chance In the Dita Action column ind the d11te when this infOfmation first became v1lid In the Effective Ote column
am If a bnch listed was sold or clowd enterOose In tht Dita Action column and the s1e or dosured11te In the EtfectW Olte colurm
Olete If a bru1eh listed wu never owntd by this depository Institution enter Delete In the Oeta Acckgtn column
Add If a rt portable brtinch Is mlsslna lnStrt a row add the branch data ald entu Add In the Olt1 Action column and the opening or acquisition date In the Effecttve Date column
If prntln1 this list you m1y need to adjust your page Utup In MS E11ce1 Try using landscape orientation page sollria andor legal sized paper
Submlnion PfOOtdurbull When you ire finished send a saved copy to vour FRB contact Su the detailed lnlttldlons on this si for more informatlon
II voY are mailinamp this to your FRB conttct put your lnstitutlon name dty and state In the subjact llrie of the e-nWI
Note To satisfy the FR Y-10 reportln1 requirements YoU must tiho submit FR Y-10 Domestic Branth Schedules for each branch with a Data Actlon of Olan1e Close Delete or Add
Thbull FR Y-10 report may be submitted 1n a hardcopy format or 11ia the FR Ymiddot10 OnH11e application middot httpsylOonllnefederalrerve1ov
bull FDtC UNINUM Office Number and ID_RSSO co1unvu ara for reference only Verification of these values is not required
- - 8nch Suvlce Type Branch 10 RSSO ia- terNeme Street Address City
ok FuUServltefHud Officel 19730 STAN OARD BANK ANO TRUST COMPANY 7800 WEST 9STH STREET HICKORY HILLS
ok Full Service 3202168 BOLINGBROOK BRANCH 282 NORTH WEBER ROAD BOLINGBROOK
ok Limited Strvce 4126065 CALUMET CITY 1968 SIBLEY BOULEVARD CALUMET CITY
FullSetvke 3309928 CLARK STREET 8RANOi 3747 NORnt CLARK STREET atlCAGO
ok FullServiett 474339 EWING BRANOf 10635 SOUTH EWING AVENUE CHICAGO
ok Full Servtce 2079925 HEGWISCH BRANCH 13336 SOUTH BALTIMORE AVENUE CHICAGO
ok limited Se-rvke 20817)5 SOUnt DERRING FACILITY 10535 SOVTH TORRENCE AVENUE CHICAGO
Full Service 4099271 THOREK BRANOi 836 WEST IRVING PARK ROAD OUCAGO
ok Full Service 2121280 COAL CITY BRANot 20 SOUTH KANKAKEE COAlCITY
full Service 2809038 EVERGREEN PARK BRANCH 2400 WEST 95TH STREET EVUtGREEN PARK
ok Full Service 3188909 FRANKFORT BRANCH 19997 LA GRANGE ROAD FRANKFORT
Full5etvice 810436 CiARONERBRANCJ1 118 DEPOT STREET GARDNER
ok FultSrvlct 3188897 JOLIET ampRANCJ1 2398 ESSINGTON ROAO JOLIET
Full Service 3439553 LOClCPORT BRANCH 16545 WEST 159TH STREET LOCKPORT
ok Full Service 290931 LYONSlST AVENUE BRANCH 8601 OGDEN AVENUE LYONS
ok Full Service 3671504 MINOOKA BRANCH 515 WESTUS ROUTE 6 MINOOKA
ok LlmltcServfce 2111338 MOAAIS LISBON BRANCH 1433 USBON STREET MORRIS
ok Full Servkt 2809010 MORRIS ROUTE 6 BRANCH 1111 WEST US ROUTpound 6 MORRIS
Ful1 Servlct 2809047 NAPERVILLE BRANCH 1607 NORTH AURORA ROAD NAPERVILLE
ok full 5ervfce 2809056 NEW LENOX BRANCH 456 NELSON ROAD NEW LENOX
Full sMce 2103129 OAK FOREST BRANOf 15901 SOUTH CENTRAL AVENUE OAX FOREST
ok Full SeMct 3490255 OAK LAWN lllTH BRANOf 4700 WEST 111TH STREET OAK LAWN
ok Full Sfrvlce 2096717 OAK LAWN 95TH BRANCH 4001 WEST 95TH STREET OAK LAWN
ok Full Service 2295538 ORLAND PARK BRANCH lSCXJO SOUTH WOLF ROAD ORLAND PARt
State VpCode
IL 60457
IL 60440
IL 60409
IL E06H
IL 00617
IL 0063
IL 00617
IL 60613
IL 60416
IL 60805
IL 6042
IL 60424
IL 60435
IL 60441
IL 60534
I L 60447
IL 60450
IL 60450
IL 60563
IL 60451
IL 60452
IL 60453
IL 60453
IL 60467
County CawN FDICUNINUM Offb Numberbull Haad otfice Head Office 10 RSSD Comments
COOK UNITEO STATES 10748 0 STANOARO BANK ANO TRUST COMPANY 19730
Will UN ITED STATES 419532 34 STANDARD BANK ANO TRUST COMPANY 19730
COOK UNITED STATES 510611 44 STANDARD BANK AND TRUST COMPANY 19730
COOK UNITpound0 STATES 429662 35 STANDARD BANK ANO TRUST COMPANY 19730
COOK UNITED STATES 12089 18 STANDARD BANK AND TRUST COMPANY 73ltgt
COOK UNITED STATES 244100 20 STANDARD BANK ANO TRUST COMPANY 19730
COOK UNITED STATES 244099 19 STANDARD BANK ANO TRUST COMPANY 19730
COOK UNITED STATpoundS 510612 4S STANDARD BANKANDTRUSTCOMPANV 1973ltgt
GRUNDY UNITED STATES 263852 17 STANDARD SANK AND TRUST COMPANY 730
COOK UNITED STATES 13875 4 STAN OARD BANK AND TRUST COMPANY 19730
Will UNITED STATES 357237 15 STAN OARD BANK AND TRUST COMPANY 19730
GRUNDY UNITED STATES 7234 1 STAN DARO BANK ANO TRUST COMPANY 19730
Will UNITED STATES 238ASA 13 STANDARD BANK ANO TRUST COMPANY 19730
Will UNlTEO STATES 450324 38 STAN OARD BANK AND TRUST COMPANY 19730
COOK UNITED STATES 10912 22 STANDARD BANK ANO TRUST COMPANY 19730
GRUNDY UNITED STATES 465426 42 STANDARD BANK AND TRUST COMPANY 1973ltgt
GRUNDY UNITED STATES 266774 16 STANDARD BANK ANO TRUST COMPANY 1730
GRUNDY UNITED STATES 2243S6 10 STANDARD BANK AND TRUST COMPANY 19730
OU PAGE UNITED STATES 238451 6 STANDARD BANK ANO TRUST COMPANY 19730
Will UNITED STATpoundS 238452 11 STAN OARD BANK ANO TRUST COMPANY 19730
COOK UNTED STATES 244101 21 STANDARD BANK AND TRUST COMPANY 19730
COOK UNITED STATES 441863 36 STANDARD BANK AND TRUST COMPANY 19730
COOK UNITED STATES 238447 1 STANDARD BANK AND TRUST COMPANY 19730
COOK UNITED STATES 238450 5 STANDARD BANt AND TRUST COMPANY 19730
ok Fullrvke 2100379 PALOS 11HH BfANOl 11901 SOUTHWEST HIGHWAY PALOSPARIC ll 00464 COOK UNITED STATES 238448 2 STAN DARO BANK AND TRUST COMPANY 19730
ok rulSltVice 2427544 PALOS lllST BRANCH 9700WEST lllST STREET PALOS PARK ll 00464 COOK UNlTEOSTATES 238449 3 STAN DARO BANK AND TRUST COMPANY 19730
ot llmtedSrvke 3490273 NORTH RIVERSIDE BRANCH BJSOWEST CERMAK ROAD RlvtRSlDE ll COOK UNITED STATES 441864 37 STANDARD BANK AND TRUST COMPANY 19730
ot FuLServke 3202171 SHOREWOOD BRANOl 970 BROOK FOREST AVENUE SHOREWOOD It - t UNITED STATES 419531 33 STANDARD BANICANDTRUSTCOMPANY 19730
ok FulSrvlee 3188918 VILLA PARK BfWIOi 1 WESrRoostVrlTROAD VlltAPARIC It 50181 OUPAGE UNITED STATES 238455 14 STANDARDBANKANDTRUSTCOMPANY 19730
ok FulSrvke WllMINGTON BRANCH lOOSSOUTH WATER STREET WILMINGTON It 004 lt UNITED STATES 238453 12 STANDARD BANK AND TRUST COMPANY 19730
ok Fulfrvk 3197031 CHESTERTON BRANCH middot 755 JNDIAN BOUNDARY ROAD OIESTERTON IN PORTER UNITEDSTAlES 275664 32 STANDARD BANK AND TRUST COMPANY 19730
ok ruUrvic 2161D17 EASTCHCAGO BRANCH 4518 lNOANAPOUS BOULEVARD EAST CHICAGO IN 46312 lAKE UNITEDSTAlES 29 STANDARDSANKANDTRUSTCOMPANY 19730
ok Fulrvk 4913n HAMMOND BRANCH 1007 CALUMET AVENUE HAMMOND IN 46324 AKE UNITEDSTAlES 42227 30 STANDARD BANK AND TRUST COMPANY 19730
Fulrvlc 2161D3S HIGHtAND BRANCH 2930 RIDGE ROAD HIGHLAND IN 46322 UNITEOSTAlES 275659 27 STANDARD BANK AND lRUST COMP AN I 19730
ot Futtsrvke 2161044 LOWHl BRANCH 2090 EAST COMMERICALAVENUE LOWELL IN 463Sfgt21r AKE ONITEDSTAlES 275661 28 STANDARD BANK ANDTRUSTCOMPANI 19730
ok Full Srvlce 3439562 MERRlllVlllE BRANCH 579WESTUNCOlN HIGHWAY MERRlllVlllE IN 46410 AKE ONlEO STATES 450325 39 STANDARD BANK AND TRUST COMPANI 19730
ok Full Srvice 453712 SAINT JOHN BRANCH 9321 WICKER AVENUE SAINT JOHN IN 46373middot00 AKE ONtlEDSTATES 42414 26 STANDARD BANK AND rnusr COMPANY 19730
middot
Report ttem 4 Directors and Office (1) Name amp Address
J-Ohn R Barber New York NY
Christopher Doody Ne-vYork NY
1pound1 Pnncipal Occupation [rtmiddotrmiddotwittl BHC
Mariaging Partner eohesiVe ea pita I
Princlpal Storm Point Capital
(3) (bull) TrtiePosition with BHC Diredor
Director
FORM FR Y-9
STANDARD BANCSHARES INC Fiscal YearEnding Decttmber3112014
(3) lb) ltlePosition wffi1 Subsidiaries
NIA
NIA
(3) (c TrtlePosltlon wttn otherbuslne$es
Managtng Partner Cohesive Capital
Principal Stone Point Ciipitit
bull Stone Point ls the manager of the TriOOnt funds which are investment entities that own 25 or morn of the outstanding voting seairities orinlerests in various companles Mr Doody ls an ernployee and officer of Stone Point and is oo deemed to contror S1oria Point or the Trldent Funds He is not a principal securities holder of Stone Point or the Trident Funds The invstmenl committees of the Trident Funds are responsible for voting the shares or such companies and Mr Doody is not a member of the investment committees of the Trident Fonds A sctiedule of such companies in which U1e Trident funds hnve invested is available upon request
John o Gallagher Ortand Park IL
Managing Genera[ Partner OfdlarU Hill Bldg Co
Director Dior-standarU Bank
Managin9 GenerBi Partner Orchard HlllmiddotB1dg Co President Ordiard Hm Building Co Inc
Managing Member Qnhard Hill Construction LLC
Managing Membelt Austin Construction Co bull LLC
Presdenl Bougton Development Co
President ennStructildeg Co lnc
Prestdenl middot Farmingdare Development eomiddot
middotana9in middotRa -middot middot fariTijngdre _Mittwo middot
Pldciit_ _ Fam1r9dale Utilify Co_
Managing Partner Frtz91erald Lad lnvestment Ptshp
(4) a) 1w of Voting Shares in BHC
563
middot1483
14450
(4)(o) (4) (b) Names of othfr companitts 4 of Voting (if 25 ormorl voting Shares in Subs securities a held
NIA
NIA
NIA
NIA
NIA
NIA
NIA
NIA
NIA
NIA
Dryden Cons1rudioo Co Inc 100
NIA
NIA
NIA
Frtzgerald Land Investment Plshp 25
(1) Name amp Mdlt=
John D Gallagher CJriand Pru IL
(2) Principal rbull _ BHC1
(3) (b) TdfePosition wiU1 SubsXfiarics
(J)(c TrtiePttSition wTUi other buslncssts
Trustee-Vote 100 Galla171ormiddot Henr)Tnisl
- Gallagher amp Henry Inc
Prumlaquo GaDaQhef Parloecs LP GB4 Jnc
Managing Partner Gl6mwod DevelopmElnt Co
Managmjl farlnelt Heruy Co Managmo Hermann Umd Investment Ptshp
Managing- Kolarlrugtd I lgthp Preltldeot Kokast -kimes Inc
PreSdenl Coo$trixtioo middotmiddot nc
- -MiAdams 400 Investment Ptshp
Msoagir(Q Partner Meifefl1 id lnpoundiiini _Pthp Managing Partner sr middotGod 1nVeslmoo Pbhp Managiog Partnef
-LampftPtshp TruSt6e
ThOGalfaghmiddotorSliujiini middot Trust
(4) (bull) of Voting Shares in BHC
(4) (b) of Voting Shares In SUbs
Names of other companies frf 25 degmom voting securiDes arn heJd NIA
NIA
NIA
NIA
NIA
NIA
NIA
Hennarm Lnnd Investment Ptshp 25
K6irland lovStrnerrlPiStip 25 NIA
NIA
NIA
Laod lNeStrnloi PlShp 25
df1li3 lfjJrlvtrpnt PWiP 25
Land l hp 25
e(Lao1fl PtShp 25_-xmiddotmiddot middot
standard tWesTrust 25 middot
(1) Name amp Address
Tnnothy J GsJlaghet Burr Ridge IL
(2) Principal Occupation [d other than with BHC)
(J) (a) TrltePosifion wtth BHC
(3)(b) TdiePosffion wittl Subskfcuies
OlaHrnan of the Board
(J) (c) TitlePosition with other businees
PreOOeot Brittany Glen Homeownoc l=gtc Suffield Woods Homeowner Assoc FanntngdaJe Viage Com Assoc fumlogdale Vdlage Com Assoc 2 Misty Meadoyenr Homeowner Assoc 1ltings1on Hills liomeOMler Assoc Gallagheramp Henrys Condos Goodiogs Grove Assoc Ganaghcr amp Heruys Goocfings Grove Umbretia Assoc Farmingdale Vil Cooos of Woodridge Homeowner Assoc Radc5ffe rtMe TOvlfflhomes Assoc
BNC OWnefs Assodatioo
Boughton Woodward Commenial Center LLC su-lgle MembeltUC- GB4 i5 member
Union Poirrte Investors Uc Sing1e MemberlLC- Union PcWe Oevclopmeot Co b member
Uoion POOte Buadlog Venture 1lLC Union 00rt lnvestorn LlC ts member Union Pofrrte Buikfing Venlilre 112 LLC Unton Point nveslor lLC is member
Union Pointe Boikfing Venture 3 LLC Union Poinl lnveslors UC is member
standgtnJ Bank -ALm1 Construction Co LlC
Pminlaquo Frtzyerald Lnnd Investment Pbttp
(lt)(bull) ofVotlng Shares in BHC
11520
(4) (b) ofVotiog Shares in Subs
NIA
Names of other companies (If 25 or l1XgtflJ voting securities aro held
NIA NIA NIA NIA NIA NIA NIA WA NIA NIA NIA
WA
NIA
WA
WA
NIA
NIA
WA
NIA
NIA
NIA
WA
WA
(1) =
Timothy J GJJbghctshyBorr Ridge IL
(2) Principal (if oUJef than wtth BHC)
3 (a) TitlePosition wilh BHC (3) 1c) Trtielosilion with other businesses ampcretuy amp Henry Inc
_ GieoMXgtd Developmeot Co
Partner Hermann Land Investment Pt5hp KOOr land Investment Ptstip
Secret3y Kolcast Homes loo
__ Koamp Construction Co Inc
Secrebgty Ordnrd Hin Buikfing Co Inc
Pa1nelt srrvb land 1ovestrnent Pshp -Smotelt Land Investment Ptshp Trustee- Vote 100 The Gollagher stmdafd
Trust
-- uruoo Pointe Development Co
lt4)(a) ofVotiog Shares in BHC
(4) (b) of Voting Shares In Sobs
tfamos of othcreomnk (lf25 ormoro vo6ng sccuritios arc held
NIA
NIA
NIA
Hennano Land Investment Ptshp 25
Kolar land Investment Pshp 25
NIA
NIA
NIA
Maas Land Investment Ptshp 25
McAdams Iand lnv=tmeni Plshp 25
Medema land lnvestme111 Ptshp 25
NIA
NIA
NIA
Slivka land Investment Plshp 25
SmoterUmd I Ptshp 25
Unkio Pointe Devdopmcot Co 25
(11 (21 Pl (a) 3 (b) 3) c) 4 (a) (4)b) Names of othelt com pan Name amp Adqross princi Occupation TJdcPositiorl TJHePositiorl TrticPosIDon of Voting of Voting [If 25 or mon voting
(if other than with Bl tc) wtth SHC with Subsidiaries with other businesses Shares In BHC Shares in Subs securities are heJd
Timothy J GaUagilet Slaquoretmy GB4 Inc SurRXgeIL GB4 lnc 251
Uoioo Polnte Bonding Venture 3 UC NIA Uoiont PoCnt lnves1ocs LLC is member
Lawraooe P Kelley NIA DirododVJCO Chaifman Oamp-edooVlce Chairman NIA 023lt))1 NIA NIA Pltullt IL PreraquoleoUCEO -0-0
standam Bank
Atampief Ko-arldt NIA DirodOlt Dirodoc NIA 0140 NIA NIA 1-fmsdak ll -
Howrd K Priess JI - deg Dirodoc Solo Pradiltgtoelt 0140 NIA NIA NapeMe IL Standard Bank
Owner White Oak Construction LlC Wh4te Oak Construction LLC 100
Robert A RoslKWt NIA Lead ndepcodeot Director oltedoc NIA D140( NIA NIA QOCago u standanl Bank
Charles E Shomo rv NIA deg Ciredor NIA 013lfI( NIA NIA Bur Ridgo IL standam Bank
Patrick J Hunt NIA _ Executive VPCFO NIA 008 NIA NIA Palos Heights IL EVPCfO standanl Bank
deg Scoltzu NIA Asst VPJAssl Asst VPAsst Secy NIA 00CXgt1 NIA NIA
Everyreen Park IL Sea-- SiandagtO Bank
STANDARD BANCSHARES INC AND SU BSIDIARIES
NOTES TO CONSOLIDATED FI NANCIAL STATEMENTS (in thousands except share data)
Note 1 - Summary of Significant Accounting Policies (Continued)
Allowance for Credit Losses (Continued)
While management uses available information to recognize losses on loans further reductions in the carrying amounts of loans may be necessary based on changes in local economic conditions In addition regulatory agencies as an integral part of their examination process periodically review the estimated losses on loans Such agencies may require the Company to recognize additional losses based on their judgments about information available to them at the time of their examination Because of these factors it is reasonably possible that the estimated losses on loans may change materially in the near term However the amount of the change that is reasonably possible cannot be estimated
Transfers of Financial Assets
Transfers of financial assets are accounted for as sales when control over the assets has been relinquished Control over transferred assets is deemed to be surrendered when the assets have been isolated from the Company the transferee obtains the right (free of conditions that constrain it from taking advantage of that right) to pledge or exchange the transferred assets and the Company does not maintain effective control over the transferred assets through an agreement to repurchase them before their maturity
Bank Premises and Equipment
Land is carried at cost Other premises and equipment are carried at cost net of accumulated depreciation Depreciation is computed using the straight-line method based principally on the estimated useful lives of the assets Maintenance and repairs are expensed as incurred while major additions and improvements are capitalized Gains and losses on dispositions are included in current operations
Premises held for sale are carried at the lower of cost or fair value less costs to sell Fair values are based on third-party appraisals of the properties
Mortgage Servicing Rights
When mortgage loans are sold with servicing retained servicing rights are initially recorded at fair value with the income statement effect recorded as income on the sale of loans Fair value is based on market prices for comparable mortgage servicing contracts when available or alternatively is based on a valuation model that calculates the present value of estimated future net servicing income All classes of servicing assets are subsequently measured using the amortization method which requires servicing rights to be amortized into non-interest income in proportion to and over the period of the estimated future net servicing income of the underlying loans
Servicing rights are evaluated for impairment based upon the fair value estimate of the rights as compared to the carrying amount I mpairment is determined by stratifying rights into groupings based on predominant risk characteristics of the underlying loans Such characteristics include loan type loan size interest rate date of origination and loan term Impairment is recognized through a valuation a llowance to the extent that fair value is less than the carrying amount If the Company later determines that a l l or a portion of the impairment no longer exists for a particular grouping a redudion of the a llowance may be recorded as an increase to income The fair value of servicing rights are subject to significant fluctuation as a result of changes in estimated and actual prepayment speeds and default rates and losses For the years ended December 31 2014 2013 and 2012 mortgage servicing rights were determined not to be impaired
1 1
STANDARD BANCSHARES INC AND SUBSIDIARIES
NOTES TO CONSOLI DATED FINANCIAL STATEMENTS (in thousands except share data)
Note 1 - Summary of Significant Accounting Policies (Continued)
Mortgage Servicing Rights (Continued)
Servicing fee income which is reported on the income statement as secondary mortgage income is recorded for fees earned for servicing loans The fees are based on a contractual percentage of the outstanding principal or a fixed amount per loan and are recorded as income when earned The amortization of mortgage servicing rights is netted against secondary mortgage income Servicing fees totaled $969 $878 and $643 for the years ended December 3 1 2014 2013 and 2012 respectively Late fees and ancillary fees related to loan servicing are not material
Other Real Estate Owned
Real estate properties acquired through or in lieu of loan foreclosures are initially recorded at the fair value less estimated selling cost at the date of foreclosure Any write-downs based on the assets fair value at the date of acquisition are charged to the allowance for credit losses After foreclosure valuations are periodically performed by management and property held for sale is carried at the lower of the new cost basis or fair value less cost to sell Impairment losses on property to be held and used are measured as the amount by which the carrying amount of a property exceeds its fair value Costs of significant property
middotimprovements are capitalized whereas costs relating to holding property are expensed The portion of interest costs relating to development of real estate is capitalized Valuations are periodically performed by management and any subsequent write-downs are recorded as a charge to operations if necessary to reduce the carrying value of a property to the lower of its cost or fair value less cost to sell
Federal Home Loan Bank (FHLB) Stock
The Bank is a member of the FHLB Chicago Members are required to own a certain amount of stock based on the level of borrowings and other factors and may invest additional amounts FHLB stock is carried at cost classified as a restricted security and periodically evaluated for impairment based on ultimate recovery of par value When declared cash and stock dividends are recorded as income
Bank Owned Life Insurance
The Company has purchased life insurance policies on certain key executives and officers Bank owned life insurance is recorded at the amount that can be realized under the insurance contract at the balance sheet date which is the cash surrender value adjusted for other charges or other amounts due that are probable at settlement
Goodwill and Other Intangible Assets
Goodwil l resulting from business combinations prior to January 1 2009 represents the excess of the purchase price over the fair value of the net assets of businesses acquired Goodwill resu lting from business combinations after January 1 2009 is generally determined as the excess of the fair value of the consideration transferred plus the fair value of any non-controlling interests in the acquiree over the fair value of the net assets acquired and liabilities assumed as of the acquisition date Goodwill and intangible assets acquired in a purchase business combination and determined to have an indefinite useful life are not amortized but tested for impairment at least annually or more frequently if events and circumstances exists that indicate that a goodwill impairment test should be performed Goodwill totaling $23 987 was fully written off in 2012 Intangible assets with definite useful lives consist of core deposits acquired and are amortized over their estimated useful life of fifteen years to their estimated residual values
12
STANDARD BANCSHARES INC AND SUBSIDIARIES
NOTES TO CONSOLI DATED FI NANCIAL STATEMENTS (in thousands except share data)
Note 1 - Summary of Significant Accounting Policies (Continued)
Derivatives
ASC Topic 815 requires that every derivative instrument be recorded in the balance sheet as either an asset or liability measured at its fair value The guidance requires that changes in the derivatives fair value be recognized currently in earnings unless specific hedge accounting criteria are met The Company provides customers with interest rate swap transactions and offsets the transactions with interest rate swap transactions with inter-bank dealer counterparties Derivative contracts entered into by the Company are limited to those that are treated as non-designated derivative instruments Changes in the fair value of these derivatives are reported in earnings as non interest income
Mot1gage Banking Activities
Commitments to fund individual mortgage loans (interest rate locks) to be sold into the secondary market are taken out on both a best efforts and mandatory basis Mandatory commitments which are not executed are subject to potential pair off fees which reflect the changes in the market value of these commitments should unfavorable rate changes occur The Bank has had a sufficient best efforts commitment pipeline to satisfy any potential fallout of individual mandatory commitments Any pair off fees incurred are not material
Stock-Based Compensation
Compensation cost is recognized for stock options and awards issued to employees based on the fair value of these awards at the date of grant A B lack-Scholes model is utilized to estimate the fair value of stock options Compensation cost is recognized over the required service period generally defined as the vesting period
Income Taxes
Income taxes are provided for the tax effects of the transactions reported in the financial statements and consist of taxes currently d ue plus deferred taxes related primarily to differences between the basis of the a llowance for credit losses other real estate owned non-accrual interest and State net operating loss carryforwards The deferred tax assets and liabilities represent the future tax return consequences of those differences which will either be taxable or deductible when the assets and liabilities are recovered or settled Deferred tax assets and liabilities are reflected at income tax rates applicable to the period in which the deferred tax assets or liabilities are expected to be realized or settled As changes in tax laws or rates are enacted deferred tax assets and liabilities are adjusted through the provision for income taxes The Company files consolidated income tax returns with its subsidiaries
The Company recognizes a tax position as a benefit only if it is more likely than not that the tax position would be sustained in a tax examination including resolution of related appeals or litigation p rocesses The amount recognized is the largest amount of tax benefit that is greater than 50 likely of being realized on examination For tax positions not meeting the more likely than not test no tax benefit is recorded The Company recognizes interest and penalties related to income tax matters in income tax expense
Comprehensive Income
Comprehensive income consists of net income and other comprehensive income Other comprehensive income includes unrealized gains and losses on securities available for sale which are also recognized as separate components of equity
13
STANDARD BANCSHARES INC AND SUBSI DIARIES
NOTES TO CONSOLI DATED FI NANCIAL STATEMENTS (in thousands except share data)
Note 1 - Summary of Significant Accounting Policies (Continued)
Trust Assets and Fees
Assets held in a fiduciary or agency capacity are not included in the consolidated balance sheets since such items are not assets of the Company_ Income from trust fees is recorded when received This income does not differ materially from trust fees computed on an accrual basis
Cash Flows
The Company considers al l cash and due from banks cash advanced under ATM funding agreements interest-bearing deposits in other banks and federal funds sold to be cash equivalents for the purposes of the statements of cash flows
Reclassification
Certain reclassifications have been made in the prior year financial statements to conform with the current year presentation with no effect on net income or shareholders equity
New Accounting Pronouncements
In January of 2014 the Financial Accounting Standards Board (FASB) issued guidance to clarify when an in substance repossession or foreclosure occurs and an entity is considered to have received physical possession of the residential real estate property such that a loan receivable should be derecognized and the real estate property recognized Additionally the guidance requires interim and annual disclosure of the amount of foreclosed residential real estate property held by the entity and the recorded investment in consumer mortgage loans collateralized by residential real estate property that are in the process of foreclosure according to local requirements of the applicable jurisdiction The guidance is effective for annual and interim periods beginning after December 15 2014 and can be applied retrospectively or prospectively Management does n ot expect the adoption of this guidance will materially impact the Companys financial condition resu lts of operations or liquidrty_
In January 2014 the FASB amended existing guidance to eliminate the effective yield election and to 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 Disclosures for a change in accounting principle are required upon transition The amendment is effective for annual and interim periods beginning after December 15 2014 Adoption of this standard is not expected to have a material effect on the Companys financial condition or results of operations
Subsequent Events
Management reviewed subsequent events for recognition and disclosure through March 13 2015 which is the date the financial statements were available to be issued_
14
STANDARD BANCSHARES INC AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (in thousands except share data)
Note 2 - Cash and Cash Equivalents
The Companys banking subsidiary is required by the Federal Reserve Bank to maintain certain average cash reserve balances The required reserve balance at December 31 2014 and 2013 was $1 7889 and $ 1 7 395 respectively
The nature of the Companys business requires that it maintain amounts due from banks federal funds sold and interest-bearing deposits in other banks which at times may exceed federally insured limits Management monitors these correspondent relationships and the Company has not experienced any losses in such accounts
Note 3 - Investment Securities
Carrying amounts and fair values of investment securities were as follows
December 3 1 2014 December 31 2013 Gross Gross Gross Gross
Amortized Unrealized Unrealized Fair Amortized Unrealized Unrealized Fair Cost Gains Losses Value Cost Gains Losses Value
Held-to-maturity
Mortgage-backed $ 266 $ 18 $ $ 284 $ 378 s 25 $ - $ 403 securlties - residential
States and political subdivisions 2230 2230
Trust preferred security 1 392 (342) 1 050 1384 372) 1012
Total held-to-maturity 3888 18 (342) 3564 1762 25 (372) 1 415
Available-for-sale US g overnment-sponsored 1 46410 72 (1 75) 1 46307 1 24245 186 124431
entities and agencies
Mortgage-backed securities - residential 3436 232 3668 1 1287 916 12203
Equity securtties 4235 184 441 9 2235 735 (16) 2954
Total available-for-sale 154081 488 (175) 154394 137767 1837 (16) 139588
Total investment securities $157969 $506 $(517) S157958 $1 39529 $1862 $ (388) $141 003
15
STANDARD BANCSHARES INC AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (in thousands except share data)
Note 3 - Investment Securities (Continued)
The amortized cost and fair value of debt securities at December 31 2014 by contractual maturity are shown below Maturities may differ from contractual maturttie in mortgage-backed securities -residential because the mortgages underlying the securities may be called or repaid without any penalties Equity securities have no maturity therefore these securities are not included in the maturity categories in the following summary
Amounts maturing in
One year or less After one year through five years After five years through ten years Over ten years Mortgage-backed securities - residential Equity securities
Total
Securities Held-to-maturity
Amortized Fair Cost Value
$2155 $2155 75 75
1392 1050 266 284
3 888 3 564
Securities Avaiiable-for-sale
Amortized Fair Cost Value
$ 33447 $ 33486 112963 112821
3436 3668 4 235 4 419
154 081 154 394
Equity securities include $4027 of Community Reinvestment Act (CRA) eligible mutual funds and $392 in Fannie Mae and Freddie Mac preferred stock
The proceeds from sales of securities available-for-sale and the associated gains and losses are listed below for the year ended 2014
Proceeds
Gross gains Gross losses
There were no sales of securities in 2013 or 2012
$6375
611
Investment securities with a carrying value of $115645 and $135656 at December 31 2014 and 2013 respectively were pledged to secure public deposits short-term borrowings and for other purposes required or permitted by law
Information pertaining to securities with gross unrealized losses at December 31 2014 and 2013 aggregated by investment category and length of time that individual securities have been in a continuous loss position follows
16
STANDARD BANCSHARES INC AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (in thousands except share data)
Note 3 - Investment Securities (Continued)
Less Than 1 2 Months
December 31 201 4
Held-to-maturity Trust preferred security
Available-for-sale US government-sponsored
entities and agencies
Fair Value
$
$76908
Gross Unrealized
Losses
$
$(1 75)
1 2 Months or Greater
Fair Value
$ 1 050
$
Gross Unrealized
Losses Fair Value
$(342) $ 1 050
$ $76908
Total Gross
Unrealized Losses
$ (342)
$ (1 75)
Less Than 1 2 Months 1 2 Months or Greater Total Gross Gross Grnss
Fair Unrealized Unrealized Unrealized December 31 2013 Value Losses Fair Value Losses Fair Value Losses
Held-to-maturity Trust preferred security $ $ $ 1 012 $(372) $ 1 0 1 2 $ (372)
Available-for-sale Equity securities $1 984 $ (1 6) $ $ $ 1 984 $ (1 6)
Management evaluates securities for other-than-temporary impairment at least on a quarterly basis and more frequently when economic or market concerns warrant such evaluation Consideration is given to (1) the length of time and the extent to which the fair value has been less than cost (2) the financial condition and near-term prospects of the issuer and (3) the intent and ability of the Company to retain its investment in the issuer for a period of time sufficient to allow for any anticipated recovery in fair value
The Company had seventeen securities in a loss position at December 31 2014 One security is a trust preferred security with an amortized cost of $1 392 and an unrealized loss of $342 The other sixteen securities are government sponsored entity and agency securities with an amortized cost of $77083 and an unrealized loss of $175
The unrealized loss on the trust preferred security and government-sponsored entities and agencies were related to changes in interest rates and illiquidity in the financial services industry Management has evaluated the prospects of the issuer in relation to the severity and duration of the impairment Based on that evaluation and managements ability and intent to hold those investments for a reasonable period of time sufficient for a forecasted recovery of fair value management does not consider those investments to be other-than-temporarily impaired at December 31 201 4
17
STANDARD BANCSHARES INC AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (in thousands except share data)
Note 4 - Loans
Major Classifications of loans are as follows
Construction and land development Commercial Commercial real estate non-owner occupied Commercial real estate owner occupied Residential real estate Consumer
Total
Origination fees - net of costs Allowance for credit losses
Loans net
201 4 $ 110343
449341 427043 569269 1 18612
97066
1 771 674
( 1 023) (26320)
$1744331
2013 $ 140294
324898 4 1 9775 550900 1 1 7 343 1 08664
166 1 874
(984) (40895)
$161 9995
Construction loans are generally based upon estimates of the cost and value associated with the construction of the property Construction loans often involve the disbursement of substantial funds with repayment primarily dependent upon the success of the completed project Sources of repayment for these types of loans may be permanent loans from long-term lenders or sales of developed property Generally these loans have a higher risk profile than other real estate loans due to their repayment being sensitive to real estate values interest rate changes governmental regulations of real property demand and supply of similar projects the availability of long term financing and changes in general economic condition
Commercial loans are primarily lines of credit and equipment loans that are secured by accounts receivable inventory fixed assets and sometimes with real estate These loans are repaid through the operating cash flow of the company The increase in commercial loans was due to generally improved business activity resulting from the stabilizing economy and our focus on generating growth in this category of lending in order to better diversify our commercial portfolio Commercial loans are underwritten after evaluating and understanding the borrowers ability to operate its business
Underwriting standards are designed to ensure repayment of loans and mitigate loss exposure As part of the underwriting process the Company examines current cash flows to determine the ability of the borrower to repay its obligations as agreed Commercial loans are primarily made based on the identified cash f lows of the borrowers and secondarily on the underlying collateral provided by the borrower
Commercial real estrite locins consisted primarily of loans to business owners and developersinvestors in owner and non-owner occupied commercial properties The Company classifies the properties into owner-occupied which represents loans where more than 50 of the rental income is from the owner of the property or a related company and non-owner occupied represents loans where less than 50 of the rental income is from the owner of the property Non-owner occupied can include 5-unit or more apartment buildings retail office buildings hotels warehouse and industrial properties Repayment will come from the rental income paid by the tenants or owner Commercial real estate loans are subject to underwriting standards and processes similar to commercial loans in addition to those standards and processes specific to real estate Commercial real estate lending typically involves higher loan principal amounts and the repayment of the loans is largely dependent upon the successful operation of the property securing the loan or the business conducted on the property securing the loan Commercial real estate loans may be more adversely affected by conditions in the real estate market or in the general economy The properties securing the Companys commercial real estate portfolio are diverse in terms
1 8
STANDARD BANCSHARES INC AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (in thousands except share data)
Note 4 - Loans (Continued)
of type and geographic location within our market area Management monitors and evaluates real estate loans based on cash flow collateral location and risk grade criteria
The residential real estate portfolio consists of 1-4 family first lien loans secured by the borrowers home and are generally within our market area Any loans outside our market area are to customers with homes or businesses in our market areas
The consumer loans consist of loans to individuals for consumer purposes home equity loans home equity lines of credit and second mortgages Consumer loans are centrally underwritten utilizing various loan policy guidelines that take into consideration the borrowers ability to repay and the collateral offered
At December 31 2014 and 2013 certain officers directors and companies in which they have beneficial ownership were indebted to the Bank in the aggregate amount of $32267 and $36457 respectively During 2014 no new loans were made to such related parties and net repayments on existing loans amounted to $4 1 90 During 2013 new loans made to such related parties amounted to $389 and net repayments on existing loans amounted to $2082
19
STANDARD BANCSHARES INC AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (in thousands except share data)
Note 4 - Loans (Continued)
All owance fo r Credit L osses
Following is a summary of the activity in the allowance for credit losses
Commercial Commercial Real Estate Real Estate Non-owner Owner Residential
December 31 2014 Construction Commercial Occu12ied Occu12ied Real Estate Consumer Total
Allowance for loan losses
Beginning balance $ 16575 $ 2072 $ 3390 $ 1 2255 $ 3545 $ 3057 $ 40895
Provision for credit losses (1 945) 1981 5370 (3859) 193 1 228 2967
Loans charged-off (1 1 039) ( 1 717) (4247) (2632) (475) (994) (211 04)
Recoveries 2 833 _llsect 200 __sectQ __fil1_ 3 562
Total ending allowance balance $_JJA23 L2A28 $_A79j_ $ 5 955 $ 3 323 $ 26 320
Commercial Commercial Real Estate Real Estate Non-owner Owner Residential
December 31 2013 Construction Commercial Occu12ied 0CCUQied Real Estate Consumer Total
Allowance for loan losses
Beginning balance $17755 $ 4168 $ 1 3052 $ 18109 $ 3317 $ 2805 $ 59206
Provision for credit losses 6401 (724) (839) 2310 742 861 8751
Loans charged-off (7635) (1472) (1 0720) (8237) (515) (659) (29238)
Recoveries _M __jQQ ---1sectfil 74 __ 1 -2Q --2J1sect Total ending allowance balance $16 57S $2J)72 $ 3 390 $ 12 256 L351s UD57 $ 40 895
Commercial Commercial Real Estate Real Estate Non-owner Owner Residential
December 31 2012 Construction Commercial Occu12ied 0CCUQied Real Estate Consumer Total
Allowance for loan losses
Beginning balance $13016 $ 3214 $ 5275 $ 11620 $ 1975 $ 1860 $ 36960
Provision for credit losses 791 6 4614 8620 6815 3149 2270 33384
Loans charged-off (6354) (3937) (917) (401) (1841) (1362) (14812)
Recoveries ---11lZ _____fl_ 74 75 ___M ___E 3 674
Total ending allowance balance $1L155 $A1fill iil3 052 gt rn ms $ 3 3JZ $ 2 605 $ 59 206
20
STANDARD BANCSHARES INC AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (in thousands except share data)
Note 4 - Loans (Continued)
The following tables present the balance of the allowance for loan losses and the recorded investment in loans by portfolio segment and based on impairment method
December 31 201 4
Allowance for Joan losses
Ending balance individually evaluated for impainnent
Ending balance collectively evaluated for impainnent
Total ending allowance
Loans Ending balance individually evaluated
for impainnent Ending balance collectively evaluated
for impainnent
Total ending loan balances
Oecember 31 2013
Allowance for loan losses
Ending balance individually evaluated for impainnent
Ending balance collectively evaluated for impainnent
Total ending allowance
Loans Ending balance individually evaluated
for impainnent Ending balance collectively evaluated
for impainnent
Total ending Joan balances
Construction
s 5136
1 287
_$ 6 423
$ 20252
90 091
$jj0 343
Construction
$ 14662
1 913
_$ J6 szs
$ 35249
1 05 045
S140 29plusmn
Commercial
$ 601
1 827
_$ 2 428
$ 871
448470
$449 34j
Commercial
$ 461
1 6 1 1
$ 2 OZ2
$ 2294
322604
$32plusmn 888
2 1
Commercial Real Estate Non-owner Occupied
$ 1 373
3 41 8
$ 4Z9J
$ 1 5345
411 698
$427 043
Commercial Real Estate Non-owner Occupied
$ 1 865
1 525
$ 3 390
$ 1 5176
404 599
$4J9 ZZ5
Commercial Real Estate
Owner Occupied
$ 5 1 6
5 449
_$ 5 965
$ 6706
562563
$569 269
Commercial Real Estate
Owner Occupied
$ 3331
8 925
$ j2 256
$ 1 7201
533699
$550 900
Residential Real Estate
$ 1 665
1 658
$ 3 323
$ 5795
1 1 2817
$118 612
Residential Real Estate
$ 1 496
2 049
$ 3 545
$ 3799
1 1 3 544
S1H 343
Consumer Total
s 2 160 s 1 1 451
1 230 14 869
_$ 3 GO $ 76320
s 4377 $ 53346
92689 1 71 8328
_$ 97 066 $j Vj 674
Consumer Total
s 1 334 $ 23149
1 723 17 746
$ 3 057 $ 40 895
$ 3592 $ 77311
1 0 5072 1 584 563
S10B 664 S1 661 8Z4
STANDARD BANCSHARES INC AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (in thousands except share data)
Note 4 - Loans (Continued)
The following tables present loans individually evaluated for impairment by class of loans
Unpaid Allowance for Average Principal Recorded Loan Losses Recorded
December 31 2014 Balance Investment Allocated Investment
Wrth no related allowance recorded Construction $1 4349 $ 2200 $ $ 2824
Commercial 1 866 266 623
Commercial real estate non-owner occupied 12128 1 0392 1 1 282
Commercial real estate owner occupied 1 0541 3771 3617
Residential real estate 999 999 1 1 58
Consumer 2 557 ____1MQ --- -----1m Subtotal $42440 $1 91 87 _$ __
- $20780
With an allowance recorded
Construction $24344 $1 8052 $5 136 $27023
Commercial 605 605 601 1 498
Commercial real estate non-owner occupied 7149 4953 1 373 4132
Commercial real estate owner occupied 3163 2935 5 1 6 8607
Residential real estate 4796 4796 1 665 3736
Consumer _____bill_ _____bill_ ____lJ_sectQ 2 997
Subtotal $42875 $34159 $1 1 451 $47993
Construction $38693 $20252 $5136 $29847
Commercial 2471 871 601 2121
Commercial real estate non-owner occupied 1 9277 1 5345 1 373 1 5414
Commercial real estate owner occupied 1 3704 6706 5 1 6 1 2224
Residential real estate 5795 5795 1 665 4894
Consumer 5 375 4 377 ____lJ_sectQ 4 273
Total $1U51 S6JUL1
22
Interest Income
Recognized
$ 460
69
361 2 1 9
5 1
___g $ 11 92
$ 325 1 1
72
1 1 5
1 20
$ 676
$ 785
80
433
334
1 71
-----2i $1 868
STANDARD BANCSHARES INC AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (in thousands except share data)
Note 4 - Loans (Continued)
Unpaid Allowance for Average Interest
Principal Recorded Loan Losses Recorded Income December 31 201 3 Balance Investment Allocated Investment Recognized
With no related allowance recorded Construction $ 3440 $ 2790 $ $ 6783 $ 1 5
Commercial 1 761 1 761 1 828 76
Commercial real estate non-owner occupied 9051 9051 1 0068 410
Commercial real estate owner occupied 3664 341 3 1 368 84
Residential real estate 1 284 1 284 1 254 26
Consumer 1 477 ------1Jn --- ____1dQsect_ ___2Q Subtotal $20677 $1 9426 L____ $22809 LJill
With an allowance recorded
Construction $41 71 0 $32459 $1 4662 $32 188 $ 671
Commercial 533 533 461 499 6
Commercial real estate non-owner occupied 6125 6125 1 865 1 1 128 45
Commercial real estate owner occupied 20172 1 3788 3331 1451 6 318
Residential real estate 25 1 5 251 5 1 496 2170 1 01
Consumer 2 465 2 465 Subtotal $73520 $57885 $23149 $62354 llill
Construction $45150 $35249 $14662 $38971 $ 686 Commercial 2294 2294 461 2327 82
Commercial real estate non-owner occupied 1 5176 1 5176 1 865 21 1 96 455
Commercial real estate owner occupied 23836 17201 3331 15884 402
Residential real estate 3799 3799 1 496 3424 1 27
Consumer 3 942 3592 3 361 ___sectpound Total $M1_9Z $77 311 $23 149 $ll_5_1fill $1 814
23
STANDARD BANCSHARES INC AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (in thousands except share data)
Note 4 - Loans (Continued)
Unpaid Allowance for Average Interest
Principal Recorded Loan Losses Recorded Income December 31 2012 Balance I nvestment Allocated I nvestment Recognized
With no related allowance recorded Construction $ 2712 $ 1 819 $ $ 3600 $ 346
Commercial 1 763 1 410 1 931 7
Commercial real estate non-owner occupied 1 448 1 448 2451 1 5
Commercial real estate owner occupied 2238 2238 9805 60
Residential real estate
Consumer ---1Jlllli - ---1Jm --- ---
Subtotal $1 0056 $ 741 3 L___ $1 9690
With an allowance recorded Construction $43737 $ 39645 $12359 $45048 $ 455
Commercial 270 270 271 276
Commercial real estate non-owner occupied 27925 27489 1 1 777 20670 709
Commercial real estate owner occupied 4584 4584 1 782 4252 88
Residential real estate 3824 1 622 802 3842 88
Consumer 2885 ____LlQsect ______lQg Subtotal $83225 $ 7481 6 $27300 $76986 $ 1 373
Construction $46449 $41 464 $1 2359 $48648 $ 801 Commercial 2033 1 680 271 2207 7
Commercial real estate non-owner occupied 29373 28937 1 1 777 23121 724
Commercial real estate owner occupied 6822 6822 1 782 14057 148
Residential real estate 3824 1 622 802 3842 88
Consumer 4 780 1 704 ______lQg _isectQ1 ___TI Total Sfil281 $R222_9_
Interest income recognized includes interest accrued and collected on the outstanding balances of accruing impaired loans as well as interest cash collections on non-accruing loans and impaired loans for which the ultimate collectability of principal is not certain
24
STANDARD BANCSHARES INC AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (in thousands except share data)
Note 4 - Loans (Continued)
The following is an analysis of the age of the recorded investment in past due and nonaccrual Joans
December 31 2014
Construction
Commercial Commercial real estate
non-owner occupied Commercial real estate
owner occupied Residential real estate
Consumer
Total
December 31 201 3
Construction
Commercial Commercial real estate
non-owner occupied Commercial real estate
owner occupied
Residential real estate
Consumer
Total
Credit Qu ality Indicators
30-59 days
$ 398
714
122 726
1 457
30-59 days
$
1 89
41
61
907
_____sectQl_ $2 061
90 days or more past
due and 60-89 days accruing
$ 72 $
1 53
290 533
1 1 5 944 1 5
_filsect ___fil_ S2115 $_Z1fi
90 days or more past due and
60-89 days occruing
$ 672 $
66
770
395 1 9
886 248
-11sect _____sect $2 907 $_3j_Q
Total Past Current Non-accrual Due Loans Total
$20252 $20722 $ 89621 $ 1 1 0343
871 1 738 447603 449341
7291 81 1 4 41 8929 427043
26 1 2 2849 566420 569269 6424 8109 1 1 0503 1 1 861 2
4 039 6235 90 831 97 066
$41 489_ $1 723 907 $1 V1 674
Total Past Current Non-accrual Due Loans Total
$1 7361 $18033 $ 1 22261 $ 1 40294
479 734 324164 324898
6230 7041 412734 41 9775
131 08 13583 537317 550900
551 8 7559 1 09784 1 1 7343
4 1 76 5200 1 03 464 1 08 664
$52 150 $1 609 724 $1 661 874
The Company categorized its non-homogenous Joans into risk categories based on relevant information about the ability of borrowers to service the debt such as among other factor$ current financial information historical payment experience credit documentation public information and current economic trends The Company analyzes loans individually by classifying the Joan as to credit risk This analysis is done annually on a Joan by loan basis The Company uses the following definitions for classified risk ratings
Pass Loans classified as Pass are considered to be performing Joans that have adequate cash flow andor collateral based upon our underwriting process
Special Mention Loans classified as special mention have a potential weakness that deserves managements close attention If left uncorrected these potential weaknesses may result in deterioration of the repayment prospects for the Joan or of the institutions credit position at some future date
25
STANDARD BANCSHARES INC AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (in thousands except share data)
Note 4 - Loans (Continued)
Substandard Loans designated as substandard are inadeq uately protected by the current net worth and paying capacity of the obligor or the collateral pledged if any Loans have a wellshydefined weakness or weaknesses that jeopardize the liquidation of the debt They are characterized by the distinct possibility that the Bank will sustain some loss if the deficiencies are not corrected
Performing Not Rated Loans classified as Performing Not Rated are considered to be performing loans at the time of u nderwriting but historically ones in which we do not obtain updated financial information after the loans are originated These are generally consumer loans first mortgage home loans and home equity loans
Loans not meeting the criteria above are analyzed individually as part of the above described process and are considered to be unclassified loans Based on the most recent analysis perfornied the loan risk classifications are as follows
Special Performing December 31 2014 Pass Mention Substandard Not Rated Total
Construction $ 80127 $ 7719 $ 21249 $ 1 248 $ 1 1 0343
Commercial 442867 4915 1 559 449341
Commercial real estate non-owner occupied 399762 1 8880 8401 427043
Commercial real estate owner occupied 531 31 5 27295 1 0659 569269
Residential real estate 29747 1 1 9 8250 80496 1 1 8612
Consumer 8 91 0 312 5 939 81 905 97 066
Total $1 192 728 $ 59240 $ 56 057 SJ63 649 S1 ZZJ 6H
Special Performing December31 2013 Pass Mention S ubstandard Not Rated Total
Construction $ 90330 $ 9396 $ 37394 $ 3174 $ 1 40294
Commercial 309074 1 0445 4489 890 324898
Commercial real estate non-owner occupied 400738 10570 8467 419775
Commercial real estate owner occupied 502095 1 0840 37965 550900
Residential real estate 3567pound 1 09 7881 73677 1 17 343
Consumer 9 099 -----1fill 7 828 89 826 1 08664
Total SJ 47 OJ2 M32Z1 $104 021 S167 567 $1 661 871
The Bank considers the performance of the loan portfolio and its impact on the allowance for loan losses For residential and consumer loan classes the Bank evaluates credit q uality based on the payment and aging status of the loan Payment status is reviewed on a q uarterly basis with respect to determining adequacy of the allowance for Joan losses
26
STAN DARD BANCSHARES INC AND SUBSI DIARIES
NOTES TO CONSOLI DATED FI NANCIAL STATEMENTS (in thousands except share data)
Note 4 - Loans (Continued)
Tro ubled Debt Restructurings (TOR)
Loans classified as TD Rs totaled $1 8541 as of December 31 201 4 of which $1 5665 were performing and $2876 were on non-accrual loans classified as TDRs totaled $1 8095 as of December 31 201 3 of which $1 6596 were performing and $1 499 were on non-accrual
The Bank has allocated $1 797 and $ 1 3 1 4 in specific reserves to customers whose loan terms have been modified in troubled debt restructurings as of December 31 201 4 and 201 3 The Bank has committed to lend additional amounts of $45 and $26 as of December 31 201 4 and 201 3 to customers with outstanding loans that are considered to be troubled debt restructurings These loans involved the restructuring of terms to allow customers to mitigate the risk of foreclosure or default by meeting a lower loan payment requirement based upon their current cash flow These may also include loans that renewed at existing contractual rates but below market rates for comparable credit For commercial loans these m odifications typically include a lowering of the interest rate on the loan In some cases the modification will include separating the note into two notes with the first note structured to be supported by current cash flows and collateral and the second note made for the remaining unsecured debt The second note is charged off immediately and collected only after the first note is paid in full This modification type is commonly referred to as an A-B note structure For consumer mortgage loans the restructuring typically includes a lowering of the interest rate to provide payment and cash flow relief For each restructuring a comprehensive credit underwriting analysis of the borrowers financial condition and prospects of repayment under the revised terms is performed to assess whether the structure can be successful and that cash flows will be sufficient to support the restructured debt Anmiddot analysis is also performed to determine whether U1e restructured loan should be on accrual status Generally if the loan is on accrual at the time of restructure it will remain on accrual after the restructuring In some cases a nonaccrual loan may be placed on accrual at restructuring if the loans actual payment h istory demonstrates it would have cash flowed under the restructured terms After six consecutive payments under the restructured terms a nonaccrual restructured loan is reviewed for possible upgrade to accruing status
As with other impaired loans an al lowance for loan loss is estimated for each TOR based on the most likely source of repayment for each loan For impaired loans secured by real estate that are collateral dependent the allowance is computed based on the fair value of the underlying collateral For impaired loans where repayment is expected from cash flows from business operations the allowance is computed based on a discounted cash flow computation
27
STANDARD BANCSHARES INC AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (in thousands except share data)
Note 4 - Loans (Continued)
Troub led Debt Restructurings (TOR) (Continued)
The following table presents loans by c lass modified as troubled debt restructurings that occurred during the years ended December 31 2014 and 2013
Pre- Post-modification modification
Number outstanding outstanding 2014 of loans recorded recorded
investment investment Construction 1 $ 706 $ 813 Commercial real estate owner occupied 2 483 564 Residential real estate 3 1206 1 206 Consumer 5 563 563
Total 11 $2958 $3146
2013 Commercial real estate non-owner occupied 3 $14371 $ 8 670 Commercial real estate owner occupied 3 3505 3581 Commercial 2 1758 1804 Residential real estate 1 403 403
Total 9 $20037 $1 4458
The troubled debt restructurings modified in 2014 and 2013 described above increased the allowance for credft losses by $784 and $317 and did not result in any post-modification charge offs during the years ended December 31 2014 and 2013 respectively
28
STAN DARD BANCSHARES I NC AND SUBSIDIARI ES
NOTES TO CONSOLI DATED FI NANCIAL STATEMENTS (in thousands except share data)
Note 4 - Loans (Continued)
Tro uble d Debt R estructurings TOR ) (Continued)
The following table presents troubled debt restructurings by class and type of modification that occurred during the years ended December 31 2014 and 2013
AB Note Rate Restructure Reduction
2014 Construction $ $ -
Commercial real estate owner occupied 48
Residential Real Estate Consumer 218
Total $ $266
AIB Note Rate Restructure Reduction
2013 Commercial real estate non-
owner occupied $13901 $ 470 Commercial real estate
owner occupied 3073 Commercial 1758 Residential Real Estate 403
Total $13901 $5704
29
Rate Reduction
To Pay amp Advance Taxes of Funds
$ $ 706
435
$435 $ 706
Rate Reduction
To Pay amp Advance Taxes of Funds
$ $
432
$432 $
I nterest Only
Period
$
1206 345
$1551
I nterest Only
Period
$
$
Total
$706
483 1206
563 $2958
Total
$14371
3505 1758
403 $20037
STANDARD BANCSHARES I NC AND SUBSI DIARIES
NOTES TO CONSOLI DATED FINANCIAL STATEMENTS (in thousands except share data)
Note 4 - Loans (Continued)
Troubled Deb t Restru cturings (TOR) (Continued)
The following table presents loans by class modified as troubled debt restructurings for which there was a payment default within twelve months fol lowing the modification during the year ended December 3 1 2014 There were no payment defaults within twelve months following the modification during the year ended December 31 201 3
2014 Commercial
N umber of loans
1
Recorded Investment
$1 600
The troubled debt restructurings that subsequently defaulted in 2014 described above increased the allowance for credit losses by $233 during the year ended December 31 2014 In 2013 there were no troubled debt restructurings for which there was a payment default within twelve months following the modification The troubled debt restructurings resulted in $1600 of charge offs during the year ended December 31 201 4 The troubled debt restructurings did not result in any charge offs during the year ended 2013
Note 5 - Mortgage Servicing Rights
Following is a summary of the activity for mortgage servicing rights
Beginning balance Costs capitalized Accumulated amortization
Ending balance
2014 $ 2726
544 (835)
$ 2 435
2013 $ 2169
1 339 (782)
$ 2 726
2012 $ 1525
1434 (790)
$ 2 169
The aggregate fair value of mortgage servicing rights is based on fundamental analysis and the present value of expected future cash inflows In estimating fair value assumptions have been made regarding prepayment default and interest rates Mortgage servicing rights do not trade in an active market with readily observable prices The Company uses an independent third party to determine the fair value of mortgage servicing rights by estimating the fair value of the future cash flows associated with the mortgage loans being serviced Key economic assumptions used in measuring the fair value of mortgage servicing rights include but are not limited to prepayment speeds discount rates delinquencies and costs to service
A fair market estimate was completed by an independent third party in November 201 4 to determine the amount at which the asset could be exchanged in a current transaction between willing parties other than in a forced liquidation or sale Fair value was estimated based in part on the discounted future cash flows estimated to be received The evaluation used a discount rate for each pool of loan servicing rights which is intended to represent the estimated market yield and estimated cash flow for each pool of servicing rights by utilizing an assumed prepayment speed based on the characteristics of each pool No assurance can be given that the actual prepayments will conform to the prepayment speeds assumed The calculated fair value was compared to market values where possible to ascertain the reasonableness of the valuation in relation to the current market expectations
Mortgage servicing rights outstanding Estimated fair value as a percentage of loans serviced Principal value of loans serviced Estimated fair value of servicing rights outstanding
30
201 4 $ 2435
083 $394217 $ 3272
201 3 $ 2726
083 $382221 $ 3 1 72
STANDARD BANCSHARES INC AND SUBSIDIARIES
NOTES TO CONSOLI DATED FINANCIAL STATEMENTS (in thousands except share data)
Note 6 - Premises and Equipment
Major classifications of these assets are summarized as follows
Land Bank premises Furniture and equipment
Accumulated depreciation Premises and equipment - net
2014 $ 21 699
58 179 31 388
1 1 1 266 (50352)
$ 609 14
201 3 $ 2361 0
69 1 33 44467
1 3721 0 (71 428)
$ 65782
Depreciation expense amounted to $3479 $3668 and $3949 in 2014 201 3 and 2012 respectively_
The Company sold land buildings and vehicles for total proceeds of $1 824 $2 and $1 8 resulting in gross gains on sales of $49 1 $1 and $ 1 8 in the years ending December 3 1 2014 201 3 and 201 2 respectively
In December 2014 the Company signed a definitive agreement to enter into a sale-leaseback of land and buildings for two of its locations The Company designated $ 1 462 of premises as held for sale No write-down was taken at the time of transfer as the assets were anticipated to be sold at a gain In February 2015 the Company closed on a transaction a portion of the gain on sale was recognized in non-interest income The remaining gain was deferred and will be amortized into non-interest income over the lease term
Note 7 - Other Real Estate Owned
Activity in other real estate owned is summarized as followsmiddot
Beginning balance Acquired through or in lieu of foreclosure Proceeds from sales Gain (loss) on sales Write down on other real estate owned
Ending Balance
2014 $ 1 2 930
6 035 (2004)
426 ( 1 1 54)
$1 6233
2013 $1 6896
3 912 (51 35)
170 (2913)
$1 2930
201 2 $ 1 1 496
1 2 1 08 (4096)
(1 36) (2476)
$ 1 6 896
Operating expenses associated with other real estate owned net of write-downs on other real estate owned were $498 $1 96 and $976 in 2014 201 3 and 201 2 respectively
Note 8 - Intangibles
Core deposits Accumulated amortization Core deposits net
2014 2013
$ 8946 (7798)
$ 1 148
$ 8946 (7 1 05)
$ 1 841
Amortization expense amounted to $693 $789 and $885 in 2014 2013 and 20 12 respectively Core deposit intangibles are amortized over an estimated life of fifteen years
middot----- l n-201-2-the-Gompany-reGorded-a-ful l-write-down-of-$239g7-of-goodwill-as-it-was-determined-t0-be--shy
impaired_
3 1
STAN DARD BANCSHARES INC AND SUBSI DIARIES
NOTES TO CONSOLI DATED FI NANCIAL STATEMENTS (in thousands except share data)
Note 9 - Bank Owned Life Insurance
The Bank acquired life insurance policies through prior bank acquisitions and by direct purchase At December 3 1 2014 and 2013 the cash surrender value of these policies was $48470 and $47033 respectively No additional l ife insurance was purchased during 2014 or 2013
Note 10 - Deposits
Deposits at December 3 1 2014 and 2013 by major category are as follows
Demand deposits Non-interest-bearing Interest-bearing
Total demand deposits Savings deposits Time deposits Brokered deposits
Total deposits
2014
$ 612646 492 799
1 1 05445 374142 405857 1 08 1 28
$1 993 572
201 3
$ 536325 525 145
1 061 470 36341 8 427815
66 402
$1 91 9 1 05
The aggregate amount of deposits reclassified as loans (overdrafts) amounted to $2548 and $2781 at December 3 1 2014 and 201 3 respectively
Time deposits that met or exceed the FDIC insurance limit of $250 at year-end 201 4 and 2013 were $1 1 0 1 77 and $92681 respectively
At December 3 1 2014 scheduled maturities of certificates of deposit including brokered deposits are as follows
201 5 2016 2017 201 8 201 9 2020 and thereafter
$408455 65585 1 9838
9830 1 0277
$513 985
Deposits from related parties totaled $33614 and $32595 at December 31 2014 and 201 3 respectively
32
STANDARD BANCSHARES INC AND SU BSI DIARIES
NOTES TO CONSOLI DATED FINANCIAL STATEMENTS (in thousands except share data)
Note 1 1 - Advances from Federal Home Loan Bank
There were no outstanding advances with the Federal Home Loan Bank at December 3 1 201 3 The indebtedness to the Federal Home Loan Bank at December 3 1 2014 was $1 5000 consisting of the following fixed rate advances
Due Date
June 27 201 6 June 27 201 6
Total advances
I nterest Rate
057 057
2014
$1 3000 2 000
$1 5 000
Al l advances and letters of credit from the Federal Home Loan Bank (FHLB) were secured by a g eneral lien on qualifying commercial real estate residential mortgages and home equity loans of the Bank Each advance is payable at its maturity date with a prepayment penalty for fixed rate advances Letters of credit outstanding from the FHLB totaled $3872 and $41 946 at year-end 2014 and 201 3 respectively The advances and letters of credit were collateralized by $679990 of commercial real estate and mortgage loans in 2014 and $203845 of mortgage loans under a blanket lien arrangement at year-end 2013 Based on this collateral and the Companys holdings of FHLB stock the Company was eligible to borrow up to a total of $26951 3 at year-end 2014
Note 1 2 - Other I ncome
Other income consists of the following
Gain (loss) on sale of other real estate owned Gain on sale of premises and equipment Debit cardATM fees Trust feesBrokerage Fees Loan fees and commissions Cash management Bank Owned Life Insurance income Miscellaneous income
Total other income
33
2014
$ 426 491
28 1 8 2533
658 2641 1 437
921
lll 1 925
201 3 201 2
$ 1 70 $ ( 1 36) 1 1 8
2935 2829 2364 1 927
680 932 2286 2020 1 437 1 469 1 267 886
ll1 1 1 40 ll 9 945
STANDARD BANCSHARES INC AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (in thousands except share data)
Note 1 3 - Employee Benefit Plans
Profit Sharing
The Companys bank subsidiary maintains a defined contribution 401 (k) Plan Under terms of the Plan employees meeting age and service requirements may elect to have their compensation reduced and have that amount contributed to the Plan as a salary deferral contribution The Bank at its discretion may make a matching contribution to the Plan equal to a u niform percentage of the salary deferral contributions Apart from any matching contribution the Bank may also make a separate discretionary contribution to the Plan The final liability for matching contributions if any is determined after yearshyend requiring the Bank to estimate its discretionary contribution expense at year end Contribution expense recorded by the Bank amounted to approximately $ 1 1 79 $1 254 and $ 1 685 for 2014 201 3 and 201 2 respectively
Non-Qualified Plan
The Bank maintains a non-qualified deferred compensation plan for a select group of management and employees as determined by the Board of Directors Annual awards if any are based o n preshyestablished performance criteria which are communicated to eligible employees Benefits under the Plan vest after a five year period The liability under the Plan was $403 and $503 as of December 3 1 2014 and 201 3 respectively There was n o expense recorded in 2014 2013 o r 2012
Non qualified Sto ck Option Plan
Pursuant to the Capital Raise Investment Agreements on February 1 2 20 1 3 the Board of Directors of the Company adopted the Standard Bancshares Inc Stock Option Incentive Plan to be effective immediately after the Closing of the capital raise (please refer to Note 21 ) Pursuant to the Stock Option Incentive Plan the Compensation Committee of the Board of Directors of the Company is authorized to grant Incentive Stock Option awards Nonqualified Stock Option awards or a combination thereof to certain officers directors consultants or employees of the Company or any of its Subsidiaries or Affiliates aggregating up to 5402524 shares of the Companys common stock
The option price per share of stock purchasable under a stock option shall not be less than 1 00 of the fair market value of the common stock on the day of the grant Stock option vesting is based o n two components 1 ) a time vested option that vests over four years one fourth on each of the first four anniversaries from the option grant date and 2) a performance vested option that vests if there is an exit event resulting in the investor actually realizing an internal rate of return (RR) greater than or equal to 1 2 based on their original investment of $465 per share on February 22 201 3 Vesting is subject to acceleration in certain circumstances The options will expire if not exercised within 1 0 years of the
middot
date of grant and under certain other (employment) circumstances
The fair value of options granted was estimated on the date of grant using the Black Scholes optionsshypricing model using the assumptions noted in the table and commentary below The risk free rate of return is based on the constant maturity yield of a US Treasury note with a fixed rate term of 1 0 years at date of grant The volatility rate is derived from historical index values of publicly-traded commercial banks with assets between $1 and $5 billion Index values of comparably sized companies were used as a proxy because the Companys common stock is not exchange-listed and there is not an active trading market for the common stock The dividend yield assumption is based o n the Companys expected dividend payouts
34
STANDARD BANCSHARES INC AND SUBSIDIARI ES
NOTES TO CONSOLIDATED FI NANCIAL STATEMENTS (in thousands except share data)
Note 1 3 - Employee Benefit Plans (Continued)
Risk free rate of return
2014 20 1 3
275 1 97 Time remaining until expiration of the options Volatility rate
1 O years 1 0 years 1 392 1 587
Dividend yield 000 000
A summary of the activity in the non-qualified stock option plan for 2014 follows Weighted Average
Weighted Remaining Average Contractual
Number of Exercise Term Time Vested Stock Options Shares Price (in years)
2014 Outstanding at beginning of year 1 46651 5 $ 465 915
Granted 1 1 701 95 515 916 Exercised
Expired
Forfeited (23545) 494 870
Outstanding at end of year 2613 165 $ 487 860
Exercisable at end of year 366629 $ 465 815
2013 Outstanding at beginning of year $ Granted 1 466515 465 9 15 Exercised
Expired
Forfeited
Outstanding at end of year 1 465515 $ 465 9 15
Exercisable a t end o f year $
Aggregate Intrinsic Value
$ 1 1 1 8
$ 238
$ 733
$
The weighted average fair value of time vested options granted during 201 4 and 201 3 was $1 21 and $1 3 2 per option respectively
35
STANDARD BANCSHARES INC AND SUBSIDIARI ES
NOTES TO CONSOLIDATED FI NANCIAL STATEMENTS (in thousands except share data)
Note 1 3 - Employee Benefit Plans (Continued)
Performance Vested Stock Options 2014 Outstanding at beginning of year
Granted
Exercised
Expired
Forfeited
Outstanding at end of year
Exercisable at end of year
2013 Outstanding at beginning of year
Granted
Exercised
Expired
Forfeited
Outstanding at end of year
Exercisable at end of year
1 466515
1 170195
(26909)
2609801
1 465515
1 465515
$ 465
515
490
$ 487
$
$ 465
$ 465
$
91 5
91 6
864
860
g_1 5
91 5
$ 1 1 1 8
$
$ 733
$
The weighted average fair value of performance vested options granted during 201 4 and 201 3 was $040 for each year
Time Ve ste d O ption s
The Company recognized $782 and $44 I of stock-based compensation expense related to the granting of time vested stock options for the years ended December 20 14 and 2013 respectively There were no time vested options granted in 2012
As of December 3 1 201 4 there was $2 1 30 of total unrecognized compensation cost related to nonshyvestediime vested options granted underthe Plan The unrecognized cost is expected to be recognized over a weighted-average period of 26 years
Performan ce Veste d O ption s
The value of the performance vested options is a function of 1 ) the likelihood of a n Exit Event and 2) the likelihood of that Exit Event achieving the 1 2 IRR threshold These weighted average probabilities are then m ultiplied by the full value of a time vested option to derive the value of the performance options
The valuation methodology for the performance vested options involved ihree separate analysis
I Sale of control analysis 2 Initial public offering analysis 3 Remain private analysis
There was no expense recorded in 201 4 and 201 3 related to the performance vested options
There were no performance vested options granted in 201 2
36
STANDARD BANCSHARES INC AND SUBSIDIARI ES
N OTES TO CONSOLI DATED FI NANCIAL STATEMENTS (in thousands except share data)
Note 1 3 - Employee Benefit Plans (Continued)
As of December 3 1 2014 there was $1 059 of total unrecognized compensation cost related to nonshyvested performance vested options granted under the Plan The cost is expected to be recognized when it is determined that it is probable that a qualifying Exit Event will occur
Note 1 4 - Commitments
Operating Leases
The Bank leases property at various branch locations unde r terms that are considered to be an operating lease The leases expire in various years through 2020 Office rent expense was $728 $875 and $919 for 2014 2013 and 2012 respectively
Other Co mmitments
The Bank has a contract with a computer seNice company that expires in 201 6 Data processing expense was $2729 $2746 and $2424 for 201 4 201 3 and 2012 respectively
Annual future minimum payments for these agreements are as follows
Note 1 5 - Income Taxes
Year ending December 31 201 5 201 6 2017 20 1 8 201 9 2020 and thereafter
$3037 2884
394 203 1 26
1 6 $6 660
The components of the provision (benefit) for income taxes are as follows
Current Deferred Total Tax Expense (Benefit)
2014 $ 3494
7 1 62 $ 1 0656
201 3 $ 2373
3425 $ 5798
2012 $ 1 306
(6928) $ (5622)
The effective tax rate differs from the federal statutory rate primarily due to the following
Tax at statutory federal income tax rate Tax exempt interest income State income taxes net of federal benefit BOLi income Meals and entertainment Non-deductible expenses Goodwill impairment
201 4
$8483 (133) 1 5 1 6 (486)
77 76
Stock settled rights expense 639
201 3 $ 4750
(82) 766
(486) 84
1 02
2012 $(1 2371 )
(1 08) (866) (500)
79 80
8 1 55
O th enet--=====48=====664=--====(-l --
$1 0656 $ 5798 $ (5622)
37
STANDARD BANCSHARES INC AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (in thousands except share data)
Note 1 5 - Income Taxes (Continued)
The net deferred tax asset included at December 31 2014 and 2013 consists of the following
2014 201 3 Gross deferred tax assets
Allowance for loan losses $19212 $23305 Other real estate owned 2866 49 1 6 Non-accrual loan interest 4064 3 991 State net operating loss 1 835 2358 Accrued compensation 1 938 1 471 Depreciation 1 387 1 412 FNMA amp FHLMC preferred stock 1 270 1 270 Other assets 271 434
Total gross deferred tax assets $32843 $39 157
Gross deferred tax liabilities Purchase accounting adjustments $ 1 069 $ 1 282 Mortgage servicing rights 946 1 060 Unrealized gainloss on AFS securities 1 1 9 692 Other liabilities 1 306 1 31
Total gross deferred tax liabilities $ 3440 $ 3 165
Net deferred tax asset $29403 $35992
At December 31 2014 the Company has $33929 of Illinois net operating loss carryforwards expiring in 2025 and $2330 Indiana net operating Joss expiring in 2025 and 2026 which will be available to reduce future taxable income
The Company does not expect the total amount of unrecognized tax benefrts to significantly change in the next twelve months The Company recognized no interest andor penalties related to tax matters in tax expense
The Company and its subsidiaries are subject to US federal income tax as well as income tax of the state of Illinois and Indiana The Company is no longer subject to examination by taxing authorities for years before 201 0
3 8
STAN DARD BANCSHARES INC AND SUBSIDIARIES
NOTES TO CONSOLI DATED FI NANCIAL STATEMENTS (in thousands except share data)
Note 1 6 - Contingent Liabilities and Commitments
The Company does not reflect in its financial statements various commitments and contingent liabilities which arise in the normal course of business and which involve elements of credit risk interest rate risk and liquidity risk These commitments and contingent liabilities are commitments to extend credit commercial letters of credit and standby letters of credit A summary of the Banks commitments and contingent liabilities at December 31 is as follows
Commitments to extend credit under Unused commercial and other lines of credit Unused equity lines of credit Standby letters of credit
2014 201 3
$262907 46 125 42041
$234893 52905 40284
Commitments to extend credit commercial letters of credit and standby letters of credit a l l include exposure to some credit loss in the event of nonperformance of the customer The Banks credit policies and procedures for credit commitments and financial guarantees are the same as those for extension of credit that are recorded on the consolidated balance sheet Because these instruments have fixed maturity dates and because many of them expire without being drawn upon they do not generally present any significant liquidity risk to the Bank The Bank has not incurred any significant losses on its commitments in either 2014 201 3 or 2012
The Bank is party to litigation and claims arising in the normal course of business Management after consultation with legal counsel believes that the liabilities if any arising from such litigation and claims will not be material to the Companys consolidated financial position
Note 1 7 - Derivatives
D erivative contracts entered into by the Company are limited to those that are treated as non-designated derivative instruments The Company provides customers with interest rate swap transactions and offsets the transactions with interest rate swap transactions with inter-bank dealer counterparties as a means of offering risk management solutions to customers As ofDecember 3 1 2014 there were $6006 outstanding in notional values of swaps where the Company pays a variable rate of interest and the customer pays a fixed rate of interest This position is offset with counterparty contracts where the Company pays a fixed rate of interest and receives a floating rate of interest The estimated fair value of interest rate swaps was recorded as an asset of $207 and as a liability of $214 as of December 31 2014 Swaps with customers and inter-bank dealer counterparties are carried at fair value with adjustments recorded in other income The net effect of fai r value adjustments running through the income statement was immaterial during the year ended December 31 2014 There were no interest rate swap derivatives as of December 3 1 2013
3 9
STANDARD BANCSHARES I NC AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (in thousands except share data)
Note 1 8 - Financial I nstruments Fair Value Disclosure
The fair value measurement accounting Hterature establishes a fair value hierarchy which requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value The standard describes three levels of inputs that may be used to measure fair value
1 Level 1 - Unadjusted quoted mariltet prices in active markets that are accessible at the measurement date for identical unrestricted assets
2 Level 2 - Significant other observable inputs other than Level 1 prices such as quoted market prices for similar assets and liabilities quoted prices in markets that are not active or other inputs that a re observable or can be corroborated by observable market data
3 Level 3 - Signlficant unobservable inputs that reflect a reporting entitys own assumptions about the assumptions that mariltet participants would use in pricing an asset o r liability
A financial instruments level within the fair value hierarchy is based on the lowest level of input that is significant to the fair value measurement
Fair values of assets measured on a recurring basis at December 3 1 2014 and 2013 are as follows
De ce mbe r31 2014 Financial Assets
Securities available-for-sale US government sponsored entities and agencies Mortgage-backed securities - residential Equity securities
Total securities available-for-sale
Derivatives
Financial Liabilities
Derivatives
De ce mbe r 31 2013 Financial Assets Securities available-for-sale
US government sponsored entities and agencies Mortgage-backed secu rities - residential Equity securities
Total securities available-for-sale
Fair Value
$1 46307 3668 4 41 9
$1 54 394
$ 207
$ 214
$ 1 24431 1 2203
2 954 $ 1 39 588
Fair Value Measurements Usin1 Quoted Significant P rices Other
in Active Observable Markets Inputs (Level 1 ) (Level 2)
$
392 $ 392
$ -
$ -
$
$1 46307 3668 4 027
$1 54 002
$ 207
$ 2 1 4
$ 1 24431 12203 1 984
$1 38 61 8
Significant Unobservable
Inputs (Level 3)
$
$
$
$
$
$
As of December 31 2014 and 2013 there were no transfers between levels
40
STANDARD BANCSHARES I NC AND SUBSI DIARIES
NOTES TO CONSOLI DATED FI NANCIAL STATEMENTS (in thousands except share data)
Note 1 8 - Financial I nstruments Fair Value Disclosure (Continued)
The fair values of marketable equity securities available-for-sale are generally determined by quoted market prices in active markets for each specific security (Level 1 measurement inputs) If Level 1 measurement inputs are not available for a marketable equity security the fair value is determined by the quoted market price of a similar security traded in an active market (Level 2 measurement inputs)
The fair values of debt securities available-for-sale are generally determined by matrix pricing which is a mathematical technique widely used in the industry to value debt securities without relying exclusively on quoted market prices for the specific securities b ut rather by relying on the securities relationship to other benchmark quoted securities (Level 2 measurement inputs)
Derivative s
The fair value of derivatives are based o n valuation models using observable market data a s of the measurement date (Level 2) Our derivatives are traded in an over-the-counter market where quoted market prices are not always available Therefore the fair values of derivatives are detenmined using quantitative models that utilized multiple market inputs The inputs will vary based on type of derivative but could include interest rates prices and indices to generate continuous yield or pricing curves prepayment rates and volatility factors to value the position The majority of market inputs are actively quoted and can be validated through external sources including brokers market transactions and thirdshyparty pricing services
Fair values of assets measured on a nonrecurring basis are as follows
Oe ce mbe r31 2014 Other real estate owned net Impaired loans Loans held for sale Mortgage servicing rights
De ce mbe r 31 2013 Other real estate owned net Impaired loans Loans held for sale Mortgage servicing rights
Fair Value
$ 1 6233 41 895
8274 2435
$12 930 54 1 62
5408 2726
Fair Value Measurements Using Quoted Significant Prices Other
in Active Observable Markets Inputs (Level 1 ) (Level 2)
$ $
8274
$ - $
5408
Significant Unobservable
Inputs (Level 3)
$ 1 6233 41 895
2435
$1 2930 541 62
2726
Other real estate owned are initially recorded at fair value less costs to sell when acquired and are subsequently measured at the lower of cost or fair value less estimated costs to sell Fair values are based on third party appraisals of the property or internal valuations on smaller properties using comparable market data and various external resources resulting in a level 3 classification When the carrying value exceeds the fair value less costs to sell an impairment loss is recognized
The fair value of impaired loans secured by real estate with specific allocations of the allowance for loan --------- 1osses-is-generally-based-on--recent-real-estate-appraisals-or-internal-valuations-on-smaller-prnperties--shy
using comparable market data and various external resources These appraisals may utilize a single
41
STANDARD BANCSHARES INC AND SUBSI DIARIES
NOTES TO CONSOLI DATED FI NANCIAL STATEMENTS (in thousands except share data)
Note 1 8 - Financial Instruments Fair Value Disclosure (Continued)
valuation approach or a combination of approaches including comparable sales and the income approach resulting in a level 3 classification
Loans held for sale are carried at the lower of cost or fair value which is evaluated on a pool-level basis The fair value of loans held for sale is determined using quoted prices for similar assets adjusted for specific attributes of that loan or other observable market data such as outstanding commitments from third party investors resulting in a level 2 classification
The Company records its mortgage servicing rights at fair value and includes them in other assets in the Consolidated Balance Sheets Mortgage servicing rights do not trade in an active market with readily observable prices Fair value is based on market process for comparable mortgage servicing contracts when available or alternatively is based on a valuation model that calculates the present value of estimated future net servicing income Key economic assumptions used in measuring fair value of mortgage servicing rights at December 31 2014 included prepayment speeds maturities and discount rates While market based data is used to determine the assumptions the Company incorporates its own estimates of the assumptions market participants would use in determining the fair value of mortgage servicing rights which results in a level 3 classification
De cembe r 31 2014 Assets Cash and cash equivalents Securities held-to-maturity Securities available-for-sale Loans - net Loans held for sale Federal Home Loan Bank stock at cost Accrued interest receivable Derivatives
Liabilities
Deposits Federal Home Loan Bank advances Accrued interest payable Derivatives
De ce mbe r 31 2013 Assets
Cash and cash equivalents Securities held-to-maturity Securities available-for-sale Loans - net Loans held for sale Federal Home Loan Bank stock at cost Accrued interest receivable
Liabi lities Deposits Accrued interest payable
42
Carrying Value
$ 1 99476 3888
1 54394 1 744331
8274 3247 59 1 9
207
$ 1 993572 1 5000
265 214
$ 234 1 83 1 762
1 39588 1 61 9995
5408 3 143 5 576
$1 91 9 1 05 286
Fair Value
$ 1 99476 3 564
1 54394 1 798279
8274 3247 591 9
207
$1 992796 1 4984
265 214
$ 234 1 83 1 41 5
1 39588 1 679668
5408 3 143 5576
$ 1 920335 286
STANDARD BANCSHARES I NC AND SUBSI DIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (in thousands except share data)
Note 1 8 - Financial I nstruments Fair Value Disclosure (Continued)
In estimating the fair value of certain assets and liabilities not previously presented the following assumptions were made
Cash and Cash Equivalents
The carrying amounts of cash and equivalents reported in the balance sheet approximate fair value
Securities
Estimated fair values of securities are based on one of three models 1 ) quoted market prices where available 2) quoted market prices for similar instruments if quoted market p rices are not available 3) unobservable data that represents the Banks assumptions about items that market participants would consider in determining the fair value where no market data is available
L oans
Fair values of loans excluding loans held for sale are estimated as follows For variable rate loans that re-price frequently and with no significant change in credit risk fair values are based on carrying values Fair values for other loans are estimated using discounted cash flow analyses using interest rates currently being offered for loans with similar terms to borrowers of similar credit quality to calculate the present value of future contractual principal and interest cash flows and discounting them back to the present using a discount rate Impaired loans are valued at the lower of cost or fair value as described previously The methods utilized to estimate the fair value of loans do not necessarily represent an exit price
The fair value of loans held for sale is estimated based upon binding contracts and quotes from third party investors
Federal Home Loan Bank (FHLB) Stock
The carrying amounts reported in the balance sheet approximate fair value
Accrued Interest Receivable I Payable
The carrying amounts reported in the balance sheet approximate fair value
Deposits
The fair values disclosed for demand deposits (eg interest and non-interest checking passbook savings and certain types of money market accounts) are by definition equal to the amount payable on demand at the reporting date (ie their carrying amount) The carrying amounts of variable rate fixed-term money market accounts and certificates of deposit approximate their fair values at the reporting Fair values for fixed rate certificates of deposit are estimated using a discounted cash flows calculation that applies interest rates currently being offered on certificates to a schedule of aggregated expected monthly maturities on time deposits
Federal Home Loan Bank Advances
The fair value of Federal Home Loan Bank advances is estimated using discounted cash flow analyses --------based-on-the-currentborrowing-rate-of-similartypes-of-advances
43
STANDARD BANCSHARES I NC AND SUBSIDIARI ES
NOTES TO CONSOLI DATED FINANCIAL STATEMENTS (in thousands except share data)
Note 1 8 - Financial I nstruments Fair Value Disclosure (Continued)
Off-balance sh eet in strum ents
Fair asset andor liability value of off-balance sheet financial instruments as described in Note 1 6 may be estimated by applying fees currently charged for comparable commitments Based upon the qual ity of these commitments and their demand in the financial market it has been assumed that there is no material difference in the estimated fair value
Note 1 9 - TARP Capital Purchase Program
On April 24 2009 the Company entered into a Letter Agreement with the United States Department of Treasury (the Treasury) pursuant to which the Company sold to the Treasury 6000 shares of the Companys Fixed Rate Cumulative Perpetual P referred Stock Series A for $60 million and a warrant to acquire $3 million of Fixed Rate Cumulative Perpetual P referred Stock Series B for a nominal exercise price Immediately upon consummation of the closing the Treasury exercised the warrant and acquired the Series B Preferred Stock The Preferred Stock Series A qualified as Tier 1 capital and paid cumulative dividends q uarterly at a rate of 5 per annum The P referred Stock Series B qualified as Tier 1 capital and paid cumulative dividends quarterly at a rate of 9 per annum The difference between the initial carrying value that was allocated to the Series B Preferred Stock and its redemption value of $3 million will be charged to retained earnings (with a corresponding increase in the carrying value of the Series B Preferred Stock) over the first five years of the contract as an adjustment to the dividend yield using the level yield method During 201 1 the Company elected to suspend dividend payments For the year ended December 31 2012 total dividends of $3462 had been declared but not paid On February 22 201 3 1 3548387 of common shares were issued to the US Treasury in exchange for the $60 million and $3 million of Fixed Rate Cumulative Preferred Stock Series A and Series B respectively The Treasury subsequently sold those shares to institutional investors at $465 per share In addition the Company paid $6 million of dividends to the Treasury which included 1 00 of past due dividends and dividends due through February 22 2013
Note 20 - Regulatory Matters
The Companys primary source of cash is dividends received from its subsidiary bank The subsidiary bank is subject to certain restrictions on the amount of dividends that it may declare without prior regulatory approva L In addition the dividends declared cannot be in excess of the amount which would cause the subsidiary bank to fall below the minimum required for capital adequacy purposes
Banks and bank holding companies are subject to regulatory capital requirements administered by federal banking agencies Capital adequacy guidelines and additionally for banks prompt corrective action regulations involve quantitative measures of assets liabilities and certain off-balance-sheet items calculated under reg ulatory accounting practices Capital amounts and classifications are also subject to qualitative judgments by regulators Failure to meet capital requirements can initiate regulatory action Management believes as of December 3 1 2014 the Company and Bank meet al l capital adequacy requirements to which they are subject
Prompt corrective action regulations provide five classifications well capitalized adequately capitalized undercapitalized significantly u ndercapitalized and critically undercapitaized although these terms are not used to represent overall financial condition If adequately capitalized regu latory approval is required to accept brokered deposits If undercapitalized capital distributions are limited as is asset growth and expansion and capital restoration p lans are required At year-end 201 4 and 2013 the most recent reg ulatory notifications categorized the Bank as well capitalized under the regulatory framework for prompt corrective action There are no conditions or events since that notification that management believes have changed the institutions category
44
STAN DARD BANCSHARES I NC AND SUBSI DIARI ES
NOTES TO CONSOLIDATED FI NANCIAL STATEMENTS (in thousands except share data)
Note 20 - Regulatory Matters (Continued)
The Banks actual and required capital amounts and ratios are as follows
To Be Well Capitalized U nder
For Capital Prompt Corrective Actual Adeguac[ Puqoses Action Provisions
Amount Ratio Amount Ratio Amount Ratio As of December 31 2014 Total Capital
(to risk-based assets) Company $271 785 143 $ 152226 80 NA NA Bank 269993 1 42 1 52229 80 $1 90286 1 00
Tier I Capital (to risk-based assets) Company 247887 1 30 76 1 1 3 40 NA NA Bank 246093 129 761 14 40 1 14 171 60
Tier I Capital (to average assets) Company 247887 1 08 92 1 26 240 NA NA Bank 246 093 1 07 92 1 09 240 1 1 5 1 36 2 5 0
As of December 31 2013 Total Capital
(to risk-based assets) Company $246213 1 38 $142344 280 NA NA Bank 244607 1 38 1 42 170 280 $ 1 77713 2100
Tier I Capital (to risk-based assets) Company 223444 126 71 1 72 240 NA NIA Bank 221 838 1 25 71 085 240 1 06628 2 60
Tier I Capital (to average assets) Company 223444 1 03 86430 240 NIA NA Bank 221 838 1 03 86450 240 1 08 063 2 50
45
STANDARD BANCSHARES INC AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (in thousands except share data)
Note 21 - Capital Management
The overall objectives of the Companys capital management are to have the availability of sufficient capital to support loan deposit and other asset and liability g rowth and to maintain capital to absorb unforeseen losses or write-downs that are inherent in the business risk associated within the banking industry The Company seeks to balance the need for higher capital levels to address growth and unforeseen risks and the goal to achieve an adequate return on capital invested
In July 201 3 the federal banking agencies issued a final rule revising the regulatory capital rules applicable to most national banks and federal savings associations as well as their holding companies generally beginning on January 1 201 5 The rule implements the Basel Committees December 201 O framework known as Basel I l l for strengthening the international capital standards as wel l as certain p rovisions of the Dodd-Frank Act The final ru le implements a revised definition of regu latory capita l a new common equity Tier 1 minimum capital requirement of 450 and a higher minimum Tier 1 capital requirement of 600 (which is an increase from 400) Under the final rule the total capital ratio remains at 800 and the minimum leverage ratio is 400
Additionally under the final rule in order to avoid l imitations on capital distributions including dividend payments and certain discretionary bonus payments to executive officers a banking organization must hold a 25 capital conservation buffer composed of common equity Tier 1 capital above its minimum risk-based capital requirements The b uffer is measured relative to risk-weighted assets The final rule also enhances risk sensitivity and addresses weaknesses identified by the regulators over recent years with the measure of risk-weighted assets
The new minimum capital requirements will b e effective for the Company on January 1 201 5 whereas the capital conservation buffer and the deductions from common equity Tier 1 capital phase in over time beginning on January 1 201 6
Capital Raise
On February 22 201 3 Standard Bancshares Inc completed its recapitalization by issuing 29864795 shares of common stock at $465 per share for gross proceeds of $ 1 389 million 1 3 548387 of the common shares were issued to the US Treasury (the Treasury) in exchange for the $63 million of Fixed Rate Cumulative Preferred Shares Series A and B The Treasury subsequently sold those shares to I nstitutional Investors at $465 per share An additional 16 316408 of common shares were issued to Institutional Investors and private investors Of the aggregate 29864795 common shares issued 1 9430750 are voting shares and 1 0434045 are mm-voting shares
In conjunction with the recapitalization the Articles of Incorporation of the Company were amended to authorize 20000000 shares of preferred stock at $001 par value No preferred stock has been issued as of December 31 2014
Sto ck Settled Rights (SSRs)
On February 22 201 3 in connection with the recapitalization of the Company the Board of Directors distributed as a dividend in kind 7293407 Stock Settled Rights (SSRs) to the holders of the Common Stock as of the Record Date (November 5 2012) The number of SSRs issued is equal to the product of (i) 03888 and (ii) 18757921 the number Common Shares outstanding as of the Record Date The estimated fair value of the SSRs completed by an independent third party as of September 30 2014 and February 22 201 3 was determined to be approximately $026 per SSR or $1 880 and approximately $021 per SSR or $1 532 respectively Expense recorded related to the SSRs was $1 880 in 2014 No expense was recorded in 201 3
46
STANDARD BANCSHARES INC AND SUBSI DIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (in thousands except share data)
Note 21 - Capital Management (Continued)
Stock Settled Rights (SSRs) (Continued)
The SSRs are structured as common stock dividends to be paid to certain common shareholders of the Company under specific conditions The amount of common stock to be distributed is determined by a formula that considers among other things the value of the outstanding common stock at the Settlement Date Settlement Date is defined as the earlier of (i) the date a liquidity event (an I POrecapitalization or a sale of control) occurs during the term of the SSRs and (ii) the SSR Expiration Date (February 22 201 8) The SSRs will be exercised based on the value of the common shares at that time subject to the Settlement Rate formula
The Accretion Rate is a component of the Settlement Rate It is either an middotannual rate of 80 or 120 with the value determined by the cum ulative economic losses that occur in the loan portfolio from June 30 201 1 to the time the SSRs are settled
On the Settlement Date the Company shall determine the number of shares of Common Stock issuable upon the settlement of an SSR The Settlement Rate shall be calculated based on a formula that considers among other factors the value per share of the common stock on a fully diluted basis reduced by the accretion rate with that number divided by the value per share of common stock on a fully diluted basis
If the Settlement Rate is greater than zero the Company shall issue and deliver to each of the SSR Holders a number of shares of Common Stock equal to the product of (i) the Settlement Rate multiplied by (ii) the number of SSRs held by such H older as reflected in the SSR register as of the close of business on the last Business Day prior to such Settlement Date
In connection with the occurrence of a Liquidity Event on or prior to the Expiration Date the Board of Directors may at its option and in its sole discretion order the redemption and the Company may redeem the SSRs in whole or in part at the redemption price per SSR based on a formula that considers the price per share of Common Stock at which the Company is valued on a fully diluted basis in connection with such Liquidity Event as determined in good faith by the Independent Committee plus a l l cash dividends paid oil the common stock from the date of issuance of the SSRs less $465 accreting on a daily basis at the Accretion Rate
The Company hired an independent third party firm to value the SSRs The following variables were taken into consideration when deriving a value for the SS Rs
1 ) The probability of a liquidity event (sale of control or PO) during the term of the SS Rs 2) The Accretion Rate assigned to the Settlement Rate of the SSRs 3) The estimated value of the Companys common stock at the earlier of a) a liquidity event or b)
the SSR Expiration Date (February 22 201 8) 4) The type of liquidity event that might occur 5) Future value parameters including a) tangible common book value b) earnings and c) market
conditions
The valuation of the common shares at the Settlement Date will depend on the Companys financial condition and the market pricing of financial institution stock both on a stand-alone basis and on a sale of control basis at that time
47
STANDARD BANCSHARES I NC AND SUBSIDIARI ES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (in thousands except share data)
Note 22 - Condensed Financial Statements
The Company was incorporated in I l linois on February 23 1 982 The Company accounts for its investment in subsidiaries under the equity method Under this method the investment is recorded at cost adjusted for the subsidiaries undistributed net income (loss) Presented below are the condensed financial statements of Standard Bancshares I nc (Parent Company Only)
Assets Cash Investment in subsidiaries Other assets
Total assets
CONDENSED BALANCE SH EETS DECEMBER 31 2014 AND 2013
Liabilities and shareholders equity Other liabilities Total stockholders equity
Total liabilities amp stockholders equity
2014 $ 4 163
264242 328
$268733
$ 2685 266048
$268733
CON DENSED STATEMENTS O F I N COME YEARS ENDED D ECEMBER 31 201 4 201 3 AND 201 2
2014 I ncome
Other income $
Expenses 2909 Loss before income taxes and equity in undistributed
earnings of subsidiaries (2909) Income tax benefit 88
Loss before equity in undistributed earnings of subsidiaries (2821)
Equity in undistributed earnings (loss) of subsidiaries 1 7 1 1 5
Net income (loss) 1 4294 Preferred dividends and discount accretion on preferred shares
Net income (loss) applicable to common shareholders $1 4294
48
201 3 $ 2 1 95
248 090 1 944
$252229
$ 322 251 907
$252229
201 3 201 2
$ $ 1
1 747 8539
(1 747) (8538) 291 1 0 1 7
(1 456) (7521) 9 629 (23241) 8 173 (30762) 1 1 24 4090
$ 7049 $(34852)
STAN DARD BANCSHARES INC AND SUBSIDIARIES
NOTES TO CONSOLIDATED FI NANCIAL STATEMENTS (in thousands except share data)
Note 22 - Condensed Financial Statements (Continued)
CONDENSE D STATEMENTS OF CASH FLOWS YEARS ENDED DECEMBER 31 2014 201 3 AND 201 2
Cash flows from operating activities Net income (loss)
Adjustments Equity in undistributed net (income) loss of subsidiaries Amortization Stock based compensation expense ( Increase) decrease in other assets Increase (decrease) in other liabilities
Net cash provided by (used in) operating activities Cash flows from financing activities
Issuance of common stock net of issuance costs Capital contribution to Standard Bank Repayment of note payable Cash Dividends
N et cash provided by financing activities
Net increase (decrease) in cash
Cash - beginning of year
Cash - end of year middot
Supplemental schedule of non-cash financing activities Change in par value on common stock Exchange of preferred stock to common stock
49
2014
$ 1 4294
( 17 1 1 5) 28
782 1 616 2363 1 968
1 968
2 1 95
$ 4 163
$ $
201 3
$ 8 1 73
(9629) 29
441 1 872
(4273) (3387)
68598 (41 500) ( 16 1 00)
(6026) 4972
1 585
6 1 0
$ 2 1 95
$ 4277 $63000
201 2
$(30762)
23241 6 1 67
( 1908) 2 043
( 1 2 1 9)
( 1 2 1 9)
1 829
$ 6 1 0
$ $
FORM FR Y-6
STANDARD BANCSHARES INC
Hickory Hills Illinois Year Ending Dccember31 2014
REPORT ITEM
1 The BHC Is not registered with the SEC Coples of the Annual Report Nil be sent undersepirate cover when completed
2a Organization Chart fo Standard BallCShares Inc
I THE BOULEVARD INC
SL John Indiana 100
JnCQrporated in Indiana
2b Branch Verification
STANDARD BANCSHARES INC Hickory Hills Illinois Jncorporateltl In Illinois
STANDARD BANKAND TRUST COMPANY Hickory Hills llllnois
Incorporated In lllnols 100
I STANDARD REDEVELOPMENT INC
Hickory Hills Illinois 100
Incorporated in Illinois
(Not subject to Y-10 reporting ) Code 91 CE - Liquidation Of debts previously contracted
The branch and lax-kl flStings were emailed to branch revieW on 223115
3 (1) As ofyear-end
Name and Address
Trident SBI Holdings lP Greeffilidl CT
Robert E Gallagher Sr Trust John D Gallagher Trustee Palos Heights IL
The Gallagher Standard Bancshares TR Timolhy J GaJagheuror Trustee Hickory Hitls IL
Pantheon Standard LP San Francisco CA
CohesVe Capital Parners LP New York NY W Capital Partners II LP NewYork NY
Couritrlt of Citizenship or lncorooratlon Number and Percentage Of Voting Serurtties
USA 5662194- 1483
USA 5516086 - 1444
USA 4382666 - 1 t47
USA 3762128-985
USA 2 150537 - S63
USA 2 150537 - 563
Note llle shares in the Robert E Gallagher Sr Tr are voted on by John D Gallagher Director of Standard Bank Tue shares Jn the Gallager Standard Bancshares Tr are voted on by Timolhy J Gallagher Director of Standard Bank
3 (2) OtherSharehofors oat listed in Section 3 (1) above that held more than 5 during the year
None
Resuhs A Ilse of branches forvour holdln1 company STANDARD 8ANCSHARES INC (1245590) or HICKORY HILLS IL
The d1ta are n of 12312014 Data re II Kb information tlat wu received aod processed throuah 01072015
Rconcill1Uon and Vc1Uon St I DI 1 In the DIH Action column of each br111Ch row enter one or mort of the actioru specified below
2 If required enter the date In the Ettcttve Olte column
-OK tf the bnch Information s correct enter OK in the Oita AdJon column
Chi nee If the bndl Information Is Incorrect Of Incomplete revt the data enter Chance In the Dita Action column ind the d11te when this infOfmation first became v1lid In the Effective Ote column
am If a bnch listed was sold or clowd enterOose In tht Dita Action column and the s1e or dosured11te In the EtfectW Olte colurm
Olete If a bru1eh listed wu never owntd by this depository Institution enter Delete In the Oeta Acckgtn column
Add If a rt portable brtinch Is mlsslna lnStrt a row add the branch data ald entu Add In the Olt1 Action column and the opening or acquisition date In the Effecttve Date column
If prntln1 this list you m1y need to adjust your page Utup In MS E11ce1 Try using landscape orientation page sollria andor legal sized paper
Submlnion PfOOtdurbull When you ire finished send a saved copy to vour FRB contact Su the detailed lnlttldlons on this si for more informatlon
II voY are mailinamp this to your FRB conttct put your lnstitutlon name dty and state In the subjact llrie of the e-nWI
Note To satisfy the FR Y-10 reportln1 requirements YoU must tiho submit FR Y-10 Domestic Branth Schedules for each branch with a Data Actlon of Olan1e Close Delete or Add
Thbull FR Y-10 report may be submitted 1n a hardcopy format or 11ia the FR Ymiddot10 OnH11e application middot httpsylOonllnefederalrerve1ov
bull FDtC UNINUM Office Number and ID_RSSO co1unvu ara for reference only Verification of these values is not required
- - 8nch Suvlce Type Branch 10 RSSO ia- terNeme Street Address City
ok FuUServltefHud Officel 19730 STAN OARD BANK ANO TRUST COMPANY 7800 WEST 9STH STREET HICKORY HILLS
ok Full Service 3202168 BOLINGBROOK BRANCH 282 NORTH WEBER ROAD BOLINGBROOK
ok Limited Strvce 4126065 CALUMET CITY 1968 SIBLEY BOULEVARD CALUMET CITY
FullSetvke 3309928 CLARK STREET 8RANOi 3747 NORnt CLARK STREET atlCAGO
ok FullServiett 474339 EWING BRANOf 10635 SOUTH EWING AVENUE CHICAGO
ok Full Servtce 2079925 HEGWISCH BRANCH 13336 SOUTH BALTIMORE AVENUE CHICAGO
ok limited Se-rvke 20817)5 SOUnt DERRING FACILITY 10535 SOVTH TORRENCE AVENUE CHICAGO
Full Service 4099271 THOREK BRANOi 836 WEST IRVING PARK ROAD OUCAGO
ok Full Service 2121280 COAL CITY BRANot 20 SOUTH KANKAKEE COAlCITY
full Service 2809038 EVERGREEN PARK BRANCH 2400 WEST 95TH STREET EVUtGREEN PARK
ok Full Service 3188909 FRANKFORT BRANCH 19997 LA GRANGE ROAD FRANKFORT
Full5etvice 810436 CiARONERBRANCJ1 118 DEPOT STREET GARDNER
ok FultSrvlct 3188897 JOLIET ampRANCJ1 2398 ESSINGTON ROAO JOLIET
Full Service 3439553 LOClCPORT BRANCH 16545 WEST 159TH STREET LOCKPORT
ok Full Service 290931 LYONSlST AVENUE BRANCH 8601 OGDEN AVENUE LYONS
ok Full Service 3671504 MINOOKA BRANCH 515 WESTUS ROUTE 6 MINOOKA
ok LlmltcServfce 2111338 MOAAIS LISBON BRANCH 1433 USBON STREET MORRIS
ok Full Servkt 2809010 MORRIS ROUTE 6 BRANCH 1111 WEST US ROUTpound 6 MORRIS
Ful1 Servlct 2809047 NAPERVILLE BRANCH 1607 NORTH AURORA ROAD NAPERVILLE
ok full 5ervfce 2809056 NEW LENOX BRANCH 456 NELSON ROAD NEW LENOX
Full sMce 2103129 OAK FOREST BRANOf 15901 SOUTH CENTRAL AVENUE OAX FOREST
ok Full SeMct 3490255 OAK LAWN lllTH BRANOf 4700 WEST 111TH STREET OAK LAWN
ok Full Sfrvlce 2096717 OAK LAWN 95TH BRANCH 4001 WEST 95TH STREET OAK LAWN
ok Full Service 2295538 ORLAND PARK BRANCH lSCXJO SOUTH WOLF ROAD ORLAND PARt
State VpCode
IL 60457
IL 60440
IL 60409
IL E06H
IL 00617
IL 0063
IL 00617
IL 60613
IL 60416
IL 60805
IL 6042
IL 60424
IL 60435
IL 60441
IL 60534
I L 60447
IL 60450
IL 60450
IL 60563
IL 60451
IL 60452
IL 60453
IL 60453
IL 60467
County CawN FDICUNINUM Offb Numberbull Haad otfice Head Office 10 RSSD Comments
COOK UNITEO STATES 10748 0 STANOARO BANK ANO TRUST COMPANY 19730
Will UN ITED STATES 419532 34 STANDARD BANK ANO TRUST COMPANY 19730
COOK UNITED STATES 510611 44 STANDARD BANK AND TRUST COMPANY 19730
COOK UNITpound0 STATES 429662 35 STANDARD BANK ANO TRUST COMPANY 19730
COOK UNITED STATES 12089 18 STANDARD BANK AND TRUST COMPANY 73ltgt
COOK UNITED STATES 244100 20 STANDARD BANK ANO TRUST COMPANY 19730
COOK UNITED STATES 244099 19 STANDARD BANK ANO TRUST COMPANY 19730
COOK UNITED STATpoundS 510612 4S STANDARD BANKANDTRUSTCOMPANV 1973ltgt
GRUNDY UNITED STATES 263852 17 STANDARD SANK AND TRUST COMPANY 730
COOK UNITED STATES 13875 4 STAN OARD BANK AND TRUST COMPANY 19730
Will UNITED STATES 357237 15 STAN OARD BANK AND TRUST COMPANY 19730
GRUNDY UNITED STATES 7234 1 STAN DARO BANK ANO TRUST COMPANY 19730
Will UNITED STATES 238ASA 13 STANDARD BANK ANO TRUST COMPANY 19730
Will UNlTEO STATES 450324 38 STAN OARD BANK AND TRUST COMPANY 19730
COOK UNITED STATES 10912 22 STANDARD BANK ANO TRUST COMPANY 19730
GRUNDY UNITED STATES 465426 42 STANDARD BANK AND TRUST COMPANY 1973ltgt
GRUNDY UNITED STATES 266774 16 STANDARD BANK ANO TRUST COMPANY 1730
GRUNDY UNITED STATES 2243S6 10 STANDARD BANK AND TRUST COMPANY 19730
OU PAGE UNITED STATES 238451 6 STANDARD BANK ANO TRUST COMPANY 19730
Will UNITED STATpoundS 238452 11 STAN OARD BANK ANO TRUST COMPANY 19730
COOK UNTED STATES 244101 21 STANDARD BANK AND TRUST COMPANY 19730
COOK UNITED STATES 441863 36 STANDARD BANK AND TRUST COMPANY 19730
COOK UNITED STATES 238447 1 STANDARD BANK AND TRUST COMPANY 19730
COOK UNITED STATES 238450 5 STANDARD BANt AND TRUST COMPANY 19730
ok Fullrvke 2100379 PALOS 11HH BfANOl 11901 SOUTHWEST HIGHWAY PALOSPARIC ll 00464 COOK UNITED STATES 238448 2 STAN DARO BANK AND TRUST COMPANY 19730
ok rulSltVice 2427544 PALOS lllST BRANCH 9700WEST lllST STREET PALOS PARK ll 00464 COOK UNlTEOSTATES 238449 3 STAN DARO BANK AND TRUST COMPANY 19730
ot llmtedSrvke 3490273 NORTH RIVERSIDE BRANCH BJSOWEST CERMAK ROAD RlvtRSlDE ll COOK UNITED STATES 441864 37 STANDARD BANK AND TRUST COMPANY 19730
ot FuLServke 3202171 SHOREWOOD BRANOl 970 BROOK FOREST AVENUE SHOREWOOD It - t UNITED STATES 419531 33 STANDARD BANICANDTRUSTCOMPANY 19730
ok FulSrvlee 3188918 VILLA PARK BfWIOi 1 WESrRoostVrlTROAD VlltAPARIC It 50181 OUPAGE UNITED STATES 238455 14 STANDARDBANKANDTRUSTCOMPANY 19730
ok FulSrvke WllMINGTON BRANCH lOOSSOUTH WATER STREET WILMINGTON It 004 lt UNITED STATES 238453 12 STANDARD BANK AND TRUST COMPANY 19730
ok Fulfrvk 3197031 CHESTERTON BRANCH middot 755 JNDIAN BOUNDARY ROAD OIESTERTON IN PORTER UNITEDSTAlES 275664 32 STANDARD BANK AND TRUST COMPANY 19730
ok ruUrvic 2161D17 EASTCHCAGO BRANCH 4518 lNOANAPOUS BOULEVARD EAST CHICAGO IN 46312 lAKE UNITEDSTAlES 29 STANDARDSANKANDTRUSTCOMPANY 19730
ok Fulrvk 4913n HAMMOND BRANCH 1007 CALUMET AVENUE HAMMOND IN 46324 AKE UNITEDSTAlES 42227 30 STANDARD BANK AND TRUST COMPANY 19730
Fulrvlc 2161D3S HIGHtAND BRANCH 2930 RIDGE ROAD HIGHLAND IN 46322 UNITEOSTAlES 275659 27 STANDARD BANK AND lRUST COMP AN I 19730
ot Futtsrvke 2161044 LOWHl BRANCH 2090 EAST COMMERICALAVENUE LOWELL IN 463Sfgt21r AKE ONITEDSTAlES 275661 28 STANDARD BANK ANDTRUSTCOMPANI 19730
ok Full Srvlce 3439562 MERRlllVlllE BRANCH 579WESTUNCOlN HIGHWAY MERRlllVlllE IN 46410 AKE ONlEO STATES 450325 39 STANDARD BANK AND TRUST COMPANI 19730
ok Full Srvice 453712 SAINT JOHN BRANCH 9321 WICKER AVENUE SAINT JOHN IN 46373middot00 AKE ONtlEDSTATES 42414 26 STANDARD BANK AND rnusr COMPANY 19730
middot
Report ttem 4 Directors and Office (1) Name amp Address
J-Ohn R Barber New York NY
Christopher Doody Ne-vYork NY
1pound1 Pnncipal Occupation [rtmiddotrmiddotwittl BHC
Mariaging Partner eohesiVe ea pita I
Princlpal Storm Point Capital
(3) (bull) TrtiePosition with BHC Diredor
Director
FORM FR Y-9
STANDARD BANCSHARES INC Fiscal YearEnding Decttmber3112014
(3) lb) ltlePosition wffi1 Subsidiaries
NIA
NIA
(3) (c TrtlePosltlon wttn otherbuslne$es
Managtng Partner Cohesive Capital
Principal Stone Point Ciipitit
bull Stone Point ls the manager of the TriOOnt funds which are investment entities that own 25 or morn of the outstanding voting seairities orinlerests in various companles Mr Doody ls an ernployee and officer of Stone Point and is oo deemed to contror S1oria Point or the Trldent Funds He is not a principal securities holder of Stone Point or the Trident Funds The invstmenl committees of the Trident Funds are responsible for voting the shares or such companies and Mr Doody is not a member of the investment committees of the Trident Fonds A sctiedule of such companies in which U1e Trident funds hnve invested is available upon request
John o Gallagher Ortand Park IL
Managing Genera[ Partner OfdlarU Hill Bldg Co
Director Dior-standarU Bank
Managin9 GenerBi Partner Orchard HlllmiddotB1dg Co President Ordiard Hm Building Co Inc
Managing Member Qnhard Hill Construction LLC
Managing Membelt Austin Construction Co bull LLC
Presdenl Bougton Development Co
President ennStructildeg Co lnc
Prestdenl middot Farmingdare Development eomiddot
middotana9in middotRa -middot middot fariTijngdre _Mittwo middot
Pldciit_ _ Fam1r9dale Utilify Co_
Managing Partner Frtz91erald Lad lnvestment Ptshp
(4) a) 1w of Voting Shares in BHC
563
middot1483
14450
(4)(o) (4) (b) Names of othfr companitts 4 of Voting (if 25 ormorl voting Shares in Subs securities a held
NIA
NIA
NIA
NIA
NIA
NIA
NIA
NIA
NIA
NIA
Dryden Cons1rudioo Co Inc 100
NIA
NIA
NIA
Frtzgerald Land Investment Plshp 25
(1) Name amp Mdlt=
John D Gallagher CJriand Pru IL
(2) Principal rbull _ BHC1
(3) (b) TdfePosition wiU1 SubsXfiarics
(J)(c TrtiePttSition wTUi other buslncssts
Trustee-Vote 100 Galla171ormiddot Henr)Tnisl
- Gallagher amp Henry Inc
Prumlaquo GaDaQhef Parloecs LP GB4 Jnc
Managing Partner Gl6mwod DevelopmElnt Co
Managmjl farlnelt Heruy Co Managmo Hermann Umd Investment Ptshp
Managing- Kolarlrugtd I lgthp Preltldeot Kokast -kimes Inc
PreSdenl Coo$trixtioo middotmiddot nc
- -MiAdams 400 Investment Ptshp
Msoagir(Q Partner Meifefl1 id lnpoundiiini _Pthp Managing Partner sr middotGod 1nVeslmoo Pbhp Managiog Partnef
-LampftPtshp TruSt6e
ThOGalfaghmiddotorSliujiini middot Trust
(4) (bull) of Voting Shares in BHC
(4) (b) of Voting Shares In SUbs
Names of other companies frf 25 degmom voting securiDes arn heJd NIA
NIA
NIA
NIA
NIA
NIA
NIA
Hennarm Lnnd Investment Ptshp 25
K6irland lovStrnerrlPiStip 25 NIA
NIA
NIA
Laod lNeStrnloi PlShp 25
df1li3 lfjJrlvtrpnt PWiP 25
Land l hp 25
e(Lao1fl PtShp 25_-xmiddotmiddot middot
standard tWesTrust 25 middot
(1) Name amp Address
Tnnothy J GsJlaghet Burr Ridge IL
(2) Principal Occupation [d other than with BHC)
(J) (a) TrltePosifion wtth BHC
(3)(b) TdiePosffion wittl Subskfcuies
OlaHrnan of the Board
(J) (c) TitlePosition with other businees
PreOOeot Brittany Glen Homeownoc l=gtc Suffield Woods Homeowner Assoc FanntngdaJe Viage Com Assoc fumlogdale Vdlage Com Assoc 2 Misty Meadoyenr Homeowner Assoc 1ltings1on Hills liomeOMler Assoc Gallagheramp Henrys Condos Goodiogs Grove Assoc Ganaghcr amp Heruys Goocfings Grove Umbretia Assoc Farmingdale Vil Cooos of Woodridge Homeowner Assoc Radc5ffe rtMe TOvlfflhomes Assoc
BNC OWnefs Assodatioo
Boughton Woodward Commenial Center LLC su-lgle MembeltUC- GB4 i5 member
Union Poirrte Investors Uc Sing1e MemberlLC- Union PcWe Oevclopmeot Co b member
Uoion POOte Buadlog Venture 1lLC Union 00rt lnvestorn LlC ts member Union Pofrrte Buikfing Venlilre 112 LLC Unton Point nveslor lLC is member
Union Pointe Boikfing Venture 3 LLC Union Poinl lnveslors UC is member
standgtnJ Bank -ALm1 Construction Co LlC
Pminlaquo Frtzyerald Lnnd Investment Pbttp
(lt)(bull) ofVotlng Shares in BHC
11520
(4) (b) ofVotiog Shares in Subs
NIA
Names of other companies (If 25 or l1XgtflJ voting securities aro held
NIA NIA NIA NIA NIA NIA NIA WA NIA NIA NIA
WA
NIA
WA
WA
NIA
NIA
WA
NIA
NIA
NIA
WA
WA
(1) =
Timothy J GJJbghctshyBorr Ridge IL
(2) Principal (if oUJef than wtth BHC)
3 (a) TitlePosition wilh BHC (3) 1c) Trtielosilion with other businesses ampcretuy amp Henry Inc
_ GieoMXgtd Developmeot Co
Partner Hermann Land Investment Pt5hp KOOr land Investment Ptstip
Secret3y Kolcast Homes loo
__ Koamp Construction Co Inc
Secrebgty Ordnrd Hin Buikfing Co Inc
Pa1nelt srrvb land 1ovestrnent Pshp -Smotelt Land Investment Ptshp Trustee- Vote 100 The Gollagher stmdafd
Trust
-- uruoo Pointe Development Co
lt4)(a) ofVotiog Shares in BHC
(4) (b) of Voting Shares In Sobs
tfamos of othcreomnk (lf25 ormoro vo6ng sccuritios arc held
NIA
NIA
NIA
Hennano Land Investment Ptshp 25
Kolar land Investment Pshp 25
NIA
NIA
NIA
Maas Land Investment Ptshp 25
McAdams Iand lnv=tmeni Plshp 25
Medema land lnvestme111 Ptshp 25
NIA
NIA
NIA
Slivka land Investment Plshp 25
SmoterUmd I Ptshp 25
Unkio Pointe Devdopmcot Co 25
(11 (21 Pl (a) 3 (b) 3) c) 4 (a) (4)b) Names of othelt com pan Name amp Adqross princi Occupation TJdcPositiorl TJHePositiorl TrticPosIDon of Voting of Voting [If 25 or mon voting
(if other than with Bl tc) wtth SHC with Subsidiaries with other businesses Shares In BHC Shares in Subs securities are heJd
Timothy J GaUagilet Slaquoretmy GB4 Inc SurRXgeIL GB4 lnc 251
Uoioo Polnte Bonding Venture 3 UC NIA Uoiont PoCnt lnves1ocs LLC is member
Lawraooe P Kelley NIA DirododVJCO Chaifman Oamp-edooVlce Chairman NIA 023lt))1 NIA NIA Pltullt IL PreraquoleoUCEO -0-0
standam Bank
Atampief Ko-arldt NIA DirodOlt Dirodoc NIA 0140 NIA NIA 1-fmsdak ll -
Howrd K Priess JI - deg Dirodoc Solo Pradiltgtoelt 0140 NIA NIA NapeMe IL Standard Bank
Owner White Oak Construction LlC Wh4te Oak Construction LLC 100
Robert A RoslKWt NIA Lead ndepcodeot Director oltedoc NIA D140( NIA NIA QOCago u standanl Bank
Charles E Shomo rv NIA deg Ciredor NIA 013lfI( NIA NIA Bur Ridgo IL standam Bank
Patrick J Hunt NIA _ Executive VPCFO NIA 008 NIA NIA Palos Heights IL EVPCfO standanl Bank
deg Scoltzu NIA Asst VPJAssl Asst VPAsst Secy NIA 00CXgt1 NIA NIA
Everyreen Park IL Sea-- SiandagtO Bank
STANDARD BANCSHARES INC AND SUBSIDIARIES
NOTES TO CONSOLI DATED FINANCIAL STATEMENTS (in thousands except share data)
Note 1 - Summary of Significant Accounting Policies (Continued)
Mortgage Servicing Rights (Continued)
Servicing fee income which is reported on the income statement as secondary mortgage income is recorded for fees earned for servicing loans The fees are based on a contractual percentage of the outstanding principal or a fixed amount per loan and are recorded as income when earned The amortization of mortgage servicing rights is netted against secondary mortgage income Servicing fees totaled $969 $878 and $643 for the years ended December 3 1 2014 2013 and 2012 respectively Late fees and ancillary fees related to loan servicing are not material
Other Real Estate Owned
Real estate properties acquired through or in lieu of loan foreclosures are initially recorded at the fair value less estimated selling cost at the date of foreclosure Any write-downs based on the assets fair value at the date of acquisition are charged to the allowance for credit losses After foreclosure valuations are periodically performed by management and property held for sale is carried at the lower of the new cost basis or fair value less cost to sell Impairment losses on property to be held and used are measured as the amount by which the carrying amount of a property exceeds its fair value Costs of significant property
middotimprovements are capitalized whereas costs relating to holding property are expensed The portion of interest costs relating to development of real estate is capitalized Valuations are periodically performed by management and any subsequent write-downs are recorded as a charge to operations if necessary to reduce the carrying value of a property to the lower of its cost or fair value less cost to sell
Federal Home Loan Bank (FHLB) Stock
The Bank is a member of the FHLB Chicago Members are required to own a certain amount of stock based on the level of borrowings and other factors and may invest additional amounts FHLB stock is carried at cost classified as a restricted security and periodically evaluated for impairment based on ultimate recovery of par value When declared cash and stock dividends are recorded as income
Bank Owned Life Insurance
The Company has purchased life insurance policies on certain key executives and officers Bank owned life insurance is recorded at the amount that can be realized under the insurance contract at the balance sheet date which is the cash surrender value adjusted for other charges or other amounts due that are probable at settlement
Goodwill and Other Intangible Assets
Goodwil l resulting from business combinations prior to January 1 2009 represents the excess of the purchase price over the fair value of the net assets of businesses acquired Goodwill resu lting from business combinations after January 1 2009 is generally determined as the excess of the fair value of the consideration transferred plus the fair value of any non-controlling interests in the acquiree over the fair value of the net assets acquired and liabilities assumed as of the acquisition date Goodwill and intangible assets acquired in a purchase business combination and determined to have an indefinite useful life are not amortized but tested for impairment at least annually or more frequently if events and circumstances exists that indicate that a goodwill impairment test should be performed Goodwill totaling $23 987 was fully written off in 2012 Intangible assets with definite useful lives consist of core deposits acquired and are amortized over their estimated useful life of fifteen years to their estimated residual values
12
STANDARD BANCSHARES INC AND SUBSIDIARIES
NOTES TO CONSOLI DATED FI NANCIAL STATEMENTS (in thousands except share data)
Note 1 - Summary of Significant Accounting Policies (Continued)
Derivatives
ASC Topic 815 requires that every derivative instrument be recorded in the balance sheet as either an asset or liability measured at its fair value The guidance requires that changes in the derivatives fair value be recognized currently in earnings unless specific hedge accounting criteria are met The Company provides customers with interest rate swap transactions and offsets the transactions with interest rate swap transactions with inter-bank dealer counterparties Derivative contracts entered into by the Company are limited to those that are treated as non-designated derivative instruments Changes in the fair value of these derivatives are reported in earnings as non interest income
Mot1gage Banking Activities
Commitments to fund individual mortgage loans (interest rate locks) to be sold into the secondary market are taken out on both a best efforts and mandatory basis Mandatory commitments which are not executed are subject to potential pair off fees which reflect the changes in the market value of these commitments should unfavorable rate changes occur The Bank has had a sufficient best efforts commitment pipeline to satisfy any potential fallout of individual mandatory commitments Any pair off fees incurred are not material
Stock-Based Compensation
Compensation cost is recognized for stock options and awards issued to employees based on the fair value of these awards at the date of grant A B lack-Scholes model is utilized to estimate the fair value of stock options Compensation cost is recognized over the required service period generally defined as the vesting period
Income Taxes
Income taxes are provided for the tax effects of the transactions reported in the financial statements and consist of taxes currently d ue plus deferred taxes related primarily to differences between the basis of the a llowance for credit losses other real estate owned non-accrual interest and State net operating loss carryforwards The deferred tax assets and liabilities represent the future tax return consequences of those differences which will either be taxable or deductible when the assets and liabilities are recovered or settled Deferred tax assets and liabilities are reflected at income tax rates applicable to the period in which the deferred tax assets or liabilities are expected to be realized or settled As changes in tax laws or rates are enacted deferred tax assets and liabilities are adjusted through the provision for income taxes The Company files consolidated income tax returns with its subsidiaries
The Company recognizes a tax position as a benefit only if it is more likely than not that the tax position would be sustained in a tax examination including resolution of related appeals or litigation p rocesses The amount recognized is the largest amount of tax benefit that is greater than 50 likely of being realized on examination For tax positions not meeting the more likely than not test no tax benefit is recorded The Company recognizes interest and penalties related to income tax matters in income tax expense
Comprehensive Income
Comprehensive income consists of net income and other comprehensive income Other comprehensive income includes unrealized gains and losses on securities available for sale which are also recognized as separate components of equity
13
STANDARD BANCSHARES INC AND SUBSI DIARIES
NOTES TO CONSOLI DATED FI NANCIAL STATEMENTS (in thousands except share data)
Note 1 - Summary of Significant Accounting Policies (Continued)
Trust Assets and Fees
Assets held in a fiduciary or agency capacity are not included in the consolidated balance sheets since such items are not assets of the Company_ Income from trust fees is recorded when received This income does not differ materially from trust fees computed on an accrual basis
Cash Flows
The Company considers al l cash and due from banks cash advanced under ATM funding agreements interest-bearing deposits in other banks and federal funds sold to be cash equivalents for the purposes of the statements of cash flows
Reclassification
Certain reclassifications have been made in the prior year financial statements to conform with the current year presentation with no effect on net income or shareholders equity
New Accounting Pronouncements
In January of 2014 the Financial Accounting Standards Board (FASB) issued guidance to clarify when an in substance repossession or foreclosure occurs and an entity is considered to have received physical possession of the residential real estate property such that a loan receivable should be derecognized and the real estate property recognized Additionally the guidance requires interim and annual disclosure of the amount of foreclosed residential real estate property held by the entity and the recorded investment in consumer mortgage loans collateralized by residential real estate property that are in the process of foreclosure according to local requirements of the applicable jurisdiction The guidance is effective for annual and interim periods beginning after December 15 2014 and can be applied retrospectively or prospectively Management does n ot expect the adoption of this guidance will materially impact the Companys financial condition resu lts of operations or liquidrty_
In January 2014 the FASB amended existing guidance to eliminate the effective yield election and to 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 Disclosures for a change in accounting principle are required upon transition The amendment is effective for annual and interim periods beginning after December 15 2014 Adoption of this standard is not expected to have a material effect on the Companys financial condition or results of operations
Subsequent Events
Management reviewed subsequent events for recognition and disclosure through March 13 2015 which is the date the financial statements were available to be issued_
14
STANDARD BANCSHARES INC AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (in thousands except share data)
Note 2 - Cash and Cash Equivalents
The Companys banking subsidiary is required by the Federal Reserve Bank to maintain certain average cash reserve balances The required reserve balance at December 31 2014 and 2013 was $1 7889 and $ 1 7 395 respectively
The nature of the Companys business requires that it maintain amounts due from banks federal funds sold and interest-bearing deposits in other banks which at times may exceed federally insured limits Management monitors these correspondent relationships and the Company has not experienced any losses in such accounts
Note 3 - Investment Securities
Carrying amounts and fair values of investment securities were as follows
December 3 1 2014 December 31 2013 Gross Gross Gross Gross
Amortized Unrealized Unrealized Fair Amortized Unrealized Unrealized Fair Cost Gains Losses Value Cost Gains Losses Value
Held-to-maturity
Mortgage-backed $ 266 $ 18 $ $ 284 $ 378 s 25 $ - $ 403 securlties - residential
States and political subdivisions 2230 2230
Trust preferred security 1 392 (342) 1 050 1384 372) 1012
Total held-to-maturity 3888 18 (342) 3564 1762 25 (372) 1 415
Available-for-sale US g overnment-sponsored 1 46410 72 (1 75) 1 46307 1 24245 186 124431
entities and agencies
Mortgage-backed securities - residential 3436 232 3668 1 1287 916 12203
Equity securtties 4235 184 441 9 2235 735 (16) 2954
Total available-for-sale 154081 488 (175) 154394 137767 1837 (16) 139588
Total investment securities $157969 $506 $(517) S157958 $1 39529 $1862 $ (388) $141 003
15
STANDARD BANCSHARES INC AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (in thousands except share data)
Note 3 - Investment Securities (Continued)
The amortized cost and fair value of debt securities at December 31 2014 by contractual maturity are shown below Maturities may differ from contractual maturttie in mortgage-backed securities -residential because the mortgages underlying the securities may be called or repaid without any penalties Equity securities have no maturity therefore these securities are not included in the maturity categories in the following summary
Amounts maturing in
One year or less After one year through five years After five years through ten years Over ten years Mortgage-backed securities - residential Equity securities
Total
Securities Held-to-maturity
Amortized Fair Cost Value
$2155 $2155 75 75
1392 1050 266 284
3 888 3 564
Securities Avaiiable-for-sale
Amortized Fair Cost Value
$ 33447 $ 33486 112963 112821
3436 3668 4 235 4 419
154 081 154 394
Equity securities include $4027 of Community Reinvestment Act (CRA) eligible mutual funds and $392 in Fannie Mae and Freddie Mac preferred stock
The proceeds from sales of securities available-for-sale and the associated gains and losses are listed below for the year ended 2014
Proceeds
Gross gains Gross losses
There were no sales of securities in 2013 or 2012
$6375
611
Investment securities with a carrying value of $115645 and $135656 at December 31 2014 and 2013 respectively were pledged to secure public deposits short-term borrowings and for other purposes required or permitted by law
Information pertaining to securities with gross unrealized losses at December 31 2014 and 2013 aggregated by investment category and length of time that individual securities have been in a continuous loss position follows
16
STANDARD BANCSHARES INC AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (in thousands except share data)
Note 3 - Investment Securities (Continued)
Less Than 1 2 Months
December 31 201 4
Held-to-maturity Trust preferred security
Available-for-sale US government-sponsored
entities and agencies
Fair Value
$
$76908
Gross Unrealized
Losses
$
$(1 75)
1 2 Months or Greater
Fair Value
$ 1 050
$
Gross Unrealized
Losses Fair Value
$(342) $ 1 050
$ $76908
Total Gross
Unrealized Losses
$ (342)
$ (1 75)
Less Than 1 2 Months 1 2 Months or Greater Total Gross Gross Grnss
Fair Unrealized Unrealized Unrealized December 31 2013 Value Losses Fair Value Losses Fair Value Losses
Held-to-maturity Trust preferred security $ $ $ 1 012 $(372) $ 1 0 1 2 $ (372)
Available-for-sale Equity securities $1 984 $ (1 6) $ $ $ 1 984 $ (1 6)
Management evaluates securities for other-than-temporary impairment at least on a quarterly basis and more frequently when economic or market concerns warrant such evaluation Consideration is given to (1) the length of time and the extent to which the fair value has been less than cost (2) the financial condition and near-term prospects of the issuer and (3) the intent and ability of the Company to retain its investment in the issuer for a period of time sufficient to allow for any anticipated recovery in fair value
The Company had seventeen securities in a loss position at December 31 2014 One security is a trust preferred security with an amortized cost of $1 392 and an unrealized loss of $342 The other sixteen securities are government sponsored entity and agency securities with an amortized cost of $77083 and an unrealized loss of $175
The unrealized loss on the trust preferred security and government-sponsored entities and agencies were related to changes in interest rates and illiquidity in the financial services industry Management has evaluated the prospects of the issuer in relation to the severity and duration of the impairment Based on that evaluation and managements ability and intent to hold those investments for a reasonable period of time sufficient for a forecasted recovery of fair value management does not consider those investments to be other-than-temporarily impaired at December 31 201 4
17
STANDARD BANCSHARES INC AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (in thousands except share data)
Note 4 - Loans
Major Classifications of loans are as follows
Construction and land development Commercial Commercial real estate non-owner occupied Commercial real estate owner occupied Residential real estate Consumer
Total
Origination fees - net of costs Allowance for credit losses
Loans net
201 4 $ 110343
449341 427043 569269 1 18612
97066
1 771 674
( 1 023) (26320)
$1744331
2013 $ 140294
324898 4 1 9775 550900 1 1 7 343 1 08664
166 1 874
(984) (40895)
$161 9995
Construction loans are generally based upon estimates of the cost and value associated with the construction of the property Construction loans often involve the disbursement of substantial funds with repayment primarily dependent upon the success of the completed project Sources of repayment for these types of loans may be permanent loans from long-term lenders or sales of developed property Generally these loans have a higher risk profile than other real estate loans due to their repayment being sensitive to real estate values interest rate changes governmental regulations of real property demand and supply of similar projects the availability of long term financing and changes in general economic condition
Commercial loans are primarily lines of credit and equipment loans that are secured by accounts receivable inventory fixed assets and sometimes with real estate These loans are repaid through the operating cash flow of the company The increase in commercial loans was due to generally improved business activity resulting from the stabilizing economy and our focus on generating growth in this category of lending in order to better diversify our commercial portfolio Commercial loans are underwritten after evaluating and understanding the borrowers ability to operate its business
Underwriting standards are designed to ensure repayment of loans and mitigate loss exposure As part of the underwriting process the Company examines current cash flows to determine the ability of the borrower to repay its obligations as agreed Commercial loans are primarily made based on the identified cash f lows of the borrowers and secondarily on the underlying collateral provided by the borrower
Commercial real estrite locins consisted primarily of loans to business owners and developersinvestors in owner and non-owner occupied commercial properties The Company classifies the properties into owner-occupied which represents loans where more than 50 of the rental income is from the owner of the property or a related company and non-owner occupied represents loans where less than 50 of the rental income is from the owner of the property Non-owner occupied can include 5-unit or more apartment buildings retail office buildings hotels warehouse and industrial properties Repayment will come from the rental income paid by the tenants or owner Commercial real estate loans are subject to underwriting standards and processes similar to commercial loans in addition to those standards and processes specific to real estate Commercial real estate lending typically involves higher loan principal amounts and the repayment of the loans is largely dependent upon the successful operation of the property securing the loan or the business conducted on the property securing the loan Commercial real estate loans may be more adversely affected by conditions in the real estate market or in the general economy The properties securing the Companys commercial real estate portfolio are diverse in terms
1 8
STANDARD BANCSHARES INC AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (in thousands except share data)
Note 4 - Loans (Continued)
of type and geographic location within our market area Management monitors and evaluates real estate loans based on cash flow collateral location and risk grade criteria
The residential real estate portfolio consists of 1-4 family first lien loans secured by the borrowers home and are generally within our market area Any loans outside our market area are to customers with homes or businesses in our market areas
The consumer loans consist of loans to individuals for consumer purposes home equity loans home equity lines of credit and second mortgages Consumer loans are centrally underwritten utilizing various loan policy guidelines that take into consideration the borrowers ability to repay and the collateral offered
At December 31 2014 and 2013 certain officers directors and companies in which they have beneficial ownership were indebted to the Bank in the aggregate amount of $32267 and $36457 respectively During 2014 no new loans were made to such related parties and net repayments on existing loans amounted to $4 1 90 During 2013 new loans made to such related parties amounted to $389 and net repayments on existing loans amounted to $2082
19
STANDARD BANCSHARES INC AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (in thousands except share data)
Note 4 - Loans (Continued)
All owance fo r Credit L osses
Following is a summary of the activity in the allowance for credit losses
Commercial Commercial Real Estate Real Estate Non-owner Owner Residential
December 31 2014 Construction Commercial Occu12ied Occu12ied Real Estate Consumer Total
Allowance for loan losses
Beginning balance $ 16575 $ 2072 $ 3390 $ 1 2255 $ 3545 $ 3057 $ 40895
Provision for credit losses (1 945) 1981 5370 (3859) 193 1 228 2967
Loans charged-off (1 1 039) ( 1 717) (4247) (2632) (475) (994) (211 04)
Recoveries 2 833 _llsect 200 __sectQ __fil1_ 3 562
Total ending allowance balance $_JJA23 L2A28 $_A79j_ $ 5 955 $ 3 323 $ 26 320
Commercial Commercial Real Estate Real Estate Non-owner Owner Residential
December 31 2013 Construction Commercial Occu12ied 0CCUQied Real Estate Consumer Total
Allowance for loan losses
Beginning balance $17755 $ 4168 $ 1 3052 $ 18109 $ 3317 $ 2805 $ 59206
Provision for credit losses 6401 (724) (839) 2310 742 861 8751
Loans charged-off (7635) (1472) (1 0720) (8237) (515) (659) (29238)
Recoveries _M __jQQ ---1sectfil 74 __ 1 -2Q --2J1sect Total ending allowance balance $16 57S $2J)72 $ 3 390 $ 12 256 L351s UD57 $ 40 895
Commercial Commercial Real Estate Real Estate Non-owner Owner Residential
December 31 2012 Construction Commercial Occu12ied 0CCUQied Real Estate Consumer Total
Allowance for loan losses
Beginning balance $13016 $ 3214 $ 5275 $ 11620 $ 1975 $ 1860 $ 36960
Provision for credit losses 791 6 4614 8620 6815 3149 2270 33384
Loans charged-off (6354) (3937) (917) (401) (1841) (1362) (14812)
Recoveries ---11lZ _____fl_ 74 75 ___M ___E 3 674
Total ending allowance balance $1L155 $A1fill iil3 052 gt rn ms $ 3 3JZ $ 2 605 $ 59 206
20
STANDARD BANCSHARES INC AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (in thousands except share data)
Note 4 - Loans (Continued)
The following tables present the balance of the allowance for loan losses and the recorded investment in loans by portfolio segment and based on impairment method
December 31 201 4
Allowance for Joan losses
Ending balance individually evaluated for impainnent
Ending balance collectively evaluated for impainnent
Total ending allowance
Loans Ending balance individually evaluated
for impainnent Ending balance collectively evaluated
for impainnent
Total ending loan balances
Oecember 31 2013
Allowance for loan losses
Ending balance individually evaluated for impainnent
Ending balance collectively evaluated for impainnent
Total ending allowance
Loans Ending balance individually evaluated
for impainnent Ending balance collectively evaluated
for impainnent
Total ending Joan balances
Construction
s 5136
1 287
_$ 6 423
$ 20252
90 091
$jj0 343
Construction
$ 14662
1 913
_$ J6 szs
$ 35249
1 05 045
S140 29plusmn
Commercial
$ 601
1 827
_$ 2 428
$ 871
448470
$449 34j
Commercial
$ 461
1 6 1 1
$ 2 OZ2
$ 2294
322604
$32plusmn 888
2 1
Commercial Real Estate Non-owner Occupied
$ 1 373
3 41 8
$ 4Z9J
$ 1 5345
411 698
$427 043
Commercial Real Estate Non-owner Occupied
$ 1 865
1 525
$ 3 390
$ 1 5176
404 599
$4J9 ZZ5
Commercial Real Estate
Owner Occupied
$ 5 1 6
5 449
_$ 5 965
$ 6706
562563
$569 269
Commercial Real Estate
Owner Occupied
$ 3331
8 925
$ j2 256
$ 1 7201
533699
$550 900
Residential Real Estate
$ 1 665
1 658
$ 3 323
$ 5795
1 1 2817
$118 612
Residential Real Estate
$ 1 496
2 049
$ 3 545
$ 3799
1 1 3 544
S1H 343
Consumer Total
s 2 160 s 1 1 451
1 230 14 869
_$ 3 GO $ 76320
s 4377 $ 53346
92689 1 71 8328
_$ 97 066 $j Vj 674
Consumer Total
s 1 334 $ 23149
1 723 17 746
$ 3 057 $ 40 895
$ 3592 $ 77311
1 0 5072 1 584 563
S10B 664 S1 661 8Z4
STANDARD BANCSHARES INC AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (in thousands except share data)
Note 4 - Loans (Continued)
The following tables present loans individually evaluated for impairment by class of loans
Unpaid Allowance for Average Principal Recorded Loan Losses Recorded
December 31 2014 Balance Investment Allocated Investment
Wrth no related allowance recorded Construction $1 4349 $ 2200 $ $ 2824
Commercial 1 866 266 623
Commercial real estate non-owner occupied 12128 1 0392 1 1 282
Commercial real estate owner occupied 1 0541 3771 3617
Residential real estate 999 999 1 1 58
Consumer 2 557 ____1MQ --- -----1m Subtotal $42440 $1 91 87 _$ __
- $20780
With an allowance recorded
Construction $24344 $1 8052 $5 136 $27023
Commercial 605 605 601 1 498
Commercial real estate non-owner occupied 7149 4953 1 373 4132
Commercial real estate owner occupied 3163 2935 5 1 6 8607
Residential real estate 4796 4796 1 665 3736
Consumer _____bill_ _____bill_ ____lJ_sectQ 2 997
Subtotal $42875 $34159 $1 1 451 $47993
Construction $38693 $20252 $5136 $29847
Commercial 2471 871 601 2121
Commercial real estate non-owner occupied 1 9277 1 5345 1 373 1 5414
Commercial real estate owner occupied 1 3704 6706 5 1 6 1 2224
Residential real estate 5795 5795 1 665 4894
Consumer 5 375 4 377 ____lJ_sectQ 4 273
Total $1U51 S6JUL1
22
Interest Income
Recognized
$ 460
69
361 2 1 9
5 1
___g $ 11 92
$ 325 1 1
72
1 1 5
1 20
$ 676
$ 785
80
433
334
1 71
-----2i $1 868
STANDARD BANCSHARES INC AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (in thousands except share data)
Note 4 - Loans (Continued)
Unpaid Allowance for Average Interest
Principal Recorded Loan Losses Recorded Income December 31 201 3 Balance Investment Allocated Investment Recognized
With no related allowance recorded Construction $ 3440 $ 2790 $ $ 6783 $ 1 5
Commercial 1 761 1 761 1 828 76
Commercial real estate non-owner occupied 9051 9051 1 0068 410
Commercial real estate owner occupied 3664 341 3 1 368 84
Residential real estate 1 284 1 284 1 254 26
Consumer 1 477 ------1Jn --- ____1dQsect_ ___2Q Subtotal $20677 $1 9426 L____ $22809 LJill
With an allowance recorded
Construction $41 71 0 $32459 $1 4662 $32 188 $ 671
Commercial 533 533 461 499 6
Commercial real estate non-owner occupied 6125 6125 1 865 1 1 128 45
Commercial real estate owner occupied 20172 1 3788 3331 1451 6 318
Residential real estate 25 1 5 251 5 1 496 2170 1 01
Consumer 2 465 2 465 Subtotal $73520 $57885 $23149 $62354 llill
Construction $45150 $35249 $14662 $38971 $ 686 Commercial 2294 2294 461 2327 82
Commercial real estate non-owner occupied 1 5176 1 5176 1 865 21 1 96 455
Commercial real estate owner occupied 23836 17201 3331 15884 402
Residential real estate 3799 3799 1 496 3424 1 27
Consumer 3 942 3592 3 361 ___sectpound Total $M1_9Z $77 311 $23 149 $ll_5_1fill $1 814
23
STANDARD BANCSHARES INC AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (in thousands except share data)
Note 4 - Loans (Continued)
Unpaid Allowance for Average Interest
Principal Recorded Loan Losses Recorded Income December 31 2012 Balance I nvestment Allocated I nvestment Recognized
With no related allowance recorded Construction $ 2712 $ 1 819 $ $ 3600 $ 346
Commercial 1 763 1 410 1 931 7
Commercial real estate non-owner occupied 1 448 1 448 2451 1 5
Commercial real estate owner occupied 2238 2238 9805 60
Residential real estate
Consumer ---1Jlllli - ---1Jm --- ---
Subtotal $1 0056 $ 741 3 L___ $1 9690
With an allowance recorded Construction $43737 $ 39645 $12359 $45048 $ 455
Commercial 270 270 271 276
Commercial real estate non-owner occupied 27925 27489 1 1 777 20670 709
Commercial real estate owner occupied 4584 4584 1 782 4252 88
Residential real estate 3824 1 622 802 3842 88
Consumer 2885 ____LlQsect ______lQg Subtotal $83225 $ 7481 6 $27300 $76986 $ 1 373
Construction $46449 $41 464 $1 2359 $48648 $ 801 Commercial 2033 1 680 271 2207 7
Commercial real estate non-owner occupied 29373 28937 1 1 777 23121 724
Commercial real estate owner occupied 6822 6822 1 782 14057 148
Residential real estate 3824 1 622 802 3842 88
Consumer 4 780 1 704 ______lQg _isectQ1 ___TI Total Sfil281 $R222_9_
Interest income recognized includes interest accrued and collected on the outstanding balances of accruing impaired loans as well as interest cash collections on non-accruing loans and impaired loans for which the ultimate collectability of principal is not certain
24
STANDARD BANCSHARES INC AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (in thousands except share data)
Note 4 - Loans (Continued)
The following is an analysis of the age of the recorded investment in past due and nonaccrual Joans
December 31 2014
Construction
Commercial Commercial real estate
non-owner occupied Commercial real estate
owner occupied Residential real estate
Consumer
Total
December 31 201 3
Construction
Commercial Commercial real estate
non-owner occupied Commercial real estate
owner occupied
Residential real estate
Consumer
Total
Credit Qu ality Indicators
30-59 days
$ 398
714
122 726
1 457
30-59 days
$
1 89
41
61
907
_____sectQl_ $2 061
90 days or more past
due and 60-89 days accruing
$ 72 $
1 53
290 533
1 1 5 944 1 5
_filsect ___fil_ S2115 $_Z1fi
90 days or more past due and
60-89 days occruing
$ 672 $
66
770
395 1 9
886 248
-11sect _____sect $2 907 $_3j_Q
Total Past Current Non-accrual Due Loans Total
$20252 $20722 $ 89621 $ 1 1 0343
871 1 738 447603 449341
7291 81 1 4 41 8929 427043
26 1 2 2849 566420 569269 6424 8109 1 1 0503 1 1 861 2
4 039 6235 90 831 97 066
$41 489_ $1 723 907 $1 V1 674
Total Past Current Non-accrual Due Loans Total
$1 7361 $18033 $ 1 22261 $ 1 40294
479 734 324164 324898
6230 7041 412734 41 9775
131 08 13583 537317 550900
551 8 7559 1 09784 1 1 7343
4 1 76 5200 1 03 464 1 08 664
$52 150 $1 609 724 $1 661 874
The Company categorized its non-homogenous Joans into risk categories based on relevant information about the ability of borrowers to service the debt such as among other factor$ current financial information historical payment experience credit documentation public information and current economic trends The Company analyzes loans individually by classifying the Joan as to credit risk This analysis is done annually on a Joan by loan basis The Company uses the following definitions for classified risk ratings
Pass Loans classified as Pass are considered to be performing Joans that have adequate cash flow andor collateral based upon our underwriting process
Special Mention Loans classified as special mention have a potential weakness that deserves managements close attention If left uncorrected these potential weaknesses may result in deterioration of the repayment prospects for the Joan or of the institutions credit position at some future date
25
STANDARD BANCSHARES INC AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (in thousands except share data)
Note 4 - Loans (Continued)
Substandard Loans designated as substandard are inadeq uately protected by the current net worth and paying capacity of the obligor or the collateral pledged if any Loans have a wellshydefined weakness or weaknesses that jeopardize the liquidation of the debt They are characterized by the distinct possibility that the Bank will sustain some loss if the deficiencies are not corrected
Performing Not Rated Loans classified as Performing Not Rated are considered to be performing loans at the time of u nderwriting but historically ones in which we do not obtain updated financial information after the loans are originated These are generally consumer loans first mortgage home loans and home equity loans
Loans not meeting the criteria above are analyzed individually as part of the above described process and are considered to be unclassified loans Based on the most recent analysis perfornied the loan risk classifications are as follows
Special Performing December 31 2014 Pass Mention Substandard Not Rated Total
Construction $ 80127 $ 7719 $ 21249 $ 1 248 $ 1 1 0343
Commercial 442867 4915 1 559 449341
Commercial real estate non-owner occupied 399762 1 8880 8401 427043
Commercial real estate owner occupied 531 31 5 27295 1 0659 569269
Residential real estate 29747 1 1 9 8250 80496 1 1 8612
Consumer 8 91 0 312 5 939 81 905 97 066
Total $1 192 728 $ 59240 $ 56 057 SJ63 649 S1 ZZJ 6H
Special Performing December31 2013 Pass Mention S ubstandard Not Rated Total
Construction $ 90330 $ 9396 $ 37394 $ 3174 $ 1 40294
Commercial 309074 1 0445 4489 890 324898
Commercial real estate non-owner occupied 400738 10570 8467 419775
Commercial real estate owner occupied 502095 1 0840 37965 550900
Residential real estate 3567pound 1 09 7881 73677 1 17 343
Consumer 9 099 -----1fill 7 828 89 826 1 08664
Total SJ 47 OJ2 M32Z1 $104 021 S167 567 $1 661 871
The Bank considers the performance of the loan portfolio and its impact on the allowance for loan losses For residential and consumer loan classes the Bank evaluates credit q uality based on the payment and aging status of the loan Payment status is reviewed on a q uarterly basis with respect to determining adequacy of the allowance for Joan losses
26
STAN DARD BANCSHARES INC AND SUBSI DIARIES
NOTES TO CONSOLI DATED FI NANCIAL STATEMENTS (in thousands except share data)
Note 4 - Loans (Continued)
Tro ubled Debt Restructurings (TOR)
Loans classified as TD Rs totaled $1 8541 as of December 31 201 4 of which $1 5665 were performing and $2876 were on non-accrual loans classified as TDRs totaled $1 8095 as of December 31 201 3 of which $1 6596 were performing and $1 499 were on non-accrual
The Bank has allocated $1 797 and $ 1 3 1 4 in specific reserves to customers whose loan terms have been modified in troubled debt restructurings as of December 31 201 4 and 201 3 The Bank has committed to lend additional amounts of $45 and $26 as of December 31 201 4 and 201 3 to customers with outstanding loans that are considered to be troubled debt restructurings These loans involved the restructuring of terms to allow customers to mitigate the risk of foreclosure or default by meeting a lower loan payment requirement based upon their current cash flow These may also include loans that renewed at existing contractual rates but below market rates for comparable credit For commercial loans these m odifications typically include a lowering of the interest rate on the loan In some cases the modification will include separating the note into two notes with the first note structured to be supported by current cash flows and collateral and the second note made for the remaining unsecured debt The second note is charged off immediately and collected only after the first note is paid in full This modification type is commonly referred to as an A-B note structure For consumer mortgage loans the restructuring typically includes a lowering of the interest rate to provide payment and cash flow relief For each restructuring a comprehensive credit underwriting analysis of the borrowers financial condition and prospects of repayment under the revised terms is performed to assess whether the structure can be successful and that cash flows will be sufficient to support the restructured debt Anmiddot analysis is also performed to determine whether U1e restructured loan should be on accrual status Generally if the loan is on accrual at the time of restructure it will remain on accrual after the restructuring In some cases a nonaccrual loan may be placed on accrual at restructuring if the loans actual payment h istory demonstrates it would have cash flowed under the restructured terms After six consecutive payments under the restructured terms a nonaccrual restructured loan is reviewed for possible upgrade to accruing status
As with other impaired loans an al lowance for loan loss is estimated for each TOR based on the most likely source of repayment for each loan For impaired loans secured by real estate that are collateral dependent the allowance is computed based on the fair value of the underlying collateral For impaired loans where repayment is expected from cash flows from business operations the allowance is computed based on a discounted cash flow computation
27
STANDARD BANCSHARES INC AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (in thousands except share data)
Note 4 - Loans (Continued)
Troub led Debt Restructurings (TOR) (Continued)
The following table presents loans by c lass modified as troubled debt restructurings that occurred during the years ended December 31 2014 and 2013
Pre- Post-modification modification
Number outstanding outstanding 2014 of loans recorded recorded
investment investment Construction 1 $ 706 $ 813 Commercial real estate owner occupied 2 483 564 Residential real estate 3 1206 1 206 Consumer 5 563 563
Total 11 $2958 $3146
2013 Commercial real estate non-owner occupied 3 $14371 $ 8 670 Commercial real estate owner occupied 3 3505 3581 Commercial 2 1758 1804 Residential real estate 1 403 403
Total 9 $20037 $1 4458
The troubled debt restructurings modified in 2014 and 2013 described above increased the allowance for credft losses by $784 and $317 and did not result in any post-modification charge offs during the years ended December 31 2014 and 2013 respectively
28
STAN DARD BANCSHARES I NC AND SUBSIDIARI ES
NOTES TO CONSOLI DATED FI NANCIAL STATEMENTS (in thousands except share data)
Note 4 - Loans (Continued)
Tro uble d Debt R estructurings TOR ) (Continued)
The following table presents troubled debt restructurings by class and type of modification that occurred during the years ended December 31 2014 and 2013
AB Note Rate Restructure Reduction
2014 Construction $ $ -
Commercial real estate owner occupied 48
Residential Real Estate Consumer 218
Total $ $266
AIB Note Rate Restructure Reduction
2013 Commercial real estate non-
owner occupied $13901 $ 470 Commercial real estate
owner occupied 3073 Commercial 1758 Residential Real Estate 403
Total $13901 $5704
29
Rate Reduction
To Pay amp Advance Taxes of Funds
$ $ 706
435
$435 $ 706
Rate Reduction
To Pay amp Advance Taxes of Funds
$ $
432
$432 $
I nterest Only
Period
$
1206 345
$1551
I nterest Only
Period
$
$
Total
$706
483 1206
563 $2958
Total
$14371
3505 1758
403 $20037
STANDARD BANCSHARES I NC AND SUBSI DIARIES
NOTES TO CONSOLI DATED FINANCIAL STATEMENTS (in thousands except share data)
Note 4 - Loans (Continued)
Troubled Deb t Restru cturings (TOR) (Continued)
The following table presents loans by class modified as troubled debt restructurings for which there was a payment default within twelve months fol lowing the modification during the year ended December 3 1 2014 There were no payment defaults within twelve months following the modification during the year ended December 31 201 3
2014 Commercial
N umber of loans
1
Recorded Investment
$1 600
The troubled debt restructurings that subsequently defaulted in 2014 described above increased the allowance for credit losses by $233 during the year ended December 31 2014 In 2013 there were no troubled debt restructurings for which there was a payment default within twelve months following the modification The troubled debt restructurings resulted in $1600 of charge offs during the year ended December 31 201 4 The troubled debt restructurings did not result in any charge offs during the year ended 2013
Note 5 - Mortgage Servicing Rights
Following is a summary of the activity for mortgage servicing rights
Beginning balance Costs capitalized Accumulated amortization
Ending balance
2014 $ 2726
544 (835)
$ 2 435
2013 $ 2169
1 339 (782)
$ 2 726
2012 $ 1525
1434 (790)
$ 2 169
The aggregate fair value of mortgage servicing rights is based on fundamental analysis and the present value of expected future cash inflows In estimating fair value assumptions have been made regarding prepayment default and interest rates Mortgage servicing rights do not trade in an active market with readily observable prices The Company uses an independent third party to determine the fair value of mortgage servicing rights by estimating the fair value of the future cash flows associated with the mortgage loans being serviced Key economic assumptions used in measuring the fair value of mortgage servicing rights include but are not limited to prepayment speeds discount rates delinquencies and costs to service
A fair market estimate was completed by an independent third party in November 201 4 to determine the amount at which the asset could be exchanged in a current transaction between willing parties other than in a forced liquidation or sale Fair value was estimated based in part on the discounted future cash flows estimated to be received The evaluation used a discount rate for each pool of loan servicing rights which is intended to represent the estimated market yield and estimated cash flow for each pool of servicing rights by utilizing an assumed prepayment speed based on the characteristics of each pool No assurance can be given that the actual prepayments will conform to the prepayment speeds assumed The calculated fair value was compared to market values where possible to ascertain the reasonableness of the valuation in relation to the current market expectations
Mortgage servicing rights outstanding Estimated fair value as a percentage of loans serviced Principal value of loans serviced Estimated fair value of servicing rights outstanding
30
201 4 $ 2435
083 $394217 $ 3272
201 3 $ 2726
083 $382221 $ 3 1 72
STANDARD BANCSHARES INC AND SUBSIDIARIES
NOTES TO CONSOLI DATED FINANCIAL STATEMENTS (in thousands except share data)
Note 6 - Premises and Equipment
Major classifications of these assets are summarized as follows
Land Bank premises Furniture and equipment
Accumulated depreciation Premises and equipment - net
2014 $ 21 699
58 179 31 388
1 1 1 266 (50352)
$ 609 14
201 3 $ 2361 0
69 1 33 44467
1 3721 0 (71 428)
$ 65782
Depreciation expense amounted to $3479 $3668 and $3949 in 2014 201 3 and 2012 respectively_
The Company sold land buildings and vehicles for total proceeds of $1 824 $2 and $1 8 resulting in gross gains on sales of $49 1 $1 and $ 1 8 in the years ending December 3 1 2014 201 3 and 201 2 respectively
In December 2014 the Company signed a definitive agreement to enter into a sale-leaseback of land and buildings for two of its locations The Company designated $ 1 462 of premises as held for sale No write-down was taken at the time of transfer as the assets were anticipated to be sold at a gain In February 2015 the Company closed on a transaction a portion of the gain on sale was recognized in non-interest income The remaining gain was deferred and will be amortized into non-interest income over the lease term
Note 7 - Other Real Estate Owned
Activity in other real estate owned is summarized as followsmiddot
Beginning balance Acquired through or in lieu of foreclosure Proceeds from sales Gain (loss) on sales Write down on other real estate owned
Ending Balance
2014 $ 1 2 930
6 035 (2004)
426 ( 1 1 54)
$1 6233
2013 $1 6896
3 912 (51 35)
170 (2913)
$1 2930
201 2 $ 1 1 496
1 2 1 08 (4096)
(1 36) (2476)
$ 1 6 896
Operating expenses associated with other real estate owned net of write-downs on other real estate owned were $498 $1 96 and $976 in 2014 201 3 and 201 2 respectively
Note 8 - Intangibles
Core deposits Accumulated amortization Core deposits net
2014 2013
$ 8946 (7798)
$ 1 148
$ 8946 (7 1 05)
$ 1 841
Amortization expense amounted to $693 $789 and $885 in 2014 2013 and 20 12 respectively Core deposit intangibles are amortized over an estimated life of fifteen years
middot----- l n-201-2-the-Gompany-reGorded-a-ful l-write-down-of-$239g7-of-goodwill-as-it-was-determined-t0-be--shy
impaired_
3 1
STAN DARD BANCSHARES INC AND SUBSI DIARIES
NOTES TO CONSOLI DATED FI NANCIAL STATEMENTS (in thousands except share data)
Note 9 - Bank Owned Life Insurance
The Bank acquired life insurance policies through prior bank acquisitions and by direct purchase At December 3 1 2014 and 2013 the cash surrender value of these policies was $48470 and $47033 respectively No additional l ife insurance was purchased during 2014 or 2013
Note 10 - Deposits
Deposits at December 3 1 2014 and 2013 by major category are as follows
Demand deposits Non-interest-bearing Interest-bearing
Total demand deposits Savings deposits Time deposits Brokered deposits
Total deposits
2014
$ 612646 492 799
1 1 05445 374142 405857 1 08 1 28
$1 993 572
201 3
$ 536325 525 145
1 061 470 36341 8 427815
66 402
$1 91 9 1 05
The aggregate amount of deposits reclassified as loans (overdrafts) amounted to $2548 and $2781 at December 3 1 2014 and 201 3 respectively
Time deposits that met or exceed the FDIC insurance limit of $250 at year-end 201 4 and 2013 were $1 1 0 1 77 and $92681 respectively
At December 3 1 2014 scheduled maturities of certificates of deposit including brokered deposits are as follows
201 5 2016 2017 201 8 201 9 2020 and thereafter
$408455 65585 1 9838
9830 1 0277
$513 985
Deposits from related parties totaled $33614 and $32595 at December 31 2014 and 201 3 respectively
32
STANDARD BANCSHARES INC AND SU BSI DIARIES
NOTES TO CONSOLI DATED FINANCIAL STATEMENTS (in thousands except share data)
Note 1 1 - Advances from Federal Home Loan Bank
There were no outstanding advances with the Federal Home Loan Bank at December 3 1 201 3 The indebtedness to the Federal Home Loan Bank at December 3 1 2014 was $1 5000 consisting of the following fixed rate advances
Due Date
June 27 201 6 June 27 201 6
Total advances
I nterest Rate
057 057
2014
$1 3000 2 000
$1 5 000
Al l advances and letters of credit from the Federal Home Loan Bank (FHLB) were secured by a g eneral lien on qualifying commercial real estate residential mortgages and home equity loans of the Bank Each advance is payable at its maturity date with a prepayment penalty for fixed rate advances Letters of credit outstanding from the FHLB totaled $3872 and $41 946 at year-end 2014 and 201 3 respectively The advances and letters of credit were collateralized by $679990 of commercial real estate and mortgage loans in 2014 and $203845 of mortgage loans under a blanket lien arrangement at year-end 2013 Based on this collateral and the Companys holdings of FHLB stock the Company was eligible to borrow up to a total of $26951 3 at year-end 2014
Note 1 2 - Other I ncome
Other income consists of the following
Gain (loss) on sale of other real estate owned Gain on sale of premises and equipment Debit cardATM fees Trust feesBrokerage Fees Loan fees and commissions Cash management Bank Owned Life Insurance income Miscellaneous income
Total other income
33
2014
$ 426 491
28 1 8 2533
658 2641 1 437
921
lll 1 925
201 3 201 2
$ 1 70 $ ( 1 36) 1 1 8
2935 2829 2364 1 927
680 932 2286 2020 1 437 1 469 1 267 886
ll1 1 1 40 ll 9 945
STANDARD BANCSHARES INC AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (in thousands except share data)
Note 1 3 - Employee Benefit Plans
Profit Sharing
The Companys bank subsidiary maintains a defined contribution 401 (k) Plan Under terms of the Plan employees meeting age and service requirements may elect to have their compensation reduced and have that amount contributed to the Plan as a salary deferral contribution The Bank at its discretion may make a matching contribution to the Plan equal to a u niform percentage of the salary deferral contributions Apart from any matching contribution the Bank may also make a separate discretionary contribution to the Plan The final liability for matching contributions if any is determined after yearshyend requiring the Bank to estimate its discretionary contribution expense at year end Contribution expense recorded by the Bank amounted to approximately $ 1 1 79 $1 254 and $ 1 685 for 2014 201 3 and 201 2 respectively
Non-Qualified Plan
The Bank maintains a non-qualified deferred compensation plan for a select group of management and employees as determined by the Board of Directors Annual awards if any are based o n preshyestablished performance criteria which are communicated to eligible employees Benefits under the Plan vest after a five year period The liability under the Plan was $403 and $503 as of December 3 1 2014 and 201 3 respectively There was n o expense recorded in 2014 2013 o r 2012
Non qualified Sto ck Option Plan
Pursuant to the Capital Raise Investment Agreements on February 1 2 20 1 3 the Board of Directors of the Company adopted the Standard Bancshares Inc Stock Option Incentive Plan to be effective immediately after the Closing of the capital raise (please refer to Note 21 ) Pursuant to the Stock Option Incentive Plan the Compensation Committee of the Board of Directors of the Company is authorized to grant Incentive Stock Option awards Nonqualified Stock Option awards or a combination thereof to certain officers directors consultants or employees of the Company or any of its Subsidiaries or Affiliates aggregating up to 5402524 shares of the Companys common stock
The option price per share of stock purchasable under a stock option shall not be less than 1 00 of the fair market value of the common stock on the day of the grant Stock option vesting is based o n two components 1 ) a time vested option that vests over four years one fourth on each of the first four anniversaries from the option grant date and 2) a performance vested option that vests if there is an exit event resulting in the investor actually realizing an internal rate of return (RR) greater than or equal to 1 2 based on their original investment of $465 per share on February 22 201 3 Vesting is subject to acceleration in certain circumstances The options will expire if not exercised within 1 0 years of the
middot
date of grant and under certain other (employment) circumstances
The fair value of options granted was estimated on the date of grant using the Black Scholes optionsshypricing model using the assumptions noted in the table and commentary below The risk free rate of return is based on the constant maturity yield of a US Treasury note with a fixed rate term of 1 0 years at date of grant The volatility rate is derived from historical index values of publicly-traded commercial banks with assets between $1 and $5 billion Index values of comparably sized companies were used as a proxy because the Companys common stock is not exchange-listed and there is not an active trading market for the common stock The dividend yield assumption is based o n the Companys expected dividend payouts
34
STANDARD BANCSHARES INC AND SUBSIDIARI ES
NOTES TO CONSOLIDATED FI NANCIAL STATEMENTS (in thousands except share data)
Note 1 3 - Employee Benefit Plans (Continued)
Risk free rate of return
2014 20 1 3
275 1 97 Time remaining until expiration of the options Volatility rate
1 O years 1 0 years 1 392 1 587
Dividend yield 000 000
A summary of the activity in the non-qualified stock option plan for 2014 follows Weighted Average
Weighted Remaining Average Contractual
Number of Exercise Term Time Vested Stock Options Shares Price (in years)
2014 Outstanding at beginning of year 1 46651 5 $ 465 915
Granted 1 1 701 95 515 916 Exercised
Expired
Forfeited (23545) 494 870
Outstanding at end of year 2613 165 $ 487 860
Exercisable at end of year 366629 $ 465 815
2013 Outstanding at beginning of year $ Granted 1 466515 465 9 15 Exercised
Expired
Forfeited
Outstanding at end of year 1 465515 $ 465 9 15
Exercisable a t end o f year $
Aggregate Intrinsic Value
$ 1 1 1 8
$ 238
$ 733
$
The weighted average fair value of time vested options granted during 201 4 and 201 3 was $1 21 and $1 3 2 per option respectively
35
STANDARD BANCSHARES INC AND SUBSIDIARI ES
NOTES TO CONSOLIDATED FI NANCIAL STATEMENTS (in thousands except share data)
Note 1 3 - Employee Benefit Plans (Continued)
Performance Vested Stock Options 2014 Outstanding at beginning of year
Granted
Exercised
Expired
Forfeited
Outstanding at end of year
Exercisable at end of year
2013 Outstanding at beginning of year
Granted
Exercised
Expired
Forfeited
Outstanding at end of year
Exercisable at end of year
1 466515
1 170195
(26909)
2609801
1 465515
1 465515
$ 465
515
490
$ 487
$
$ 465
$ 465
$
91 5
91 6
864
860
g_1 5
91 5
$ 1 1 1 8
$
$ 733
$
The weighted average fair value of performance vested options granted during 201 4 and 201 3 was $040 for each year
Time Ve ste d O ption s
The Company recognized $782 and $44 I of stock-based compensation expense related to the granting of time vested stock options for the years ended December 20 14 and 2013 respectively There were no time vested options granted in 2012
As of December 3 1 201 4 there was $2 1 30 of total unrecognized compensation cost related to nonshyvestediime vested options granted underthe Plan The unrecognized cost is expected to be recognized over a weighted-average period of 26 years
Performan ce Veste d O ption s
The value of the performance vested options is a function of 1 ) the likelihood of a n Exit Event and 2) the likelihood of that Exit Event achieving the 1 2 IRR threshold These weighted average probabilities are then m ultiplied by the full value of a time vested option to derive the value of the performance options
The valuation methodology for the performance vested options involved ihree separate analysis
I Sale of control analysis 2 Initial public offering analysis 3 Remain private analysis
There was no expense recorded in 201 4 and 201 3 related to the performance vested options
There were no performance vested options granted in 201 2
36
STANDARD BANCSHARES INC AND SUBSIDIARI ES
N OTES TO CONSOLI DATED FI NANCIAL STATEMENTS (in thousands except share data)
Note 1 3 - Employee Benefit Plans (Continued)
As of December 3 1 2014 there was $1 059 of total unrecognized compensation cost related to nonshyvested performance vested options granted under the Plan The cost is expected to be recognized when it is determined that it is probable that a qualifying Exit Event will occur
Note 1 4 - Commitments
Operating Leases
The Bank leases property at various branch locations unde r terms that are considered to be an operating lease The leases expire in various years through 2020 Office rent expense was $728 $875 and $919 for 2014 2013 and 2012 respectively
Other Co mmitments
The Bank has a contract with a computer seNice company that expires in 201 6 Data processing expense was $2729 $2746 and $2424 for 201 4 201 3 and 2012 respectively
Annual future minimum payments for these agreements are as follows
Note 1 5 - Income Taxes
Year ending December 31 201 5 201 6 2017 20 1 8 201 9 2020 and thereafter
$3037 2884
394 203 1 26
1 6 $6 660
The components of the provision (benefit) for income taxes are as follows
Current Deferred Total Tax Expense (Benefit)
2014 $ 3494
7 1 62 $ 1 0656
201 3 $ 2373
3425 $ 5798
2012 $ 1 306
(6928) $ (5622)
The effective tax rate differs from the federal statutory rate primarily due to the following
Tax at statutory federal income tax rate Tax exempt interest income State income taxes net of federal benefit BOLi income Meals and entertainment Non-deductible expenses Goodwill impairment
201 4
$8483 (133) 1 5 1 6 (486)
77 76
Stock settled rights expense 639
201 3 $ 4750
(82) 766
(486) 84
1 02
2012 $(1 2371 )
(1 08) (866) (500)
79 80
8 1 55
O th enet--=====48=====664=--====(-l --
$1 0656 $ 5798 $ (5622)
37
STANDARD BANCSHARES INC AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (in thousands except share data)
Note 1 5 - Income Taxes (Continued)
The net deferred tax asset included at December 31 2014 and 2013 consists of the following
2014 201 3 Gross deferred tax assets
Allowance for loan losses $19212 $23305 Other real estate owned 2866 49 1 6 Non-accrual loan interest 4064 3 991 State net operating loss 1 835 2358 Accrued compensation 1 938 1 471 Depreciation 1 387 1 412 FNMA amp FHLMC preferred stock 1 270 1 270 Other assets 271 434
Total gross deferred tax assets $32843 $39 157
Gross deferred tax liabilities Purchase accounting adjustments $ 1 069 $ 1 282 Mortgage servicing rights 946 1 060 Unrealized gainloss on AFS securities 1 1 9 692 Other liabilities 1 306 1 31
Total gross deferred tax liabilities $ 3440 $ 3 165
Net deferred tax asset $29403 $35992
At December 31 2014 the Company has $33929 of Illinois net operating loss carryforwards expiring in 2025 and $2330 Indiana net operating Joss expiring in 2025 and 2026 which will be available to reduce future taxable income
The Company does not expect the total amount of unrecognized tax benefrts to significantly change in the next twelve months The Company recognized no interest andor penalties related to tax matters in tax expense
The Company and its subsidiaries are subject to US federal income tax as well as income tax of the state of Illinois and Indiana The Company is no longer subject to examination by taxing authorities for years before 201 0
3 8
STAN DARD BANCSHARES INC AND SUBSIDIARIES
NOTES TO CONSOLI DATED FI NANCIAL STATEMENTS (in thousands except share data)
Note 1 6 - Contingent Liabilities and Commitments
The Company does not reflect in its financial statements various commitments and contingent liabilities which arise in the normal course of business and which involve elements of credit risk interest rate risk and liquidity risk These commitments and contingent liabilities are commitments to extend credit commercial letters of credit and standby letters of credit A summary of the Banks commitments and contingent liabilities at December 31 is as follows
Commitments to extend credit under Unused commercial and other lines of credit Unused equity lines of credit Standby letters of credit
2014 201 3
$262907 46 125 42041
$234893 52905 40284
Commitments to extend credit commercial letters of credit and standby letters of credit a l l include exposure to some credit loss in the event of nonperformance of the customer The Banks credit policies and procedures for credit commitments and financial guarantees are the same as those for extension of credit that are recorded on the consolidated balance sheet Because these instruments have fixed maturity dates and because many of them expire without being drawn upon they do not generally present any significant liquidity risk to the Bank The Bank has not incurred any significant losses on its commitments in either 2014 201 3 or 2012
The Bank is party to litigation and claims arising in the normal course of business Management after consultation with legal counsel believes that the liabilities if any arising from such litigation and claims will not be material to the Companys consolidated financial position
Note 1 7 - Derivatives
D erivative contracts entered into by the Company are limited to those that are treated as non-designated derivative instruments The Company provides customers with interest rate swap transactions and offsets the transactions with interest rate swap transactions with inter-bank dealer counterparties as a means of offering risk management solutions to customers As ofDecember 3 1 2014 there were $6006 outstanding in notional values of swaps where the Company pays a variable rate of interest and the customer pays a fixed rate of interest This position is offset with counterparty contracts where the Company pays a fixed rate of interest and receives a floating rate of interest The estimated fair value of interest rate swaps was recorded as an asset of $207 and as a liability of $214 as of December 31 2014 Swaps with customers and inter-bank dealer counterparties are carried at fair value with adjustments recorded in other income The net effect of fai r value adjustments running through the income statement was immaterial during the year ended December 31 2014 There were no interest rate swap derivatives as of December 3 1 2013
3 9
STANDARD BANCSHARES I NC AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (in thousands except share data)
Note 1 8 - Financial I nstruments Fair Value Disclosure
The fair value measurement accounting Hterature establishes a fair value hierarchy which requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value The standard describes three levels of inputs that may be used to measure fair value
1 Level 1 - Unadjusted quoted mariltet prices in active markets that are accessible at the measurement date for identical unrestricted assets
2 Level 2 - Significant other observable inputs other than Level 1 prices such as quoted market prices for similar assets and liabilities quoted prices in markets that are not active or other inputs that a re observable or can be corroborated by observable market data
3 Level 3 - Signlficant unobservable inputs that reflect a reporting entitys own assumptions about the assumptions that mariltet participants would use in pricing an asset o r liability
A financial instruments level within the fair value hierarchy is based on the lowest level of input that is significant to the fair value measurement
Fair values of assets measured on a recurring basis at December 3 1 2014 and 2013 are as follows
De ce mbe r31 2014 Financial Assets
Securities available-for-sale US government sponsored entities and agencies Mortgage-backed securities - residential Equity securities
Total securities available-for-sale
Derivatives
Financial Liabilities
Derivatives
De ce mbe r 31 2013 Financial Assets Securities available-for-sale
US government sponsored entities and agencies Mortgage-backed secu rities - residential Equity securities
Total securities available-for-sale
Fair Value
$1 46307 3668 4 41 9
$1 54 394
$ 207
$ 214
$ 1 24431 1 2203
2 954 $ 1 39 588
Fair Value Measurements Usin1 Quoted Significant P rices Other
in Active Observable Markets Inputs (Level 1 ) (Level 2)
$
392 $ 392
$ -
$ -
$
$1 46307 3668 4 027
$1 54 002
$ 207
$ 2 1 4
$ 1 24431 12203 1 984
$1 38 61 8
Significant Unobservable
Inputs (Level 3)
$
$
$
$
$
$
As of December 31 2014 and 2013 there were no transfers between levels
40
STANDARD BANCSHARES I NC AND SUBSI DIARIES
NOTES TO CONSOLI DATED FI NANCIAL STATEMENTS (in thousands except share data)
Note 1 8 - Financial I nstruments Fair Value Disclosure (Continued)
The fair values of marketable equity securities available-for-sale are generally determined by quoted market prices in active markets for each specific security (Level 1 measurement inputs) If Level 1 measurement inputs are not available for a marketable equity security the fair value is determined by the quoted market price of a similar security traded in an active market (Level 2 measurement inputs)
The fair values of debt securities available-for-sale are generally determined by matrix pricing which is a mathematical technique widely used in the industry to value debt securities without relying exclusively on quoted market prices for the specific securities b ut rather by relying on the securities relationship to other benchmark quoted securities (Level 2 measurement inputs)
Derivative s
The fair value of derivatives are based o n valuation models using observable market data a s of the measurement date (Level 2) Our derivatives are traded in an over-the-counter market where quoted market prices are not always available Therefore the fair values of derivatives are detenmined using quantitative models that utilized multiple market inputs The inputs will vary based on type of derivative but could include interest rates prices and indices to generate continuous yield or pricing curves prepayment rates and volatility factors to value the position The majority of market inputs are actively quoted and can be validated through external sources including brokers market transactions and thirdshyparty pricing services
Fair values of assets measured on a nonrecurring basis are as follows
Oe ce mbe r31 2014 Other real estate owned net Impaired loans Loans held for sale Mortgage servicing rights
De ce mbe r 31 2013 Other real estate owned net Impaired loans Loans held for sale Mortgage servicing rights
Fair Value
$ 1 6233 41 895
8274 2435
$12 930 54 1 62
5408 2726
Fair Value Measurements Using Quoted Significant Prices Other
in Active Observable Markets Inputs (Level 1 ) (Level 2)
$ $
8274
$ - $
5408
Significant Unobservable
Inputs (Level 3)
$ 1 6233 41 895
2435
$1 2930 541 62
2726
Other real estate owned are initially recorded at fair value less costs to sell when acquired and are subsequently measured at the lower of cost or fair value less estimated costs to sell Fair values are based on third party appraisals of the property or internal valuations on smaller properties using comparable market data and various external resources resulting in a level 3 classification When the carrying value exceeds the fair value less costs to sell an impairment loss is recognized
The fair value of impaired loans secured by real estate with specific allocations of the allowance for loan --------- 1osses-is-generally-based-on--recent-real-estate-appraisals-or-internal-valuations-on-smaller-prnperties--shy
using comparable market data and various external resources These appraisals may utilize a single
41
STANDARD BANCSHARES INC AND SUBSI DIARIES
NOTES TO CONSOLI DATED FI NANCIAL STATEMENTS (in thousands except share data)
Note 1 8 - Financial Instruments Fair Value Disclosure (Continued)
valuation approach or a combination of approaches including comparable sales and the income approach resulting in a level 3 classification
Loans held for sale are carried at the lower of cost or fair value which is evaluated on a pool-level basis The fair value of loans held for sale is determined using quoted prices for similar assets adjusted for specific attributes of that loan or other observable market data such as outstanding commitments from third party investors resulting in a level 2 classification
The Company records its mortgage servicing rights at fair value and includes them in other assets in the Consolidated Balance Sheets Mortgage servicing rights do not trade in an active market with readily observable prices Fair value is based on market process for comparable mortgage servicing contracts when available or alternatively is based on a valuation model that calculates the present value of estimated future net servicing income Key economic assumptions used in measuring fair value of mortgage servicing rights at December 31 2014 included prepayment speeds maturities and discount rates While market based data is used to determine the assumptions the Company incorporates its own estimates of the assumptions market participants would use in determining the fair value of mortgage servicing rights which results in a level 3 classification
De cembe r 31 2014 Assets Cash and cash equivalents Securities held-to-maturity Securities available-for-sale Loans - net Loans held for sale Federal Home Loan Bank stock at cost Accrued interest receivable Derivatives
Liabilities
Deposits Federal Home Loan Bank advances Accrued interest payable Derivatives
De ce mbe r 31 2013 Assets
Cash and cash equivalents Securities held-to-maturity Securities available-for-sale Loans - net Loans held for sale Federal Home Loan Bank stock at cost Accrued interest receivable
Liabi lities Deposits Accrued interest payable
42
Carrying Value
$ 1 99476 3888
1 54394 1 744331
8274 3247 59 1 9
207
$ 1 993572 1 5000
265 214
$ 234 1 83 1 762
1 39588 1 61 9995
5408 3 143 5 576
$1 91 9 1 05 286
Fair Value
$ 1 99476 3 564
1 54394 1 798279
8274 3247 591 9
207
$1 992796 1 4984
265 214
$ 234 1 83 1 41 5
1 39588 1 679668
5408 3 143 5576
$ 1 920335 286
STANDARD BANCSHARES I NC AND SUBSI DIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (in thousands except share data)
Note 1 8 - Financial I nstruments Fair Value Disclosure (Continued)
In estimating the fair value of certain assets and liabilities not previously presented the following assumptions were made
Cash and Cash Equivalents
The carrying amounts of cash and equivalents reported in the balance sheet approximate fair value
Securities
Estimated fair values of securities are based on one of three models 1 ) quoted market prices where available 2) quoted market prices for similar instruments if quoted market p rices are not available 3) unobservable data that represents the Banks assumptions about items that market participants would consider in determining the fair value where no market data is available
L oans
Fair values of loans excluding loans held for sale are estimated as follows For variable rate loans that re-price frequently and with no significant change in credit risk fair values are based on carrying values Fair values for other loans are estimated using discounted cash flow analyses using interest rates currently being offered for loans with similar terms to borrowers of similar credit quality to calculate the present value of future contractual principal and interest cash flows and discounting them back to the present using a discount rate Impaired loans are valued at the lower of cost or fair value as described previously The methods utilized to estimate the fair value of loans do not necessarily represent an exit price
The fair value of loans held for sale is estimated based upon binding contracts and quotes from third party investors
Federal Home Loan Bank (FHLB) Stock
The carrying amounts reported in the balance sheet approximate fair value
Accrued Interest Receivable I Payable
The carrying amounts reported in the balance sheet approximate fair value
Deposits
The fair values disclosed for demand deposits (eg interest and non-interest checking passbook savings and certain types of money market accounts) are by definition equal to the amount payable on demand at the reporting date (ie their carrying amount) The carrying amounts of variable rate fixed-term money market accounts and certificates of deposit approximate their fair values at the reporting Fair values for fixed rate certificates of deposit are estimated using a discounted cash flows calculation that applies interest rates currently being offered on certificates to a schedule of aggregated expected monthly maturities on time deposits
Federal Home Loan Bank Advances
The fair value of Federal Home Loan Bank advances is estimated using discounted cash flow analyses --------based-on-the-currentborrowing-rate-of-similartypes-of-advances
43
STANDARD BANCSHARES I NC AND SUBSIDIARI ES
NOTES TO CONSOLI DATED FINANCIAL STATEMENTS (in thousands except share data)
Note 1 8 - Financial I nstruments Fair Value Disclosure (Continued)
Off-balance sh eet in strum ents
Fair asset andor liability value of off-balance sheet financial instruments as described in Note 1 6 may be estimated by applying fees currently charged for comparable commitments Based upon the qual ity of these commitments and their demand in the financial market it has been assumed that there is no material difference in the estimated fair value
Note 1 9 - TARP Capital Purchase Program
On April 24 2009 the Company entered into a Letter Agreement with the United States Department of Treasury (the Treasury) pursuant to which the Company sold to the Treasury 6000 shares of the Companys Fixed Rate Cumulative Perpetual P referred Stock Series A for $60 million and a warrant to acquire $3 million of Fixed Rate Cumulative Perpetual P referred Stock Series B for a nominal exercise price Immediately upon consummation of the closing the Treasury exercised the warrant and acquired the Series B Preferred Stock The Preferred Stock Series A qualified as Tier 1 capital and paid cumulative dividends q uarterly at a rate of 5 per annum The P referred Stock Series B qualified as Tier 1 capital and paid cumulative dividends quarterly at a rate of 9 per annum The difference between the initial carrying value that was allocated to the Series B Preferred Stock and its redemption value of $3 million will be charged to retained earnings (with a corresponding increase in the carrying value of the Series B Preferred Stock) over the first five years of the contract as an adjustment to the dividend yield using the level yield method During 201 1 the Company elected to suspend dividend payments For the year ended December 31 2012 total dividends of $3462 had been declared but not paid On February 22 201 3 1 3548387 of common shares were issued to the US Treasury in exchange for the $60 million and $3 million of Fixed Rate Cumulative Preferred Stock Series A and Series B respectively The Treasury subsequently sold those shares to institutional investors at $465 per share In addition the Company paid $6 million of dividends to the Treasury which included 1 00 of past due dividends and dividends due through February 22 2013
Note 20 - Regulatory Matters
The Companys primary source of cash is dividends received from its subsidiary bank The subsidiary bank is subject to certain restrictions on the amount of dividends that it may declare without prior regulatory approva L In addition the dividends declared cannot be in excess of the amount which would cause the subsidiary bank to fall below the minimum required for capital adequacy purposes
Banks and bank holding companies are subject to regulatory capital requirements administered by federal banking agencies Capital adequacy guidelines and additionally for banks prompt corrective action regulations involve quantitative measures of assets liabilities and certain off-balance-sheet items calculated under reg ulatory accounting practices Capital amounts and classifications are also subject to qualitative judgments by regulators Failure to meet capital requirements can initiate regulatory action Management believes as of December 3 1 2014 the Company and Bank meet al l capital adequacy requirements to which they are subject
Prompt corrective action regulations provide five classifications well capitalized adequately capitalized undercapitalized significantly u ndercapitalized and critically undercapitaized although these terms are not used to represent overall financial condition If adequately capitalized regu latory approval is required to accept brokered deposits If undercapitalized capital distributions are limited as is asset growth and expansion and capital restoration p lans are required At year-end 201 4 and 2013 the most recent reg ulatory notifications categorized the Bank as well capitalized under the regulatory framework for prompt corrective action There are no conditions or events since that notification that management believes have changed the institutions category
44
STAN DARD BANCSHARES I NC AND SUBSI DIARI ES
NOTES TO CONSOLIDATED FI NANCIAL STATEMENTS (in thousands except share data)
Note 20 - Regulatory Matters (Continued)
The Banks actual and required capital amounts and ratios are as follows
To Be Well Capitalized U nder
For Capital Prompt Corrective Actual Adeguac[ Puqoses Action Provisions
Amount Ratio Amount Ratio Amount Ratio As of December 31 2014 Total Capital
(to risk-based assets) Company $271 785 143 $ 152226 80 NA NA Bank 269993 1 42 1 52229 80 $1 90286 1 00
Tier I Capital (to risk-based assets) Company 247887 1 30 76 1 1 3 40 NA NA Bank 246093 129 761 14 40 1 14 171 60
Tier I Capital (to average assets) Company 247887 1 08 92 1 26 240 NA NA Bank 246 093 1 07 92 1 09 240 1 1 5 1 36 2 5 0
As of December 31 2013 Total Capital
(to risk-based assets) Company $246213 1 38 $142344 280 NA NA Bank 244607 1 38 1 42 170 280 $ 1 77713 2100
Tier I Capital (to risk-based assets) Company 223444 126 71 1 72 240 NA NIA Bank 221 838 1 25 71 085 240 1 06628 2 60
Tier I Capital (to average assets) Company 223444 1 03 86430 240 NIA NA Bank 221 838 1 03 86450 240 1 08 063 2 50
45
STANDARD BANCSHARES INC AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (in thousands except share data)
Note 21 - Capital Management
The overall objectives of the Companys capital management are to have the availability of sufficient capital to support loan deposit and other asset and liability g rowth and to maintain capital to absorb unforeseen losses or write-downs that are inherent in the business risk associated within the banking industry The Company seeks to balance the need for higher capital levels to address growth and unforeseen risks and the goal to achieve an adequate return on capital invested
In July 201 3 the federal banking agencies issued a final rule revising the regulatory capital rules applicable to most national banks and federal savings associations as well as their holding companies generally beginning on January 1 201 5 The rule implements the Basel Committees December 201 O framework known as Basel I l l for strengthening the international capital standards as wel l as certain p rovisions of the Dodd-Frank Act The final ru le implements a revised definition of regu latory capita l a new common equity Tier 1 minimum capital requirement of 450 and a higher minimum Tier 1 capital requirement of 600 (which is an increase from 400) Under the final rule the total capital ratio remains at 800 and the minimum leverage ratio is 400
Additionally under the final rule in order to avoid l imitations on capital distributions including dividend payments and certain discretionary bonus payments to executive officers a banking organization must hold a 25 capital conservation buffer composed of common equity Tier 1 capital above its minimum risk-based capital requirements The b uffer is measured relative to risk-weighted assets The final rule also enhances risk sensitivity and addresses weaknesses identified by the regulators over recent years with the measure of risk-weighted assets
The new minimum capital requirements will b e effective for the Company on January 1 201 5 whereas the capital conservation buffer and the deductions from common equity Tier 1 capital phase in over time beginning on January 1 201 6
Capital Raise
On February 22 201 3 Standard Bancshares Inc completed its recapitalization by issuing 29864795 shares of common stock at $465 per share for gross proceeds of $ 1 389 million 1 3 548387 of the common shares were issued to the US Treasury (the Treasury) in exchange for the $63 million of Fixed Rate Cumulative Preferred Shares Series A and B The Treasury subsequently sold those shares to I nstitutional Investors at $465 per share An additional 16 316408 of common shares were issued to Institutional Investors and private investors Of the aggregate 29864795 common shares issued 1 9430750 are voting shares and 1 0434045 are mm-voting shares
In conjunction with the recapitalization the Articles of Incorporation of the Company were amended to authorize 20000000 shares of preferred stock at $001 par value No preferred stock has been issued as of December 31 2014
Sto ck Settled Rights (SSRs)
On February 22 201 3 in connection with the recapitalization of the Company the Board of Directors distributed as a dividend in kind 7293407 Stock Settled Rights (SSRs) to the holders of the Common Stock as of the Record Date (November 5 2012) The number of SSRs issued is equal to the product of (i) 03888 and (ii) 18757921 the number Common Shares outstanding as of the Record Date The estimated fair value of the SSRs completed by an independent third party as of September 30 2014 and February 22 201 3 was determined to be approximately $026 per SSR or $1 880 and approximately $021 per SSR or $1 532 respectively Expense recorded related to the SSRs was $1 880 in 2014 No expense was recorded in 201 3
46
STANDARD BANCSHARES INC AND SUBSI DIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (in thousands except share data)
Note 21 - Capital Management (Continued)
Stock Settled Rights (SSRs) (Continued)
The SSRs are structured as common stock dividends to be paid to certain common shareholders of the Company under specific conditions The amount of common stock to be distributed is determined by a formula that considers among other things the value of the outstanding common stock at the Settlement Date Settlement Date is defined as the earlier of (i) the date a liquidity event (an I POrecapitalization or a sale of control) occurs during the term of the SSRs and (ii) the SSR Expiration Date (February 22 201 8) The SSRs will be exercised based on the value of the common shares at that time subject to the Settlement Rate formula
The Accretion Rate is a component of the Settlement Rate It is either an middotannual rate of 80 or 120 with the value determined by the cum ulative economic losses that occur in the loan portfolio from June 30 201 1 to the time the SSRs are settled
On the Settlement Date the Company shall determine the number of shares of Common Stock issuable upon the settlement of an SSR The Settlement Rate shall be calculated based on a formula that considers among other factors the value per share of the common stock on a fully diluted basis reduced by the accretion rate with that number divided by the value per share of common stock on a fully diluted basis
If the Settlement Rate is greater than zero the Company shall issue and deliver to each of the SSR Holders a number of shares of Common Stock equal to the product of (i) the Settlement Rate multiplied by (ii) the number of SSRs held by such H older as reflected in the SSR register as of the close of business on the last Business Day prior to such Settlement Date
In connection with the occurrence of a Liquidity Event on or prior to the Expiration Date the Board of Directors may at its option and in its sole discretion order the redemption and the Company may redeem the SSRs in whole or in part at the redemption price per SSR based on a formula that considers the price per share of Common Stock at which the Company is valued on a fully diluted basis in connection with such Liquidity Event as determined in good faith by the Independent Committee plus a l l cash dividends paid oil the common stock from the date of issuance of the SSRs less $465 accreting on a daily basis at the Accretion Rate
The Company hired an independent third party firm to value the SSRs The following variables were taken into consideration when deriving a value for the SS Rs
1 ) The probability of a liquidity event (sale of control or PO) during the term of the SS Rs 2) The Accretion Rate assigned to the Settlement Rate of the SSRs 3) The estimated value of the Companys common stock at the earlier of a) a liquidity event or b)
the SSR Expiration Date (February 22 201 8) 4) The type of liquidity event that might occur 5) Future value parameters including a) tangible common book value b) earnings and c) market
conditions
The valuation of the common shares at the Settlement Date will depend on the Companys financial condition and the market pricing of financial institution stock both on a stand-alone basis and on a sale of control basis at that time
47
STANDARD BANCSHARES I NC AND SUBSIDIARI ES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (in thousands except share data)
Note 22 - Condensed Financial Statements
The Company was incorporated in I l linois on February 23 1 982 The Company accounts for its investment in subsidiaries under the equity method Under this method the investment is recorded at cost adjusted for the subsidiaries undistributed net income (loss) Presented below are the condensed financial statements of Standard Bancshares I nc (Parent Company Only)
Assets Cash Investment in subsidiaries Other assets
Total assets
CONDENSED BALANCE SH EETS DECEMBER 31 2014 AND 2013
Liabilities and shareholders equity Other liabilities Total stockholders equity
Total liabilities amp stockholders equity
2014 $ 4 163
264242 328
$268733
$ 2685 266048
$268733
CON DENSED STATEMENTS O F I N COME YEARS ENDED D ECEMBER 31 201 4 201 3 AND 201 2
2014 I ncome
Other income $
Expenses 2909 Loss before income taxes and equity in undistributed
earnings of subsidiaries (2909) Income tax benefit 88
Loss before equity in undistributed earnings of subsidiaries (2821)
Equity in undistributed earnings (loss) of subsidiaries 1 7 1 1 5
Net income (loss) 1 4294 Preferred dividends and discount accretion on preferred shares
Net income (loss) applicable to common shareholders $1 4294
48
201 3 $ 2 1 95
248 090 1 944
$252229
$ 322 251 907
$252229
201 3 201 2
$ $ 1
1 747 8539
(1 747) (8538) 291 1 0 1 7
(1 456) (7521) 9 629 (23241) 8 173 (30762) 1 1 24 4090
$ 7049 $(34852)
STAN DARD BANCSHARES INC AND SUBSIDIARIES
NOTES TO CONSOLIDATED FI NANCIAL STATEMENTS (in thousands except share data)
Note 22 - Condensed Financial Statements (Continued)
CONDENSE D STATEMENTS OF CASH FLOWS YEARS ENDED DECEMBER 31 2014 201 3 AND 201 2
Cash flows from operating activities Net income (loss)
Adjustments Equity in undistributed net (income) loss of subsidiaries Amortization Stock based compensation expense ( Increase) decrease in other assets Increase (decrease) in other liabilities
Net cash provided by (used in) operating activities Cash flows from financing activities
Issuance of common stock net of issuance costs Capital contribution to Standard Bank Repayment of note payable Cash Dividends
N et cash provided by financing activities
Net increase (decrease) in cash
Cash - beginning of year
Cash - end of year middot
Supplemental schedule of non-cash financing activities Change in par value on common stock Exchange of preferred stock to common stock
49
2014
$ 1 4294
( 17 1 1 5) 28
782 1 616 2363 1 968
1 968
2 1 95
$ 4 163
$ $
201 3
$ 8 1 73
(9629) 29
441 1 872
(4273) (3387)
68598 (41 500) ( 16 1 00)
(6026) 4972
1 585
6 1 0
$ 2 1 95
$ 4277 $63000
201 2
$(30762)
23241 6 1 67
( 1908) 2 043
( 1 2 1 9)
( 1 2 1 9)
1 829
$ 6 1 0
$ $
FORM FR Y-6
STANDARD BANCSHARES INC
Hickory Hills Illinois Year Ending Dccember31 2014
REPORT ITEM
1 The BHC Is not registered with the SEC Coples of the Annual Report Nil be sent undersepirate cover when completed
2a Organization Chart fo Standard BallCShares Inc
I THE BOULEVARD INC
SL John Indiana 100
JnCQrporated in Indiana
2b Branch Verification
STANDARD BANCSHARES INC Hickory Hills Illinois Jncorporateltl In Illinois
STANDARD BANKAND TRUST COMPANY Hickory Hills llllnois
Incorporated In lllnols 100
I STANDARD REDEVELOPMENT INC
Hickory Hills Illinois 100
Incorporated in Illinois
(Not subject to Y-10 reporting ) Code 91 CE - Liquidation Of debts previously contracted
The branch and lax-kl flStings were emailed to branch revieW on 223115
3 (1) As ofyear-end
Name and Address
Trident SBI Holdings lP Greeffilidl CT
Robert E Gallagher Sr Trust John D Gallagher Trustee Palos Heights IL
The Gallagher Standard Bancshares TR Timolhy J GaJagheuror Trustee Hickory Hitls IL
Pantheon Standard LP San Francisco CA
CohesVe Capital Parners LP New York NY W Capital Partners II LP NewYork NY
Couritrlt of Citizenship or lncorooratlon Number and Percentage Of Voting Serurtties
USA 5662194- 1483
USA 5516086 - 1444
USA 4382666 - 1 t47
USA 3762128-985
USA 2 150537 - S63
USA 2 150537 - 563
Note llle shares in the Robert E Gallagher Sr Tr are voted on by John D Gallagher Director of Standard Bank Tue shares Jn the Gallager Standard Bancshares Tr are voted on by Timolhy J Gallagher Director of Standard Bank
3 (2) OtherSharehofors oat listed in Section 3 (1) above that held more than 5 during the year
None
Resuhs A Ilse of branches forvour holdln1 company STANDARD 8ANCSHARES INC (1245590) or HICKORY HILLS IL
The d1ta are n of 12312014 Data re II Kb information tlat wu received aod processed throuah 01072015
Rconcill1Uon and Vc1Uon St I DI 1 In the DIH Action column of each br111Ch row enter one or mort of the actioru specified below
2 If required enter the date In the Ettcttve Olte column
-OK tf the bnch Information s correct enter OK in the Oita AdJon column
Chi nee If the bndl Information Is Incorrect Of Incomplete revt the data enter Chance In the Dita Action column ind the d11te when this infOfmation first became v1lid In the Effective Ote column
am If a bnch listed was sold or clowd enterOose In tht Dita Action column and the s1e or dosured11te In the EtfectW Olte colurm
Olete If a bru1eh listed wu never owntd by this depository Institution enter Delete In the Oeta Acckgtn column
Add If a rt portable brtinch Is mlsslna lnStrt a row add the branch data ald entu Add In the Olt1 Action column and the opening or acquisition date In the Effecttve Date column
If prntln1 this list you m1y need to adjust your page Utup In MS E11ce1 Try using landscape orientation page sollria andor legal sized paper
Submlnion PfOOtdurbull When you ire finished send a saved copy to vour FRB contact Su the detailed lnlttldlons on this si for more informatlon
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Note To satisfy the FR Y-10 reportln1 requirements YoU must tiho submit FR Y-10 Domestic Branth Schedules for each branch with a Data Actlon of Olan1e Close Delete or Add
Thbull FR Y-10 report may be submitted 1n a hardcopy format or 11ia the FR Ymiddot10 OnH11e application middot httpsylOonllnefederalrerve1ov
bull FDtC UNINUM Office Number and ID_RSSO co1unvu ara for reference only Verification of these values is not required
- - 8nch Suvlce Type Branch 10 RSSO ia- terNeme Street Address City
ok FuUServltefHud Officel 19730 STAN OARD BANK ANO TRUST COMPANY 7800 WEST 9STH STREET HICKORY HILLS
ok Full Service 3202168 BOLINGBROOK BRANCH 282 NORTH WEBER ROAD BOLINGBROOK
ok Limited Strvce 4126065 CALUMET CITY 1968 SIBLEY BOULEVARD CALUMET CITY
FullSetvke 3309928 CLARK STREET 8RANOi 3747 NORnt CLARK STREET atlCAGO
ok FullServiett 474339 EWING BRANOf 10635 SOUTH EWING AVENUE CHICAGO
ok Full Servtce 2079925 HEGWISCH BRANCH 13336 SOUTH BALTIMORE AVENUE CHICAGO
ok limited Se-rvke 20817)5 SOUnt DERRING FACILITY 10535 SOVTH TORRENCE AVENUE CHICAGO
Full Service 4099271 THOREK BRANOi 836 WEST IRVING PARK ROAD OUCAGO
ok Full Service 2121280 COAL CITY BRANot 20 SOUTH KANKAKEE COAlCITY
full Service 2809038 EVERGREEN PARK BRANCH 2400 WEST 95TH STREET EVUtGREEN PARK
ok Full Service 3188909 FRANKFORT BRANCH 19997 LA GRANGE ROAD FRANKFORT
Full5etvice 810436 CiARONERBRANCJ1 118 DEPOT STREET GARDNER
ok FultSrvlct 3188897 JOLIET ampRANCJ1 2398 ESSINGTON ROAO JOLIET
Full Service 3439553 LOClCPORT BRANCH 16545 WEST 159TH STREET LOCKPORT
ok Full Service 290931 LYONSlST AVENUE BRANCH 8601 OGDEN AVENUE LYONS
ok Full Service 3671504 MINOOKA BRANCH 515 WESTUS ROUTE 6 MINOOKA
ok LlmltcServfce 2111338 MOAAIS LISBON BRANCH 1433 USBON STREET MORRIS
ok Full Servkt 2809010 MORRIS ROUTE 6 BRANCH 1111 WEST US ROUTpound 6 MORRIS
Ful1 Servlct 2809047 NAPERVILLE BRANCH 1607 NORTH AURORA ROAD NAPERVILLE
ok full 5ervfce 2809056 NEW LENOX BRANCH 456 NELSON ROAD NEW LENOX
Full sMce 2103129 OAK FOREST BRANOf 15901 SOUTH CENTRAL AVENUE OAX FOREST
ok Full SeMct 3490255 OAK LAWN lllTH BRANOf 4700 WEST 111TH STREET OAK LAWN
ok Full Sfrvlce 2096717 OAK LAWN 95TH BRANCH 4001 WEST 95TH STREET OAK LAWN
ok Full Service 2295538 ORLAND PARK BRANCH lSCXJO SOUTH WOLF ROAD ORLAND PARt
State VpCode
IL 60457
IL 60440
IL 60409
IL E06H
IL 00617
IL 0063
IL 00617
IL 60613
IL 60416
IL 60805
IL 6042
IL 60424
IL 60435
IL 60441
IL 60534
I L 60447
IL 60450
IL 60450
IL 60563
IL 60451
IL 60452
IL 60453
IL 60453
IL 60467
County CawN FDICUNINUM Offb Numberbull Haad otfice Head Office 10 RSSD Comments
COOK UNITEO STATES 10748 0 STANOARO BANK ANO TRUST COMPANY 19730
Will UN ITED STATES 419532 34 STANDARD BANK ANO TRUST COMPANY 19730
COOK UNITED STATES 510611 44 STANDARD BANK AND TRUST COMPANY 19730
COOK UNITpound0 STATES 429662 35 STANDARD BANK ANO TRUST COMPANY 19730
COOK UNITED STATES 12089 18 STANDARD BANK AND TRUST COMPANY 73ltgt
COOK UNITED STATES 244100 20 STANDARD BANK ANO TRUST COMPANY 19730
COOK UNITED STATES 244099 19 STANDARD BANK ANO TRUST COMPANY 19730
COOK UNITED STATpoundS 510612 4S STANDARD BANKANDTRUSTCOMPANV 1973ltgt
GRUNDY UNITED STATES 263852 17 STANDARD SANK AND TRUST COMPANY 730
COOK UNITED STATES 13875 4 STAN OARD BANK AND TRUST COMPANY 19730
Will UNITED STATES 357237 15 STAN OARD BANK AND TRUST COMPANY 19730
GRUNDY UNITED STATES 7234 1 STAN DARO BANK ANO TRUST COMPANY 19730
Will UNITED STATES 238ASA 13 STANDARD BANK ANO TRUST COMPANY 19730
Will UNlTEO STATES 450324 38 STAN OARD BANK AND TRUST COMPANY 19730
COOK UNITED STATES 10912 22 STANDARD BANK ANO TRUST COMPANY 19730
GRUNDY UNITED STATES 465426 42 STANDARD BANK AND TRUST COMPANY 1973ltgt
GRUNDY UNITED STATES 266774 16 STANDARD BANK ANO TRUST COMPANY 1730
GRUNDY UNITED STATES 2243S6 10 STANDARD BANK AND TRUST COMPANY 19730
OU PAGE UNITED STATES 238451 6 STANDARD BANK ANO TRUST COMPANY 19730
Will UNITED STATpoundS 238452 11 STAN OARD BANK ANO TRUST COMPANY 19730
COOK UNTED STATES 244101 21 STANDARD BANK AND TRUST COMPANY 19730
COOK UNITED STATES 441863 36 STANDARD BANK AND TRUST COMPANY 19730
COOK UNITED STATES 238447 1 STANDARD BANK AND TRUST COMPANY 19730
COOK UNITED STATES 238450 5 STANDARD BANt AND TRUST COMPANY 19730
ok Fullrvke 2100379 PALOS 11HH BfANOl 11901 SOUTHWEST HIGHWAY PALOSPARIC ll 00464 COOK UNITED STATES 238448 2 STAN DARO BANK AND TRUST COMPANY 19730
ok rulSltVice 2427544 PALOS lllST BRANCH 9700WEST lllST STREET PALOS PARK ll 00464 COOK UNlTEOSTATES 238449 3 STAN DARO BANK AND TRUST COMPANY 19730
ot llmtedSrvke 3490273 NORTH RIVERSIDE BRANCH BJSOWEST CERMAK ROAD RlvtRSlDE ll COOK UNITED STATES 441864 37 STANDARD BANK AND TRUST COMPANY 19730
ot FuLServke 3202171 SHOREWOOD BRANOl 970 BROOK FOREST AVENUE SHOREWOOD It - t UNITED STATES 419531 33 STANDARD BANICANDTRUSTCOMPANY 19730
ok FulSrvlee 3188918 VILLA PARK BfWIOi 1 WESrRoostVrlTROAD VlltAPARIC It 50181 OUPAGE UNITED STATES 238455 14 STANDARDBANKANDTRUSTCOMPANY 19730
ok FulSrvke WllMINGTON BRANCH lOOSSOUTH WATER STREET WILMINGTON It 004 lt UNITED STATES 238453 12 STANDARD BANK AND TRUST COMPANY 19730
ok Fulfrvk 3197031 CHESTERTON BRANCH middot 755 JNDIAN BOUNDARY ROAD OIESTERTON IN PORTER UNITEDSTAlES 275664 32 STANDARD BANK AND TRUST COMPANY 19730
ok ruUrvic 2161D17 EASTCHCAGO BRANCH 4518 lNOANAPOUS BOULEVARD EAST CHICAGO IN 46312 lAKE UNITEDSTAlES 29 STANDARDSANKANDTRUSTCOMPANY 19730
ok Fulrvk 4913n HAMMOND BRANCH 1007 CALUMET AVENUE HAMMOND IN 46324 AKE UNITEDSTAlES 42227 30 STANDARD BANK AND TRUST COMPANY 19730
Fulrvlc 2161D3S HIGHtAND BRANCH 2930 RIDGE ROAD HIGHLAND IN 46322 UNITEOSTAlES 275659 27 STANDARD BANK AND lRUST COMP AN I 19730
ot Futtsrvke 2161044 LOWHl BRANCH 2090 EAST COMMERICALAVENUE LOWELL IN 463Sfgt21r AKE ONITEDSTAlES 275661 28 STANDARD BANK ANDTRUSTCOMPANI 19730
ok Full Srvlce 3439562 MERRlllVlllE BRANCH 579WESTUNCOlN HIGHWAY MERRlllVlllE IN 46410 AKE ONlEO STATES 450325 39 STANDARD BANK AND TRUST COMPANI 19730
ok Full Srvice 453712 SAINT JOHN BRANCH 9321 WICKER AVENUE SAINT JOHN IN 46373middot00 AKE ONtlEDSTATES 42414 26 STANDARD BANK AND rnusr COMPANY 19730
middot
Report ttem 4 Directors and Office (1) Name amp Address
J-Ohn R Barber New York NY
Christopher Doody Ne-vYork NY
1pound1 Pnncipal Occupation [rtmiddotrmiddotwittl BHC
Mariaging Partner eohesiVe ea pita I
Princlpal Storm Point Capital
(3) (bull) TrtiePosition with BHC Diredor
Director
FORM FR Y-9
STANDARD BANCSHARES INC Fiscal YearEnding Decttmber3112014
(3) lb) ltlePosition wffi1 Subsidiaries
NIA
NIA
(3) (c TrtlePosltlon wttn otherbuslne$es
Managtng Partner Cohesive Capital
Principal Stone Point Ciipitit
bull Stone Point ls the manager of the TriOOnt funds which are investment entities that own 25 or morn of the outstanding voting seairities orinlerests in various companles Mr Doody ls an ernployee and officer of Stone Point and is oo deemed to contror S1oria Point or the Trldent Funds He is not a principal securities holder of Stone Point or the Trident Funds The invstmenl committees of the Trident Funds are responsible for voting the shares or such companies and Mr Doody is not a member of the investment committees of the Trident Fonds A sctiedule of such companies in which U1e Trident funds hnve invested is available upon request
John o Gallagher Ortand Park IL
Managing Genera[ Partner OfdlarU Hill Bldg Co
Director Dior-standarU Bank
Managin9 GenerBi Partner Orchard HlllmiddotB1dg Co President Ordiard Hm Building Co Inc
Managing Member Qnhard Hill Construction LLC
Managing Membelt Austin Construction Co bull LLC
Presdenl Bougton Development Co
President ennStructildeg Co lnc
Prestdenl middot Farmingdare Development eomiddot
middotana9in middotRa -middot middot fariTijngdre _Mittwo middot
Pldciit_ _ Fam1r9dale Utilify Co_
Managing Partner Frtz91erald Lad lnvestment Ptshp
(4) a) 1w of Voting Shares in BHC
563
middot1483
14450
(4)(o) (4) (b) Names of othfr companitts 4 of Voting (if 25 ormorl voting Shares in Subs securities a held
NIA
NIA
NIA
NIA
NIA
NIA
NIA
NIA
NIA
NIA
Dryden Cons1rudioo Co Inc 100
NIA
NIA
NIA
Frtzgerald Land Investment Plshp 25
(1) Name amp Mdlt=
John D Gallagher CJriand Pru IL
(2) Principal rbull _ BHC1
(3) (b) TdfePosition wiU1 SubsXfiarics
(J)(c TrtiePttSition wTUi other buslncssts
Trustee-Vote 100 Galla171ormiddot Henr)Tnisl
- Gallagher amp Henry Inc
Prumlaquo GaDaQhef Parloecs LP GB4 Jnc
Managing Partner Gl6mwod DevelopmElnt Co
Managmjl farlnelt Heruy Co Managmo Hermann Umd Investment Ptshp
Managing- Kolarlrugtd I lgthp Preltldeot Kokast -kimes Inc
PreSdenl Coo$trixtioo middotmiddot nc
- -MiAdams 400 Investment Ptshp
Msoagir(Q Partner Meifefl1 id lnpoundiiini _Pthp Managing Partner sr middotGod 1nVeslmoo Pbhp Managiog Partnef
-LampftPtshp TruSt6e
ThOGalfaghmiddotorSliujiini middot Trust
(4) (bull) of Voting Shares in BHC
(4) (b) of Voting Shares In SUbs
Names of other companies frf 25 degmom voting securiDes arn heJd NIA
NIA
NIA
NIA
NIA
NIA
NIA
Hennarm Lnnd Investment Ptshp 25
K6irland lovStrnerrlPiStip 25 NIA
NIA
NIA
Laod lNeStrnloi PlShp 25
df1li3 lfjJrlvtrpnt PWiP 25
Land l hp 25
e(Lao1fl PtShp 25_-xmiddotmiddot middot
standard tWesTrust 25 middot
(1) Name amp Address
Tnnothy J GsJlaghet Burr Ridge IL
(2) Principal Occupation [d other than with BHC)
(J) (a) TrltePosifion wtth BHC
(3)(b) TdiePosffion wittl Subskfcuies
OlaHrnan of the Board
(J) (c) TitlePosition with other businees
PreOOeot Brittany Glen Homeownoc l=gtc Suffield Woods Homeowner Assoc FanntngdaJe Viage Com Assoc fumlogdale Vdlage Com Assoc 2 Misty Meadoyenr Homeowner Assoc 1ltings1on Hills liomeOMler Assoc Gallagheramp Henrys Condos Goodiogs Grove Assoc Ganaghcr amp Heruys Goocfings Grove Umbretia Assoc Farmingdale Vil Cooos of Woodridge Homeowner Assoc Radc5ffe rtMe TOvlfflhomes Assoc
BNC OWnefs Assodatioo
Boughton Woodward Commenial Center LLC su-lgle MembeltUC- GB4 i5 member
Union Poirrte Investors Uc Sing1e MemberlLC- Union PcWe Oevclopmeot Co b member
Uoion POOte Buadlog Venture 1lLC Union 00rt lnvestorn LlC ts member Union Pofrrte Buikfing Venlilre 112 LLC Unton Point nveslor lLC is member
Union Pointe Boikfing Venture 3 LLC Union Poinl lnveslors UC is member
standgtnJ Bank -ALm1 Construction Co LlC
Pminlaquo Frtzyerald Lnnd Investment Pbttp
(lt)(bull) ofVotlng Shares in BHC
11520
(4) (b) ofVotiog Shares in Subs
NIA
Names of other companies (If 25 or l1XgtflJ voting securities aro held
NIA NIA NIA NIA NIA NIA NIA WA NIA NIA NIA
WA
NIA
WA
WA
NIA
NIA
WA
NIA
NIA
NIA
WA
WA
(1) =
Timothy J GJJbghctshyBorr Ridge IL
(2) Principal (if oUJef than wtth BHC)
3 (a) TitlePosition wilh BHC (3) 1c) Trtielosilion with other businesses ampcretuy amp Henry Inc
_ GieoMXgtd Developmeot Co
Partner Hermann Land Investment Pt5hp KOOr land Investment Ptstip
Secret3y Kolcast Homes loo
__ Koamp Construction Co Inc
Secrebgty Ordnrd Hin Buikfing Co Inc
Pa1nelt srrvb land 1ovestrnent Pshp -Smotelt Land Investment Ptshp Trustee- Vote 100 The Gollagher stmdafd
Trust
-- uruoo Pointe Development Co
lt4)(a) ofVotiog Shares in BHC
(4) (b) of Voting Shares In Sobs
tfamos of othcreomnk (lf25 ormoro vo6ng sccuritios arc held
NIA
NIA
NIA
Hennano Land Investment Ptshp 25
Kolar land Investment Pshp 25
NIA
NIA
NIA
Maas Land Investment Ptshp 25
McAdams Iand lnv=tmeni Plshp 25
Medema land lnvestme111 Ptshp 25
NIA
NIA
NIA
Slivka land Investment Plshp 25
SmoterUmd I Ptshp 25
Unkio Pointe Devdopmcot Co 25
(11 (21 Pl (a) 3 (b) 3) c) 4 (a) (4)b) Names of othelt com pan Name amp Adqross princi Occupation TJdcPositiorl TJHePositiorl TrticPosIDon of Voting of Voting [If 25 or mon voting
(if other than with Bl tc) wtth SHC with Subsidiaries with other businesses Shares In BHC Shares in Subs securities are heJd
Timothy J GaUagilet Slaquoretmy GB4 Inc SurRXgeIL GB4 lnc 251
Uoioo Polnte Bonding Venture 3 UC NIA Uoiont PoCnt lnves1ocs LLC is member
Lawraooe P Kelley NIA DirododVJCO Chaifman Oamp-edooVlce Chairman NIA 023lt))1 NIA NIA Pltullt IL PreraquoleoUCEO -0-0
standam Bank
Atampief Ko-arldt NIA DirodOlt Dirodoc NIA 0140 NIA NIA 1-fmsdak ll -
Howrd K Priess JI - deg Dirodoc Solo Pradiltgtoelt 0140 NIA NIA NapeMe IL Standard Bank
Owner White Oak Construction LlC Wh4te Oak Construction LLC 100
Robert A RoslKWt NIA Lead ndepcodeot Director oltedoc NIA D140( NIA NIA QOCago u standanl Bank
Charles E Shomo rv NIA deg Ciredor NIA 013lfI( NIA NIA Bur Ridgo IL standam Bank
Patrick J Hunt NIA _ Executive VPCFO NIA 008 NIA NIA Palos Heights IL EVPCfO standanl Bank
deg Scoltzu NIA Asst VPJAssl Asst VPAsst Secy NIA 00CXgt1 NIA NIA
Everyreen Park IL Sea-- SiandagtO Bank
STANDARD BANCSHARES INC AND SUBSIDIARIES
NOTES TO CONSOLI DATED FI NANCIAL STATEMENTS (in thousands except share data)
Note 1 - Summary of Significant Accounting Policies (Continued)
Derivatives
ASC Topic 815 requires that every derivative instrument be recorded in the balance sheet as either an asset or liability measured at its fair value The guidance requires that changes in the derivatives fair value be recognized currently in earnings unless specific hedge accounting criteria are met The Company provides customers with interest rate swap transactions and offsets the transactions with interest rate swap transactions with inter-bank dealer counterparties Derivative contracts entered into by the Company are limited to those that are treated as non-designated derivative instruments Changes in the fair value of these derivatives are reported in earnings as non interest income
Mot1gage Banking Activities
Commitments to fund individual mortgage loans (interest rate locks) to be sold into the secondary market are taken out on both a best efforts and mandatory basis Mandatory commitments which are not executed are subject to potential pair off fees which reflect the changes in the market value of these commitments should unfavorable rate changes occur The Bank has had a sufficient best efforts commitment pipeline to satisfy any potential fallout of individual mandatory commitments Any pair off fees incurred are not material
Stock-Based Compensation
Compensation cost is recognized for stock options and awards issued to employees based on the fair value of these awards at the date of grant A B lack-Scholes model is utilized to estimate the fair value of stock options Compensation cost is recognized over the required service period generally defined as the vesting period
Income Taxes
Income taxes are provided for the tax effects of the transactions reported in the financial statements and consist of taxes currently d ue plus deferred taxes related primarily to differences between the basis of the a llowance for credit losses other real estate owned non-accrual interest and State net operating loss carryforwards The deferred tax assets and liabilities represent the future tax return consequences of those differences which will either be taxable or deductible when the assets and liabilities are recovered or settled Deferred tax assets and liabilities are reflected at income tax rates applicable to the period in which the deferred tax assets or liabilities are expected to be realized or settled As changes in tax laws or rates are enacted deferred tax assets and liabilities are adjusted through the provision for income taxes The Company files consolidated income tax returns with its subsidiaries
The Company recognizes a tax position as a benefit only if it is more likely than not that the tax position would be sustained in a tax examination including resolution of related appeals or litigation p rocesses The amount recognized is the largest amount of tax benefit that is greater than 50 likely of being realized on examination For tax positions not meeting the more likely than not test no tax benefit is recorded The Company recognizes interest and penalties related to income tax matters in income tax expense
Comprehensive Income
Comprehensive income consists of net income and other comprehensive income Other comprehensive income includes unrealized gains and losses on securities available for sale which are also recognized as separate components of equity
13
STANDARD BANCSHARES INC AND SUBSI DIARIES
NOTES TO CONSOLI DATED FI NANCIAL STATEMENTS (in thousands except share data)
Note 1 - Summary of Significant Accounting Policies (Continued)
Trust Assets and Fees
Assets held in a fiduciary or agency capacity are not included in the consolidated balance sheets since such items are not assets of the Company_ Income from trust fees is recorded when received This income does not differ materially from trust fees computed on an accrual basis
Cash Flows
The Company considers al l cash and due from banks cash advanced under ATM funding agreements interest-bearing deposits in other banks and federal funds sold to be cash equivalents for the purposes of the statements of cash flows
Reclassification
Certain reclassifications have been made in the prior year financial statements to conform with the current year presentation with no effect on net income or shareholders equity
New Accounting Pronouncements
In January of 2014 the Financial Accounting Standards Board (FASB) issued guidance to clarify when an in substance repossession or foreclosure occurs and an entity is considered to have received physical possession of the residential real estate property such that a loan receivable should be derecognized and the real estate property recognized Additionally the guidance requires interim and annual disclosure of the amount of foreclosed residential real estate property held by the entity and the recorded investment in consumer mortgage loans collateralized by residential real estate property that are in the process of foreclosure according to local requirements of the applicable jurisdiction The guidance is effective for annual and interim periods beginning after December 15 2014 and can be applied retrospectively or prospectively Management does n ot expect the adoption of this guidance will materially impact the Companys financial condition resu lts of operations or liquidrty_
In January 2014 the FASB amended existing guidance to eliminate the effective yield election and to 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 Disclosures for a change in accounting principle are required upon transition The amendment is effective for annual and interim periods beginning after December 15 2014 Adoption of this standard is not expected to have a material effect on the Companys financial condition or results of operations
Subsequent Events
Management reviewed subsequent events for recognition and disclosure through March 13 2015 which is the date the financial statements were available to be issued_
14
STANDARD BANCSHARES INC AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (in thousands except share data)
Note 2 - Cash and Cash Equivalents
The Companys banking subsidiary is required by the Federal Reserve Bank to maintain certain average cash reserve balances The required reserve balance at December 31 2014 and 2013 was $1 7889 and $ 1 7 395 respectively
The nature of the Companys business requires that it maintain amounts due from banks federal funds sold and interest-bearing deposits in other banks which at times may exceed federally insured limits Management monitors these correspondent relationships and the Company has not experienced any losses in such accounts
Note 3 - Investment Securities
Carrying amounts and fair values of investment securities were as follows
December 3 1 2014 December 31 2013 Gross Gross Gross Gross
Amortized Unrealized Unrealized Fair Amortized Unrealized Unrealized Fair Cost Gains Losses Value Cost Gains Losses Value
Held-to-maturity
Mortgage-backed $ 266 $ 18 $ $ 284 $ 378 s 25 $ - $ 403 securlties - residential
States and political subdivisions 2230 2230
Trust preferred security 1 392 (342) 1 050 1384 372) 1012
Total held-to-maturity 3888 18 (342) 3564 1762 25 (372) 1 415
Available-for-sale US g overnment-sponsored 1 46410 72 (1 75) 1 46307 1 24245 186 124431
entities and agencies
Mortgage-backed securities - residential 3436 232 3668 1 1287 916 12203
Equity securtties 4235 184 441 9 2235 735 (16) 2954
Total available-for-sale 154081 488 (175) 154394 137767 1837 (16) 139588
Total investment securities $157969 $506 $(517) S157958 $1 39529 $1862 $ (388) $141 003
15
STANDARD BANCSHARES INC AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (in thousands except share data)
Note 3 - Investment Securities (Continued)
The amortized cost and fair value of debt securities at December 31 2014 by contractual maturity are shown below Maturities may differ from contractual maturttie in mortgage-backed securities -residential because the mortgages underlying the securities may be called or repaid without any penalties Equity securities have no maturity therefore these securities are not included in the maturity categories in the following summary
Amounts maturing in
One year or less After one year through five years After five years through ten years Over ten years Mortgage-backed securities - residential Equity securities
Total
Securities Held-to-maturity
Amortized Fair Cost Value
$2155 $2155 75 75
1392 1050 266 284
3 888 3 564
Securities Avaiiable-for-sale
Amortized Fair Cost Value
$ 33447 $ 33486 112963 112821
3436 3668 4 235 4 419
154 081 154 394
Equity securities include $4027 of Community Reinvestment Act (CRA) eligible mutual funds and $392 in Fannie Mae and Freddie Mac preferred stock
The proceeds from sales of securities available-for-sale and the associated gains and losses are listed below for the year ended 2014
Proceeds
Gross gains Gross losses
There were no sales of securities in 2013 or 2012
$6375
611
Investment securities with a carrying value of $115645 and $135656 at December 31 2014 and 2013 respectively were pledged to secure public deposits short-term borrowings and for other purposes required or permitted by law
Information pertaining to securities with gross unrealized losses at December 31 2014 and 2013 aggregated by investment category and length of time that individual securities have been in a continuous loss position follows
16
STANDARD BANCSHARES INC AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (in thousands except share data)
Note 3 - Investment Securities (Continued)
Less Than 1 2 Months
December 31 201 4
Held-to-maturity Trust preferred security
Available-for-sale US government-sponsored
entities and agencies
Fair Value
$
$76908
Gross Unrealized
Losses
$
$(1 75)
1 2 Months or Greater
Fair Value
$ 1 050
$
Gross Unrealized
Losses Fair Value
$(342) $ 1 050
$ $76908
Total Gross
Unrealized Losses
$ (342)
$ (1 75)
Less Than 1 2 Months 1 2 Months or Greater Total Gross Gross Grnss
Fair Unrealized Unrealized Unrealized December 31 2013 Value Losses Fair Value Losses Fair Value Losses
Held-to-maturity Trust preferred security $ $ $ 1 012 $(372) $ 1 0 1 2 $ (372)
Available-for-sale Equity securities $1 984 $ (1 6) $ $ $ 1 984 $ (1 6)
Management evaluates securities for other-than-temporary impairment at least on a quarterly basis and more frequently when economic or market concerns warrant such evaluation Consideration is given to (1) the length of time and the extent to which the fair value has been less than cost (2) the financial condition and near-term prospects of the issuer and (3) the intent and ability of the Company to retain its investment in the issuer for a period of time sufficient to allow for any anticipated recovery in fair value
The Company had seventeen securities in a loss position at December 31 2014 One security is a trust preferred security with an amortized cost of $1 392 and an unrealized loss of $342 The other sixteen securities are government sponsored entity and agency securities with an amortized cost of $77083 and an unrealized loss of $175
The unrealized loss on the trust preferred security and government-sponsored entities and agencies were related to changes in interest rates and illiquidity in the financial services industry Management has evaluated the prospects of the issuer in relation to the severity and duration of the impairment Based on that evaluation and managements ability and intent to hold those investments for a reasonable period of time sufficient for a forecasted recovery of fair value management does not consider those investments to be other-than-temporarily impaired at December 31 201 4
17
STANDARD BANCSHARES INC AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (in thousands except share data)
Note 4 - Loans
Major Classifications of loans are as follows
Construction and land development Commercial Commercial real estate non-owner occupied Commercial real estate owner occupied Residential real estate Consumer
Total
Origination fees - net of costs Allowance for credit losses
Loans net
201 4 $ 110343
449341 427043 569269 1 18612
97066
1 771 674
( 1 023) (26320)
$1744331
2013 $ 140294
324898 4 1 9775 550900 1 1 7 343 1 08664
166 1 874
(984) (40895)
$161 9995
Construction loans are generally based upon estimates of the cost and value associated with the construction of the property Construction loans often involve the disbursement of substantial funds with repayment primarily dependent upon the success of the completed project Sources of repayment for these types of loans may be permanent loans from long-term lenders or sales of developed property Generally these loans have a higher risk profile than other real estate loans due to their repayment being sensitive to real estate values interest rate changes governmental regulations of real property demand and supply of similar projects the availability of long term financing and changes in general economic condition
Commercial loans are primarily lines of credit and equipment loans that are secured by accounts receivable inventory fixed assets and sometimes with real estate These loans are repaid through the operating cash flow of the company The increase in commercial loans was due to generally improved business activity resulting from the stabilizing economy and our focus on generating growth in this category of lending in order to better diversify our commercial portfolio Commercial loans are underwritten after evaluating and understanding the borrowers ability to operate its business
Underwriting standards are designed to ensure repayment of loans and mitigate loss exposure As part of the underwriting process the Company examines current cash flows to determine the ability of the borrower to repay its obligations as agreed Commercial loans are primarily made based on the identified cash f lows of the borrowers and secondarily on the underlying collateral provided by the borrower
Commercial real estrite locins consisted primarily of loans to business owners and developersinvestors in owner and non-owner occupied commercial properties The Company classifies the properties into owner-occupied which represents loans where more than 50 of the rental income is from the owner of the property or a related company and non-owner occupied represents loans where less than 50 of the rental income is from the owner of the property Non-owner occupied can include 5-unit or more apartment buildings retail office buildings hotels warehouse and industrial properties Repayment will come from the rental income paid by the tenants or owner Commercial real estate loans are subject to underwriting standards and processes similar to commercial loans in addition to those standards and processes specific to real estate Commercial real estate lending typically involves higher loan principal amounts and the repayment of the loans is largely dependent upon the successful operation of the property securing the loan or the business conducted on the property securing the loan Commercial real estate loans may be more adversely affected by conditions in the real estate market or in the general economy The properties securing the Companys commercial real estate portfolio are diverse in terms
1 8
STANDARD BANCSHARES INC AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (in thousands except share data)
Note 4 - Loans (Continued)
of type and geographic location within our market area Management monitors and evaluates real estate loans based on cash flow collateral location and risk grade criteria
The residential real estate portfolio consists of 1-4 family first lien loans secured by the borrowers home and are generally within our market area Any loans outside our market area are to customers with homes or businesses in our market areas
The consumer loans consist of loans to individuals for consumer purposes home equity loans home equity lines of credit and second mortgages Consumer loans are centrally underwritten utilizing various loan policy guidelines that take into consideration the borrowers ability to repay and the collateral offered
At December 31 2014 and 2013 certain officers directors and companies in which they have beneficial ownership were indebted to the Bank in the aggregate amount of $32267 and $36457 respectively During 2014 no new loans were made to such related parties and net repayments on existing loans amounted to $4 1 90 During 2013 new loans made to such related parties amounted to $389 and net repayments on existing loans amounted to $2082
19
STANDARD BANCSHARES INC AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (in thousands except share data)
Note 4 - Loans (Continued)
All owance fo r Credit L osses
Following is a summary of the activity in the allowance for credit losses
Commercial Commercial Real Estate Real Estate Non-owner Owner Residential
December 31 2014 Construction Commercial Occu12ied Occu12ied Real Estate Consumer Total
Allowance for loan losses
Beginning balance $ 16575 $ 2072 $ 3390 $ 1 2255 $ 3545 $ 3057 $ 40895
Provision for credit losses (1 945) 1981 5370 (3859) 193 1 228 2967
Loans charged-off (1 1 039) ( 1 717) (4247) (2632) (475) (994) (211 04)
Recoveries 2 833 _llsect 200 __sectQ __fil1_ 3 562
Total ending allowance balance $_JJA23 L2A28 $_A79j_ $ 5 955 $ 3 323 $ 26 320
Commercial Commercial Real Estate Real Estate Non-owner Owner Residential
December 31 2013 Construction Commercial Occu12ied 0CCUQied Real Estate Consumer Total
Allowance for loan losses
Beginning balance $17755 $ 4168 $ 1 3052 $ 18109 $ 3317 $ 2805 $ 59206
Provision for credit losses 6401 (724) (839) 2310 742 861 8751
Loans charged-off (7635) (1472) (1 0720) (8237) (515) (659) (29238)
Recoveries _M __jQQ ---1sectfil 74 __ 1 -2Q --2J1sect Total ending allowance balance $16 57S $2J)72 $ 3 390 $ 12 256 L351s UD57 $ 40 895
Commercial Commercial Real Estate Real Estate Non-owner Owner Residential
December 31 2012 Construction Commercial Occu12ied 0CCUQied Real Estate Consumer Total
Allowance for loan losses
Beginning balance $13016 $ 3214 $ 5275 $ 11620 $ 1975 $ 1860 $ 36960
Provision for credit losses 791 6 4614 8620 6815 3149 2270 33384
Loans charged-off (6354) (3937) (917) (401) (1841) (1362) (14812)
Recoveries ---11lZ _____fl_ 74 75 ___M ___E 3 674
Total ending allowance balance $1L155 $A1fill iil3 052 gt rn ms $ 3 3JZ $ 2 605 $ 59 206
20
STANDARD BANCSHARES INC AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (in thousands except share data)
Note 4 - Loans (Continued)
The following tables present the balance of the allowance for loan losses and the recorded investment in loans by portfolio segment and based on impairment method
December 31 201 4
Allowance for Joan losses
Ending balance individually evaluated for impainnent
Ending balance collectively evaluated for impainnent
Total ending allowance
Loans Ending balance individually evaluated
for impainnent Ending balance collectively evaluated
for impainnent
Total ending loan balances
Oecember 31 2013
Allowance for loan losses
Ending balance individually evaluated for impainnent
Ending balance collectively evaluated for impainnent
Total ending allowance
Loans Ending balance individually evaluated
for impainnent Ending balance collectively evaluated
for impainnent
Total ending Joan balances
Construction
s 5136
1 287
_$ 6 423
$ 20252
90 091
$jj0 343
Construction
$ 14662
1 913
_$ J6 szs
$ 35249
1 05 045
S140 29plusmn
Commercial
$ 601
1 827
_$ 2 428
$ 871
448470
$449 34j
Commercial
$ 461
1 6 1 1
$ 2 OZ2
$ 2294
322604
$32plusmn 888
2 1
Commercial Real Estate Non-owner Occupied
$ 1 373
3 41 8
$ 4Z9J
$ 1 5345
411 698
$427 043
Commercial Real Estate Non-owner Occupied
$ 1 865
1 525
$ 3 390
$ 1 5176
404 599
$4J9 ZZ5
Commercial Real Estate
Owner Occupied
$ 5 1 6
5 449
_$ 5 965
$ 6706
562563
$569 269
Commercial Real Estate
Owner Occupied
$ 3331
8 925
$ j2 256
$ 1 7201
533699
$550 900
Residential Real Estate
$ 1 665
1 658
$ 3 323
$ 5795
1 1 2817
$118 612
Residential Real Estate
$ 1 496
2 049
$ 3 545
$ 3799
1 1 3 544
S1H 343
Consumer Total
s 2 160 s 1 1 451
1 230 14 869
_$ 3 GO $ 76320
s 4377 $ 53346
92689 1 71 8328
_$ 97 066 $j Vj 674
Consumer Total
s 1 334 $ 23149
1 723 17 746
$ 3 057 $ 40 895
$ 3592 $ 77311
1 0 5072 1 584 563
S10B 664 S1 661 8Z4
STANDARD BANCSHARES INC AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (in thousands except share data)
Note 4 - Loans (Continued)
The following tables present loans individually evaluated for impairment by class of loans
Unpaid Allowance for Average Principal Recorded Loan Losses Recorded
December 31 2014 Balance Investment Allocated Investment
Wrth no related allowance recorded Construction $1 4349 $ 2200 $ $ 2824
Commercial 1 866 266 623
Commercial real estate non-owner occupied 12128 1 0392 1 1 282
Commercial real estate owner occupied 1 0541 3771 3617
Residential real estate 999 999 1 1 58
Consumer 2 557 ____1MQ --- -----1m Subtotal $42440 $1 91 87 _$ __
- $20780
With an allowance recorded
Construction $24344 $1 8052 $5 136 $27023
Commercial 605 605 601 1 498
Commercial real estate non-owner occupied 7149 4953 1 373 4132
Commercial real estate owner occupied 3163 2935 5 1 6 8607
Residential real estate 4796 4796 1 665 3736
Consumer _____bill_ _____bill_ ____lJ_sectQ 2 997
Subtotal $42875 $34159 $1 1 451 $47993
Construction $38693 $20252 $5136 $29847
Commercial 2471 871 601 2121
Commercial real estate non-owner occupied 1 9277 1 5345 1 373 1 5414
Commercial real estate owner occupied 1 3704 6706 5 1 6 1 2224
Residential real estate 5795 5795 1 665 4894
Consumer 5 375 4 377 ____lJ_sectQ 4 273
Total $1U51 S6JUL1
22
Interest Income
Recognized
$ 460
69
361 2 1 9
5 1
___g $ 11 92
$ 325 1 1
72
1 1 5
1 20
$ 676
$ 785
80
433
334
1 71
-----2i $1 868
STANDARD BANCSHARES INC AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (in thousands except share data)
Note 4 - Loans (Continued)
Unpaid Allowance for Average Interest
Principal Recorded Loan Losses Recorded Income December 31 201 3 Balance Investment Allocated Investment Recognized
With no related allowance recorded Construction $ 3440 $ 2790 $ $ 6783 $ 1 5
Commercial 1 761 1 761 1 828 76
Commercial real estate non-owner occupied 9051 9051 1 0068 410
Commercial real estate owner occupied 3664 341 3 1 368 84
Residential real estate 1 284 1 284 1 254 26
Consumer 1 477 ------1Jn --- ____1dQsect_ ___2Q Subtotal $20677 $1 9426 L____ $22809 LJill
With an allowance recorded
Construction $41 71 0 $32459 $1 4662 $32 188 $ 671
Commercial 533 533 461 499 6
Commercial real estate non-owner occupied 6125 6125 1 865 1 1 128 45
Commercial real estate owner occupied 20172 1 3788 3331 1451 6 318
Residential real estate 25 1 5 251 5 1 496 2170 1 01
Consumer 2 465 2 465 Subtotal $73520 $57885 $23149 $62354 llill
Construction $45150 $35249 $14662 $38971 $ 686 Commercial 2294 2294 461 2327 82
Commercial real estate non-owner occupied 1 5176 1 5176 1 865 21 1 96 455
Commercial real estate owner occupied 23836 17201 3331 15884 402
Residential real estate 3799 3799 1 496 3424 1 27
Consumer 3 942 3592 3 361 ___sectpound Total $M1_9Z $77 311 $23 149 $ll_5_1fill $1 814
23
STANDARD BANCSHARES INC AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (in thousands except share data)
Note 4 - Loans (Continued)
Unpaid Allowance for Average Interest
Principal Recorded Loan Losses Recorded Income December 31 2012 Balance I nvestment Allocated I nvestment Recognized
With no related allowance recorded Construction $ 2712 $ 1 819 $ $ 3600 $ 346
Commercial 1 763 1 410 1 931 7
Commercial real estate non-owner occupied 1 448 1 448 2451 1 5
Commercial real estate owner occupied 2238 2238 9805 60
Residential real estate
Consumer ---1Jlllli - ---1Jm --- ---
Subtotal $1 0056 $ 741 3 L___ $1 9690
With an allowance recorded Construction $43737 $ 39645 $12359 $45048 $ 455
Commercial 270 270 271 276
Commercial real estate non-owner occupied 27925 27489 1 1 777 20670 709
Commercial real estate owner occupied 4584 4584 1 782 4252 88
Residential real estate 3824 1 622 802 3842 88
Consumer 2885 ____LlQsect ______lQg Subtotal $83225 $ 7481 6 $27300 $76986 $ 1 373
Construction $46449 $41 464 $1 2359 $48648 $ 801 Commercial 2033 1 680 271 2207 7
Commercial real estate non-owner occupied 29373 28937 1 1 777 23121 724
Commercial real estate owner occupied 6822 6822 1 782 14057 148
Residential real estate 3824 1 622 802 3842 88
Consumer 4 780 1 704 ______lQg _isectQ1 ___TI Total Sfil281 $R222_9_
Interest income recognized includes interest accrued and collected on the outstanding balances of accruing impaired loans as well as interest cash collections on non-accruing loans and impaired loans for which the ultimate collectability of principal is not certain
24
STANDARD BANCSHARES INC AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (in thousands except share data)
Note 4 - Loans (Continued)
The following is an analysis of the age of the recorded investment in past due and nonaccrual Joans
December 31 2014
Construction
Commercial Commercial real estate
non-owner occupied Commercial real estate
owner occupied Residential real estate
Consumer
Total
December 31 201 3
Construction
Commercial Commercial real estate
non-owner occupied Commercial real estate
owner occupied
Residential real estate
Consumer
Total
Credit Qu ality Indicators
30-59 days
$ 398
714
122 726
1 457
30-59 days
$
1 89
41
61
907
_____sectQl_ $2 061
90 days or more past
due and 60-89 days accruing
$ 72 $
1 53
290 533
1 1 5 944 1 5
_filsect ___fil_ S2115 $_Z1fi
90 days or more past due and
60-89 days occruing
$ 672 $
66
770
395 1 9
886 248
-11sect _____sect $2 907 $_3j_Q
Total Past Current Non-accrual Due Loans Total
$20252 $20722 $ 89621 $ 1 1 0343
871 1 738 447603 449341
7291 81 1 4 41 8929 427043
26 1 2 2849 566420 569269 6424 8109 1 1 0503 1 1 861 2
4 039 6235 90 831 97 066
$41 489_ $1 723 907 $1 V1 674
Total Past Current Non-accrual Due Loans Total
$1 7361 $18033 $ 1 22261 $ 1 40294
479 734 324164 324898
6230 7041 412734 41 9775
131 08 13583 537317 550900
551 8 7559 1 09784 1 1 7343
4 1 76 5200 1 03 464 1 08 664
$52 150 $1 609 724 $1 661 874
The Company categorized its non-homogenous Joans into risk categories based on relevant information about the ability of borrowers to service the debt such as among other factor$ current financial information historical payment experience credit documentation public information and current economic trends The Company analyzes loans individually by classifying the Joan as to credit risk This analysis is done annually on a Joan by loan basis The Company uses the following definitions for classified risk ratings
Pass Loans classified as Pass are considered to be performing Joans that have adequate cash flow andor collateral based upon our underwriting process
Special Mention Loans classified as special mention have a potential weakness that deserves managements close attention If left uncorrected these potential weaknesses may result in deterioration of the repayment prospects for the Joan or of the institutions credit position at some future date
25
STANDARD BANCSHARES INC AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (in thousands except share data)
Note 4 - Loans (Continued)
Substandard Loans designated as substandard are inadeq uately protected by the current net worth and paying capacity of the obligor or the collateral pledged if any Loans have a wellshydefined weakness or weaknesses that jeopardize the liquidation of the debt They are characterized by the distinct possibility that the Bank will sustain some loss if the deficiencies are not corrected
Performing Not Rated Loans classified as Performing Not Rated are considered to be performing loans at the time of u nderwriting but historically ones in which we do not obtain updated financial information after the loans are originated These are generally consumer loans first mortgage home loans and home equity loans
Loans not meeting the criteria above are analyzed individually as part of the above described process and are considered to be unclassified loans Based on the most recent analysis perfornied the loan risk classifications are as follows
Special Performing December 31 2014 Pass Mention Substandard Not Rated Total
Construction $ 80127 $ 7719 $ 21249 $ 1 248 $ 1 1 0343
Commercial 442867 4915 1 559 449341
Commercial real estate non-owner occupied 399762 1 8880 8401 427043
Commercial real estate owner occupied 531 31 5 27295 1 0659 569269
Residential real estate 29747 1 1 9 8250 80496 1 1 8612
Consumer 8 91 0 312 5 939 81 905 97 066
Total $1 192 728 $ 59240 $ 56 057 SJ63 649 S1 ZZJ 6H
Special Performing December31 2013 Pass Mention S ubstandard Not Rated Total
Construction $ 90330 $ 9396 $ 37394 $ 3174 $ 1 40294
Commercial 309074 1 0445 4489 890 324898
Commercial real estate non-owner occupied 400738 10570 8467 419775
Commercial real estate owner occupied 502095 1 0840 37965 550900
Residential real estate 3567pound 1 09 7881 73677 1 17 343
Consumer 9 099 -----1fill 7 828 89 826 1 08664
Total SJ 47 OJ2 M32Z1 $104 021 S167 567 $1 661 871
The Bank considers the performance of the loan portfolio and its impact on the allowance for loan losses For residential and consumer loan classes the Bank evaluates credit q uality based on the payment and aging status of the loan Payment status is reviewed on a q uarterly basis with respect to determining adequacy of the allowance for Joan losses
26
STAN DARD BANCSHARES INC AND SUBSI DIARIES
NOTES TO CONSOLI DATED FI NANCIAL STATEMENTS (in thousands except share data)
Note 4 - Loans (Continued)
Tro ubled Debt Restructurings (TOR)
Loans classified as TD Rs totaled $1 8541 as of December 31 201 4 of which $1 5665 were performing and $2876 were on non-accrual loans classified as TDRs totaled $1 8095 as of December 31 201 3 of which $1 6596 were performing and $1 499 were on non-accrual
The Bank has allocated $1 797 and $ 1 3 1 4 in specific reserves to customers whose loan terms have been modified in troubled debt restructurings as of December 31 201 4 and 201 3 The Bank has committed to lend additional amounts of $45 and $26 as of December 31 201 4 and 201 3 to customers with outstanding loans that are considered to be troubled debt restructurings These loans involved the restructuring of terms to allow customers to mitigate the risk of foreclosure or default by meeting a lower loan payment requirement based upon their current cash flow These may also include loans that renewed at existing contractual rates but below market rates for comparable credit For commercial loans these m odifications typically include a lowering of the interest rate on the loan In some cases the modification will include separating the note into two notes with the first note structured to be supported by current cash flows and collateral and the second note made for the remaining unsecured debt The second note is charged off immediately and collected only after the first note is paid in full This modification type is commonly referred to as an A-B note structure For consumer mortgage loans the restructuring typically includes a lowering of the interest rate to provide payment and cash flow relief For each restructuring a comprehensive credit underwriting analysis of the borrowers financial condition and prospects of repayment under the revised terms is performed to assess whether the structure can be successful and that cash flows will be sufficient to support the restructured debt Anmiddot analysis is also performed to determine whether U1e restructured loan should be on accrual status Generally if the loan is on accrual at the time of restructure it will remain on accrual after the restructuring In some cases a nonaccrual loan may be placed on accrual at restructuring if the loans actual payment h istory demonstrates it would have cash flowed under the restructured terms After six consecutive payments under the restructured terms a nonaccrual restructured loan is reviewed for possible upgrade to accruing status
As with other impaired loans an al lowance for loan loss is estimated for each TOR based on the most likely source of repayment for each loan For impaired loans secured by real estate that are collateral dependent the allowance is computed based on the fair value of the underlying collateral For impaired loans where repayment is expected from cash flows from business operations the allowance is computed based on a discounted cash flow computation
27
STANDARD BANCSHARES INC AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (in thousands except share data)
Note 4 - Loans (Continued)
Troub led Debt Restructurings (TOR) (Continued)
The following table presents loans by c lass modified as troubled debt restructurings that occurred during the years ended December 31 2014 and 2013
Pre- Post-modification modification
Number outstanding outstanding 2014 of loans recorded recorded
investment investment Construction 1 $ 706 $ 813 Commercial real estate owner occupied 2 483 564 Residential real estate 3 1206 1 206 Consumer 5 563 563
Total 11 $2958 $3146
2013 Commercial real estate non-owner occupied 3 $14371 $ 8 670 Commercial real estate owner occupied 3 3505 3581 Commercial 2 1758 1804 Residential real estate 1 403 403
Total 9 $20037 $1 4458
The troubled debt restructurings modified in 2014 and 2013 described above increased the allowance for credft losses by $784 and $317 and did not result in any post-modification charge offs during the years ended December 31 2014 and 2013 respectively
28
STAN DARD BANCSHARES I NC AND SUBSIDIARI ES
NOTES TO CONSOLI DATED FI NANCIAL STATEMENTS (in thousands except share data)
Note 4 - Loans (Continued)
Tro uble d Debt R estructurings TOR ) (Continued)
The following table presents troubled debt restructurings by class and type of modification that occurred during the years ended December 31 2014 and 2013
AB Note Rate Restructure Reduction
2014 Construction $ $ -
Commercial real estate owner occupied 48
Residential Real Estate Consumer 218
Total $ $266
AIB Note Rate Restructure Reduction
2013 Commercial real estate non-
owner occupied $13901 $ 470 Commercial real estate
owner occupied 3073 Commercial 1758 Residential Real Estate 403
Total $13901 $5704
29
Rate Reduction
To Pay amp Advance Taxes of Funds
$ $ 706
435
$435 $ 706
Rate Reduction
To Pay amp Advance Taxes of Funds
$ $
432
$432 $
I nterest Only
Period
$
1206 345
$1551
I nterest Only
Period
$
$
Total
$706
483 1206
563 $2958
Total
$14371
3505 1758
403 $20037
STANDARD BANCSHARES I NC AND SUBSI DIARIES
NOTES TO CONSOLI DATED FINANCIAL STATEMENTS (in thousands except share data)
Note 4 - Loans (Continued)
Troubled Deb t Restru cturings (TOR) (Continued)
The following table presents loans by class modified as troubled debt restructurings for which there was a payment default within twelve months fol lowing the modification during the year ended December 3 1 2014 There were no payment defaults within twelve months following the modification during the year ended December 31 201 3
2014 Commercial
N umber of loans
1
Recorded Investment
$1 600
The troubled debt restructurings that subsequently defaulted in 2014 described above increased the allowance for credit losses by $233 during the year ended December 31 2014 In 2013 there were no troubled debt restructurings for which there was a payment default within twelve months following the modification The troubled debt restructurings resulted in $1600 of charge offs during the year ended December 31 201 4 The troubled debt restructurings did not result in any charge offs during the year ended 2013
Note 5 - Mortgage Servicing Rights
Following is a summary of the activity for mortgage servicing rights
Beginning balance Costs capitalized Accumulated amortization
Ending balance
2014 $ 2726
544 (835)
$ 2 435
2013 $ 2169
1 339 (782)
$ 2 726
2012 $ 1525
1434 (790)
$ 2 169
The aggregate fair value of mortgage servicing rights is based on fundamental analysis and the present value of expected future cash inflows In estimating fair value assumptions have been made regarding prepayment default and interest rates Mortgage servicing rights do not trade in an active market with readily observable prices The Company uses an independent third party to determine the fair value of mortgage servicing rights by estimating the fair value of the future cash flows associated with the mortgage loans being serviced Key economic assumptions used in measuring the fair value of mortgage servicing rights include but are not limited to prepayment speeds discount rates delinquencies and costs to service
A fair market estimate was completed by an independent third party in November 201 4 to determine the amount at which the asset could be exchanged in a current transaction between willing parties other than in a forced liquidation or sale Fair value was estimated based in part on the discounted future cash flows estimated to be received The evaluation used a discount rate for each pool of loan servicing rights which is intended to represent the estimated market yield and estimated cash flow for each pool of servicing rights by utilizing an assumed prepayment speed based on the characteristics of each pool No assurance can be given that the actual prepayments will conform to the prepayment speeds assumed The calculated fair value was compared to market values where possible to ascertain the reasonableness of the valuation in relation to the current market expectations
Mortgage servicing rights outstanding Estimated fair value as a percentage of loans serviced Principal value of loans serviced Estimated fair value of servicing rights outstanding
30
201 4 $ 2435
083 $394217 $ 3272
201 3 $ 2726
083 $382221 $ 3 1 72
STANDARD BANCSHARES INC AND SUBSIDIARIES
NOTES TO CONSOLI DATED FINANCIAL STATEMENTS (in thousands except share data)
Note 6 - Premises and Equipment
Major classifications of these assets are summarized as follows
Land Bank premises Furniture and equipment
Accumulated depreciation Premises and equipment - net
2014 $ 21 699
58 179 31 388
1 1 1 266 (50352)
$ 609 14
201 3 $ 2361 0
69 1 33 44467
1 3721 0 (71 428)
$ 65782
Depreciation expense amounted to $3479 $3668 and $3949 in 2014 201 3 and 2012 respectively_
The Company sold land buildings and vehicles for total proceeds of $1 824 $2 and $1 8 resulting in gross gains on sales of $49 1 $1 and $ 1 8 in the years ending December 3 1 2014 201 3 and 201 2 respectively
In December 2014 the Company signed a definitive agreement to enter into a sale-leaseback of land and buildings for two of its locations The Company designated $ 1 462 of premises as held for sale No write-down was taken at the time of transfer as the assets were anticipated to be sold at a gain In February 2015 the Company closed on a transaction a portion of the gain on sale was recognized in non-interest income The remaining gain was deferred and will be amortized into non-interest income over the lease term
Note 7 - Other Real Estate Owned
Activity in other real estate owned is summarized as followsmiddot
Beginning balance Acquired through or in lieu of foreclosure Proceeds from sales Gain (loss) on sales Write down on other real estate owned
Ending Balance
2014 $ 1 2 930
6 035 (2004)
426 ( 1 1 54)
$1 6233
2013 $1 6896
3 912 (51 35)
170 (2913)
$1 2930
201 2 $ 1 1 496
1 2 1 08 (4096)
(1 36) (2476)
$ 1 6 896
Operating expenses associated with other real estate owned net of write-downs on other real estate owned were $498 $1 96 and $976 in 2014 201 3 and 201 2 respectively
Note 8 - Intangibles
Core deposits Accumulated amortization Core deposits net
2014 2013
$ 8946 (7798)
$ 1 148
$ 8946 (7 1 05)
$ 1 841
Amortization expense amounted to $693 $789 and $885 in 2014 2013 and 20 12 respectively Core deposit intangibles are amortized over an estimated life of fifteen years
middot----- l n-201-2-the-Gompany-reGorded-a-ful l-write-down-of-$239g7-of-goodwill-as-it-was-determined-t0-be--shy
impaired_
3 1
STAN DARD BANCSHARES INC AND SUBSI DIARIES
NOTES TO CONSOLI DATED FI NANCIAL STATEMENTS (in thousands except share data)
Note 9 - Bank Owned Life Insurance
The Bank acquired life insurance policies through prior bank acquisitions and by direct purchase At December 3 1 2014 and 2013 the cash surrender value of these policies was $48470 and $47033 respectively No additional l ife insurance was purchased during 2014 or 2013
Note 10 - Deposits
Deposits at December 3 1 2014 and 2013 by major category are as follows
Demand deposits Non-interest-bearing Interest-bearing
Total demand deposits Savings deposits Time deposits Brokered deposits
Total deposits
2014
$ 612646 492 799
1 1 05445 374142 405857 1 08 1 28
$1 993 572
201 3
$ 536325 525 145
1 061 470 36341 8 427815
66 402
$1 91 9 1 05
The aggregate amount of deposits reclassified as loans (overdrafts) amounted to $2548 and $2781 at December 3 1 2014 and 201 3 respectively
Time deposits that met or exceed the FDIC insurance limit of $250 at year-end 201 4 and 2013 were $1 1 0 1 77 and $92681 respectively
At December 3 1 2014 scheduled maturities of certificates of deposit including brokered deposits are as follows
201 5 2016 2017 201 8 201 9 2020 and thereafter
$408455 65585 1 9838
9830 1 0277
$513 985
Deposits from related parties totaled $33614 and $32595 at December 31 2014 and 201 3 respectively
32
STANDARD BANCSHARES INC AND SU BSI DIARIES
NOTES TO CONSOLI DATED FINANCIAL STATEMENTS (in thousands except share data)
Note 1 1 - Advances from Federal Home Loan Bank
There were no outstanding advances with the Federal Home Loan Bank at December 3 1 201 3 The indebtedness to the Federal Home Loan Bank at December 3 1 2014 was $1 5000 consisting of the following fixed rate advances
Due Date
June 27 201 6 June 27 201 6
Total advances
I nterest Rate
057 057
2014
$1 3000 2 000
$1 5 000
Al l advances and letters of credit from the Federal Home Loan Bank (FHLB) were secured by a g eneral lien on qualifying commercial real estate residential mortgages and home equity loans of the Bank Each advance is payable at its maturity date with a prepayment penalty for fixed rate advances Letters of credit outstanding from the FHLB totaled $3872 and $41 946 at year-end 2014 and 201 3 respectively The advances and letters of credit were collateralized by $679990 of commercial real estate and mortgage loans in 2014 and $203845 of mortgage loans under a blanket lien arrangement at year-end 2013 Based on this collateral and the Companys holdings of FHLB stock the Company was eligible to borrow up to a total of $26951 3 at year-end 2014
Note 1 2 - Other I ncome
Other income consists of the following
Gain (loss) on sale of other real estate owned Gain on sale of premises and equipment Debit cardATM fees Trust feesBrokerage Fees Loan fees and commissions Cash management Bank Owned Life Insurance income Miscellaneous income
Total other income
33
2014
$ 426 491
28 1 8 2533
658 2641 1 437
921
lll 1 925
201 3 201 2
$ 1 70 $ ( 1 36) 1 1 8
2935 2829 2364 1 927
680 932 2286 2020 1 437 1 469 1 267 886
ll1 1 1 40 ll 9 945
STANDARD BANCSHARES INC AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (in thousands except share data)
Note 1 3 - Employee Benefit Plans
Profit Sharing
The Companys bank subsidiary maintains a defined contribution 401 (k) Plan Under terms of the Plan employees meeting age and service requirements may elect to have their compensation reduced and have that amount contributed to the Plan as a salary deferral contribution The Bank at its discretion may make a matching contribution to the Plan equal to a u niform percentage of the salary deferral contributions Apart from any matching contribution the Bank may also make a separate discretionary contribution to the Plan The final liability for matching contributions if any is determined after yearshyend requiring the Bank to estimate its discretionary contribution expense at year end Contribution expense recorded by the Bank amounted to approximately $ 1 1 79 $1 254 and $ 1 685 for 2014 201 3 and 201 2 respectively
Non-Qualified Plan
The Bank maintains a non-qualified deferred compensation plan for a select group of management and employees as determined by the Board of Directors Annual awards if any are based o n preshyestablished performance criteria which are communicated to eligible employees Benefits under the Plan vest after a five year period The liability under the Plan was $403 and $503 as of December 3 1 2014 and 201 3 respectively There was n o expense recorded in 2014 2013 o r 2012
Non qualified Sto ck Option Plan
Pursuant to the Capital Raise Investment Agreements on February 1 2 20 1 3 the Board of Directors of the Company adopted the Standard Bancshares Inc Stock Option Incentive Plan to be effective immediately after the Closing of the capital raise (please refer to Note 21 ) Pursuant to the Stock Option Incentive Plan the Compensation Committee of the Board of Directors of the Company is authorized to grant Incentive Stock Option awards Nonqualified Stock Option awards or a combination thereof to certain officers directors consultants or employees of the Company or any of its Subsidiaries or Affiliates aggregating up to 5402524 shares of the Companys common stock
The option price per share of stock purchasable under a stock option shall not be less than 1 00 of the fair market value of the common stock on the day of the grant Stock option vesting is based o n two components 1 ) a time vested option that vests over four years one fourth on each of the first four anniversaries from the option grant date and 2) a performance vested option that vests if there is an exit event resulting in the investor actually realizing an internal rate of return (RR) greater than or equal to 1 2 based on their original investment of $465 per share on February 22 201 3 Vesting is subject to acceleration in certain circumstances The options will expire if not exercised within 1 0 years of the
middot
date of grant and under certain other (employment) circumstances
The fair value of options granted was estimated on the date of grant using the Black Scholes optionsshypricing model using the assumptions noted in the table and commentary below The risk free rate of return is based on the constant maturity yield of a US Treasury note with a fixed rate term of 1 0 years at date of grant The volatility rate is derived from historical index values of publicly-traded commercial banks with assets between $1 and $5 billion Index values of comparably sized companies were used as a proxy because the Companys common stock is not exchange-listed and there is not an active trading market for the common stock The dividend yield assumption is based o n the Companys expected dividend payouts
34
STANDARD BANCSHARES INC AND SUBSIDIARI ES
NOTES TO CONSOLIDATED FI NANCIAL STATEMENTS (in thousands except share data)
Note 1 3 - Employee Benefit Plans (Continued)
Risk free rate of return
2014 20 1 3
275 1 97 Time remaining until expiration of the options Volatility rate
1 O years 1 0 years 1 392 1 587
Dividend yield 000 000
A summary of the activity in the non-qualified stock option plan for 2014 follows Weighted Average
Weighted Remaining Average Contractual
Number of Exercise Term Time Vested Stock Options Shares Price (in years)
2014 Outstanding at beginning of year 1 46651 5 $ 465 915
Granted 1 1 701 95 515 916 Exercised
Expired
Forfeited (23545) 494 870
Outstanding at end of year 2613 165 $ 487 860
Exercisable at end of year 366629 $ 465 815
2013 Outstanding at beginning of year $ Granted 1 466515 465 9 15 Exercised
Expired
Forfeited
Outstanding at end of year 1 465515 $ 465 9 15
Exercisable a t end o f year $
Aggregate Intrinsic Value
$ 1 1 1 8
$ 238
$ 733
$
The weighted average fair value of time vested options granted during 201 4 and 201 3 was $1 21 and $1 3 2 per option respectively
35
STANDARD BANCSHARES INC AND SUBSIDIARI ES
NOTES TO CONSOLIDATED FI NANCIAL STATEMENTS (in thousands except share data)
Note 1 3 - Employee Benefit Plans (Continued)
Performance Vested Stock Options 2014 Outstanding at beginning of year
Granted
Exercised
Expired
Forfeited
Outstanding at end of year
Exercisable at end of year
2013 Outstanding at beginning of year
Granted
Exercised
Expired
Forfeited
Outstanding at end of year
Exercisable at end of year
1 466515
1 170195
(26909)
2609801
1 465515
1 465515
$ 465
515
490
$ 487
$
$ 465
$ 465
$
91 5
91 6
864
860
g_1 5
91 5
$ 1 1 1 8
$
$ 733
$
The weighted average fair value of performance vested options granted during 201 4 and 201 3 was $040 for each year
Time Ve ste d O ption s
The Company recognized $782 and $44 I of stock-based compensation expense related to the granting of time vested stock options for the years ended December 20 14 and 2013 respectively There were no time vested options granted in 2012
As of December 3 1 201 4 there was $2 1 30 of total unrecognized compensation cost related to nonshyvestediime vested options granted underthe Plan The unrecognized cost is expected to be recognized over a weighted-average period of 26 years
Performan ce Veste d O ption s
The value of the performance vested options is a function of 1 ) the likelihood of a n Exit Event and 2) the likelihood of that Exit Event achieving the 1 2 IRR threshold These weighted average probabilities are then m ultiplied by the full value of a time vested option to derive the value of the performance options
The valuation methodology for the performance vested options involved ihree separate analysis
I Sale of control analysis 2 Initial public offering analysis 3 Remain private analysis
There was no expense recorded in 201 4 and 201 3 related to the performance vested options
There were no performance vested options granted in 201 2
36
STANDARD BANCSHARES INC AND SUBSIDIARI ES
N OTES TO CONSOLI DATED FI NANCIAL STATEMENTS (in thousands except share data)
Note 1 3 - Employee Benefit Plans (Continued)
As of December 3 1 2014 there was $1 059 of total unrecognized compensation cost related to nonshyvested performance vested options granted under the Plan The cost is expected to be recognized when it is determined that it is probable that a qualifying Exit Event will occur
Note 1 4 - Commitments
Operating Leases
The Bank leases property at various branch locations unde r terms that are considered to be an operating lease The leases expire in various years through 2020 Office rent expense was $728 $875 and $919 for 2014 2013 and 2012 respectively
Other Co mmitments
The Bank has a contract with a computer seNice company that expires in 201 6 Data processing expense was $2729 $2746 and $2424 for 201 4 201 3 and 2012 respectively
Annual future minimum payments for these agreements are as follows
Note 1 5 - Income Taxes
Year ending December 31 201 5 201 6 2017 20 1 8 201 9 2020 and thereafter
$3037 2884
394 203 1 26
1 6 $6 660
The components of the provision (benefit) for income taxes are as follows
Current Deferred Total Tax Expense (Benefit)
2014 $ 3494
7 1 62 $ 1 0656
201 3 $ 2373
3425 $ 5798
2012 $ 1 306
(6928) $ (5622)
The effective tax rate differs from the federal statutory rate primarily due to the following
Tax at statutory federal income tax rate Tax exempt interest income State income taxes net of federal benefit BOLi income Meals and entertainment Non-deductible expenses Goodwill impairment
201 4
$8483 (133) 1 5 1 6 (486)
77 76
Stock settled rights expense 639
201 3 $ 4750
(82) 766
(486) 84
1 02
2012 $(1 2371 )
(1 08) (866) (500)
79 80
8 1 55
O th enet--=====48=====664=--====(-l --
$1 0656 $ 5798 $ (5622)
37
STANDARD BANCSHARES INC AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (in thousands except share data)
Note 1 5 - Income Taxes (Continued)
The net deferred tax asset included at December 31 2014 and 2013 consists of the following
2014 201 3 Gross deferred tax assets
Allowance for loan losses $19212 $23305 Other real estate owned 2866 49 1 6 Non-accrual loan interest 4064 3 991 State net operating loss 1 835 2358 Accrued compensation 1 938 1 471 Depreciation 1 387 1 412 FNMA amp FHLMC preferred stock 1 270 1 270 Other assets 271 434
Total gross deferred tax assets $32843 $39 157
Gross deferred tax liabilities Purchase accounting adjustments $ 1 069 $ 1 282 Mortgage servicing rights 946 1 060 Unrealized gainloss on AFS securities 1 1 9 692 Other liabilities 1 306 1 31
Total gross deferred tax liabilities $ 3440 $ 3 165
Net deferred tax asset $29403 $35992
At December 31 2014 the Company has $33929 of Illinois net operating loss carryforwards expiring in 2025 and $2330 Indiana net operating Joss expiring in 2025 and 2026 which will be available to reduce future taxable income
The Company does not expect the total amount of unrecognized tax benefrts to significantly change in the next twelve months The Company recognized no interest andor penalties related to tax matters in tax expense
The Company and its subsidiaries are subject to US federal income tax as well as income tax of the state of Illinois and Indiana The Company is no longer subject to examination by taxing authorities for years before 201 0
3 8
STAN DARD BANCSHARES INC AND SUBSIDIARIES
NOTES TO CONSOLI DATED FI NANCIAL STATEMENTS (in thousands except share data)
Note 1 6 - Contingent Liabilities and Commitments
The Company does not reflect in its financial statements various commitments and contingent liabilities which arise in the normal course of business and which involve elements of credit risk interest rate risk and liquidity risk These commitments and contingent liabilities are commitments to extend credit commercial letters of credit and standby letters of credit A summary of the Banks commitments and contingent liabilities at December 31 is as follows
Commitments to extend credit under Unused commercial and other lines of credit Unused equity lines of credit Standby letters of credit
2014 201 3
$262907 46 125 42041
$234893 52905 40284
Commitments to extend credit commercial letters of credit and standby letters of credit a l l include exposure to some credit loss in the event of nonperformance of the customer The Banks credit policies and procedures for credit commitments and financial guarantees are the same as those for extension of credit that are recorded on the consolidated balance sheet Because these instruments have fixed maturity dates and because many of them expire without being drawn upon they do not generally present any significant liquidity risk to the Bank The Bank has not incurred any significant losses on its commitments in either 2014 201 3 or 2012
The Bank is party to litigation and claims arising in the normal course of business Management after consultation with legal counsel believes that the liabilities if any arising from such litigation and claims will not be material to the Companys consolidated financial position
Note 1 7 - Derivatives
D erivative contracts entered into by the Company are limited to those that are treated as non-designated derivative instruments The Company provides customers with interest rate swap transactions and offsets the transactions with interest rate swap transactions with inter-bank dealer counterparties as a means of offering risk management solutions to customers As ofDecember 3 1 2014 there were $6006 outstanding in notional values of swaps where the Company pays a variable rate of interest and the customer pays a fixed rate of interest This position is offset with counterparty contracts where the Company pays a fixed rate of interest and receives a floating rate of interest The estimated fair value of interest rate swaps was recorded as an asset of $207 and as a liability of $214 as of December 31 2014 Swaps with customers and inter-bank dealer counterparties are carried at fair value with adjustments recorded in other income The net effect of fai r value adjustments running through the income statement was immaterial during the year ended December 31 2014 There were no interest rate swap derivatives as of December 3 1 2013
3 9
STANDARD BANCSHARES I NC AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (in thousands except share data)
Note 1 8 - Financial I nstruments Fair Value Disclosure
The fair value measurement accounting Hterature establishes a fair value hierarchy which requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value The standard describes three levels of inputs that may be used to measure fair value
1 Level 1 - Unadjusted quoted mariltet prices in active markets that are accessible at the measurement date for identical unrestricted assets
2 Level 2 - Significant other observable inputs other than Level 1 prices such as quoted market prices for similar assets and liabilities quoted prices in markets that are not active or other inputs that a re observable or can be corroborated by observable market data
3 Level 3 - Signlficant unobservable inputs that reflect a reporting entitys own assumptions about the assumptions that mariltet participants would use in pricing an asset o r liability
A financial instruments level within the fair value hierarchy is based on the lowest level of input that is significant to the fair value measurement
Fair values of assets measured on a recurring basis at December 3 1 2014 and 2013 are as follows
De ce mbe r31 2014 Financial Assets
Securities available-for-sale US government sponsored entities and agencies Mortgage-backed securities - residential Equity securities
Total securities available-for-sale
Derivatives
Financial Liabilities
Derivatives
De ce mbe r 31 2013 Financial Assets Securities available-for-sale
US government sponsored entities and agencies Mortgage-backed secu rities - residential Equity securities
Total securities available-for-sale
Fair Value
$1 46307 3668 4 41 9
$1 54 394
$ 207
$ 214
$ 1 24431 1 2203
2 954 $ 1 39 588
Fair Value Measurements Usin1 Quoted Significant P rices Other
in Active Observable Markets Inputs (Level 1 ) (Level 2)
$
392 $ 392
$ -
$ -
$
$1 46307 3668 4 027
$1 54 002
$ 207
$ 2 1 4
$ 1 24431 12203 1 984
$1 38 61 8
Significant Unobservable
Inputs (Level 3)
$
$
$
$
$
$
As of December 31 2014 and 2013 there were no transfers between levels
40
STANDARD BANCSHARES I NC AND SUBSI DIARIES
NOTES TO CONSOLI DATED FI NANCIAL STATEMENTS (in thousands except share data)
Note 1 8 - Financial I nstruments Fair Value Disclosure (Continued)
The fair values of marketable equity securities available-for-sale are generally determined by quoted market prices in active markets for each specific security (Level 1 measurement inputs) If Level 1 measurement inputs are not available for a marketable equity security the fair value is determined by the quoted market price of a similar security traded in an active market (Level 2 measurement inputs)
The fair values of debt securities available-for-sale are generally determined by matrix pricing which is a mathematical technique widely used in the industry to value debt securities without relying exclusively on quoted market prices for the specific securities b ut rather by relying on the securities relationship to other benchmark quoted securities (Level 2 measurement inputs)
Derivative s
The fair value of derivatives are based o n valuation models using observable market data a s of the measurement date (Level 2) Our derivatives are traded in an over-the-counter market where quoted market prices are not always available Therefore the fair values of derivatives are detenmined using quantitative models that utilized multiple market inputs The inputs will vary based on type of derivative but could include interest rates prices and indices to generate continuous yield or pricing curves prepayment rates and volatility factors to value the position The majority of market inputs are actively quoted and can be validated through external sources including brokers market transactions and thirdshyparty pricing services
Fair values of assets measured on a nonrecurring basis are as follows
Oe ce mbe r31 2014 Other real estate owned net Impaired loans Loans held for sale Mortgage servicing rights
De ce mbe r 31 2013 Other real estate owned net Impaired loans Loans held for sale Mortgage servicing rights
Fair Value
$ 1 6233 41 895
8274 2435
$12 930 54 1 62
5408 2726
Fair Value Measurements Using Quoted Significant Prices Other
in Active Observable Markets Inputs (Level 1 ) (Level 2)
$ $
8274
$ - $
5408
Significant Unobservable
Inputs (Level 3)
$ 1 6233 41 895
2435
$1 2930 541 62
2726
Other real estate owned are initially recorded at fair value less costs to sell when acquired and are subsequently measured at the lower of cost or fair value less estimated costs to sell Fair values are based on third party appraisals of the property or internal valuations on smaller properties using comparable market data and various external resources resulting in a level 3 classification When the carrying value exceeds the fair value less costs to sell an impairment loss is recognized
The fair value of impaired loans secured by real estate with specific allocations of the allowance for loan --------- 1osses-is-generally-based-on--recent-real-estate-appraisals-or-internal-valuations-on-smaller-prnperties--shy
using comparable market data and various external resources These appraisals may utilize a single
41
STANDARD BANCSHARES INC AND SUBSI DIARIES
NOTES TO CONSOLI DATED FI NANCIAL STATEMENTS (in thousands except share data)
Note 1 8 - Financial Instruments Fair Value Disclosure (Continued)
valuation approach or a combination of approaches including comparable sales and the income approach resulting in a level 3 classification
Loans held for sale are carried at the lower of cost or fair value which is evaluated on a pool-level basis The fair value of loans held for sale is determined using quoted prices for similar assets adjusted for specific attributes of that loan or other observable market data such as outstanding commitments from third party investors resulting in a level 2 classification
The Company records its mortgage servicing rights at fair value and includes them in other assets in the Consolidated Balance Sheets Mortgage servicing rights do not trade in an active market with readily observable prices Fair value is based on market process for comparable mortgage servicing contracts when available or alternatively is based on a valuation model that calculates the present value of estimated future net servicing income Key economic assumptions used in measuring fair value of mortgage servicing rights at December 31 2014 included prepayment speeds maturities and discount rates While market based data is used to determine the assumptions the Company incorporates its own estimates of the assumptions market participants would use in determining the fair value of mortgage servicing rights which results in a level 3 classification
De cembe r 31 2014 Assets Cash and cash equivalents Securities held-to-maturity Securities available-for-sale Loans - net Loans held for sale Federal Home Loan Bank stock at cost Accrued interest receivable Derivatives
Liabilities
Deposits Federal Home Loan Bank advances Accrued interest payable Derivatives
De ce mbe r 31 2013 Assets
Cash and cash equivalents Securities held-to-maturity Securities available-for-sale Loans - net Loans held for sale Federal Home Loan Bank stock at cost Accrued interest receivable
Liabi lities Deposits Accrued interest payable
42
Carrying Value
$ 1 99476 3888
1 54394 1 744331
8274 3247 59 1 9
207
$ 1 993572 1 5000
265 214
$ 234 1 83 1 762
1 39588 1 61 9995
5408 3 143 5 576
$1 91 9 1 05 286
Fair Value
$ 1 99476 3 564
1 54394 1 798279
8274 3247 591 9
207
$1 992796 1 4984
265 214
$ 234 1 83 1 41 5
1 39588 1 679668
5408 3 143 5576
$ 1 920335 286
STANDARD BANCSHARES I NC AND SUBSI DIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (in thousands except share data)
Note 1 8 - Financial I nstruments Fair Value Disclosure (Continued)
In estimating the fair value of certain assets and liabilities not previously presented the following assumptions were made
Cash and Cash Equivalents
The carrying amounts of cash and equivalents reported in the balance sheet approximate fair value
Securities
Estimated fair values of securities are based on one of three models 1 ) quoted market prices where available 2) quoted market prices for similar instruments if quoted market p rices are not available 3) unobservable data that represents the Banks assumptions about items that market participants would consider in determining the fair value where no market data is available
L oans
Fair values of loans excluding loans held for sale are estimated as follows For variable rate loans that re-price frequently and with no significant change in credit risk fair values are based on carrying values Fair values for other loans are estimated using discounted cash flow analyses using interest rates currently being offered for loans with similar terms to borrowers of similar credit quality to calculate the present value of future contractual principal and interest cash flows and discounting them back to the present using a discount rate Impaired loans are valued at the lower of cost or fair value as described previously The methods utilized to estimate the fair value of loans do not necessarily represent an exit price
The fair value of loans held for sale is estimated based upon binding contracts and quotes from third party investors
Federal Home Loan Bank (FHLB) Stock
The carrying amounts reported in the balance sheet approximate fair value
Accrued Interest Receivable I Payable
The carrying amounts reported in the balance sheet approximate fair value
Deposits
The fair values disclosed for demand deposits (eg interest and non-interest checking passbook savings and certain types of money market accounts) are by definition equal to the amount payable on demand at the reporting date (ie their carrying amount) The carrying amounts of variable rate fixed-term money market accounts and certificates of deposit approximate their fair values at the reporting Fair values for fixed rate certificates of deposit are estimated using a discounted cash flows calculation that applies interest rates currently being offered on certificates to a schedule of aggregated expected monthly maturities on time deposits
Federal Home Loan Bank Advances
The fair value of Federal Home Loan Bank advances is estimated using discounted cash flow analyses --------based-on-the-currentborrowing-rate-of-similartypes-of-advances
43
STANDARD BANCSHARES I NC AND SUBSIDIARI ES
NOTES TO CONSOLI DATED FINANCIAL STATEMENTS (in thousands except share data)
Note 1 8 - Financial I nstruments Fair Value Disclosure (Continued)
Off-balance sh eet in strum ents
Fair asset andor liability value of off-balance sheet financial instruments as described in Note 1 6 may be estimated by applying fees currently charged for comparable commitments Based upon the qual ity of these commitments and their demand in the financial market it has been assumed that there is no material difference in the estimated fair value
Note 1 9 - TARP Capital Purchase Program
On April 24 2009 the Company entered into a Letter Agreement with the United States Department of Treasury (the Treasury) pursuant to which the Company sold to the Treasury 6000 shares of the Companys Fixed Rate Cumulative Perpetual P referred Stock Series A for $60 million and a warrant to acquire $3 million of Fixed Rate Cumulative Perpetual P referred Stock Series B for a nominal exercise price Immediately upon consummation of the closing the Treasury exercised the warrant and acquired the Series B Preferred Stock The Preferred Stock Series A qualified as Tier 1 capital and paid cumulative dividends q uarterly at a rate of 5 per annum The P referred Stock Series B qualified as Tier 1 capital and paid cumulative dividends quarterly at a rate of 9 per annum The difference between the initial carrying value that was allocated to the Series B Preferred Stock and its redemption value of $3 million will be charged to retained earnings (with a corresponding increase in the carrying value of the Series B Preferred Stock) over the first five years of the contract as an adjustment to the dividend yield using the level yield method During 201 1 the Company elected to suspend dividend payments For the year ended December 31 2012 total dividends of $3462 had been declared but not paid On February 22 201 3 1 3548387 of common shares were issued to the US Treasury in exchange for the $60 million and $3 million of Fixed Rate Cumulative Preferred Stock Series A and Series B respectively The Treasury subsequently sold those shares to institutional investors at $465 per share In addition the Company paid $6 million of dividends to the Treasury which included 1 00 of past due dividends and dividends due through February 22 2013
Note 20 - Regulatory Matters
The Companys primary source of cash is dividends received from its subsidiary bank The subsidiary bank is subject to certain restrictions on the amount of dividends that it may declare without prior regulatory approva L In addition the dividends declared cannot be in excess of the amount which would cause the subsidiary bank to fall below the minimum required for capital adequacy purposes
Banks and bank holding companies are subject to regulatory capital requirements administered by federal banking agencies Capital adequacy guidelines and additionally for banks prompt corrective action regulations involve quantitative measures of assets liabilities and certain off-balance-sheet items calculated under reg ulatory accounting practices Capital amounts and classifications are also subject to qualitative judgments by regulators Failure to meet capital requirements can initiate regulatory action Management believes as of December 3 1 2014 the Company and Bank meet al l capital adequacy requirements to which they are subject
Prompt corrective action regulations provide five classifications well capitalized adequately capitalized undercapitalized significantly u ndercapitalized and critically undercapitaized although these terms are not used to represent overall financial condition If adequately capitalized regu latory approval is required to accept brokered deposits If undercapitalized capital distributions are limited as is asset growth and expansion and capital restoration p lans are required At year-end 201 4 and 2013 the most recent reg ulatory notifications categorized the Bank as well capitalized under the regulatory framework for prompt corrective action There are no conditions or events since that notification that management believes have changed the institutions category
44
STAN DARD BANCSHARES I NC AND SUBSI DIARI ES
NOTES TO CONSOLIDATED FI NANCIAL STATEMENTS (in thousands except share data)
Note 20 - Regulatory Matters (Continued)
The Banks actual and required capital amounts and ratios are as follows
To Be Well Capitalized U nder
For Capital Prompt Corrective Actual Adeguac[ Puqoses Action Provisions
Amount Ratio Amount Ratio Amount Ratio As of December 31 2014 Total Capital
(to risk-based assets) Company $271 785 143 $ 152226 80 NA NA Bank 269993 1 42 1 52229 80 $1 90286 1 00
Tier I Capital (to risk-based assets) Company 247887 1 30 76 1 1 3 40 NA NA Bank 246093 129 761 14 40 1 14 171 60
Tier I Capital (to average assets) Company 247887 1 08 92 1 26 240 NA NA Bank 246 093 1 07 92 1 09 240 1 1 5 1 36 2 5 0
As of December 31 2013 Total Capital
(to risk-based assets) Company $246213 1 38 $142344 280 NA NA Bank 244607 1 38 1 42 170 280 $ 1 77713 2100
Tier I Capital (to risk-based assets) Company 223444 126 71 1 72 240 NA NIA Bank 221 838 1 25 71 085 240 1 06628 2 60
Tier I Capital (to average assets) Company 223444 1 03 86430 240 NIA NA Bank 221 838 1 03 86450 240 1 08 063 2 50
45
STANDARD BANCSHARES INC AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (in thousands except share data)
Note 21 - Capital Management
The overall objectives of the Companys capital management are to have the availability of sufficient capital to support loan deposit and other asset and liability g rowth and to maintain capital to absorb unforeseen losses or write-downs that are inherent in the business risk associated within the banking industry The Company seeks to balance the need for higher capital levels to address growth and unforeseen risks and the goal to achieve an adequate return on capital invested
In July 201 3 the federal banking agencies issued a final rule revising the regulatory capital rules applicable to most national banks and federal savings associations as well as their holding companies generally beginning on January 1 201 5 The rule implements the Basel Committees December 201 O framework known as Basel I l l for strengthening the international capital standards as wel l as certain p rovisions of the Dodd-Frank Act The final ru le implements a revised definition of regu latory capita l a new common equity Tier 1 minimum capital requirement of 450 and a higher minimum Tier 1 capital requirement of 600 (which is an increase from 400) Under the final rule the total capital ratio remains at 800 and the minimum leverage ratio is 400
Additionally under the final rule in order to avoid l imitations on capital distributions including dividend payments and certain discretionary bonus payments to executive officers a banking organization must hold a 25 capital conservation buffer composed of common equity Tier 1 capital above its minimum risk-based capital requirements The b uffer is measured relative to risk-weighted assets The final rule also enhances risk sensitivity and addresses weaknesses identified by the regulators over recent years with the measure of risk-weighted assets
The new minimum capital requirements will b e effective for the Company on January 1 201 5 whereas the capital conservation buffer and the deductions from common equity Tier 1 capital phase in over time beginning on January 1 201 6
Capital Raise
On February 22 201 3 Standard Bancshares Inc completed its recapitalization by issuing 29864795 shares of common stock at $465 per share for gross proceeds of $ 1 389 million 1 3 548387 of the common shares were issued to the US Treasury (the Treasury) in exchange for the $63 million of Fixed Rate Cumulative Preferred Shares Series A and B The Treasury subsequently sold those shares to I nstitutional Investors at $465 per share An additional 16 316408 of common shares were issued to Institutional Investors and private investors Of the aggregate 29864795 common shares issued 1 9430750 are voting shares and 1 0434045 are mm-voting shares
In conjunction with the recapitalization the Articles of Incorporation of the Company were amended to authorize 20000000 shares of preferred stock at $001 par value No preferred stock has been issued as of December 31 2014
Sto ck Settled Rights (SSRs)
On February 22 201 3 in connection with the recapitalization of the Company the Board of Directors distributed as a dividend in kind 7293407 Stock Settled Rights (SSRs) to the holders of the Common Stock as of the Record Date (November 5 2012) The number of SSRs issued is equal to the product of (i) 03888 and (ii) 18757921 the number Common Shares outstanding as of the Record Date The estimated fair value of the SSRs completed by an independent third party as of September 30 2014 and February 22 201 3 was determined to be approximately $026 per SSR or $1 880 and approximately $021 per SSR or $1 532 respectively Expense recorded related to the SSRs was $1 880 in 2014 No expense was recorded in 201 3
46
STANDARD BANCSHARES INC AND SUBSI DIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (in thousands except share data)
Note 21 - Capital Management (Continued)
Stock Settled Rights (SSRs) (Continued)
The SSRs are structured as common stock dividends to be paid to certain common shareholders of the Company under specific conditions The amount of common stock to be distributed is determined by a formula that considers among other things the value of the outstanding common stock at the Settlement Date Settlement Date is defined as the earlier of (i) the date a liquidity event (an I POrecapitalization or a sale of control) occurs during the term of the SSRs and (ii) the SSR Expiration Date (February 22 201 8) The SSRs will be exercised based on the value of the common shares at that time subject to the Settlement Rate formula
The Accretion Rate is a component of the Settlement Rate It is either an middotannual rate of 80 or 120 with the value determined by the cum ulative economic losses that occur in the loan portfolio from June 30 201 1 to the time the SSRs are settled
On the Settlement Date the Company shall determine the number of shares of Common Stock issuable upon the settlement of an SSR The Settlement Rate shall be calculated based on a formula that considers among other factors the value per share of the common stock on a fully diluted basis reduced by the accretion rate with that number divided by the value per share of common stock on a fully diluted basis
If the Settlement Rate is greater than zero the Company shall issue and deliver to each of the SSR Holders a number of shares of Common Stock equal to the product of (i) the Settlement Rate multiplied by (ii) the number of SSRs held by such H older as reflected in the SSR register as of the close of business on the last Business Day prior to such Settlement Date
In connection with the occurrence of a Liquidity Event on or prior to the Expiration Date the Board of Directors may at its option and in its sole discretion order the redemption and the Company may redeem the SSRs in whole or in part at the redemption price per SSR based on a formula that considers the price per share of Common Stock at which the Company is valued on a fully diluted basis in connection with such Liquidity Event as determined in good faith by the Independent Committee plus a l l cash dividends paid oil the common stock from the date of issuance of the SSRs less $465 accreting on a daily basis at the Accretion Rate
The Company hired an independent third party firm to value the SSRs The following variables were taken into consideration when deriving a value for the SS Rs
1 ) The probability of a liquidity event (sale of control or PO) during the term of the SS Rs 2) The Accretion Rate assigned to the Settlement Rate of the SSRs 3) The estimated value of the Companys common stock at the earlier of a) a liquidity event or b)
the SSR Expiration Date (February 22 201 8) 4) The type of liquidity event that might occur 5) Future value parameters including a) tangible common book value b) earnings and c) market
conditions
The valuation of the common shares at the Settlement Date will depend on the Companys financial condition and the market pricing of financial institution stock both on a stand-alone basis and on a sale of control basis at that time
47
STANDARD BANCSHARES I NC AND SUBSIDIARI ES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (in thousands except share data)
Note 22 - Condensed Financial Statements
The Company was incorporated in I l linois on February 23 1 982 The Company accounts for its investment in subsidiaries under the equity method Under this method the investment is recorded at cost adjusted for the subsidiaries undistributed net income (loss) Presented below are the condensed financial statements of Standard Bancshares I nc (Parent Company Only)
Assets Cash Investment in subsidiaries Other assets
Total assets
CONDENSED BALANCE SH EETS DECEMBER 31 2014 AND 2013
Liabilities and shareholders equity Other liabilities Total stockholders equity
Total liabilities amp stockholders equity
2014 $ 4 163
264242 328
$268733
$ 2685 266048
$268733
CON DENSED STATEMENTS O F I N COME YEARS ENDED D ECEMBER 31 201 4 201 3 AND 201 2
2014 I ncome
Other income $
Expenses 2909 Loss before income taxes and equity in undistributed
earnings of subsidiaries (2909) Income tax benefit 88
Loss before equity in undistributed earnings of subsidiaries (2821)
Equity in undistributed earnings (loss) of subsidiaries 1 7 1 1 5
Net income (loss) 1 4294 Preferred dividends and discount accretion on preferred shares
Net income (loss) applicable to common shareholders $1 4294
48
201 3 $ 2 1 95
248 090 1 944
$252229
$ 322 251 907
$252229
201 3 201 2
$ $ 1
1 747 8539
(1 747) (8538) 291 1 0 1 7
(1 456) (7521) 9 629 (23241) 8 173 (30762) 1 1 24 4090
$ 7049 $(34852)
STAN DARD BANCSHARES INC AND SUBSIDIARIES
NOTES TO CONSOLIDATED FI NANCIAL STATEMENTS (in thousands except share data)
Note 22 - Condensed Financial Statements (Continued)
CONDENSE D STATEMENTS OF CASH FLOWS YEARS ENDED DECEMBER 31 2014 201 3 AND 201 2
Cash flows from operating activities Net income (loss)
Adjustments Equity in undistributed net (income) loss of subsidiaries Amortization Stock based compensation expense ( Increase) decrease in other assets Increase (decrease) in other liabilities
Net cash provided by (used in) operating activities Cash flows from financing activities
Issuance of common stock net of issuance costs Capital contribution to Standard Bank Repayment of note payable Cash Dividends
N et cash provided by financing activities
Net increase (decrease) in cash
Cash - beginning of year
Cash - end of year middot
Supplemental schedule of non-cash financing activities Change in par value on common stock Exchange of preferred stock to common stock
49
2014
$ 1 4294
( 17 1 1 5) 28
782 1 616 2363 1 968
1 968
2 1 95
$ 4 163
$ $
201 3
$ 8 1 73
(9629) 29
441 1 872
(4273) (3387)
68598 (41 500) ( 16 1 00)
(6026) 4972
1 585
6 1 0
$ 2 1 95
$ 4277 $63000
201 2
$(30762)
23241 6 1 67
( 1908) 2 043
( 1 2 1 9)
( 1 2 1 9)
1 829
$ 6 1 0
$ $
FORM FR Y-6
STANDARD BANCSHARES INC
Hickory Hills Illinois Year Ending Dccember31 2014
REPORT ITEM
1 The BHC Is not registered with the SEC Coples of the Annual Report Nil be sent undersepirate cover when completed
2a Organization Chart fo Standard BallCShares Inc
I THE BOULEVARD INC
SL John Indiana 100
JnCQrporated in Indiana
2b Branch Verification
STANDARD BANCSHARES INC Hickory Hills Illinois Jncorporateltl In Illinois
STANDARD BANKAND TRUST COMPANY Hickory Hills llllnois
Incorporated In lllnols 100
I STANDARD REDEVELOPMENT INC
Hickory Hills Illinois 100
Incorporated in Illinois
(Not subject to Y-10 reporting ) Code 91 CE - Liquidation Of debts previously contracted
The branch and lax-kl flStings were emailed to branch revieW on 223115
3 (1) As ofyear-end
Name and Address
Trident SBI Holdings lP Greeffilidl CT
Robert E Gallagher Sr Trust John D Gallagher Trustee Palos Heights IL
The Gallagher Standard Bancshares TR Timolhy J GaJagheuror Trustee Hickory Hitls IL
Pantheon Standard LP San Francisco CA
CohesVe Capital Parners LP New York NY W Capital Partners II LP NewYork NY
Couritrlt of Citizenship or lncorooratlon Number and Percentage Of Voting Serurtties
USA 5662194- 1483
USA 5516086 - 1444
USA 4382666 - 1 t47
USA 3762128-985
USA 2 150537 - S63
USA 2 150537 - 563
Note llle shares in the Robert E Gallagher Sr Tr are voted on by John D Gallagher Director of Standard Bank Tue shares Jn the Gallager Standard Bancshares Tr are voted on by Timolhy J Gallagher Director of Standard Bank
3 (2) OtherSharehofors oat listed in Section 3 (1) above that held more than 5 during the year
None
Resuhs A Ilse of branches forvour holdln1 company STANDARD 8ANCSHARES INC (1245590) or HICKORY HILLS IL
The d1ta are n of 12312014 Data re II Kb information tlat wu received aod processed throuah 01072015
Rconcill1Uon and Vc1Uon St I DI 1 In the DIH Action column of each br111Ch row enter one or mort of the actioru specified below
2 If required enter the date In the Ettcttve Olte column
-OK tf the bnch Information s correct enter OK in the Oita AdJon column
Chi nee If the bndl Information Is Incorrect Of Incomplete revt the data enter Chance In the Dita Action column ind the d11te when this infOfmation first became v1lid In the Effective Ote column
am If a bnch listed was sold or clowd enterOose In tht Dita Action column and the s1e or dosured11te In the EtfectW Olte colurm
Olete If a bru1eh listed wu never owntd by this depository Institution enter Delete In the Oeta Acckgtn column
Add If a rt portable brtinch Is mlsslna lnStrt a row add the branch data ald entu Add In the Olt1 Action column and the opening or acquisition date In the Effecttve Date column
If prntln1 this list you m1y need to adjust your page Utup In MS E11ce1 Try using landscape orientation page sollria andor legal sized paper
Submlnion PfOOtdurbull When you ire finished send a saved copy to vour FRB contact Su the detailed lnlttldlons on this si for more informatlon
II voY are mailinamp this to your FRB conttct put your lnstitutlon name dty and state In the subjact llrie of the e-nWI
Note To satisfy the FR Y-10 reportln1 requirements YoU must tiho submit FR Y-10 Domestic Branth Schedules for each branch with a Data Actlon of Olan1e Close Delete or Add
Thbull FR Y-10 report may be submitted 1n a hardcopy format or 11ia the FR Ymiddot10 OnH11e application middot httpsylOonllnefederalrerve1ov
bull FDtC UNINUM Office Number and ID_RSSO co1unvu ara for reference only Verification of these values is not required
- - 8nch Suvlce Type Branch 10 RSSO ia- terNeme Street Address City
ok FuUServltefHud Officel 19730 STAN OARD BANK ANO TRUST COMPANY 7800 WEST 9STH STREET HICKORY HILLS
ok Full Service 3202168 BOLINGBROOK BRANCH 282 NORTH WEBER ROAD BOLINGBROOK
ok Limited Strvce 4126065 CALUMET CITY 1968 SIBLEY BOULEVARD CALUMET CITY
FullSetvke 3309928 CLARK STREET 8RANOi 3747 NORnt CLARK STREET atlCAGO
ok FullServiett 474339 EWING BRANOf 10635 SOUTH EWING AVENUE CHICAGO
ok Full Servtce 2079925 HEGWISCH BRANCH 13336 SOUTH BALTIMORE AVENUE CHICAGO
ok limited Se-rvke 20817)5 SOUnt DERRING FACILITY 10535 SOVTH TORRENCE AVENUE CHICAGO
Full Service 4099271 THOREK BRANOi 836 WEST IRVING PARK ROAD OUCAGO
ok Full Service 2121280 COAL CITY BRANot 20 SOUTH KANKAKEE COAlCITY
full Service 2809038 EVERGREEN PARK BRANCH 2400 WEST 95TH STREET EVUtGREEN PARK
ok Full Service 3188909 FRANKFORT BRANCH 19997 LA GRANGE ROAD FRANKFORT
Full5etvice 810436 CiARONERBRANCJ1 118 DEPOT STREET GARDNER
ok FultSrvlct 3188897 JOLIET ampRANCJ1 2398 ESSINGTON ROAO JOLIET
Full Service 3439553 LOClCPORT BRANCH 16545 WEST 159TH STREET LOCKPORT
ok Full Service 290931 LYONSlST AVENUE BRANCH 8601 OGDEN AVENUE LYONS
ok Full Service 3671504 MINOOKA BRANCH 515 WESTUS ROUTE 6 MINOOKA
ok LlmltcServfce 2111338 MOAAIS LISBON BRANCH 1433 USBON STREET MORRIS
ok Full Servkt 2809010 MORRIS ROUTE 6 BRANCH 1111 WEST US ROUTpound 6 MORRIS
Ful1 Servlct 2809047 NAPERVILLE BRANCH 1607 NORTH AURORA ROAD NAPERVILLE
ok full 5ervfce 2809056 NEW LENOX BRANCH 456 NELSON ROAD NEW LENOX
Full sMce 2103129 OAK FOREST BRANOf 15901 SOUTH CENTRAL AVENUE OAX FOREST
ok Full SeMct 3490255 OAK LAWN lllTH BRANOf 4700 WEST 111TH STREET OAK LAWN
ok Full Sfrvlce 2096717 OAK LAWN 95TH BRANCH 4001 WEST 95TH STREET OAK LAWN
ok Full Service 2295538 ORLAND PARK BRANCH lSCXJO SOUTH WOLF ROAD ORLAND PARt
State VpCode
IL 60457
IL 60440
IL 60409
IL E06H
IL 00617
IL 0063
IL 00617
IL 60613
IL 60416
IL 60805
IL 6042
IL 60424
IL 60435
IL 60441
IL 60534
I L 60447
IL 60450
IL 60450
IL 60563
IL 60451
IL 60452
IL 60453
IL 60453
IL 60467
County CawN FDICUNINUM Offb Numberbull Haad otfice Head Office 10 RSSD Comments
COOK UNITEO STATES 10748 0 STANOARO BANK ANO TRUST COMPANY 19730
Will UN ITED STATES 419532 34 STANDARD BANK ANO TRUST COMPANY 19730
COOK UNITED STATES 510611 44 STANDARD BANK AND TRUST COMPANY 19730
COOK UNITpound0 STATES 429662 35 STANDARD BANK ANO TRUST COMPANY 19730
COOK UNITED STATES 12089 18 STANDARD BANK AND TRUST COMPANY 73ltgt
COOK UNITED STATES 244100 20 STANDARD BANK ANO TRUST COMPANY 19730
COOK UNITED STATES 244099 19 STANDARD BANK ANO TRUST COMPANY 19730
COOK UNITED STATpoundS 510612 4S STANDARD BANKANDTRUSTCOMPANV 1973ltgt
GRUNDY UNITED STATES 263852 17 STANDARD SANK AND TRUST COMPANY 730
COOK UNITED STATES 13875 4 STAN OARD BANK AND TRUST COMPANY 19730
Will UNITED STATES 357237 15 STAN OARD BANK AND TRUST COMPANY 19730
GRUNDY UNITED STATES 7234 1 STAN DARO BANK ANO TRUST COMPANY 19730
Will UNITED STATES 238ASA 13 STANDARD BANK ANO TRUST COMPANY 19730
Will UNlTEO STATES 450324 38 STAN OARD BANK AND TRUST COMPANY 19730
COOK UNITED STATES 10912 22 STANDARD BANK ANO TRUST COMPANY 19730
GRUNDY UNITED STATES 465426 42 STANDARD BANK AND TRUST COMPANY 1973ltgt
GRUNDY UNITED STATES 266774 16 STANDARD BANK ANO TRUST COMPANY 1730
GRUNDY UNITED STATES 2243S6 10 STANDARD BANK AND TRUST COMPANY 19730
OU PAGE UNITED STATES 238451 6 STANDARD BANK ANO TRUST COMPANY 19730
Will UNITED STATpoundS 238452 11 STAN OARD BANK ANO TRUST COMPANY 19730
COOK UNTED STATES 244101 21 STANDARD BANK AND TRUST COMPANY 19730
COOK UNITED STATES 441863 36 STANDARD BANK AND TRUST COMPANY 19730
COOK UNITED STATES 238447 1 STANDARD BANK AND TRUST COMPANY 19730
COOK UNITED STATES 238450 5 STANDARD BANt AND TRUST COMPANY 19730
ok Fullrvke 2100379 PALOS 11HH BfANOl 11901 SOUTHWEST HIGHWAY PALOSPARIC ll 00464 COOK UNITED STATES 238448 2 STAN DARO BANK AND TRUST COMPANY 19730
ok rulSltVice 2427544 PALOS lllST BRANCH 9700WEST lllST STREET PALOS PARK ll 00464 COOK UNlTEOSTATES 238449 3 STAN DARO BANK AND TRUST COMPANY 19730
ot llmtedSrvke 3490273 NORTH RIVERSIDE BRANCH BJSOWEST CERMAK ROAD RlvtRSlDE ll COOK UNITED STATES 441864 37 STANDARD BANK AND TRUST COMPANY 19730
ot FuLServke 3202171 SHOREWOOD BRANOl 970 BROOK FOREST AVENUE SHOREWOOD It - t UNITED STATES 419531 33 STANDARD BANICANDTRUSTCOMPANY 19730
ok FulSrvlee 3188918 VILLA PARK BfWIOi 1 WESrRoostVrlTROAD VlltAPARIC It 50181 OUPAGE UNITED STATES 238455 14 STANDARDBANKANDTRUSTCOMPANY 19730
ok FulSrvke WllMINGTON BRANCH lOOSSOUTH WATER STREET WILMINGTON It 004 lt UNITED STATES 238453 12 STANDARD BANK AND TRUST COMPANY 19730
ok Fulfrvk 3197031 CHESTERTON BRANCH middot 755 JNDIAN BOUNDARY ROAD OIESTERTON IN PORTER UNITEDSTAlES 275664 32 STANDARD BANK AND TRUST COMPANY 19730
ok ruUrvic 2161D17 EASTCHCAGO BRANCH 4518 lNOANAPOUS BOULEVARD EAST CHICAGO IN 46312 lAKE UNITEDSTAlES 29 STANDARDSANKANDTRUSTCOMPANY 19730
ok Fulrvk 4913n HAMMOND BRANCH 1007 CALUMET AVENUE HAMMOND IN 46324 AKE UNITEDSTAlES 42227 30 STANDARD BANK AND TRUST COMPANY 19730
Fulrvlc 2161D3S HIGHtAND BRANCH 2930 RIDGE ROAD HIGHLAND IN 46322 UNITEOSTAlES 275659 27 STANDARD BANK AND lRUST COMP AN I 19730
ot Futtsrvke 2161044 LOWHl BRANCH 2090 EAST COMMERICALAVENUE LOWELL IN 463Sfgt21r AKE ONITEDSTAlES 275661 28 STANDARD BANK ANDTRUSTCOMPANI 19730
ok Full Srvlce 3439562 MERRlllVlllE BRANCH 579WESTUNCOlN HIGHWAY MERRlllVlllE IN 46410 AKE ONlEO STATES 450325 39 STANDARD BANK AND TRUST COMPANI 19730
ok Full Srvice 453712 SAINT JOHN BRANCH 9321 WICKER AVENUE SAINT JOHN IN 46373middot00 AKE ONtlEDSTATES 42414 26 STANDARD BANK AND rnusr COMPANY 19730
middot
Report ttem 4 Directors and Office (1) Name amp Address
J-Ohn R Barber New York NY
Christopher Doody Ne-vYork NY
1pound1 Pnncipal Occupation [rtmiddotrmiddotwittl BHC
Mariaging Partner eohesiVe ea pita I
Princlpal Storm Point Capital
(3) (bull) TrtiePosition with BHC Diredor
Director
FORM FR Y-9
STANDARD BANCSHARES INC Fiscal YearEnding Decttmber3112014
(3) lb) ltlePosition wffi1 Subsidiaries
NIA
NIA
(3) (c TrtlePosltlon wttn otherbuslne$es
Managtng Partner Cohesive Capital
Principal Stone Point Ciipitit
bull Stone Point ls the manager of the TriOOnt funds which are investment entities that own 25 or morn of the outstanding voting seairities orinlerests in various companles Mr Doody ls an ernployee and officer of Stone Point and is oo deemed to contror S1oria Point or the Trldent Funds He is not a principal securities holder of Stone Point or the Trident Funds The invstmenl committees of the Trident Funds are responsible for voting the shares or such companies and Mr Doody is not a member of the investment committees of the Trident Fonds A sctiedule of such companies in which U1e Trident funds hnve invested is available upon request
John o Gallagher Ortand Park IL
Managing Genera[ Partner OfdlarU Hill Bldg Co
Director Dior-standarU Bank
Managin9 GenerBi Partner Orchard HlllmiddotB1dg Co President Ordiard Hm Building Co Inc
Managing Member Qnhard Hill Construction LLC
Managing Membelt Austin Construction Co bull LLC
Presdenl Bougton Development Co
President ennStructildeg Co lnc
Prestdenl middot Farmingdare Development eomiddot
middotana9in middotRa -middot middot fariTijngdre _Mittwo middot
Pldciit_ _ Fam1r9dale Utilify Co_
Managing Partner Frtz91erald Lad lnvestment Ptshp
(4) a) 1w of Voting Shares in BHC
563
middot1483
14450
(4)(o) (4) (b) Names of othfr companitts 4 of Voting (if 25 ormorl voting Shares in Subs securities a held
NIA
NIA
NIA
NIA
NIA
NIA
NIA
NIA
NIA
NIA
Dryden Cons1rudioo Co Inc 100
NIA
NIA
NIA
Frtzgerald Land Investment Plshp 25
(1) Name amp Mdlt=
John D Gallagher CJriand Pru IL
(2) Principal rbull _ BHC1
(3) (b) TdfePosition wiU1 SubsXfiarics
(J)(c TrtiePttSition wTUi other buslncssts
Trustee-Vote 100 Galla171ormiddot Henr)Tnisl
- Gallagher amp Henry Inc
Prumlaquo GaDaQhef Parloecs LP GB4 Jnc
Managing Partner Gl6mwod DevelopmElnt Co
Managmjl farlnelt Heruy Co Managmo Hermann Umd Investment Ptshp
Managing- Kolarlrugtd I lgthp Preltldeot Kokast -kimes Inc
PreSdenl Coo$trixtioo middotmiddot nc
- -MiAdams 400 Investment Ptshp
Msoagir(Q Partner Meifefl1 id lnpoundiiini _Pthp Managing Partner sr middotGod 1nVeslmoo Pbhp Managiog Partnef
-LampftPtshp TruSt6e
ThOGalfaghmiddotorSliujiini middot Trust
(4) (bull) of Voting Shares in BHC
(4) (b) of Voting Shares In SUbs
Names of other companies frf 25 degmom voting securiDes arn heJd NIA
NIA
NIA
NIA
NIA
NIA
NIA
Hennarm Lnnd Investment Ptshp 25
K6irland lovStrnerrlPiStip 25 NIA
NIA
NIA
Laod lNeStrnloi PlShp 25
df1li3 lfjJrlvtrpnt PWiP 25
Land l hp 25
e(Lao1fl PtShp 25_-xmiddotmiddot middot
standard tWesTrust 25 middot
(1) Name amp Address
Tnnothy J GsJlaghet Burr Ridge IL
(2) Principal Occupation [d other than with BHC)
(J) (a) TrltePosifion wtth BHC
(3)(b) TdiePosffion wittl Subskfcuies
OlaHrnan of the Board
(J) (c) TitlePosition with other businees
PreOOeot Brittany Glen Homeownoc l=gtc Suffield Woods Homeowner Assoc FanntngdaJe Viage Com Assoc fumlogdale Vdlage Com Assoc 2 Misty Meadoyenr Homeowner Assoc 1ltings1on Hills liomeOMler Assoc Gallagheramp Henrys Condos Goodiogs Grove Assoc Ganaghcr amp Heruys Goocfings Grove Umbretia Assoc Farmingdale Vil Cooos of Woodridge Homeowner Assoc Radc5ffe rtMe TOvlfflhomes Assoc
BNC OWnefs Assodatioo
Boughton Woodward Commenial Center LLC su-lgle MembeltUC- GB4 i5 member
Union Poirrte Investors Uc Sing1e MemberlLC- Union PcWe Oevclopmeot Co b member
Uoion POOte Buadlog Venture 1lLC Union 00rt lnvestorn LlC ts member Union Pofrrte Buikfing Venlilre 112 LLC Unton Point nveslor lLC is member
Union Pointe Boikfing Venture 3 LLC Union Poinl lnveslors UC is member
standgtnJ Bank -ALm1 Construction Co LlC
Pminlaquo Frtzyerald Lnnd Investment Pbttp
(lt)(bull) ofVotlng Shares in BHC
11520
(4) (b) ofVotiog Shares in Subs
NIA
Names of other companies (If 25 or l1XgtflJ voting securities aro held
NIA NIA NIA NIA NIA NIA NIA WA NIA NIA NIA
WA
NIA
WA
WA
NIA
NIA
WA
NIA
NIA
NIA
WA
WA
(1) =
Timothy J GJJbghctshyBorr Ridge IL
(2) Principal (if oUJef than wtth BHC)
3 (a) TitlePosition wilh BHC (3) 1c) Trtielosilion with other businesses ampcretuy amp Henry Inc
_ GieoMXgtd Developmeot Co
Partner Hermann Land Investment Pt5hp KOOr land Investment Ptstip
Secret3y Kolcast Homes loo
__ Koamp Construction Co Inc
Secrebgty Ordnrd Hin Buikfing Co Inc
Pa1nelt srrvb land 1ovestrnent Pshp -Smotelt Land Investment Ptshp Trustee- Vote 100 The Gollagher stmdafd
Trust
-- uruoo Pointe Development Co
lt4)(a) ofVotiog Shares in BHC
(4) (b) of Voting Shares In Sobs
tfamos of othcreomnk (lf25 ormoro vo6ng sccuritios arc held
NIA
NIA
NIA
Hennano Land Investment Ptshp 25
Kolar land Investment Pshp 25
NIA
NIA
NIA
Maas Land Investment Ptshp 25
McAdams Iand lnv=tmeni Plshp 25
Medema land lnvestme111 Ptshp 25
NIA
NIA
NIA
Slivka land Investment Plshp 25
SmoterUmd I Ptshp 25
Unkio Pointe Devdopmcot Co 25
(11 (21 Pl (a) 3 (b) 3) c) 4 (a) (4)b) Names of othelt com pan Name amp Adqross princi Occupation TJdcPositiorl TJHePositiorl TrticPosIDon of Voting of Voting [If 25 or mon voting
(if other than with Bl tc) wtth SHC with Subsidiaries with other businesses Shares In BHC Shares in Subs securities are heJd
Timothy J GaUagilet Slaquoretmy GB4 Inc SurRXgeIL GB4 lnc 251
Uoioo Polnte Bonding Venture 3 UC NIA Uoiont PoCnt lnves1ocs LLC is member
Lawraooe P Kelley NIA DirododVJCO Chaifman Oamp-edooVlce Chairman NIA 023lt))1 NIA NIA Pltullt IL PreraquoleoUCEO -0-0
standam Bank
Atampief Ko-arldt NIA DirodOlt Dirodoc NIA 0140 NIA NIA 1-fmsdak ll -
Howrd K Priess JI - deg Dirodoc Solo Pradiltgtoelt 0140 NIA NIA NapeMe IL Standard Bank
Owner White Oak Construction LlC Wh4te Oak Construction LLC 100
Robert A RoslKWt NIA Lead ndepcodeot Director oltedoc NIA D140( NIA NIA QOCago u standanl Bank
Charles E Shomo rv NIA deg Ciredor NIA 013lfI( NIA NIA Bur Ridgo IL standam Bank
Patrick J Hunt NIA _ Executive VPCFO NIA 008 NIA NIA Palos Heights IL EVPCfO standanl Bank
deg Scoltzu NIA Asst VPJAssl Asst VPAsst Secy NIA 00CXgt1 NIA NIA
Everyreen Park IL Sea-- SiandagtO Bank
STANDARD BANCSHARES INC AND SUBSI DIARIES
NOTES TO CONSOLI DATED FI NANCIAL STATEMENTS (in thousands except share data)
Note 1 - Summary of Significant Accounting Policies (Continued)
Trust Assets and Fees
Assets held in a fiduciary or agency capacity are not included in the consolidated balance sheets since such items are not assets of the Company_ Income from trust fees is recorded when received This income does not differ materially from trust fees computed on an accrual basis
Cash Flows
The Company considers al l cash and due from banks cash advanced under ATM funding agreements interest-bearing deposits in other banks and federal funds sold to be cash equivalents for the purposes of the statements of cash flows
Reclassification
Certain reclassifications have been made in the prior year financial statements to conform with the current year presentation with no effect on net income or shareholders equity
New Accounting Pronouncements
In January of 2014 the Financial Accounting Standards Board (FASB) issued guidance to clarify when an in substance repossession or foreclosure occurs and an entity is considered to have received physical possession of the residential real estate property such that a loan receivable should be derecognized and the real estate property recognized Additionally the guidance requires interim and annual disclosure of the amount of foreclosed residential real estate property held by the entity and the recorded investment in consumer mortgage loans collateralized by residential real estate property that are in the process of foreclosure according to local requirements of the applicable jurisdiction The guidance is effective for annual and interim periods beginning after December 15 2014 and can be applied retrospectively or prospectively Management does n ot expect the adoption of this guidance will materially impact the Companys financial condition resu lts of operations or liquidrty_
In January 2014 the FASB amended existing guidance to eliminate the effective yield election and to 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 Disclosures for a change in accounting principle are required upon transition The amendment is effective for annual and interim periods beginning after December 15 2014 Adoption of this standard is not expected to have a material effect on the Companys financial condition or results of operations
Subsequent Events
Management reviewed subsequent events for recognition and disclosure through March 13 2015 which is the date the financial statements were available to be issued_
14
STANDARD BANCSHARES INC AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (in thousands except share data)
Note 2 - Cash and Cash Equivalents
The Companys banking subsidiary is required by the Federal Reserve Bank to maintain certain average cash reserve balances The required reserve balance at December 31 2014 and 2013 was $1 7889 and $ 1 7 395 respectively
The nature of the Companys business requires that it maintain amounts due from banks federal funds sold and interest-bearing deposits in other banks which at times may exceed federally insured limits Management monitors these correspondent relationships and the Company has not experienced any losses in such accounts
Note 3 - Investment Securities
Carrying amounts and fair values of investment securities were as follows
December 3 1 2014 December 31 2013 Gross Gross Gross Gross
Amortized Unrealized Unrealized Fair Amortized Unrealized Unrealized Fair Cost Gains Losses Value Cost Gains Losses Value
Held-to-maturity
Mortgage-backed $ 266 $ 18 $ $ 284 $ 378 s 25 $ - $ 403 securlties - residential
States and political subdivisions 2230 2230
Trust preferred security 1 392 (342) 1 050 1384 372) 1012
Total held-to-maturity 3888 18 (342) 3564 1762 25 (372) 1 415
Available-for-sale US g overnment-sponsored 1 46410 72 (1 75) 1 46307 1 24245 186 124431
entities and agencies
Mortgage-backed securities - residential 3436 232 3668 1 1287 916 12203
Equity securtties 4235 184 441 9 2235 735 (16) 2954
Total available-for-sale 154081 488 (175) 154394 137767 1837 (16) 139588
Total investment securities $157969 $506 $(517) S157958 $1 39529 $1862 $ (388) $141 003
15
STANDARD BANCSHARES INC AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (in thousands except share data)
Note 3 - Investment Securities (Continued)
The amortized cost and fair value of debt securities at December 31 2014 by contractual maturity are shown below Maturities may differ from contractual maturttie in mortgage-backed securities -residential because the mortgages underlying the securities may be called or repaid without any penalties Equity securities have no maturity therefore these securities are not included in the maturity categories in the following summary
Amounts maturing in
One year or less After one year through five years After five years through ten years Over ten years Mortgage-backed securities - residential Equity securities
Total
Securities Held-to-maturity
Amortized Fair Cost Value
$2155 $2155 75 75
1392 1050 266 284
3 888 3 564
Securities Avaiiable-for-sale
Amortized Fair Cost Value
$ 33447 $ 33486 112963 112821
3436 3668 4 235 4 419
154 081 154 394
Equity securities include $4027 of Community Reinvestment Act (CRA) eligible mutual funds and $392 in Fannie Mae and Freddie Mac preferred stock
The proceeds from sales of securities available-for-sale and the associated gains and losses are listed below for the year ended 2014
Proceeds
Gross gains Gross losses
There were no sales of securities in 2013 or 2012
$6375
611
Investment securities with a carrying value of $115645 and $135656 at December 31 2014 and 2013 respectively were pledged to secure public deposits short-term borrowings and for other purposes required or permitted by law
Information pertaining to securities with gross unrealized losses at December 31 2014 and 2013 aggregated by investment category and length of time that individual securities have been in a continuous loss position follows
16
STANDARD BANCSHARES INC AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (in thousands except share data)
Note 3 - Investment Securities (Continued)
Less Than 1 2 Months
December 31 201 4
Held-to-maturity Trust preferred security
Available-for-sale US government-sponsored
entities and agencies
Fair Value
$
$76908
Gross Unrealized
Losses
$
$(1 75)
1 2 Months or Greater
Fair Value
$ 1 050
$
Gross Unrealized
Losses Fair Value
$(342) $ 1 050
$ $76908
Total Gross
Unrealized Losses
$ (342)
$ (1 75)
Less Than 1 2 Months 1 2 Months or Greater Total Gross Gross Grnss
Fair Unrealized Unrealized Unrealized December 31 2013 Value Losses Fair Value Losses Fair Value Losses
Held-to-maturity Trust preferred security $ $ $ 1 012 $(372) $ 1 0 1 2 $ (372)
Available-for-sale Equity securities $1 984 $ (1 6) $ $ $ 1 984 $ (1 6)
Management evaluates securities for other-than-temporary impairment at least on a quarterly basis and more frequently when economic or market concerns warrant such evaluation Consideration is given to (1) the length of time and the extent to which the fair value has been less than cost (2) the financial condition and near-term prospects of the issuer and (3) the intent and ability of the Company to retain its investment in the issuer for a period of time sufficient to allow for any anticipated recovery in fair value
The Company had seventeen securities in a loss position at December 31 2014 One security is a trust preferred security with an amortized cost of $1 392 and an unrealized loss of $342 The other sixteen securities are government sponsored entity and agency securities with an amortized cost of $77083 and an unrealized loss of $175
The unrealized loss on the trust preferred security and government-sponsored entities and agencies were related to changes in interest rates and illiquidity in the financial services industry Management has evaluated the prospects of the issuer in relation to the severity and duration of the impairment Based on that evaluation and managements ability and intent to hold those investments for a reasonable period of time sufficient for a forecasted recovery of fair value management does not consider those investments to be other-than-temporarily impaired at December 31 201 4
17
STANDARD BANCSHARES INC AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (in thousands except share data)
Note 4 - Loans
Major Classifications of loans are as follows
Construction and land development Commercial Commercial real estate non-owner occupied Commercial real estate owner occupied Residential real estate Consumer
Total
Origination fees - net of costs Allowance for credit losses
Loans net
201 4 $ 110343
449341 427043 569269 1 18612
97066
1 771 674
( 1 023) (26320)
$1744331
2013 $ 140294
324898 4 1 9775 550900 1 1 7 343 1 08664
166 1 874
(984) (40895)
$161 9995
Construction loans are generally based upon estimates of the cost and value associated with the construction of the property Construction loans often involve the disbursement of substantial funds with repayment primarily dependent upon the success of the completed project Sources of repayment for these types of loans may be permanent loans from long-term lenders or sales of developed property Generally these loans have a higher risk profile than other real estate loans due to their repayment being sensitive to real estate values interest rate changes governmental regulations of real property demand and supply of similar projects the availability of long term financing and changes in general economic condition
Commercial loans are primarily lines of credit and equipment loans that are secured by accounts receivable inventory fixed assets and sometimes with real estate These loans are repaid through the operating cash flow of the company The increase in commercial loans was due to generally improved business activity resulting from the stabilizing economy and our focus on generating growth in this category of lending in order to better diversify our commercial portfolio Commercial loans are underwritten after evaluating and understanding the borrowers ability to operate its business
Underwriting standards are designed to ensure repayment of loans and mitigate loss exposure As part of the underwriting process the Company examines current cash flows to determine the ability of the borrower to repay its obligations as agreed Commercial loans are primarily made based on the identified cash f lows of the borrowers and secondarily on the underlying collateral provided by the borrower
Commercial real estrite locins consisted primarily of loans to business owners and developersinvestors in owner and non-owner occupied commercial properties The Company classifies the properties into owner-occupied which represents loans where more than 50 of the rental income is from the owner of the property or a related company and non-owner occupied represents loans where less than 50 of the rental income is from the owner of the property Non-owner occupied can include 5-unit or more apartment buildings retail office buildings hotels warehouse and industrial properties Repayment will come from the rental income paid by the tenants or owner Commercial real estate loans are subject to underwriting standards and processes similar to commercial loans in addition to those standards and processes specific to real estate Commercial real estate lending typically involves higher loan principal amounts and the repayment of the loans is largely dependent upon the successful operation of the property securing the loan or the business conducted on the property securing the loan Commercial real estate loans may be more adversely affected by conditions in the real estate market or in the general economy The properties securing the Companys commercial real estate portfolio are diverse in terms
1 8
STANDARD BANCSHARES INC AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (in thousands except share data)
Note 4 - Loans (Continued)
of type and geographic location within our market area Management monitors and evaluates real estate loans based on cash flow collateral location and risk grade criteria
The residential real estate portfolio consists of 1-4 family first lien loans secured by the borrowers home and are generally within our market area Any loans outside our market area are to customers with homes or businesses in our market areas
The consumer loans consist of loans to individuals for consumer purposes home equity loans home equity lines of credit and second mortgages Consumer loans are centrally underwritten utilizing various loan policy guidelines that take into consideration the borrowers ability to repay and the collateral offered
At December 31 2014 and 2013 certain officers directors and companies in which they have beneficial ownership were indebted to the Bank in the aggregate amount of $32267 and $36457 respectively During 2014 no new loans were made to such related parties and net repayments on existing loans amounted to $4 1 90 During 2013 new loans made to such related parties amounted to $389 and net repayments on existing loans amounted to $2082
19
STANDARD BANCSHARES INC AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (in thousands except share data)
Note 4 - Loans (Continued)
All owance fo r Credit L osses
Following is a summary of the activity in the allowance for credit losses
Commercial Commercial Real Estate Real Estate Non-owner Owner Residential
December 31 2014 Construction Commercial Occu12ied Occu12ied Real Estate Consumer Total
Allowance for loan losses
Beginning balance $ 16575 $ 2072 $ 3390 $ 1 2255 $ 3545 $ 3057 $ 40895
Provision for credit losses (1 945) 1981 5370 (3859) 193 1 228 2967
Loans charged-off (1 1 039) ( 1 717) (4247) (2632) (475) (994) (211 04)
Recoveries 2 833 _llsect 200 __sectQ __fil1_ 3 562
Total ending allowance balance $_JJA23 L2A28 $_A79j_ $ 5 955 $ 3 323 $ 26 320
Commercial Commercial Real Estate Real Estate Non-owner Owner Residential
December 31 2013 Construction Commercial Occu12ied 0CCUQied Real Estate Consumer Total
Allowance for loan losses
Beginning balance $17755 $ 4168 $ 1 3052 $ 18109 $ 3317 $ 2805 $ 59206
Provision for credit losses 6401 (724) (839) 2310 742 861 8751
Loans charged-off (7635) (1472) (1 0720) (8237) (515) (659) (29238)
Recoveries _M __jQQ ---1sectfil 74 __ 1 -2Q --2J1sect Total ending allowance balance $16 57S $2J)72 $ 3 390 $ 12 256 L351s UD57 $ 40 895
Commercial Commercial Real Estate Real Estate Non-owner Owner Residential
December 31 2012 Construction Commercial Occu12ied 0CCUQied Real Estate Consumer Total
Allowance for loan losses
Beginning balance $13016 $ 3214 $ 5275 $ 11620 $ 1975 $ 1860 $ 36960
Provision for credit losses 791 6 4614 8620 6815 3149 2270 33384
Loans charged-off (6354) (3937) (917) (401) (1841) (1362) (14812)
Recoveries ---11lZ _____fl_ 74 75 ___M ___E 3 674
Total ending allowance balance $1L155 $A1fill iil3 052 gt rn ms $ 3 3JZ $ 2 605 $ 59 206
20
STANDARD BANCSHARES INC AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (in thousands except share data)
Note 4 - Loans (Continued)
The following tables present the balance of the allowance for loan losses and the recorded investment in loans by portfolio segment and based on impairment method
December 31 201 4
Allowance for Joan losses
Ending balance individually evaluated for impainnent
Ending balance collectively evaluated for impainnent
Total ending allowance
Loans Ending balance individually evaluated
for impainnent Ending balance collectively evaluated
for impainnent
Total ending loan balances
Oecember 31 2013
Allowance for loan losses
Ending balance individually evaluated for impainnent
Ending balance collectively evaluated for impainnent
Total ending allowance
Loans Ending balance individually evaluated
for impainnent Ending balance collectively evaluated
for impainnent
Total ending Joan balances
Construction
s 5136
1 287
_$ 6 423
$ 20252
90 091
$jj0 343
Construction
$ 14662
1 913
_$ J6 szs
$ 35249
1 05 045
S140 29plusmn
Commercial
$ 601
1 827
_$ 2 428
$ 871
448470
$449 34j
Commercial
$ 461
1 6 1 1
$ 2 OZ2
$ 2294
322604
$32plusmn 888
2 1
Commercial Real Estate Non-owner Occupied
$ 1 373
3 41 8
$ 4Z9J
$ 1 5345
411 698
$427 043
Commercial Real Estate Non-owner Occupied
$ 1 865
1 525
$ 3 390
$ 1 5176
404 599
$4J9 ZZ5
Commercial Real Estate
Owner Occupied
$ 5 1 6
5 449
_$ 5 965
$ 6706
562563
$569 269
Commercial Real Estate
Owner Occupied
$ 3331
8 925
$ j2 256
$ 1 7201
533699
$550 900
Residential Real Estate
$ 1 665
1 658
$ 3 323
$ 5795
1 1 2817
$118 612
Residential Real Estate
$ 1 496
2 049
$ 3 545
$ 3799
1 1 3 544
S1H 343
Consumer Total
s 2 160 s 1 1 451
1 230 14 869
_$ 3 GO $ 76320
s 4377 $ 53346
92689 1 71 8328
_$ 97 066 $j Vj 674
Consumer Total
s 1 334 $ 23149
1 723 17 746
$ 3 057 $ 40 895
$ 3592 $ 77311
1 0 5072 1 584 563
S10B 664 S1 661 8Z4
STANDARD BANCSHARES INC AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (in thousands except share data)
Note 4 - Loans (Continued)
The following tables present loans individually evaluated for impairment by class of loans
Unpaid Allowance for Average Principal Recorded Loan Losses Recorded
December 31 2014 Balance Investment Allocated Investment
Wrth no related allowance recorded Construction $1 4349 $ 2200 $ $ 2824
Commercial 1 866 266 623
Commercial real estate non-owner occupied 12128 1 0392 1 1 282
Commercial real estate owner occupied 1 0541 3771 3617
Residential real estate 999 999 1 1 58
Consumer 2 557 ____1MQ --- -----1m Subtotal $42440 $1 91 87 _$ __
- $20780
With an allowance recorded
Construction $24344 $1 8052 $5 136 $27023
Commercial 605 605 601 1 498
Commercial real estate non-owner occupied 7149 4953 1 373 4132
Commercial real estate owner occupied 3163 2935 5 1 6 8607
Residential real estate 4796 4796 1 665 3736
Consumer _____bill_ _____bill_ ____lJ_sectQ 2 997
Subtotal $42875 $34159 $1 1 451 $47993
Construction $38693 $20252 $5136 $29847
Commercial 2471 871 601 2121
Commercial real estate non-owner occupied 1 9277 1 5345 1 373 1 5414
Commercial real estate owner occupied 1 3704 6706 5 1 6 1 2224
Residential real estate 5795 5795 1 665 4894
Consumer 5 375 4 377 ____lJ_sectQ 4 273
Total $1U51 S6JUL1
22
Interest Income
Recognized
$ 460
69
361 2 1 9
5 1
___g $ 11 92
$ 325 1 1
72
1 1 5
1 20
$ 676
$ 785
80
433
334
1 71
-----2i $1 868
STANDARD BANCSHARES INC AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (in thousands except share data)
Note 4 - Loans (Continued)
Unpaid Allowance for Average Interest
Principal Recorded Loan Losses Recorded Income December 31 201 3 Balance Investment Allocated Investment Recognized
With no related allowance recorded Construction $ 3440 $ 2790 $ $ 6783 $ 1 5
Commercial 1 761 1 761 1 828 76
Commercial real estate non-owner occupied 9051 9051 1 0068 410
Commercial real estate owner occupied 3664 341 3 1 368 84
Residential real estate 1 284 1 284 1 254 26
Consumer 1 477 ------1Jn --- ____1dQsect_ ___2Q Subtotal $20677 $1 9426 L____ $22809 LJill
With an allowance recorded
Construction $41 71 0 $32459 $1 4662 $32 188 $ 671
Commercial 533 533 461 499 6
Commercial real estate non-owner occupied 6125 6125 1 865 1 1 128 45
Commercial real estate owner occupied 20172 1 3788 3331 1451 6 318
Residential real estate 25 1 5 251 5 1 496 2170 1 01
Consumer 2 465 2 465 Subtotal $73520 $57885 $23149 $62354 llill
Construction $45150 $35249 $14662 $38971 $ 686 Commercial 2294 2294 461 2327 82
Commercial real estate non-owner occupied 1 5176 1 5176 1 865 21 1 96 455
Commercial real estate owner occupied 23836 17201 3331 15884 402
Residential real estate 3799 3799 1 496 3424 1 27
Consumer 3 942 3592 3 361 ___sectpound Total $M1_9Z $77 311 $23 149 $ll_5_1fill $1 814
23
STANDARD BANCSHARES INC AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (in thousands except share data)
Note 4 - Loans (Continued)
Unpaid Allowance for Average Interest
Principal Recorded Loan Losses Recorded Income December 31 2012 Balance I nvestment Allocated I nvestment Recognized
With no related allowance recorded Construction $ 2712 $ 1 819 $ $ 3600 $ 346
Commercial 1 763 1 410 1 931 7
Commercial real estate non-owner occupied 1 448 1 448 2451 1 5
Commercial real estate owner occupied 2238 2238 9805 60
Residential real estate
Consumer ---1Jlllli - ---1Jm --- ---
Subtotal $1 0056 $ 741 3 L___ $1 9690
With an allowance recorded Construction $43737 $ 39645 $12359 $45048 $ 455
Commercial 270 270 271 276
Commercial real estate non-owner occupied 27925 27489 1 1 777 20670 709
Commercial real estate owner occupied 4584 4584 1 782 4252 88
Residential real estate 3824 1 622 802 3842 88
Consumer 2885 ____LlQsect ______lQg Subtotal $83225 $ 7481 6 $27300 $76986 $ 1 373
Construction $46449 $41 464 $1 2359 $48648 $ 801 Commercial 2033 1 680 271 2207 7
Commercial real estate non-owner occupied 29373 28937 1 1 777 23121 724
Commercial real estate owner occupied 6822 6822 1 782 14057 148
Residential real estate 3824 1 622 802 3842 88
Consumer 4 780 1 704 ______lQg _isectQ1 ___TI Total Sfil281 $R222_9_
Interest income recognized includes interest accrued and collected on the outstanding balances of accruing impaired loans as well as interest cash collections on non-accruing loans and impaired loans for which the ultimate collectability of principal is not certain
24
STANDARD BANCSHARES INC AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (in thousands except share data)
Note 4 - Loans (Continued)
The following is an analysis of the age of the recorded investment in past due and nonaccrual Joans
December 31 2014
Construction
Commercial Commercial real estate
non-owner occupied Commercial real estate
owner occupied Residential real estate
Consumer
Total
December 31 201 3
Construction
Commercial Commercial real estate
non-owner occupied Commercial real estate
owner occupied
Residential real estate
Consumer
Total
Credit Qu ality Indicators
30-59 days
$ 398
714
122 726
1 457
30-59 days
$
1 89
41
61
907
_____sectQl_ $2 061
90 days or more past
due and 60-89 days accruing
$ 72 $
1 53
290 533
1 1 5 944 1 5
_filsect ___fil_ S2115 $_Z1fi
90 days or more past due and
60-89 days occruing
$ 672 $
66
770
395 1 9
886 248
-11sect _____sect $2 907 $_3j_Q
Total Past Current Non-accrual Due Loans Total
$20252 $20722 $ 89621 $ 1 1 0343
871 1 738 447603 449341
7291 81 1 4 41 8929 427043
26 1 2 2849 566420 569269 6424 8109 1 1 0503 1 1 861 2
4 039 6235 90 831 97 066
$41 489_ $1 723 907 $1 V1 674
Total Past Current Non-accrual Due Loans Total
$1 7361 $18033 $ 1 22261 $ 1 40294
479 734 324164 324898
6230 7041 412734 41 9775
131 08 13583 537317 550900
551 8 7559 1 09784 1 1 7343
4 1 76 5200 1 03 464 1 08 664
$52 150 $1 609 724 $1 661 874
The Company categorized its non-homogenous Joans into risk categories based on relevant information about the ability of borrowers to service the debt such as among other factor$ current financial information historical payment experience credit documentation public information and current economic trends The Company analyzes loans individually by classifying the Joan as to credit risk This analysis is done annually on a Joan by loan basis The Company uses the following definitions for classified risk ratings
Pass Loans classified as Pass are considered to be performing Joans that have adequate cash flow andor collateral based upon our underwriting process
Special Mention Loans classified as special mention have a potential weakness that deserves managements close attention If left uncorrected these potential weaknesses may result in deterioration of the repayment prospects for the Joan or of the institutions credit position at some future date
25
STANDARD BANCSHARES INC AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (in thousands except share data)
Note 4 - Loans (Continued)
Substandard Loans designated as substandard are inadeq uately protected by the current net worth and paying capacity of the obligor or the collateral pledged if any Loans have a wellshydefined weakness or weaknesses that jeopardize the liquidation of the debt They are characterized by the distinct possibility that the Bank will sustain some loss if the deficiencies are not corrected
Performing Not Rated Loans classified as Performing Not Rated are considered to be performing loans at the time of u nderwriting but historically ones in which we do not obtain updated financial information after the loans are originated These are generally consumer loans first mortgage home loans and home equity loans
Loans not meeting the criteria above are analyzed individually as part of the above described process and are considered to be unclassified loans Based on the most recent analysis perfornied the loan risk classifications are as follows
Special Performing December 31 2014 Pass Mention Substandard Not Rated Total
Construction $ 80127 $ 7719 $ 21249 $ 1 248 $ 1 1 0343
Commercial 442867 4915 1 559 449341
Commercial real estate non-owner occupied 399762 1 8880 8401 427043
Commercial real estate owner occupied 531 31 5 27295 1 0659 569269
Residential real estate 29747 1 1 9 8250 80496 1 1 8612
Consumer 8 91 0 312 5 939 81 905 97 066
Total $1 192 728 $ 59240 $ 56 057 SJ63 649 S1 ZZJ 6H
Special Performing December31 2013 Pass Mention S ubstandard Not Rated Total
Construction $ 90330 $ 9396 $ 37394 $ 3174 $ 1 40294
Commercial 309074 1 0445 4489 890 324898
Commercial real estate non-owner occupied 400738 10570 8467 419775
Commercial real estate owner occupied 502095 1 0840 37965 550900
Residential real estate 3567pound 1 09 7881 73677 1 17 343
Consumer 9 099 -----1fill 7 828 89 826 1 08664
Total SJ 47 OJ2 M32Z1 $104 021 S167 567 $1 661 871
The Bank considers the performance of the loan portfolio and its impact on the allowance for loan losses For residential and consumer loan classes the Bank evaluates credit q uality based on the payment and aging status of the loan Payment status is reviewed on a q uarterly basis with respect to determining adequacy of the allowance for Joan losses
26
STAN DARD BANCSHARES INC AND SUBSI DIARIES
NOTES TO CONSOLI DATED FI NANCIAL STATEMENTS (in thousands except share data)
Note 4 - Loans (Continued)
Tro ubled Debt Restructurings (TOR)
Loans classified as TD Rs totaled $1 8541 as of December 31 201 4 of which $1 5665 were performing and $2876 were on non-accrual loans classified as TDRs totaled $1 8095 as of December 31 201 3 of which $1 6596 were performing and $1 499 were on non-accrual
The Bank has allocated $1 797 and $ 1 3 1 4 in specific reserves to customers whose loan terms have been modified in troubled debt restructurings as of December 31 201 4 and 201 3 The Bank has committed to lend additional amounts of $45 and $26 as of December 31 201 4 and 201 3 to customers with outstanding loans that are considered to be troubled debt restructurings These loans involved the restructuring of terms to allow customers to mitigate the risk of foreclosure or default by meeting a lower loan payment requirement based upon their current cash flow These may also include loans that renewed at existing contractual rates but below market rates for comparable credit For commercial loans these m odifications typically include a lowering of the interest rate on the loan In some cases the modification will include separating the note into two notes with the first note structured to be supported by current cash flows and collateral and the second note made for the remaining unsecured debt The second note is charged off immediately and collected only after the first note is paid in full This modification type is commonly referred to as an A-B note structure For consumer mortgage loans the restructuring typically includes a lowering of the interest rate to provide payment and cash flow relief For each restructuring a comprehensive credit underwriting analysis of the borrowers financial condition and prospects of repayment under the revised terms is performed to assess whether the structure can be successful and that cash flows will be sufficient to support the restructured debt Anmiddot analysis is also performed to determine whether U1e restructured loan should be on accrual status Generally if the loan is on accrual at the time of restructure it will remain on accrual after the restructuring In some cases a nonaccrual loan may be placed on accrual at restructuring if the loans actual payment h istory demonstrates it would have cash flowed under the restructured terms After six consecutive payments under the restructured terms a nonaccrual restructured loan is reviewed for possible upgrade to accruing status
As with other impaired loans an al lowance for loan loss is estimated for each TOR based on the most likely source of repayment for each loan For impaired loans secured by real estate that are collateral dependent the allowance is computed based on the fair value of the underlying collateral For impaired loans where repayment is expected from cash flows from business operations the allowance is computed based on a discounted cash flow computation
27
STANDARD BANCSHARES INC AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (in thousands except share data)
Note 4 - Loans (Continued)
Troub led Debt Restructurings (TOR) (Continued)
The following table presents loans by c lass modified as troubled debt restructurings that occurred during the years ended December 31 2014 and 2013
Pre- Post-modification modification
Number outstanding outstanding 2014 of loans recorded recorded
investment investment Construction 1 $ 706 $ 813 Commercial real estate owner occupied 2 483 564 Residential real estate 3 1206 1 206 Consumer 5 563 563
Total 11 $2958 $3146
2013 Commercial real estate non-owner occupied 3 $14371 $ 8 670 Commercial real estate owner occupied 3 3505 3581 Commercial 2 1758 1804 Residential real estate 1 403 403
Total 9 $20037 $1 4458
The troubled debt restructurings modified in 2014 and 2013 described above increased the allowance for credft losses by $784 and $317 and did not result in any post-modification charge offs during the years ended December 31 2014 and 2013 respectively
28
STAN DARD BANCSHARES I NC AND SUBSIDIARI ES
NOTES TO CONSOLI DATED FI NANCIAL STATEMENTS (in thousands except share data)
Note 4 - Loans (Continued)
Tro uble d Debt R estructurings TOR ) (Continued)
The following table presents troubled debt restructurings by class and type of modification that occurred during the years ended December 31 2014 and 2013
AB Note Rate Restructure Reduction
2014 Construction $ $ -
Commercial real estate owner occupied 48
Residential Real Estate Consumer 218
Total $ $266
AIB Note Rate Restructure Reduction
2013 Commercial real estate non-
owner occupied $13901 $ 470 Commercial real estate
owner occupied 3073 Commercial 1758 Residential Real Estate 403
Total $13901 $5704
29
Rate Reduction
To Pay amp Advance Taxes of Funds
$ $ 706
435
$435 $ 706
Rate Reduction
To Pay amp Advance Taxes of Funds
$ $
432
$432 $
I nterest Only
Period
$
1206 345
$1551
I nterest Only
Period
$
$
Total
$706
483 1206
563 $2958
Total
$14371
3505 1758
403 $20037
STANDARD BANCSHARES I NC AND SUBSI DIARIES
NOTES TO CONSOLI DATED FINANCIAL STATEMENTS (in thousands except share data)
Note 4 - Loans (Continued)
Troubled Deb t Restru cturings (TOR) (Continued)
The following table presents loans by class modified as troubled debt restructurings for which there was a payment default within twelve months fol lowing the modification during the year ended December 3 1 2014 There were no payment defaults within twelve months following the modification during the year ended December 31 201 3
2014 Commercial
N umber of loans
1
Recorded Investment
$1 600
The troubled debt restructurings that subsequently defaulted in 2014 described above increased the allowance for credit losses by $233 during the year ended December 31 2014 In 2013 there were no troubled debt restructurings for which there was a payment default within twelve months following the modification The troubled debt restructurings resulted in $1600 of charge offs during the year ended December 31 201 4 The troubled debt restructurings did not result in any charge offs during the year ended 2013
Note 5 - Mortgage Servicing Rights
Following is a summary of the activity for mortgage servicing rights
Beginning balance Costs capitalized Accumulated amortization
Ending balance
2014 $ 2726
544 (835)
$ 2 435
2013 $ 2169
1 339 (782)
$ 2 726
2012 $ 1525
1434 (790)
$ 2 169
The aggregate fair value of mortgage servicing rights is based on fundamental analysis and the present value of expected future cash inflows In estimating fair value assumptions have been made regarding prepayment default and interest rates Mortgage servicing rights do not trade in an active market with readily observable prices The Company uses an independent third party to determine the fair value of mortgage servicing rights by estimating the fair value of the future cash flows associated with the mortgage loans being serviced Key economic assumptions used in measuring the fair value of mortgage servicing rights include but are not limited to prepayment speeds discount rates delinquencies and costs to service
A fair market estimate was completed by an independent third party in November 201 4 to determine the amount at which the asset could be exchanged in a current transaction between willing parties other than in a forced liquidation or sale Fair value was estimated based in part on the discounted future cash flows estimated to be received The evaluation used a discount rate for each pool of loan servicing rights which is intended to represent the estimated market yield and estimated cash flow for each pool of servicing rights by utilizing an assumed prepayment speed based on the characteristics of each pool No assurance can be given that the actual prepayments will conform to the prepayment speeds assumed The calculated fair value was compared to market values where possible to ascertain the reasonableness of the valuation in relation to the current market expectations
Mortgage servicing rights outstanding Estimated fair value as a percentage of loans serviced Principal value of loans serviced Estimated fair value of servicing rights outstanding
30
201 4 $ 2435
083 $394217 $ 3272
201 3 $ 2726
083 $382221 $ 3 1 72
STANDARD BANCSHARES INC AND SUBSIDIARIES
NOTES TO CONSOLI DATED FINANCIAL STATEMENTS (in thousands except share data)
Note 6 - Premises and Equipment
Major classifications of these assets are summarized as follows
Land Bank premises Furniture and equipment
Accumulated depreciation Premises and equipment - net
2014 $ 21 699
58 179 31 388
1 1 1 266 (50352)
$ 609 14
201 3 $ 2361 0
69 1 33 44467
1 3721 0 (71 428)
$ 65782
Depreciation expense amounted to $3479 $3668 and $3949 in 2014 201 3 and 2012 respectively_
The Company sold land buildings and vehicles for total proceeds of $1 824 $2 and $1 8 resulting in gross gains on sales of $49 1 $1 and $ 1 8 in the years ending December 3 1 2014 201 3 and 201 2 respectively
In December 2014 the Company signed a definitive agreement to enter into a sale-leaseback of land and buildings for two of its locations The Company designated $ 1 462 of premises as held for sale No write-down was taken at the time of transfer as the assets were anticipated to be sold at a gain In February 2015 the Company closed on a transaction a portion of the gain on sale was recognized in non-interest income The remaining gain was deferred and will be amortized into non-interest income over the lease term
Note 7 - Other Real Estate Owned
Activity in other real estate owned is summarized as followsmiddot
Beginning balance Acquired through or in lieu of foreclosure Proceeds from sales Gain (loss) on sales Write down on other real estate owned
Ending Balance
2014 $ 1 2 930
6 035 (2004)
426 ( 1 1 54)
$1 6233
2013 $1 6896
3 912 (51 35)
170 (2913)
$1 2930
201 2 $ 1 1 496
1 2 1 08 (4096)
(1 36) (2476)
$ 1 6 896
Operating expenses associated with other real estate owned net of write-downs on other real estate owned were $498 $1 96 and $976 in 2014 201 3 and 201 2 respectively
Note 8 - Intangibles
Core deposits Accumulated amortization Core deposits net
2014 2013
$ 8946 (7798)
$ 1 148
$ 8946 (7 1 05)
$ 1 841
Amortization expense amounted to $693 $789 and $885 in 2014 2013 and 20 12 respectively Core deposit intangibles are amortized over an estimated life of fifteen years
middot----- l n-201-2-the-Gompany-reGorded-a-ful l-write-down-of-$239g7-of-goodwill-as-it-was-determined-t0-be--shy
impaired_
3 1
STAN DARD BANCSHARES INC AND SUBSI DIARIES
NOTES TO CONSOLI DATED FI NANCIAL STATEMENTS (in thousands except share data)
Note 9 - Bank Owned Life Insurance
The Bank acquired life insurance policies through prior bank acquisitions and by direct purchase At December 3 1 2014 and 2013 the cash surrender value of these policies was $48470 and $47033 respectively No additional l ife insurance was purchased during 2014 or 2013
Note 10 - Deposits
Deposits at December 3 1 2014 and 2013 by major category are as follows
Demand deposits Non-interest-bearing Interest-bearing
Total demand deposits Savings deposits Time deposits Brokered deposits
Total deposits
2014
$ 612646 492 799
1 1 05445 374142 405857 1 08 1 28
$1 993 572
201 3
$ 536325 525 145
1 061 470 36341 8 427815
66 402
$1 91 9 1 05
The aggregate amount of deposits reclassified as loans (overdrafts) amounted to $2548 and $2781 at December 3 1 2014 and 201 3 respectively
Time deposits that met or exceed the FDIC insurance limit of $250 at year-end 201 4 and 2013 were $1 1 0 1 77 and $92681 respectively
At December 3 1 2014 scheduled maturities of certificates of deposit including brokered deposits are as follows
201 5 2016 2017 201 8 201 9 2020 and thereafter
$408455 65585 1 9838
9830 1 0277
$513 985
Deposits from related parties totaled $33614 and $32595 at December 31 2014 and 201 3 respectively
32
STANDARD BANCSHARES INC AND SU BSI DIARIES
NOTES TO CONSOLI DATED FINANCIAL STATEMENTS (in thousands except share data)
Note 1 1 - Advances from Federal Home Loan Bank
There were no outstanding advances with the Federal Home Loan Bank at December 3 1 201 3 The indebtedness to the Federal Home Loan Bank at December 3 1 2014 was $1 5000 consisting of the following fixed rate advances
Due Date
June 27 201 6 June 27 201 6
Total advances
I nterest Rate
057 057
2014
$1 3000 2 000
$1 5 000
Al l advances and letters of credit from the Federal Home Loan Bank (FHLB) were secured by a g eneral lien on qualifying commercial real estate residential mortgages and home equity loans of the Bank Each advance is payable at its maturity date with a prepayment penalty for fixed rate advances Letters of credit outstanding from the FHLB totaled $3872 and $41 946 at year-end 2014 and 201 3 respectively The advances and letters of credit were collateralized by $679990 of commercial real estate and mortgage loans in 2014 and $203845 of mortgage loans under a blanket lien arrangement at year-end 2013 Based on this collateral and the Companys holdings of FHLB stock the Company was eligible to borrow up to a total of $26951 3 at year-end 2014
Note 1 2 - Other I ncome
Other income consists of the following
Gain (loss) on sale of other real estate owned Gain on sale of premises and equipment Debit cardATM fees Trust feesBrokerage Fees Loan fees and commissions Cash management Bank Owned Life Insurance income Miscellaneous income
Total other income
33
2014
$ 426 491
28 1 8 2533
658 2641 1 437
921
lll 1 925
201 3 201 2
$ 1 70 $ ( 1 36) 1 1 8
2935 2829 2364 1 927
680 932 2286 2020 1 437 1 469 1 267 886
ll1 1 1 40 ll 9 945
STANDARD BANCSHARES INC AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (in thousands except share data)
Note 1 3 - Employee Benefit Plans
Profit Sharing
The Companys bank subsidiary maintains a defined contribution 401 (k) Plan Under terms of the Plan employees meeting age and service requirements may elect to have their compensation reduced and have that amount contributed to the Plan as a salary deferral contribution The Bank at its discretion may make a matching contribution to the Plan equal to a u niform percentage of the salary deferral contributions Apart from any matching contribution the Bank may also make a separate discretionary contribution to the Plan The final liability for matching contributions if any is determined after yearshyend requiring the Bank to estimate its discretionary contribution expense at year end Contribution expense recorded by the Bank amounted to approximately $ 1 1 79 $1 254 and $ 1 685 for 2014 201 3 and 201 2 respectively
Non-Qualified Plan
The Bank maintains a non-qualified deferred compensation plan for a select group of management and employees as determined by the Board of Directors Annual awards if any are based o n preshyestablished performance criteria which are communicated to eligible employees Benefits under the Plan vest after a five year period The liability under the Plan was $403 and $503 as of December 3 1 2014 and 201 3 respectively There was n o expense recorded in 2014 2013 o r 2012
Non qualified Sto ck Option Plan
Pursuant to the Capital Raise Investment Agreements on February 1 2 20 1 3 the Board of Directors of the Company adopted the Standard Bancshares Inc Stock Option Incentive Plan to be effective immediately after the Closing of the capital raise (please refer to Note 21 ) Pursuant to the Stock Option Incentive Plan the Compensation Committee of the Board of Directors of the Company is authorized to grant Incentive Stock Option awards Nonqualified Stock Option awards or a combination thereof to certain officers directors consultants or employees of the Company or any of its Subsidiaries or Affiliates aggregating up to 5402524 shares of the Companys common stock
The option price per share of stock purchasable under a stock option shall not be less than 1 00 of the fair market value of the common stock on the day of the grant Stock option vesting is based o n two components 1 ) a time vested option that vests over four years one fourth on each of the first four anniversaries from the option grant date and 2) a performance vested option that vests if there is an exit event resulting in the investor actually realizing an internal rate of return (RR) greater than or equal to 1 2 based on their original investment of $465 per share on February 22 201 3 Vesting is subject to acceleration in certain circumstances The options will expire if not exercised within 1 0 years of the
middot
date of grant and under certain other (employment) circumstances
The fair value of options granted was estimated on the date of grant using the Black Scholes optionsshypricing model using the assumptions noted in the table and commentary below The risk free rate of return is based on the constant maturity yield of a US Treasury note with a fixed rate term of 1 0 years at date of grant The volatility rate is derived from historical index values of publicly-traded commercial banks with assets between $1 and $5 billion Index values of comparably sized companies were used as a proxy because the Companys common stock is not exchange-listed and there is not an active trading market for the common stock The dividend yield assumption is based o n the Companys expected dividend payouts
34
STANDARD BANCSHARES INC AND SUBSIDIARI ES
NOTES TO CONSOLIDATED FI NANCIAL STATEMENTS (in thousands except share data)
Note 1 3 - Employee Benefit Plans (Continued)
Risk free rate of return
2014 20 1 3
275 1 97 Time remaining until expiration of the options Volatility rate
1 O years 1 0 years 1 392 1 587
Dividend yield 000 000
A summary of the activity in the non-qualified stock option plan for 2014 follows Weighted Average
Weighted Remaining Average Contractual
Number of Exercise Term Time Vested Stock Options Shares Price (in years)
2014 Outstanding at beginning of year 1 46651 5 $ 465 915
Granted 1 1 701 95 515 916 Exercised
Expired
Forfeited (23545) 494 870
Outstanding at end of year 2613 165 $ 487 860
Exercisable at end of year 366629 $ 465 815
2013 Outstanding at beginning of year $ Granted 1 466515 465 9 15 Exercised
Expired
Forfeited
Outstanding at end of year 1 465515 $ 465 9 15
Exercisable a t end o f year $
Aggregate Intrinsic Value
$ 1 1 1 8
$ 238
$ 733
$
The weighted average fair value of time vested options granted during 201 4 and 201 3 was $1 21 and $1 3 2 per option respectively
35
STANDARD BANCSHARES INC AND SUBSIDIARI ES
NOTES TO CONSOLIDATED FI NANCIAL STATEMENTS (in thousands except share data)
Note 1 3 - Employee Benefit Plans (Continued)
Performance Vested Stock Options 2014 Outstanding at beginning of year
Granted
Exercised
Expired
Forfeited
Outstanding at end of year
Exercisable at end of year
2013 Outstanding at beginning of year
Granted
Exercised
Expired
Forfeited
Outstanding at end of year
Exercisable at end of year
1 466515
1 170195
(26909)
2609801
1 465515
1 465515
$ 465
515
490
$ 487
$
$ 465
$ 465
$
91 5
91 6
864
860
g_1 5
91 5
$ 1 1 1 8
$
$ 733
$
The weighted average fair value of performance vested options granted during 201 4 and 201 3 was $040 for each year
Time Ve ste d O ption s
The Company recognized $782 and $44 I of stock-based compensation expense related to the granting of time vested stock options for the years ended December 20 14 and 2013 respectively There were no time vested options granted in 2012
As of December 3 1 201 4 there was $2 1 30 of total unrecognized compensation cost related to nonshyvestediime vested options granted underthe Plan The unrecognized cost is expected to be recognized over a weighted-average period of 26 years
Performan ce Veste d O ption s
The value of the performance vested options is a function of 1 ) the likelihood of a n Exit Event and 2) the likelihood of that Exit Event achieving the 1 2 IRR threshold These weighted average probabilities are then m ultiplied by the full value of a time vested option to derive the value of the performance options
The valuation methodology for the performance vested options involved ihree separate analysis
I Sale of control analysis 2 Initial public offering analysis 3 Remain private analysis
There was no expense recorded in 201 4 and 201 3 related to the performance vested options
There were no performance vested options granted in 201 2
36
STANDARD BANCSHARES INC AND SUBSIDIARI ES
N OTES TO CONSOLI DATED FI NANCIAL STATEMENTS (in thousands except share data)
Note 1 3 - Employee Benefit Plans (Continued)
As of December 3 1 2014 there was $1 059 of total unrecognized compensation cost related to nonshyvested performance vested options granted under the Plan The cost is expected to be recognized when it is determined that it is probable that a qualifying Exit Event will occur
Note 1 4 - Commitments
Operating Leases
The Bank leases property at various branch locations unde r terms that are considered to be an operating lease The leases expire in various years through 2020 Office rent expense was $728 $875 and $919 for 2014 2013 and 2012 respectively
Other Co mmitments
The Bank has a contract with a computer seNice company that expires in 201 6 Data processing expense was $2729 $2746 and $2424 for 201 4 201 3 and 2012 respectively
Annual future minimum payments for these agreements are as follows
Note 1 5 - Income Taxes
Year ending December 31 201 5 201 6 2017 20 1 8 201 9 2020 and thereafter
$3037 2884
394 203 1 26
1 6 $6 660
The components of the provision (benefit) for income taxes are as follows
Current Deferred Total Tax Expense (Benefit)
2014 $ 3494
7 1 62 $ 1 0656
201 3 $ 2373
3425 $ 5798
2012 $ 1 306
(6928) $ (5622)
The effective tax rate differs from the federal statutory rate primarily due to the following
Tax at statutory federal income tax rate Tax exempt interest income State income taxes net of federal benefit BOLi income Meals and entertainment Non-deductible expenses Goodwill impairment
201 4
$8483 (133) 1 5 1 6 (486)
77 76
Stock settled rights expense 639
201 3 $ 4750
(82) 766
(486) 84
1 02
2012 $(1 2371 )
(1 08) (866) (500)
79 80
8 1 55
O th enet--=====48=====664=--====(-l --
$1 0656 $ 5798 $ (5622)
37
STANDARD BANCSHARES INC AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (in thousands except share data)
Note 1 5 - Income Taxes (Continued)
The net deferred tax asset included at December 31 2014 and 2013 consists of the following
2014 201 3 Gross deferred tax assets
Allowance for loan losses $19212 $23305 Other real estate owned 2866 49 1 6 Non-accrual loan interest 4064 3 991 State net operating loss 1 835 2358 Accrued compensation 1 938 1 471 Depreciation 1 387 1 412 FNMA amp FHLMC preferred stock 1 270 1 270 Other assets 271 434
Total gross deferred tax assets $32843 $39 157
Gross deferred tax liabilities Purchase accounting adjustments $ 1 069 $ 1 282 Mortgage servicing rights 946 1 060 Unrealized gainloss on AFS securities 1 1 9 692 Other liabilities 1 306 1 31
Total gross deferred tax liabilities $ 3440 $ 3 165
Net deferred tax asset $29403 $35992
At December 31 2014 the Company has $33929 of Illinois net operating loss carryforwards expiring in 2025 and $2330 Indiana net operating Joss expiring in 2025 and 2026 which will be available to reduce future taxable income
The Company does not expect the total amount of unrecognized tax benefrts to significantly change in the next twelve months The Company recognized no interest andor penalties related to tax matters in tax expense
The Company and its subsidiaries are subject to US federal income tax as well as income tax of the state of Illinois and Indiana The Company is no longer subject to examination by taxing authorities for years before 201 0
3 8
STAN DARD BANCSHARES INC AND SUBSIDIARIES
NOTES TO CONSOLI DATED FI NANCIAL STATEMENTS (in thousands except share data)
Note 1 6 - Contingent Liabilities and Commitments
The Company does not reflect in its financial statements various commitments and contingent liabilities which arise in the normal course of business and which involve elements of credit risk interest rate risk and liquidity risk These commitments and contingent liabilities are commitments to extend credit commercial letters of credit and standby letters of credit A summary of the Banks commitments and contingent liabilities at December 31 is as follows
Commitments to extend credit under Unused commercial and other lines of credit Unused equity lines of credit Standby letters of credit
2014 201 3
$262907 46 125 42041
$234893 52905 40284
Commitments to extend credit commercial letters of credit and standby letters of credit a l l include exposure to some credit loss in the event of nonperformance of the customer The Banks credit policies and procedures for credit commitments and financial guarantees are the same as those for extension of credit that are recorded on the consolidated balance sheet Because these instruments have fixed maturity dates and because many of them expire without being drawn upon they do not generally present any significant liquidity risk to the Bank The Bank has not incurred any significant losses on its commitments in either 2014 201 3 or 2012
The Bank is party to litigation and claims arising in the normal course of business Management after consultation with legal counsel believes that the liabilities if any arising from such litigation and claims will not be material to the Companys consolidated financial position
Note 1 7 - Derivatives
D erivative contracts entered into by the Company are limited to those that are treated as non-designated derivative instruments The Company provides customers with interest rate swap transactions and offsets the transactions with interest rate swap transactions with inter-bank dealer counterparties as a means of offering risk management solutions to customers As ofDecember 3 1 2014 there were $6006 outstanding in notional values of swaps where the Company pays a variable rate of interest and the customer pays a fixed rate of interest This position is offset with counterparty contracts where the Company pays a fixed rate of interest and receives a floating rate of interest The estimated fair value of interest rate swaps was recorded as an asset of $207 and as a liability of $214 as of December 31 2014 Swaps with customers and inter-bank dealer counterparties are carried at fair value with adjustments recorded in other income The net effect of fai r value adjustments running through the income statement was immaterial during the year ended December 31 2014 There were no interest rate swap derivatives as of December 3 1 2013
3 9
STANDARD BANCSHARES I NC AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (in thousands except share data)
Note 1 8 - Financial I nstruments Fair Value Disclosure
The fair value measurement accounting Hterature establishes a fair value hierarchy which requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value The standard describes three levels of inputs that may be used to measure fair value
1 Level 1 - Unadjusted quoted mariltet prices in active markets that are accessible at the measurement date for identical unrestricted assets
2 Level 2 - Significant other observable inputs other than Level 1 prices such as quoted market prices for similar assets and liabilities quoted prices in markets that are not active or other inputs that a re observable or can be corroborated by observable market data
3 Level 3 - Signlficant unobservable inputs that reflect a reporting entitys own assumptions about the assumptions that mariltet participants would use in pricing an asset o r liability
A financial instruments level within the fair value hierarchy is based on the lowest level of input that is significant to the fair value measurement
Fair values of assets measured on a recurring basis at December 3 1 2014 and 2013 are as follows
De ce mbe r31 2014 Financial Assets
Securities available-for-sale US government sponsored entities and agencies Mortgage-backed securities - residential Equity securities
Total securities available-for-sale
Derivatives
Financial Liabilities
Derivatives
De ce mbe r 31 2013 Financial Assets Securities available-for-sale
US government sponsored entities and agencies Mortgage-backed secu rities - residential Equity securities
Total securities available-for-sale
Fair Value
$1 46307 3668 4 41 9
$1 54 394
$ 207
$ 214
$ 1 24431 1 2203
2 954 $ 1 39 588
Fair Value Measurements Usin1 Quoted Significant P rices Other
in Active Observable Markets Inputs (Level 1 ) (Level 2)
$
392 $ 392
$ -
$ -
$
$1 46307 3668 4 027
$1 54 002
$ 207
$ 2 1 4
$ 1 24431 12203 1 984
$1 38 61 8
Significant Unobservable
Inputs (Level 3)
$
$
$
$
$
$
As of December 31 2014 and 2013 there were no transfers between levels
40
STANDARD BANCSHARES I NC AND SUBSI DIARIES
NOTES TO CONSOLI DATED FI NANCIAL STATEMENTS (in thousands except share data)
Note 1 8 - Financial I nstruments Fair Value Disclosure (Continued)
The fair values of marketable equity securities available-for-sale are generally determined by quoted market prices in active markets for each specific security (Level 1 measurement inputs) If Level 1 measurement inputs are not available for a marketable equity security the fair value is determined by the quoted market price of a similar security traded in an active market (Level 2 measurement inputs)
The fair values of debt securities available-for-sale are generally determined by matrix pricing which is a mathematical technique widely used in the industry to value debt securities without relying exclusively on quoted market prices for the specific securities b ut rather by relying on the securities relationship to other benchmark quoted securities (Level 2 measurement inputs)
Derivative s
The fair value of derivatives are based o n valuation models using observable market data a s of the measurement date (Level 2) Our derivatives are traded in an over-the-counter market where quoted market prices are not always available Therefore the fair values of derivatives are detenmined using quantitative models that utilized multiple market inputs The inputs will vary based on type of derivative but could include interest rates prices and indices to generate continuous yield or pricing curves prepayment rates and volatility factors to value the position The majority of market inputs are actively quoted and can be validated through external sources including brokers market transactions and thirdshyparty pricing services
Fair values of assets measured on a nonrecurring basis are as follows
Oe ce mbe r31 2014 Other real estate owned net Impaired loans Loans held for sale Mortgage servicing rights
De ce mbe r 31 2013 Other real estate owned net Impaired loans Loans held for sale Mortgage servicing rights
Fair Value
$ 1 6233 41 895
8274 2435
$12 930 54 1 62
5408 2726
Fair Value Measurements Using Quoted Significant Prices Other
in Active Observable Markets Inputs (Level 1 ) (Level 2)
$ $
8274
$ - $
5408
Significant Unobservable
Inputs (Level 3)
$ 1 6233 41 895
2435
$1 2930 541 62
2726
Other real estate owned are initially recorded at fair value less costs to sell when acquired and are subsequently measured at the lower of cost or fair value less estimated costs to sell Fair values are based on third party appraisals of the property or internal valuations on smaller properties using comparable market data and various external resources resulting in a level 3 classification When the carrying value exceeds the fair value less costs to sell an impairment loss is recognized
The fair value of impaired loans secured by real estate with specific allocations of the allowance for loan --------- 1osses-is-generally-based-on--recent-real-estate-appraisals-or-internal-valuations-on-smaller-prnperties--shy
using comparable market data and various external resources These appraisals may utilize a single
41
STANDARD BANCSHARES INC AND SUBSI DIARIES
NOTES TO CONSOLI DATED FI NANCIAL STATEMENTS (in thousands except share data)
Note 1 8 - Financial Instruments Fair Value Disclosure (Continued)
valuation approach or a combination of approaches including comparable sales and the income approach resulting in a level 3 classification
Loans held for sale are carried at the lower of cost or fair value which is evaluated on a pool-level basis The fair value of loans held for sale is determined using quoted prices for similar assets adjusted for specific attributes of that loan or other observable market data such as outstanding commitments from third party investors resulting in a level 2 classification
The Company records its mortgage servicing rights at fair value and includes them in other assets in the Consolidated Balance Sheets Mortgage servicing rights do not trade in an active market with readily observable prices Fair value is based on market process for comparable mortgage servicing contracts when available or alternatively is based on a valuation model that calculates the present value of estimated future net servicing income Key economic assumptions used in measuring fair value of mortgage servicing rights at December 31 2014 included prepayment speeds maturities and discount rates While market based data is used to determine the assumptions the Company incorporates its own estimates of the assumptions market participants would use in determining the fair value of mortgage servicing rights which results in a level 3 classification
De cembe r 31 2014 Assets Cash and cash equivalents Securities held-to-maturity Securities available-for-sale Loans - net Loans held for sale Federal Home Loan Bank stock at cost Accrued interest receivable Derivatives
Liabilities
Deposits Federal Home Loan Bank advances Accrued interest payable Derivatives
De ce mbe r 31 2013 Assets
Cash and cash equivalents Securities held-to-maturity Securities available-for-sale Loans - net Loans held for sale Federal Home Loan Bank stock at cost Accrued interest receivable
Liabi lities Deposits Accrued interest payable
42
Carrying Value
$ 1 99476 3888
1 54394 1 744331
8274 3247 59 1 9
207
$ 1 993572 1 5000
265 214
$ 234 1 83 1 762
1 39588 1 61 9995
5408 3 143 5 576
$1 91 9 1 05 286
Fair Value
$ 1 99476 3 564
1 54394 1 798279
8274 3247 591 9
207
$1 992796 1 4984
265 214
$ 234 1 83 1 41 5
1 39588 1 679668
5408 3 143 5576
$ 1 920335 286
STANDARD BANCSHARES I NC AND SUBSI DIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (in thousands except share data)
Note 1 8 - Financial I nstruments Fair Value Disclosure (Continued)
In estimating the fair value of certain assets and liabilities not previously presented the following assumptions were made
Cash and Cash Equivalents
The carrying amounts of cash and equivalents reported in the balance sheet approximate fair value
Securities
Estimated fair values of securities are based on one of three models 1 ) quoted market prices where available 2) quoted market prices for similar instruments if quoted market p rices are not available 3) unobservable data that represents the Banks assumptions about items that market participants would consider in determining the fair value where no market data is available
L oans
Fair values of loans excluding loans held for sale are estimated as follows For variable rate loans that re-price frequently and with no significant change in credit risk fair values are based on carrying values Fair values for other loans are estimated using discounted cash flow analyses using interest rates currently being offered for loans with similar terms to borrowers of similar credit quality to calculate the present value of future contractual principal and interest cash flows and discounting them back to the present using a discount rate Impaired loans are valued at the lower of cost or fair value as described previously The methods utilized to estimate the fair value of loans do not necessarily represent an exit price
The fair value of loans held for sale is estimated based upon binding contracts and quotes from third party investors
Federal Home Loan Bank (FHLB) Stock
The carrying amounts reported in the balance sheet approximate fair value
Accrued Interest Receivable I Payable
The carrying amounts reported in the balance sheet approximate fair value
Deposits
The fair values disclosed for demand deposits (eg interest and non-interest checking passbook savings and certain types of money market accounts) are by definition equal to the amount payable on demand at the reporting date (ie their carrying amount) The carrying amounts of variable rate fixed-term money market accounts and certificates of deposit approximate their fair values at the reporting Fair values for fixed rate certificates of deposit are estimated using a discounted cash flows calculation that applies interest rates currently being offered on certificates to a schedule of aggregated expected monthly maturities on time deposits
Federal Home Loan Bank Advances
The fair value of Federal Home Loan Bank advances is estimated using discounted cash flow analyses --------based-on-the-currentborrowing-rate-of-similartypes-of-advances
43
STANDARD BANCSHARES I NC AND SUBSIDIARI ES
NOTES TO CONSOLI DATED FINANCIAL STATEMENTS (in thousands except share data)
Note 1 8 - Financial I nstruments Fair Value Disclosure (Continued)
Off-balance sh eet in strum ents
Fair asset andor liability value of off-balance sheet financial instruments as described in Note 1 6 may be estimated by applying fees currently charged for comparable commitments Based upon the qual ity of these commitments and their demand in the financial market it has been assumed that there is no material difference in the estimated fair value
Note 1 9 - TARP Capital Purchase Program
On April 24 2009 the Company entered into a Letter Agreement with the United States Department of Treasury (the Treasury) pursuant to which the Company sold to the Treasury 6000 shares of the Companys Fixed Rate Cumulative Perpetual P referred Stock Series A for $60 million and a warrant to acquire $3 million of Fixed Rate Cumulative Perpetual P referred Stock Series B for a nominal exercise price Immediately upon consummation of the closing the Treasury exercised the warrant and acquired the Series B Preferred Stock The Preferred Stock Series A qualified as Tier 1 capital and paid cumulative dividends q uarterly at a rate of 5 per annum The P referred Stock Series B qualified as Tier 1 capital and paid cumulative dividends quarterly at a rate of 9 per annum The difference between the initial carrying value that was allocated to the Series B Preferred Stock and its redemption value of $3 million will be charged to retained earnings (with a corresponding increase in the carrying value of the Series B Preferred Stock) over the first five years of the contract as an adjustment to the dividend yield using the level yield method During 201 1 the Company elected to suspend dividend payments For the year ended December 31 2012 total dividends of $3462 had been declared but not paid On February 22 201 3 1 3548387 of common shares were issued to the US Treasury in exchange for the $60 million and $3 million of Fixed Rate Cumulative Preferred Stock Series A and Series B respectively The Treasury subsequently sold those shares to institutional investors at $465 per share In addition the Company paid $6 million of dividends to the Treasury which included 1 00 of past due dividends and dividends due through February 22 2013
Note 20 - Regulatory Matters
The Companys primary source of cash is dividends received from its subsidiary bank The subsidiary bank is subject to certain restrictions on the amount of dividends that it may declare without prior regulatory approva L In addition the dividends declared cannot be in excess of the amount which would cause the subsidiary bank to fall below the minimum required for capital adequacy purposes
Banks and bank holding companies are subject to regulatory capital requirements administered by federal banking agencies Capital adequacy guidelines and additionally for banks prompt corrective action regulations involve quantitative measures of assets liabilities and certain off-balance-sheet items calculated under reg ulatory accounting practices Capital amounts and classifications are also subject to qualitative judgments by regulators Failure to meet capital requirements can initiate regulatory action Management believes as of December 3 1 2014 the Company and Bank meet al l capital adequacy requirements to which they are subject
Prompt corrective action regulations provide five classifications well capitalized adequately capitalized undercapitalized significantly u ndercapitalized and critically undercapitaized although these terms are not used to represent overall financial condition If adequately capitalized regu latory approval is required to accept brokered deposits If undercapitalized capital distributions are limited as is asset growth and expansion and capital restoration p lans are required At year-end 201 4 and 2013 the most recent reg ulatory notifications categorized the Bank as well capitalized under the regulatory framework for prompt corrective action There are no conditions or events since that notification that management believes have changed the institutions category
44
STAN DARD BANCSHARES I NC AND SUBSI DIARI ES
NOTES TO CONSOLIDATED FI NANCIAL STATEMENTS (in thousands except share data)
Note 20 - Regulatory Matters (Continued)
The Banks actual and required capital amounts and ratios are as follows
To Be Well Capitalized U nder
For Capital Prompt Corrective Actual Adeguac[ Puqoses Action Provisions
Amount Ratio Amount Ratio Amount Ratio As of December 31 2014 Total Capital
(to risk-based assets) Company $271 785 143 $ 152226 80 NA NA Bank 269993 1 42 1 52229 80 $1 90286 1 00
Tier I Capital (to risk-based assets) Company 247887 1 30 76 1 1 3 40 NA NA Bank 246093 129 761 14 40 1 14 171 60
Tier I Capital (to average assets) Company 247887 1 08 92 1 26 240 NA NA Bank 246 093 1 07 92 1 09 240 1 1 5 1 36 2 5 0
As of December 31 2013 Total Capital
(to risk-based assets) Company $246213 1 38 $142344 280 NA NA Bank 244607 1 38 1 42 170 280 $ 1 77713 2100
Tier I Capital (to risk-based assets) Company 223444 126 71 1 72 240 NA NIA Bank 221 838 1 25 71 085 240 1 06628 2 60
Tier I Capital (to average assets) Company 223444 1 03 86430 240 NIA NA Bank 221 838 1 03 86450 240 1 08 063 2 50
45
STANDARD BANCSHARES INC AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (in thousands except share data)
Note 21 - Capital Management
The overall objectives of the Companys capital management are to have the availability of sufficient capital to support loan deposit and other asset and liability g rowth and to maintain capital to absorb unforeseen losses or write-downs that are inherent in the business risk associated within the banking industry The Company seeks to balance the need for higher capital levels to address growth and unforeseen risks and the goal to achieve an adequate return on capital invested
In July 201 3 the federal banking agencies issued a final rule revising the regulatory capital rules applicable to most national banks and federal savings associations as well as their holding companies generally beginning on January 1 201 5 The rule implements the Basel Committees December 201 O framework known as Basel I l l for strengthening the international capital standards as wel l as certain p rovisions of the Dodd-Frank Act The final ru le implements a revised definition of regu latory capita l a new common equity Tier 1 minimum capital requirement of 450 and a higher minimum Tier 1 capital requirement of 600 (which is an increase from 400) Under the final rule the total capital ratio remains at 800 and the minimum leverage ratio is 400
Additionally under the final rule in order to avoid l imitations on capital distributions including dividend payments and certain discretionary bonus payments to executive officers a banking organization must hold a 25 capital conservation buffer composed of common equity Tier 1 capital above its minimum risk-based capital requirements The b uffer is measured relative to risk-weighted assets The final rule also enhances risk sensitivity and addresses weaknesses identified by the regulators over recent years with the measure of risk-weighted assets
The new minimum capital requirements will b e effective for the Company on January 1 201 5 whereas the capital conservation buffer and the deductions from common equity Tier 1 capital phase in over time beginning on January 1 201 6
Capital Raise
On February 22 201 3 Standard Bancshares Inc completed its recapitalization by issuing 29864795 shares of common stock at $465 per share for gross proceeds of $ 1 389 million 1 3 548387 of the common shares were issued to the US Treasury (the Treasury) in exchange for the $63 million of Fixed Rate Cumulative Preferred Shares Series A and B The Treasury subsequently sold those shares to I nstitutional Investors at $465 per share An additional 16 316408 of common shares were issued to Institutional Investors and private investors Of the aggregate 29864795 common shares issued 1 9430750 are voting shares and 1 0434045 are mm-voting shares
In conjunction with the recapitalization the Articles of Incorporation of the Company were amended to authorize 20000000 shares of preferred stock at $001 par value No preferred stock has been issued as of December 31 2014
Sto ck Settled Rights (SSRs)
On February 22 201 3 in connection with the recapitalization of the Company the Board of Directors distributed as a dividend in kind 7293407 Stock Settled Rights (SSRs) to the holders of the Common Stock as of the Record Date (November 5 2012) The number of SSRs issued is equal to the product of (i) 03888 and (ii) 18757921 the number Common Shares outstanding as of the Record Date The estimated fair value of the SSRs completed by an independent third party as of September 30 2014 and February 22 201 3 was determined to be approximately $026 per SSR or $1 880 and approximately $021 per SSR or $1 532 respectively Expense recorded related to the SSRs was $1 880 in 2014 No expense was recorded in 201 3
46
STANDARD BANCSHARES INC AND SUBSI DIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (in thousands except share data)
Note 21 - Capital Management (Continued)
Stock Settled Rights (SSRs) (Continued)
The SSRs are structured as common stock dividends to be paid to certain common shareholders of the Company under specific conditions The amount of common stock to be distributed is determined by a formula that considers among other things the value of the outstanding common stock at the Settlement Date Settlement Date is defined as the earlier of (i) the date a liquidity event (an I POrecapitalization or a sale of control) occurs during the term of the SSRs and (ii) the SSR Expiration Date (February 22 201 8) The SSRs will be exercised based on the value of the common shares at that time subject to the Settlement Rate formula
The Accretion Rate is a component of the Settlement Rate It is either an middotannual rate of 80 or 120 with the value determined by the cum ulative economic losses that occur in the loan portfolio from June 30 201 1 to the time the SSRs are settled
On the Settlement Date the Company shall determine the number of shares of Common Stock issuable upon the settlement of an SSR The Settlement Rate shall be calculated based on a formula that considers among other factors the value per share of the common stock on a fully diluted basis reduced by the accretion rate with that number divided by the value per share of common stock on a fully diluted basis
If the Settlement Rate is greater than zero the Company shall issue and deliver to each of the SSR Holders a number of shares of Common Stock equal to the product of (i) the Settlement Rate multiplied by (ii) the number of SSRs held by such H older as reflected in the SSR register as of the close of business on the last Business Day prior to such Settlement Date
In connection with the occurrence of a Liquidity Event on or prior to the Expiration Date the Board of Directors may at its option and in its sole discretion order the redemption and the Company may redeem the SSRs in whole or in part at the redemption price per SSR based on a formula that considers the price per share of Common Stock at which the Company is valued on a fully diluted basis in connection with such Liquidity Event as determined in good faith by the Independent Committee plus a l l cash dividends paid oil the common stock from the date of issuance of the SSRs less $465 accreting on a daily basis at the Accretion Rate
The Company hired an independent third party firm to value the SSRs The following variables were taken into consideration when deriving a value for the SS Rs
1 ) The probability of a liquidity event (sale of control or PO) during the term of the SS Rs 2) The Accretion Rate assigned to the Settlement Rate of the SSRs 3) The estimated value of the Companys common stock at the earlier of a) a liquidity event or b)
the SSR Expiration Date (February 22 201 8) 4) The type of liquidity event that might occur 5) Future value parameters including a) tangible common book value b) earnings and c) market
conditions
The valuation of the common shares at the Settlement Date will depend on the Companys financial condition and the market pricing of financial institution stock both on a stand-alone basis and on a sale of control basis at that time
47
STANDARD BANCSHARES I NC AND SUBSIDIARI ES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (in thousands except share data)
Note 22 - Condensed Financial Statements
The Company was incorporated in I l linois on February 23 1 982 The Company accounts for its investment in subsidiaries under the equity method Under this method the investment is recorded at cost adjusted for the subsidiaries undistributed net income (loss) Presented below are the condensed financial statements of Standard Bancshares I nc (Parent Company Only)
Assets Cash Investment in subsidiaries Other assets
Total assets
CONDENSED BALANCE SH EETS DECEMBER 31 2014 AND 2013
Liabilities and shareholders equity Other liabilities Total stockholders equity
Total liabilities amp stockholders equity
2014 $ 4 163
264242 328
$268733
$ 2685 266048
$268733
CON DENSED STATEMENTS O F I N COME YEARS ENDED D ECEMBER 31 201 4 201 3 AND 201 2
2014 I ncome
Other income $
Expenses 2909 Loss before income taxes and equity in undistributed
earnings of subsidiaries (2909) Income tax benefit 88
Loss before equity in undistributed earnings of subsidiaries (2821)
Equity in undistributed earnings (loss) of subsidiaries 1 7 1 1 5
Net income (loss) 1 4294 Preferred dividends and discount accretion on preferred shares
Net income (loss) applicable to common shareholders $1 4294
48
201 3 $ 2 1 95
248 090 1 944
$252229
$ 322 251 907
$252229
201 3 201 2
$ $ 1
1 747 8539
(1 747) (8538) 291 1 0 1 7
(1 456) (7521) 9 629 (23241) 8 173 (30762) 1 1 24 4090
$ 7049 $(34852)
STAN DARD BANCSHARES INC AND SUBSIDIARIES
NOTES TO CONSOLIDATED FI NANCIAL STATEMENTS (in thousands except share data)
Note 22 - Condensed Financial Statements (Continued)
CONDENSE D STATEMENTS OF CASH FLOWS YEARS ENDED DECEMBER 31 2014 201 3 AND 201 2
Cash flows from operating activities Net income (loss)
Adjustments Equity in undistributed net (income) loss of subsidiaries Amortization Stock based compensation expense ( Increase) decrease in other assets Increase (decrease) in other liabilities
Net cash provided by (used in) operating activities Cash flows from financing activities
Issuance of common stock net of issuance costs Capital contribution to Standard Bank Repayment of note payable Cash Dividends
N et cash provided by financing activities
Net increase (decrease) in cash
Cash - beginning of year
Cash - end of year middot
Supplemental schedule of non-cash financing activities Change in par value on common stock Exchange of preferred stock to common stock
49
2014
$ 1 4294
( 17 1 1 5) 28
782 1 616 2363 1 968
1 968
2 1 95
$ 4 163
$ $
201 3
$ 8 1 73
(9629) 29
441 1 872
(4273) (3387)
68598 (41 500) ( 16 1 00)
(6026) 4972
1 585
6 1 0
$ 2 1 95
$ 4277 $63000
201 2
$(30762)
23241 6 1 67
( 1908) 2 043
( 1 2 1 9)
( 1 2 1 9)
1 829
$ 6 1 0
$ $
FORM FR Y-6
STANDARD BANCSHARES INC
Hickory Hills Illinois Year Ending Dccember31 2014
REPORT ITEM
1 The BHC Is not registered with the SEC Coples of the Annual Report Nil be sent undersepirate cover when completed
2a Organization Chart fo Standard BallCShares Inc
I THE BOULEVARD INC
SL John Indiana 100
JnCQrporated in Indiana
2b Branch Verification
STANDARD BANCSHARES INC Hickory Hills Illinois Jncorporateltl In Illinois
STANDARD BANKAND TRUST COMPANY Hickory Hills llllnois
Incorporated In lllnols 100
I STANDARD REDEVELOPMENT INC
Hickory Hills Illinois 100
Incorporated in Illinois
(Not subject to Y-10 reporting ) Code 91 CE - Liquidation Of debts previously contracted
The branch and lax-kl flStings were emailed to branch revieW on 223115
3 (1) As ofyear-end
Name and Address
Trident SBI Holdings lP Greeffilidl CT
Robert E Gallagher Sr Trust John D Gallagher Trustee Palos Heights IL
The Gallagher Standard Bancshares TR Timolhy J GaJagheuror Trustee Hickory Hitls IL
Pantheon Standard LP San Francisco CA
CohesVe Capital Parners LP New York NY W Capital Partners II LP NewYork NY
Couritrlt of Citizenship or lncorooratlon Number and Percentage Of Voting Serurtties
USA 5662194- 1483
USA 5516086 - 1444
USA 4382666 - 1 t47
USA 3762128-985
USA 2 150537 - S63
USA 2 150537 - 563
Note llle shares in the Robert E Gallagher Sr Tr are voted on by John D Gallagher Director of Standard Bank Tue shares Jn the Gallager Standard Bancshares Tr are voted on by Timolhy J Gallagher Director of Standard Bank
3 (2) OtherSharehofors oat listed in Section 3 (1) above that held more than 5 during the year
None
Resuhs A Ilse of branches forvour holdln1 company STANDARD 8ANCSHARES INC (1245590) or HICKORY HILLS IL
The d1ta are n of 12312014 Data re II Kb information tlat wu received aod processed throuah 01072015
Rconcill1Uon and Vc1Uon St I DI 1 In the DIH Action column of each br111Ch row enter one or mort of the actioru specified below
2 If required enter the date In the Ettcttve Olte column
-OK tf the bnch Information s correct enter OK in the Oita AdJon column
Chi nee If the bndl Information Is Incorrect Of Incomplete revt the data enter Chance In the Dita Action column ind the d11te when this infOfmation first became v1lid In the Effective Ote column
am If a bnch listed was sold or clowd enterOose In tht Dita Action column and the s1e or dosured11te In the EtfectW Olte colurm
Olete If a bru1eh listed wu never owntd by this depository Institution enter Delete In the Oeta Acckgtn column
Add If a rt portable brtinch Is mlsslna lnStrt a row add the branch data ald entu Add In the Olt1 Action column and the opening or acquisition date In the Effecttve Date column
If prntln1 this list you m1y need to adjust your page Utup In MS E11ce1 Try using landscape orientation page sollria andor legal sized paper
Submlnion PfOOtdurbull When you ire finished send a saved copy to vour FRB contact Su the detailed lnlttldlons on this si for more informatlon
II voY are mailinamp this to your FRB conttct put your lnstitutlon name dty and state In the subjact llrie of the e-nWI
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Thbull FR Y-10 report may be submitted 1n a hardcopy format or 11ia the FR Ymiddot10 OnH11e application middot httpsylOonllnefederalrerve1ov
bull FDtC UNINUM Office Number and ID_RSSO co1unvu ara for reference only Verification of these values is not required
- - 8nch Suvlce Type Branch 10 RSSO ia- terNeme Street Address City
ok FuUServltefHud Officel 19730 STAN OARD BANK ANO TRUST COMPANY 7800 WEST 9STH STREET HICKORY HILLS
ok Full Service 3202168 BOLINGBROOK BRANCH 282 NORTH WEBER ROAD BOLINGBROOK
ok Limited Strvce 4126065 CALUMET CITY 1968 SIBLEY BOULEVARD CALUMET CITY
FullSetvke 3309928 CLARK STREET 8RANOi 3747 NORnt CLARK STREET atlCAGO
ok FullServiett 474339 EWING BRANOf 10635 SOUTH EWING AVENUE CHICAGO
ok Full Servtce 2079925 HEGWISCH BRANCH 13336 SOUTH BALTIMORE AVENUE CHICAGO
ok limited Se-rvke 20817)5 SOUnt DERRING FACILITY 10535 SOVTH TORRENCE AVENUE CHICAGO
Full Service 4099271 THOREK BRANOi 836 WEST IRVING PARK ROAD OUCAGO
ok Full Service 2121280 COAL CITY BRANot 20 SOUTH KANKAKEE COAlCITY
full Service 2809038 EVERGREEN PARK BRANCH 2400 WEST 95TH STREET EVUtGREEN PARK
ok Full Service 3188909 FRANKFORT BRANCH 19997 LA GRANGE ROAD FRANKFORT
Full5etvice 810436 CiARONERBRANCJ1 118 DEPOT STREET GARDNER
ok FultSrvlct 3188897 JOLIET ampRANCJ1 2398 ESSINGTON ROAO JOLIET
Full Service 3439553 LOClCPORT BRANCH 16545 WEST 159TH STREET LOCKPORT
ok Full Service 290931 LYONSlST AVENUE BRANCH 8601 OGDEN AVENUE LYONS
ok Full Service 3671504 MINOOKA BRANCH 515 WESTUS ROUTE 6 MINOOKA
ok LlmltcServfce 2111338 MOAAIS LISBON BRANCH 1433 USBON STREET MORRIS
ok Full Servkt 2809010 MORRIS ROUTE 6 BRANCH 1111 WEST US ROUTpound 6 MORRIS
Ful1 Servlct 2809047 NAPERVILLE BRANCH 1607 NORTH AURORA ROAD NAPERVILLE
ok full 5ervfce 2809056 NEW LENOX BRANCH 456 NELSON ROAD NEW LENOX
Full sMce 2103129 OAK FOREST BRANOf 15901 SOUTH CENTRAL AVENUE OAX FOREST
ok Full SeMct 3490255 OAK LAWN lllTH BRANOf 4700 WEST 111TH STREET OAK LAWN
ok Full Sfrvlce 2096717 OAK LAWN 95TH BRANCH 4001 WEST 95TH STREET OAK LAWN
ok Full Service 2295538 ORLAND PARK BRANCH lSCXJO SOUTH WOLF ROAD ORLAND PARt
State VpCode
IL 60457
IL 60440
IL 60409
IL E06H
IL 00617
IL 0063
IL 00617
IL 60613
IL 60416
IL 60805
IL 6042
IL 60424
IL 60435
IL 60441
IL 60534
I L 60447
IL 60450
IL 60450
IL 60563
IL 60451
IL 60452
IL 60453
IL 60453
IL 60467
County CawN FDICUNINUM Offb Numberbull Haad otfice Head Office 10 RSSD Comments
COOK UNITEO STATES 10748 0 STANOARO BANK ANO TRUST COMPANY 19730
Will UN ITED STATES 419532 34 STANDARD BANK ANO TRUST COMPANY 19730
COOK UNITED STATES 510611 44 STANDARD BANK AND TRUST COMPANY 19730
COOK UNITpound0 STATES 429662 35 STANDARD BANK ANO TRUST COMPANY 19730
COOK UNITED STATES 12089 18 STANDARD BANK AND TRUST COMPANY 73ltgt
COOK UNITED STATES 244100 20 STANDARD BANK ANO TRUST COMPANY 19730
COOK UNITED STATES 244099 19 STANDARD BANK ANO TRUST COMPANY 19730
COOK UNITED STATpoundS 510612 4S STANDARD BANKANDTRUSTCOMPANV 1973ltgt
GRUNDY UNITED STATES 263852 17 STANDARD SANK AND TRUST COMPANY 730
COOK UNITED STATES 13875 4 STAN OARD BANK AND TRUST COMPANY 19730
Will UNITED STATES 357237 15 STAN OARD BANK AND TRUST COMPANY 19730
GRUNDY UNITED STATES 7234 1 STAN DARO BANK ANO TRUST COMPANY 19730
Will UNITED STATES 238ASA 13 STANDARD BANK ANO TRUST COMPANY 19730
Will UNlTEO STATES 450324 38 STAN OARD BANK AND TRUST COMPANY 19730
COOK UNITED STATES 10912 22 STANDARD BANK ANO TRUST COMPANY 19730
GRUNDY UNITED STATES 465426 42 STANDARD BANK AND TRUST COMPANY 1973ltgt
GRUNDY UNITED STATES 266774 16 STANDARD BANK ANO TRUST COMPANY 1730
GRUNDY UNITED STATES 2243S6 10 STANDARD BANK AND TRUST COMPANY 19730
OU PAGE UNITED STATES 238451 6 STANDARD BANK ANO TRUST COMPANY 19730
Will UNITED STATpoundS 238452 11 STAN OARD BANK ANO TRUST COMPANY 19730
COOK UNTED STATES 244101 21 STANDARD BANK AND TRUST COMPANY 19730
COOK UNITED STATES 441863 36 STANDARD BANK AND TRUST COMPANY 19730
COOK UNITED STATES 238447 1 STANDARD BANK AND TRUST COMPANY 19730
COOK UNITED STATES 238450 5 STANDARD BANt AND TRUST COMPANY 19730
ok Fullrvke 2100379 PALOS 11HH BfANOl 11901 SOUTHWEST HIGHWAY PALOSPARIC ll 00464 COOK UNITED STATES 238448 2 STAN DARO BANK AND TRUST COMPANY 19730
ok rulSltVice 2427544 PALOS lllST BRANCH 9700WEST lllST STREET PALOS PARK ll 00464 COOK UNlTEOSTATES 238449 3 STAN DARO BANK AND TRUST COMPANY 19730
ot llmtedSrvke 3490273 NORTH RIVERSIDE BRANCH BJSOWEST CERMAK ROAD RlvtRSlDE ll COOK UNITED STATES 441864 37 STANDARD BANK AND TRUST COMPANY 19730
ot FuLServke 3202171 SHOREWOOD BRANOl 970 BROOK FOREST AVENUE SHOREWOOD It - t UNITED STATES 419531 33 STANDARD BANICANDTRUSTCOMPANY 19730
ok FulSrvlee 3188918 VILLA PARK BfWIOi 1 WESrRoostVrlTROAD VlltAPARIC It 50181 OUPAGE UNITED STATES 238455 14 STANDARDBANKANDTRUSTCOMPANY 19730
ok FulSrvke WllMINGTON BRANCH lOOSSOUTH WATER STREET WILMINGTON It 004 lt UNITED STATES 238453 12 STANDARD BANK AND TRUST COMPANY 19730
ok Fulfrvk 3197031 CHESTERTON BRANCH middot 755 JNDIAN BOUNDARY ROAD OIESTERTON IN PORTER UNITEDSTAlES 275664 32 STANDARD BANK AND TRUST COMPANY 19730
ok ruUrvic 2161D17 EASTCHCAGO BRANCH 4518 lNOANAPOUS BOULEVARD EAST CHICAGO IN 46312 lAKE UNITEDSTAlES 29 STANDARDSANKANDTRUSTCOMPANY 19730
ok Fulrvk 4913n HAMMOND BRANCH 1007 CALUMET AVENUE HAMMOND IN 46324 AKE UNITEDSTAlES 42227 30 STANDARD BANK AND TRUST COMPANY 19730
Fulrvlc 2161D3S HIGHtAND BRANCH 2930 RIDGE ROAD HIGHLAND IN 46322 UNITEOSTAlES 275659 27 STANDARD BANK AND lRUST COMP AN I 19730
ot Futtsrvke 2161044 LOWHl BRANCH 2090 EAST COMMERICALAVENUE LOWELL IN 463Sfgt21r AKE ONITEDSTAlES 275661 28 STANDARD BANK ANDTRUSTCOMPANI 19730
ok Full Srvlce 3439562 MERRlllVlllE BRANCH 579WESTUNCOlN HIGHWAY MERRlllVlllE IN 46410 AKE ONlEO STATES 450325 39 STANDARD BANK AND TRUST COMPANI 19730
ok Full Srvice 453712 SAINT JOHN BRANCH 9321 WICKER AVENUE SAINT JOHN IN 46373middot00 AKE ONtlEDSTATES 42414 26 STANDARD BANK AND rnusr COMPANY 19730
middot
Report ttem 4 Directors and Office (1) Name amp Address
J-Ohn R Barber New York NY
Christopher Doody Ne-vYork NY
1pound1 Pnncipal Occupation [rtmiddotrmiddotwittl BHC
Mariaging Partner eohesiVe ea pita I
Princlpal Storm Point Capital
(3) (bull) TrtiePosition with BHC Diredor
Director
FORM FR Y-9
STANDARD BANCSHARES INC Fiscal YearEnding Decttmber3112014
(3) lb) ltlePosition wffi1 Subsidiaries
NIA
NIA
(3) (c TrtlePosltlon wttn otherbuslne$es
Managtng Partner Cohesive Capital
Principal Stone Point Ciipitit
bull Stone Point ls the manager of the TriOOnt funds which are investment entities that own 25 or morn of the outstanding voting seairities orinlerests in various companles Mr Doody ls an ernployee and officer of Stone Point and is oo deemed to contror S1oria Point or the Trldent Funds He is not a principal securities holder of Stone Point or the Trident Funds The invstmenl committees of the Trident Funds are responsible for voting the shares or such companies and Mr Doody is not a member of the investment committees of the Trident Fonds A sctiedule of such companies in which U1e Trident funds hnve invested is available upon request
John o Gallagher Ortand Park IL
Managing Genera[ Partner OfdlarU Hill Bldg Co
Director Dior-standarU Bank
Managin9 GenerBi Partner Orchard HlllmiddotB1dg Co President Ordiard Hm Building Co Inc
Managing Member Qnhard Hill Construction LLC
Managing Membelt Austin Construction Co bull LLC
Presdenl Bougton Development Co
President ennStructildeg Co lnc
Prestdenl middot Farmingdare Development eomiddot
middotana9in middotRa -middot middot fariTijngdre _Mittwo middot
Pldciit_ _ Fam1r9dale Utilify Co_
Managing Partner Frtz91erald Lad lnvestment Ptshp
(4) a) 1w of Voting Shares in BHC
563
middot1483
14450
(4)(o) (4) (b) Names of othfr companitts 4 of Voting (if 25 ormorl voting Shares in Subs securities a held
NIA
NIA
NIA
NIA
NIA
NIA
NIA
NIA
NIA
NIA
Dryden Cons1rudioo Co Inc 100
NIA
NIA
NIA
Frtzgerald Land Investment Plshp 25
(1) Name amp Mdlt=
John D Gallagher CJriand Pru IL
(2) Principal rbull _ BHC1
(3) (b) TdfePosition wiU1 SubsXfiarics
(J)(c TrtiePttSition wTUi other buslncssts
Trustee-Vote 100 Galla171ormiddot Henr)Tnisl
- Gallagher amp Henry Inc
Prumlaquo GaDaQhef Parloecs LP GB4 Jnc
Managing Partner Gl6mwod DevelopmElnt Co
Managmjl farlnelt Heruy Co Managmo Hermann Umd Investment Ptshp
Managing- Kolarlrugtd I lgthp Preltldeot Kokast -kimes Inc
PreSdenl Coo$trixtioo middotmiddot nc
- -MiAdams 400 Investment Ptshp
Msoagir(Q Partner Meifefl1 id lnpoundiiini _Pthp Managing Partner sr middotGod 1nVeslmoo Pbhp Managiog Partnef
-LampftPtshp TruSt6e
ThOGalfaghmiddotorSliujiini middot Trust
(4) (bull) of Voting Shares in BHC
(4) (b) of Voting Shares In SUbs
Names of other companies frf 25 degmom voting securiDes arn heJd NIA
NIA
NIA
NIA
NIA
NIA
NIA
Hennarm Lnnd Investment Ptshp 25
K6irland lovStrnerrlPiStip 25 NIA
NIA
NIA
Laod lNeStrnloi PlShp 25
df1li3 lfjJrlvtrpnt PWiP 25
Land l hp 25
e(Lao1fl PtShp 25_-xmiddotmiddot middot
standard tWesTrust 25 middot
(1) Name amp Address
Tnnothy J GsJlaghet Burr Ridge IL
(2) Principal Occupation [d other than with BHC)
(J) (a) TrltePosifion wtth BHC
(3)(b) TdiePosffion wittl Subskfcuies
OlaHrnan of the Board
(J) (c) TitlePosition with other businees
PreOOeot Brittany Glen Homeownoc l=gtc Suffield Woods Homeowner Assoc FanntngdaJe Viage Com Assoc fumlogdale Vdlage Com Assoc 2 Misty Meadoyenr Homeowner Assoc 1ltings1on Hills liomeOMler Assoc Gallagheramp Henrys Condos Goodiogs Grove Assoc Ganaghcr amp Heruys Goocfings Grove Umbretia Assoc Farmingdale Vil Cooos of Woodridge Homeowner Assoc Radc5ffe rtMe TOvlfflhomes Assoc
BNC OWnefs Assodatioo
Boughton Woodward Commenial Center LLC su-lgle MembeltUC- GB4 i5 member
Union Poirrte Investors Uc Sing1e MemberlLC- Union PcWe Oevclopmeot Co b member
Uoion POOte Buadlog Venture 1lLC Union 00rt lnvestorn LlC ts member Union Pofrrte Buikfing Venlilre 112 LLC Unton Point nveslor lLC is member
Union Pointe Boikfing Venture 3 LLC Union Poinl lnveslors UC is member
standgtnJ Bank -ALm1 Construction Co LlC
Pminlaquo Frtzyerald Lnnd Investment Pbttp
(lt)(bull) ofVotlng Shares in BHC
11520
(4) (b) ofVotiog Shares in Subs
NIA
Names of other companies (If 25 or l1XgtflJ voting securities aro held
NIA NIA NIA NIA NIA NIA NIA WA NIA NIA NIA
WA
NIA
WA
WA
NIA
NIA
WA
NIA
NIA
NIA
WA
WA
(1) =
Timothy J GJJbghctshyBorr Ridge IL
(2) Principal (if oUJef than wtth BHC)
3 (a) TitlePosition wilh BHC (3) 1c) Trtielosilion with other businesses ampcretuy amp Henry Inc
_ GieoMXgtd Developmeot Co
Partner Hermann Land Investment Pt5hp KOOr land Investment Ptstip
Secret3y Kolcast Homes loo
__ Koamp Construction Co Inc
Secrebgty Ordnrd Hin Buikfing Co Inc
Pa1nelt srrvb land 1ovestrnent Pshp -Smotelt Land Investment Ptshp Trustee- Vote 100 The Gollagher stmdafd
Trust
-- uruoo Pointe Development Co
lt4)(a) ofVotiog Shares in BHC
(4) (b) of Voting Shares In Sobs
tfamos of othcreomnk (lf25 ormoro vo6ng sccuritios arc held
NIA
NIA
NIA
Hennano Land Investment Ptshp 25
Kolar land Investment Pshp 25
NIA
NIA
NIA
Maas Land Investment Ptshp 25
McAdams Iand lnv=tmeni Plshp 25
Medema land lnvestme111 Ptshp 25
NIA
NIA
NIA
Slivka land Investment Plshp 25
SmoterUmd I Ptshp 25
Unkio Pointe Devdopmcot Co 25
(11 (21 Pl (a) 3 (b) 3) c) 4 (a) (4)b) Names of othelt com pan Name amp Adqross princi Occupation TJdcPositiorl TJHePositiorl TrticPosIDon of Voting of Voting [If 25 or mon voting
(if other than with Bl tc) wtth SHC with Subsidiaries with other businesses Shares In BHC Shares in Subs securities are heJd
Timothy J GaUagilet Slaquoretmy GB4 Inc SurRXgeIL GB4 lnc 251
Uoioo Polnte Bonding Venture 3 UC NIA Uoiont PoCnt lnves1ocs LLC is member
Lawraooe P Kelley NIA DirododVJCO Chaifman Oamp-edooVlce Chairman NIA 023lt))1 NIA NIA Pltullt IL PreraquoleoUCEO -0-0
standam Bank
Atampief Ko-arldt NIA DirodOlt Dirodoc NIA 0140 NIA NIA 1-fmsdak ll -
Howrd K Priess JI - deg Dirodoc Solo Pradiltgtoelt 0140 NIA NIA NapeMe IL Standard Bank
Owner White Oak Construction LlC Wh4te Oak Construction LLC 100
Robert A RoslKWt NIA Lead ndepcodeot Director oltedoc NIA D140( NIA NIA QOCago u standanl Bank
Charles E Shomo rv NIA deg Ciredor NIA 013lfI( NIA NIA Bur Ridgo IL standam Bank
Patrick J Hunt NIA _ Executive VPCFO NIA 008 NIA NIA Palos Heights IL EVPCfO standanl Bank
deg Scoltzu NIA Asst VPJAssl Asst VPAsst Secy NIA 00CXgt1 NIA NIA
Everyreen Park IL Sea-- SiandagtO Bank
STANDARD BANCSHARES INC AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (in thousands except share data)
Note 2 - Cash and Cash Equivalents
The Companys banking subsidiary is required by the Federal Reserve Bank to maintain certain average cash reserve balances The required reserve balance at December 31 2014 and 2013 was $1 7889 and $ 1 7 395 respectively
The nature of the Companys business requires that it maintain amounts due from banks federal funds sold and interest-bearing deposits in other banks which at times may exceed federally insured limits Management monitors these correspondent relationships and the Company has not experienced any losses in such accounts
Note 3 - Investment Securities
Carrying amounts and fair values of investment securities were as follows
December 3 1 2014 December 31 2013 Gross Gross Gross Gross
Amortized Unrealized Unrealized Fair Amortized Unrealized Unrealized Fair Cost Gains Losses Value Cost Gains Losses Value
Held-to-maturity
Mortgage-backed $ 266 $ 18 $ $ 284 $ 378 s 25 $ - $ 403 securlties - residential
States and political subdivisions 2230 2230
Trust preferred security 1 392 (342) 1 050 1384 372) 1012
Total held-to-maturity 3888 18 (342) 3564 1762 25 (372) 1 415
Available-for-sale US g overnment-sponsored 1 46410 72 (1 75) 1 46307 1 24245 186 124431
entities and agencies
Mortgage-backed securities - residential 3436 232 3668 1 1287 916 12203
Equity securtties 4235 184 441 9 2235 735 (16) 2954
Total available-for-sale 154081 488 (175) 154394 137767 1837 (16) 139588
Total investment securities $157969 $506 $(517) S157958 $1 39529 $1862 $ (388) $141 003
15
STANDARD BANCSHARES INC AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (in thousands except share data)
Note 3 - Investment Securities (Continued)
The amortized cost and fair value of debt securities at December 31 2014 by contractual maturity are shown below Maturities may differ from contractual maturttie in mortgage-backed securities -residential because the mortgages underlying the securities may be called or repaid without any penalties Equity securities have no maturity therefore these securities are not included in the maturity categories in the following summary
Amounts maturing in
One year or less After one year through five years After five years through ten years Over ten years Mortgage-backed securities - residential Equity securities
Total
Securities Held-to-maturity
Amortized Fair Cost Value
$2155 $2155 75 75
1392 1050 266 284
3 888 3 564
Securities Avaiiable-for-sale
Amortized Fair Cost Value
$ 33447 $ 33486 112963 112821
3436 3668 4 235 4 419
154 081 154 394
Equity securities include $4027 of Community Reinvestment Act (CRA) eligible mutual funds and $392 in Fannie Mae and Freddie Mac preferred stock
The proceeds from sales of securities available-for-sale and the associated gains and losses are listed below for the year ended 2014
Proceeds
Gross gains Gross losses
There were no sales of securities in 2013 or 2012
$6375
611
Investment securities with a carrying value of $115645 and $135656 at December 31 2014 and 2013 respectively were pledged to secure public deposits short-term borrowings and for other purposes required or permitted by law
Information pertaining to securities with gross unrealized losses at December 31 2014 and 2013 aggregated by investment category and length of time that individual securities have been in a continuous loss position follows
16
STANDARD BANCSHARES INC AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (in thousands except share data)
Note 3 - Investment Securities (Continued)
Less Than 1 2 Months
December 31 201 4
Held-to-maturity Trust preferred security
Available-for-sale US government-sponsored
entities and agencies
Fair Value
$
$76908
Gross Unrealized
Losses
$
$(1 75)
1 2 Months or Greater
Fair Value
$ 1 050
$
Gross Unrealized
Losses Fair Value
$(342) $ 1 050
$ $76908
Total Gross
Unrealized Losses
$ (342)
$ (1 75)
Less Than 1 2 Months 1 2 Months or Greater Total Gross Gross Grnss
Fair Unrealized Unrealized Unrealized December 31 2013 Value Losses Fair Value Losses Fair Value Losses
Held-to-maturity Trust preferred security $ $ $ 1 012 $(372) $ 1 0 1 2 $ (372)
Available-for-sale Equity securities $1 984 $ (1 6) $ $ $ 1 984 $ (1 6)
Management evaluates securities for other-than-temporary impairment at least on a quarterly basis and more frequently when economic or market concerns warrant such evaluation Consideration is given to (1) the length of time and the extent to which the fair value has been less than cost (2) the financial condition and near-term prospects of the issuer and (3) the intent and ability of the Company to retain its investment in the issuer for a period of time sufficient to allow for any anticipated recovery in fair value
The Company had seventeen securities in a loss position at December 31 2014 One security is a trust preferred security with an amortized cost of $1 392 and an unrealized loss of $342 The other sixteen securities are government sponsored entity and agency securities with an amortized cost of $77083 and an unrealized loss of $175
The unrealized loss on the trust preferred security and government-sponsored entities and agencies were related to changes in interest rates and illiquidity in the financial services industry Management has evaluated the prospects of the issuer in relation to the severity and duration of the impairment Based on that evaluation and managements ability and intent to hold those investments for a reasonable period of time sufficient for a forecasted recovery of fair value management does not consider those investments to be other-than-temporarily impaired at December 31 201 4
17
STANDARD BANCSHARES INC AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (in thousands except share data)
Note 4 - Loans
Major Classifications of loans are as follows
Construction and land development Commercial Commercial real estate non-owner occupied Commercial real estate owner occupied Residential real estate Consumer
Total
Origination fees - net of costs Allowance for credit losses
Loans net
201 4 $ 110343
449341 427043 569269 1 18612
97066
1 771 674
( 1 023) (26320)
$1744331
2013 $ 140294
324898 4 1 9775 550900 1 1 7 343 1 08664
166 1 874
(984) (40895)
$161 9995
Construction loans are generally based upon estimates of the cost and value associated with the construction of the property Construction loans often involve the disbursement of substantial funds with repayment primarily dependent upon the success of the completed project Sources of repayment for these types of loans may be permanent loans from long-term lenders or sales of developed property Generally these loans have a higher risk profile than other real estate loans due to their repayment being sensitive to real estate values interest rate changes governmental regulations of real property demand and supply of similar projects the availability of long term financing and changes in general economic condition
Commercial loans are primarily lines of credit and equipment loans that are secured by accounts receivable inventory fixed assets and sometimes with real estate These loans are repaid through the operating cash flow of the company The increase in commercial loans was due to generally improved business activity resulting from the stabilizing economy and our focus on generating growth in this category of lending in order to better diversify our commercial portfolio Commercial loans are underwritten after evaluating and understanding the borrowers ability to operate its business
Underwriting standards are designed to ensure repayment of loans and mitigate loss exposure As part of the underwriting process the Company examines current cash flows to determine the ability of the borrower to repay its obligations as agreed Commercial loans are primarily made based on the identified cash f lows of the borrowers and secondarily on the underlying collateral provided by the borrower
Commercial real estrite locins consisted primarily of loans to business owners and developersinvestors in owner and non-owner occupied commercial properties The Company classifies the properties into owner-occupied which represents loans where more than 50 of the rental income is from the owner of the property or a related company and non-owner occupied represents loans where less than 50 of the rental income is from the owner of the property Non-owner occupied can include 5-unit or more apartment buildings retail office buildings hotels warehouse and industrial properties Repayment will come from the rental income paid by the tenants or owner Commercial real estate loans are subject to underwriting standards and processes similar to commercial loans in addition to those standards and processes specific to real estate Commercial real estate lending typically involves higher loan principal amounts and the repayment of the loans is largely dependent upon the successful operation of the property securing the loan or the business conducted on the property securing the loan Commercial real estate loans may be more adversely affected by conditions in the real estate market or in the general economy The properties securing the Companys commercial real estate portfolio are diverse in terms
1 8
STANDARD BANCSHARES INC AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (in thousands except share data)
Note 4 - Loans (Continued)
of type and geographic location within our market area Management monitors and evaluates real estate loans based on cash flow collateral location and risk grade criteria
The residential real estate portfolio consists of 1-4 family first lien loans secured by the borrowers home and are generally within our market area Any loans outside our market area are to customers with homes or businesses in our market areas
The consumer loans consist of loans to individuals for consumer purposes home equity loans home equity lines of credit and second mortgages Consumer loans are centrally underwritten utilizing various loan policy guidelines that take into consideration the borrowers ability to repay and the collateral offered
At December 31 2014 and 2013 certain officers directors and companies in which they have beneficial ownership were indebted to the Bank in the aggregate amount of $32267 and $36457 respectively During 2014 no new loans were made to such related parties and net repayments on existing loans amounted to $4 1 90 During 2013 new loans made to such related parties amounted to $389 and net repayments on existing loans amounted to $2082
19
STANDARD BANCSHARES INC AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (in thousands except share data)
Note 4 - Loans (Continued)
All owance fo r Credit L osses
Following is a summary of the activity in the allowance for credit losses
Commercial Commercial Real Estate Real Estate Non-owner Owner Residential
December 31 2014 Construction Commercial Occu12ied Occu12ied Real Estate Consumer Total
Allowance for loan losses
Beginning balance $ 16575 $ 2072 $ 3390 $ 1 2255 $ 3545 $ 3057 $ 40895
Provision for credit losses (1 945) 1981 5370 (3859) 193 1 228 2967
Loans charged-off (1 1 039) ( 1 717) (4247) (2632) (475) (994) (211 04)
Recoveries 2 833 _llsect 200 __sectQ __fil1_ 3 562
Total ending allowance balance $_JJA23 L2A28 $_A79j_ $ 5 955 $ 3 323 $ 26 320
Commercial Commercial Real Estate Real Estate Non-owner Owner Residential
December 31 2013 Construction Commercial Occu12ied 0CCUQied Real Estate Consumer Total
Allowance for loan losses
Beginning balance $17755 $ 4168 $ 1 3052 $ 18109 $ 3317 $ 2805 $ 59206
Provision for credit losses 6401 (724) (839) 2310 742 861 8751
Loans charged-off (7635) (1472) (1 0720) (8237) (515) (659) (29238)
Recoveries _M __jQQ ---1sectfil 74 __ 1 -2Q --2J1sect Total ending allowance balance $16 57S $2J)72 $ 3 390 $ 12 256 L351s UD57 $ 40 895
Commercial Commercial Real Estate Real Estate Non-owner Owner Residential
December 31 2012 Construction Commercial Occu12ied 0CCUQied Real Estate Consumer Total
Allowance for loan losses
Beginning balance $13016 $ 3214 $ 5275 $ 11620 $ 1975 $ 1860 $ 36960
Provision for credit losses 791 6 4614 8620 6815 3149 2270 33384
Loans charged-off (6354) (3937) (917) (401) (1841) (1362) (14812)
Recoveries ---11lZ _____fl_ 74 75 ___M ___E 3 674
Total ending allowance balance $1L155 $A1fill iil3 052 gt rn ms $ 3 3JZ $ 2 605 $ 59 206
20
STANDARD BANCSHARES INC AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (in thousands except share data)
Note 4 - Loans (Continued)
The following tables present the balance of the allowance for loan losses and the recorded investment in loans by portfolio segment and based on impairment method
December 31 201 4
Allowance for Joan losses
Ending balance individually evaluated for impainnent
Ending balance collectively evaluated for impainnent
Total ending allowance
Loans Ending balance individually evaluated
for impainnent Ending balance collectively evaluated
for impainnent
Total ending loan balances
Oecember 31 2013
Allowance for loan losses
Ending balance individually evaluated for impainnent
Ending balance collectively evaluated for impainnent
Total ending allowance
Loans Ending balance individually evaluated
for impainnent Ending balance collectively evaluated
for impainnent
Total ending Joan balances
Construction
s 5136
1 287
_$ 6 423
$ 20252
90 091
$jj0 343
Construction
$ 14662
1 913
_$ J6 szs
$ 35249
1 05 045
S140 29plusmn
Commercial
$ 601
1 827
_$ 2 428
$ 871
448470
$449 34j
Commercial
$ 461
1 6 1 1
$ 2 OZ2
$ 2294
322604
$32plusmn 888
2 1
Commercial Real Estate Non-owner Occupied
$ 1 373
3 41 8
$ 4Z9J
$ 1 5345
411 698
$427 043
Commercial Real Estate Non-owner Occupied
$ 1 865
1 525
$ 3 390
$ 1 5176
404 599
$4J9 ZZ5
Commercial Real Estate
Owner Occupied
$ 5 1 6
5 449
_$ 5 965
$ 6706
562563
$569 269
Commercial Real Estate
Owner Occupied
$ 3331
8 925
$ j2 256
$ 1 7201
533699
$550 900
Residential Real Estate
$ 1 665
1 658
$ 3 323
$ 5795
1 1 2817
$118 612
Residential Real Estate
$ 1 496
2 049
$ 3 545
$ 3799
1 1 3 544
S1H 343
Consumer Total
s 2 160 s 1 1 451
1 230 14 869
_$ 3 GO $ 76320
s 4377 $ 53346
92689 1 71 8328
_$ 97 066 $j Vj 674
Consumer Total
s 1 334 $ 23149
1 723 17 746
$ 3 057 $ 40 895
$ 3592 $ 77311
1 0 5072 1 584 563
S10B 664 S1 661 8Z4
STANDARD BANCSHARES INC AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (in thousands except share data)
Note 4 - Loans (Continued)
The following tables present loans individually evaluated for impairment by class of loans
Unpaid Allowance for Average Principal Recorded Loan Losses Recorded
December 31 2014 Balance Investment Allocated Investment
Wrth no related allowance recorded Construction $1 4349 $ 2200 $ $ 2824
Commercial 1 866 266 623
Commercial real estate non-owner occupied 12128 1 0392 1 1 282
Commercial real estate owner occupied 1 0541 3771 3617
Residential real estate 999 999 1 1 58
Consumer 2 557 ____1MQ --- -----1m Subtotal $42440 $1 91 87 _$ __
- $20780
With an allowance recorded
Construction $24344 $1 8052 $5 136 $27023
Commercial 605 605 601 1 498
Commercial real estate non-owner occupied 7149 4953 1 373 4132
Commercial real estate owner occupied 3163 2935 5 1 6 8607
Residential real estate 4796 4796 1 665 3736
Consumer _____bill_ _____bill_ ____lJ_sectQ 2 997
Subtotal $42875 $34159 $1 1 451 $47993
Construction $38693 $20252 $5136 $29847
Commercial 2471 871 601 2121
Commercial real estate non-owner occupied 1 9277 1 5345 1 373 1 5414
Commercial real estate owner occupied 1 3704 6706 5 1 6 1 2224
Residential real estate 5795 5795 1 665 4894
Consumer 5 375 4 377 ____lJ_sectQ 4 273
Total $1U51 S6JUL1
22
Interest Income
Recognized
$ 460
69
361 2 1 9
5 1
___g $ 11 92
$ 325 1 1
72
1 1 5
1 20
$ 676
$ 785
80
433
334
1 71
-----2i $1 868
STANDARD BANCSHARES INC AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (in thousands except share data)
Note 4 - Loans (Continued)
Unpaid Allowance for Average Interest
Principal Recorded Loan Losses Recorded Income December 31 201 3 Balance Investment Allocated Investment Recognized
With no related allowance recorded Construction $ 3440 $ 2790 $ $ 6783 $ 1 5
Commercial 1 761 1 761 1 828 76
Commercial real estate non-owner occupied 9051 9051 1 0068 410
Commercial real estate owner occupied 3664 341 3 1 368 84
Residential real estate 1 284 1 284 1 254 26
Consumer 1 477 ------1Jn --- ____1dQsect_ ___2Q Subtotal $20677 $1 9426 L____ $22809 LJill
With an allowance recorded
Construction $41 71 0 $32459 $1 4662 $32 188 $ 671
Commercial 533 533 461 499 6
Commercial real estate non-owner occupied 6125 6125 1 865 1 1 128 45
Commercial real estate owner occupied 20172 1 3788 3331 1451 6 318
Residential real estate 25 1 5 251 5 1 496 2170 1 01
Consumer 2 465 2 465 Subtotal $73520 $57885 $23149 $62354 llill
Construction $45150 $35249 $14662 $38971 $ 686 Commercial 2294 2294 461 2327 82
Commercial real estate non-owner occupied 1 5176 1 5176 1 865 21 1 96 455
Commercial real estate owner occupied 23836 17201 3331 15884 402
Residential real estate 3799 3799 1 496 3424 1 27
Consumer 3 942 3592 3 361 ___sectpound Total $M1_9Z $77 311 $23 149 $ll_5_1fill $1 814
23
STANDARD BANCSHARES INC AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (in thousands except share data)
Note 4 - Loans (Continued)
Unpaid Allowance for Average Interest
Principal Recorded Loan Losses Recorded Income December 31 2012 Balance I nvestment Allocated I nvestment Recognized
With no related allowance recorded Construction $ 2712 $ 1 819 $ $ 3600 $ 346
Commercial 1 763 1 410 1 931 7
Commercial real estate non-owner occupied 1 448 1 448 2451 1 5
Commercial real estate owner occupied 2238 2238 9805 60
Residential real estate
Consumer ---1Jlllli - ---1Jm --- ---
Subtotal $1 0056 $ 741 3 L___ $1 9690
With an allowance recorded Construction $43737 $ 39645 $12359 $45048 $ 455
Commercial 270 270 271 276
Commercial real estate non-owner occupied 27925 27489 1 1 777 20670 709
Commercial real estate owner occupied 4584 4584 1 782 4252 88
Residential real estate 3824 1 622 802 3842 88
Consumer 2885 ____LlQsect ______lQg Subtotal $83225 $ 7481 6 $27300 $76986 $ 1 373
Construction $46449 $41 464 $1 2359 $48648 $ 801 Commercial 2033 1 680 271 2207 7
Commercial real estate non-owner occupied 29373 28937 1 1 777 23121 724
Commercial real estate owner occupied 6822 6822 1 782 14057 148
Residential real estate 3824 1 622 802 3842 88
Consumer 4 780 1 704 ______lQg _isectQ1 ___TI Total Sfil281 $R222_9_
Interest income recognized includes interest accrued and collected on the outstanding balances of accruing impaired loans as well as interest cash collections on non-accruing loans and impaired loans for which the ultimate collectability of principal is not certain
24
STANDARD BANCSHARES INC AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (in thousands except share data)
Note 4 - Loans (Continued)
The following is an analysis of the age of the recorded investment in past due and nonaccrual Joans
December 31 2014
Construction
Commercial Commercial real estate
non-owner occupied Commercial real estate
owner occupied Residential real estate
Consumer
Total
December 31 201 3
Construction
Commercial Commercial real estate
non-owner occupied Commercial real estate
owner occupied
Residential real estate
Consumer
Total
Credit Qu ality Indicators
30-59 days
$ 398
714
122 726
1 457
30-59 days
$
1 89
41
61
907
_____sectQl_ $2 061
90 days or more past
due and 60-89 days accruing
$ 72 $
1 53
290 533
1 1 5 944 1 5
_filsect ___fil_ S2115 $_Z1fi
90 days or more past due and
60-89 days occruing
$ 672 $
66
770
395 1 9
886 248
-11sect _____sect $2 907 $_3j_Q
Total Past Current Non-accrual Due Loans Total
$20252 $20722 $ 89621 $ 1 1 0343
871 1 738 447603 449341
7291 81 1 4 41 8929 427043
26 1 2 2849 566420 569269 6424 8109 1 1 0503 1 1 861 2
4 039 6235 90 831 97 066
$41 489_ $1 723 907 $1 V1 674
Total Past Current Non-accrual Due Loans Total
$1 7361 $18033 $ 1 22261 $ 1 40294
479 734 324164 324898
6230 7041 412734 41 9775
131 08 13583 537317 550900
551 8 7559 1 09784 1 1 7343
4 1 76 5200 1 03 464 1 08 664
$52 150 $1 609 724 $1 661 874
The Company categorized its non-homogenous Joans into risk categories based on relevant information about the ability of borrowers to service the debt such as among other factor$ current financial information historical payment experience credit documentation public information and current economic trends The Company analyzes loans individually by classifying the Joan as to credit risk This analysis is done annually on a Joan by loan basis The Company uses the following definitions for classified risk ratings
Pass Loans classified as Pass are considered to be performing Joans that have adequate cash flow andor collateral based upon our underwriting process
Special Mention Loans classified as special mention have a potential weakness that deserves managements close attention If left uncorrected these potential weaknesses may result in deterioration of the repayment prospects for the Joan or of the institutions credit position at some future date
25
STANDARD BANCSHARES INC AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (in thousands except share data)
Note 4 - Loans (Continued)
Substandard Loans designated as substandard are inadeq uately protected by the current net worth and paying capacity of the obligor or the collateral pledged if any Loans have a wellshydefined weakness or weaknesses that jeopardize the liquidation of the debt They are characterized by the distinct possibility that the Bank will sustain some loss if the deficiencies are not corrected
Performing Not Rated Loans classified as Performing Not Rated are considered to be performing loans at the time of u nderwriting but historically ones in which we do not obtain updated financial information after the loans are originated These are generally consumer loans first mortgage home loans and home equity loans
Loans not meeting the criteria above are analyzed individually as part of the above described process and are considered to be unclassified loans Based on the most recent analysis perfornied the loan risk classifications are as follows
Special Performing December 31 2014 Pass Mention Substandard Not Rated Total
Construction $ 80127 $ 7719 $ 21249 $ 1 248 $ 1 1 0343
Commercial 442867 4915 1 559 449341
Commercial real estate non-owner occupied 399762 1 8880 8401 427043
Commercial real estate owner occupied 531 31 5 27295 1 0659 569269
Residential real estate 29747 1 1 9 8250 80496 1 1 8612
Consumer 8 91 0 312 5 939 81 905 97 066
Total $1 192 728 $ 59240 $ 56 057 SJ63 649 S1 ZZJ 6H
Special Performing December31 2013 Pass Mention S ubstandard Not Rated Total
Construction $ 90330 $ 9396 $ 37394 $ 3174 $ 1 40294
Commercial 309074 1 0445 4489 890 324898
Commercial real estate non-owner occupied 400738 10570 8467 419775
Commercial real estate owner occupied 502095 1 0840 37965 550900
Residential real estate 3567pound 1 09 7881 73677 1 17 343
Consumer 9 099 -----1fill 7 828 89 826 1 08664
Total SJ 47 OJ2 M32Z1 $104 021 S167 567 $1 661 871
The Bank considers the performance of the loan portfolio and its impact on the allowance for loan losses For residential and consumer loan classes the Bank evaluates credit q uality based on the payment and aging status of the loan Payment status is reviewed on a q uarterly basis with respect to determining adequacy of the allowance for Joan losses
26
STAN DARD BANCSHARES INC AND SUBSI DIARIES
NOTES TO CONSOLI DATED FI NANCIAL STATEMENTS (in thousands except share data)
Note 4 - Loans (Continued)
Tro ubled Debt Restructurings (TOR)
Loans classified as TD Rs totaled $1 8541 as of December 31 201 4 of which $1 5665 were performing and $2876 were on non-accrual loans classified as TDRs totaled $1 8095 as of December 31 201 3 of which $1 6596 were performing and $1 499 were on non-accrual
The Bank has allocated $1 797 and $ 1 3 1 4 in specific reserves to customers whose loan terms have been modified in troubled debt restructurings as of December 31 201 4 and 201 3 The Bank has committed to lend additional amounts of $45 and $26 as of December 31 201 4 and 201 3 to customers with outstanding loans that are considered to be troubled debt restructurings These loans involved the restructuring of terms to allow customers to mitigate the risk of foreclosure or default by meeting a lower loan payment requirement based upon their current cash flow These may also include loans that renewed at existing contractual rates but below market rates for comparable credit For commercial loans these m odifications typically include a lowering of the interest rate on the loan In some cases the modification will include separating the note into two notes with the first note structured to be supported by current cash flows and collateral and the second note made for the remaining unsecured debt The second note is charged off immediately and collected only after the first note is paid in full This modification type is commonly referred to as an A-B note structure For consumer mortgage loans the restructuring typically includes a lowering of the interest rate to provide payment and cash flow relief For each restructuring a comprehensive credit underwriting analysis of the borrowers financial condition and prospects of repayment under the revised terms is performed to assess whether the structure can be successful and that cash flows will be sufficient to support the restructured debt Anmiddot analysis is also performed to determine whether U1e restructured loan should be on accrual status Generally if the loan is on accrual at the time of restructure it will remain on accrual after the restructuring In some cases a nonaccrual loan may be placed on accrual at restructuring if the loans actual payment h istory demonstrates it would have cash flowed under the restructured terms After six consecutive payments under the restructured terms a nonaccrual restructured loan is reviewed for possible upgrade to accruing status
As with other impaired loans an al lowance for loan loss is estimated for each TOR based on the most likely source of repayment for each loan For impaired loans secured by real estate that are collateral dependent the allowance is computed based on the fair value of the underlying collateral For impaired loans where repayment is expected from cash flows from business operations the allowance is computed based on a discounted cash flow computation
27
STANDARD BANCSHARES INC AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (in thousands except share data)
Note 4 - Loans (Continued)
Troub led Debt Restructurings (TOR) (Continued)
The following table presents loans by c lass modified as troubled debt restructurings that occurred during the years ended December 31 2014 and 2013
Pre- Post-modification modification
Number outstanding outstanding 2014 of loans recorded recorded
investment investment Construction 1 $ 706 $ 813 Commercial real estate owner occupied 2 483 564 Residential real estate 3 1206 1 206 Consumer 5 563 563
Total 11 $2958 $3146
2013 Commercial real estate non-owner occupied 3 $14371 $ 8 670 Commercial real estate owner occupied 3 3505 3581 Commercial 2 1758 1804 Residential real estate 1 403 403
Total 9 $20037 $1 4458
The troubled debt restructurings modified in 2014 and 2013 described above increased the allowance for credft losses by $784 and $317 and did not result in any post-modification charge offs during the years ended December 31 2014 and 2013 respectively
28
STAN DARD BANCSHARES I NC AND SUBSIDIARI ES
NOTES TO CONSOLI DATED FI NANCIAL STATEMENTS (in thousands except share data)
Note 4 - Loans (Continued)
Tro uble d Debt R estructurings TOR ) (Continued)
The following table presents troubled debt restructurings by class and type of modification that occurred during the years ended December 31 2014 and 2013
AB Note Rate Restructure Reduction
2014 Construction $ $ -
Commercial real estate owner occupied 48
Residential Real Estate Consumer 218
Total $ $266
AIB Note Rate Restructure Reduction
2013 Commercial real estate non-
owner occupied $13901 $ 470 Commercial real estate
owner occupied 3073 Commercial 1758 Residential Real Estate 403
Total $13901 $5704
29
Rate Reduction
To Pay amp Advance Taxes of Funds
$ $ 706
435
$435 $ 706
Rate Reduction
To Pay amp Advance Taxes of Funds
$ $
432
$432 $
I nterest Only
Period
$
1206 345
$1551
I nterest Only
Period
$
$
Total
$706
483 1206
563 $2958
Total
$14371
3505 1758
403 $20037
STANDARD BANCSHARES I NC AND SUBSI DIARIES
NOTES TO CONSOLI DATED FINANCIAL STATEMENTS (in thousands except share data)
Note 4 - Loans (Continued)
Troubled Deb t Restru cturings (TOR) (Continued)
The following table presents loans by class modified as troubled debt restructurings for which there was a payment default within twelve months fol lowing the modification during the year ended December 3 1 2014 There were no payment defaults within twelve months following the modification during the year ended December 31 201 3
2014 Commercial
N umber of loans
1
Recorded Investment
$1 600
The troubled debt restructurings that subsequently defaulted in 2014 described above increased the allowance for credit losses by $233 during the year ended December 31 2014 In 2013 there were no troubled debt restructurings for which there was a payment default within twelve months following the modification The troubled debt restructurings resulted in $1600 of charge offs during the year ended December 31 201 4 The troubled debt restructurings did not result in any charge offs during the year ended 2013
Note 5 - Mortgage Servicing Rights
Following is a summary of the activity for mortgage servicing rights
Beginning balance Costs capitalized Accumulated amortization
Ending balance
2014 $ 2726
544 (835)
$ 2 435
2013 $ 2169
1 339 (782)
$ 2 726
2012 $ 1525
1434 (790)
$ 2 169
The aggregate fair value of mortgage servicing rights is based on fundamental analysis and the present value of expected future cash inflows In estimating fair value assumptions have been made regarding prepayment default and interest rates Mortgage servicing rights do not trade in an active market with readily observable prices The Company uses an independent third party to determine the fair value of mortgage servicing rights by estimating the fair value of the future cash flows associated with the mortgage loans being serviced Key economic assumptions used in measuring the fair value of mortgage servicing rights include but are not limited to prepayment speeds discount rates delinquencies and costs to service
A fair market estimate was completed by an independent third party in November 201 4 to determine the amount at which the asset could be exchanged in a current transaction between willing parties other than in a forced liquidation or sale Fair value was estimated based in part on the discounted future cash flows estimated to be received The evaluation used a discount rate for each pool of loan servicing rights which is intended to represent the estimated market yield and estimated cash flow for each pool of servicing rights by utilizing an assumed prepayment speed based on the characteristics of each pool No assurance can be given that the actual prepayments will conform to the prepayment speeds assumed The calculated fair value was compared to market values where possible to ascertain the reasonableness of the valuation in relation to the current market expectations
Mortgage servicing rights outstanding Estimated fair value as a percentage of loans serviced Principal value of loans serviced Estimated fair value of servicing rights outstanding
30
201 4 $ 2435
083 $394217 $ 3272
201 3 $ 2726
083 $382221 $ 3 1 72
STANDARD BANCSHARES INC AND SUBSIDIARIES
NOTES TO CONSOLI DATED FINANCIAL STATEMENTS (in thousands except share data)
Note 6 - Premises and Equipment
Major classifications of these assets are summarized as follows
Land Bank premises Furniture and equipment
Accumulated depreciation Premises and equipment - net
2014 $ 21 699
58 179 31 388
1 1 1 266 (50352)
$ 609 14
201 3 $ 2361 0
69 1 33 44467
1 3721 0 (71 428)
$ 65782
Depreciation expense amounted to $3479 $3668 and $3949 in 2014 201 3 and 2012 respectively_
The Company sold land buildings and vehicles for total proceeds of $1 824 $2 and $1 8 resulting in gross gains on sales of $49 1 $1 and $ 1 8 in the years ending December 3 1 2014 201 3 and 201 2 respectively
In December 2014 the Company signed a definitive agreement to enter into a sale-leaseback of land and buildings for two of its locations The Company designated $ 1 462 of premises as held for sale No write-down was taken at the time of transfer as the assets were anticipated to be sold at a gain In February 2015 the Company closed on a transaction a portion of the gain on sale was recognized in non-interest income The remaining gain was deferred and will be amortized into non-interest income over the lease term
Note 7 - Other Real Estate Owned
Activity in other real estate owned is summarized as followsmiddot
Beginning balance Acquired through or in lieu of foreclosure Proceeds from sales Gain (loss) on sales Write down on other real estate owned
Ending Balance
2014 $ 1 2 930
6 035 (2004)
426 ( 1 1 54)
$1 6233
2013 $1 6896
3 912 (51 35)
170 (2913)
$1 2930
201 2 $ 1 1 496
1 2 1 08 (4096)
(1 36) (2476)
$ 1 6 896
Operating expenses associated with other real estate owned net of write-downs on other real estate owned were $498 $1 96 and $976 in 2014 201 3 and 201 2 respectively
Note 8 - Intangibles
Core deposits Accumulated amortization Core deposits net
2014 2013
$ 8946 (7798)
$ 1 148
$ 8946 (7 1 05)
$ 1 841
Amortization expense amounted to $693 $789 and $885 in 2014 2013 and 20 12 respectively Core deposit intangibles are amortized over an estimated life of fifteen years
middot----- l n-201-2-the-Gompany-reGorded-a-ful l-write-down-of-$239g7-of-goodwill-as-it-was-determined-t0-be--shy
impaired_
3 1
STAN DARD BANCSHARES INC AND SUBSI DIARIES
NOTES TO CONSOLI DATED FI NANCIAL STATEMENTS (in thousands except share data)
Note 9 - Bank Owned Life Insurance
The Bank acquired life insurance policies through prior bank acquisitions and by direct purchase At December 3 1 2014 and 2013 the cash surrender value of these policies was $48470 and $47033 respectively No additional l ife insurance was purchased during 2014 or 2013
Note 10 - Deposits
Deposits at December 3 1 2014 and 2013 by major category are as follows
Demand deposits Non-interest-bearing Interest-bearing
Total demand deposits Savings deposits Time deposits Brokered deposits
Total deposits
2014
$ 612646 492 799
1 1 05445 374142 405857 1 08 1 28
$1 993 572
201 3
$ 536325 525 145
1 061 470 36341 8 427815
66 402
$1 91 9 1 05
The aggregate amount of deposits reclassified as loans (overdrafts) amounted to $2548 and $2781 at December 3 1 2014 and 201 3 respectively
Time deposits that met or exceed the FDIC insurance limit of $250 at year-end 201 4 and 2013 were $1 1 0 1 77 and $92681 respectively
At December 3 1 2014 scheduled maturities of certificates of deposit including brokered deposits are as follows
201 5 2016 2017 201 8 201 9 2020 and thereafter
$408455 65585 1 9838
9830 1 0277
$513 985
Deposits from related parties totaled $33614 and $32595 at December 31 2014 and 201 3 respectively
32
STANDARD BANCSHARES INC AND SU BSI DIARIES
NOTES TO CONSOLI DATED FINANCIAL STATEMENTS (in thousands except share data)
Note 1 1 - Advances from Federal Home Loan Bank
There were no outstanding advances with the Federal Home Loan Bank at December 3 1 201 3 The indebtedness to the Federal Home Loan Bank at December 3 1 2014 was $1 5000 consisting of the following fixed rate advances
Due Date
June 27 201 6 June 27 201 6
Total advances
I nterest Rate
057 057
2014
$1 3000 2 000
$1 5 000
Al l advances and letters of credit from the Federal Home Loan Bank (FHLB) were secured by a g eneral lien on qualifying commercial real estate residential mortgages and home equity loans of the Bank Each advance is payable at its maturity date with a prepayment penalty for fixed rate advances Letters of credit outstanding from the FHLB totaled $3872 and $41 946 at year-end 2014 and 201 3 respectively The advances and letters of credit were collateralized by $679990 of commercial real estate and mortgage loans in 2014 and $203845 of mortgage loans under a blanket lien arrangement at year-end 2013 Based on this collateral and the Companys holdings of FHLB stock the Company was eligible to borrow up to a total of $26951 3 at year-end 2014
Note 1 2 - Other I ncome
Other income consists of the following
Gain (loss) on sale of other real estate owned Gain on sale of premises and equipment Debit cardATM fees Trust feesBrokerage Fees Loan fees and commissions Cash management Bank Owned Life Insurance income Miscellaneous income
Total other income
33
2014
$ 426 491
28 1 8 2533
658 2641 1 437
921
lll 1 925
201 3 201 2
$ 1 70 $ ( 1 36) 1 1 8
2935 2829 2364 1 927
680 932 2286 2020 1 437 1 469 1 267 886
ll1 1 1 40 ll 9 945
STANDARD BANCSHARES INC AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (in thousands except share data)
Note 1 3 - Employee Benefit Plans
Profit Sharing
The Companys bank subsidiary maintains a defined contribution 401 (k) Plan Under terms of the Plan employees meeting age and service requirements may elect to have their compensation reduced and have that amount contributed to the Plan as a salary deferral contribution The Bank at its discretion may make a matching contribution to the Plan equal to a u niform percentage of the salary deferral contributions Apart from any matching contribution the Bank may also make a separate discretionary contribution to the Plan The final liability for matching contributions if any is determined after yearshyend requiring the Bank to estimate its discretionary contribution expense at year end Contribution expense recorded by the Bank amounted to approximately $ 1 1 79 $1 254 and $ 1 685 for 2014 201 3 and 201 2 respectively
Non-Qualified Plan
The Bank maintains a non-qualified deferred compensation plan for a select group of management and employees as determined by the Board of Directors Annual awards if any are based o n preshyestablished performance criteria which are communicated to eligible employees Benefits under the Plan vest after a five year period The liability under the Plan was $403 and $503 as of December 3 1 2014 and 201 3 respectively There was n o expense recorded in 2014 2013 o r 2012
Non qualified Sto ck Option Plan
Pursuant to the Capital Raise Investment Agreements on February 1 2 20 1 3 the Board of Directors of the Company adopted the Standard Bancshares Inc Stock Option Incentive Plan to be effective immediately after the Closing of the capital raise (please refer to Note 21 ) Pursuant to the Stock Option Incentive Plan the Compensation Committee of the Board of Directors of the Company is authorized to grant Incentive Stock Option awards Nonqualified Stock Option awards or a combination thereof to certain officers directors consultants or employees of the Company or any of its Subsidiaries or Affiliates aggregating up to 5402524 shares of the Companys common stock
The option price per share of stock purchasable under a stock option shall not be less than 1 00 of the fair market value of the common stock on the day of the grant Stock option vesting is based o n two components 1 ) a time vested option that vests over four years one fourth on each of the first four anniversaries from the option grant date and 2) a performance vested option that vests if there is an exit event resulting in the investor actually realizing an internal rate of return (RR) greater than or equal to 1 2 based on their original investment of $465 per share on February 22 201 3 Vesting is subject to acceleration in certain circumstances The options will expire if not exercised within 1 0 years of the
middot
date of grant and under certain other (employment) circumstances
The fair value of options granted was estimated on the date of grant using the Black Scholes optionsshypricing model using the assumptions noted in the table and commentary below The risk free rate of return is based on the constant maturity yield of a US Treasury note with a fixed rate term of 1 0 years at date of grant The volatility rate is derived from historical index values of publicly-traded commercial banks with assets between $1 and $5 billion Index values of comparably sized companies were used as a proxy because the Companys common stock is not exchange-listed and there is not an active trading market for the common stock The dividend yield assumption is based o n the Companys expected dividend payouts
34
STANDARD BANCSHARES INC AND SUBSIDIARI ES
NOTES TO CONSOLIDATED FI NANCIAL STATEMENTS (in thousands except share data)
Note 1 3 - Employee Benefit Plans (Continued)
Risk free rate of return
2014 20 1 3
275 1 97 Time remaining until expiration of the options Volatility rate
1 O years 1 0 years 1 392 1 587
Dividend yield 000 000
A summary of the activity in the non-qualified stock option plan for 2014 follows Weighted Average
Weighted Remaining Average Contractual
Number of Exercise Term Time Vested Stock Options Shares Price (in years)
2014 Outstanding at beginning of year 1 46651 5 $ 465 915
Granted 1 1 701 95 515 916 Exercised
Expired
Forfeited (23545) 494 870
Outstanding at end of year 2613 165 $ 487 860
Exercisable at end of year 366629 $ 465 815
2013 Outstanding at beginning of year $ Granted 1 466515 465 9 15 Exercised
Expired
Forfeited
Outstanding at end of year 1 465515 $ 465 9 15
Exercisable a t end o f year $
Aggregate Intrinsic Value
$ 1 1 1 8
$ 238
$ 733
$
The weighted average fair value of time vested options granted during 201 4 and 201 3 was $1 21 and $1 3 2 per option respectively
35
STANDARD BANCSHARES INC AND SUBSIDIARI ES
NOTES TO CONSOLIDATED FI NANCIAL STATEMENTS (in thousands except share data)
Note 1 3 - Employee Benefit Plans (Continued)
Performance Vested Stock Options 2014 Outstanding at beginning of year
Granted
Exercised
Expired
Forfeited
Outstanding at end of year
Exercisable at end of year
2013 Outstanding at beginning of year
Granted
Exercised
Expired
Forfeited
Outstanding at end of year
Exercisable at end of year
1 466515
1 170195
(26909)
2609801
1 465515
1 465515
$ 465
515
490
$ 487
$
$ 465
$ 465
$
91 5
91 6
864
860
g_1 5
91 5
$ 1 1 1 8
$
$ 733
$
The weighted average fair value of performance vested options granted during 201 4 and 201 3 was $040 for each year
Time Ve ste d O ption s
The Company recognized $782 and $44 I of stock-based compensation expense related to the granting of time vested stock options for the years ended December 20 14 and 2013 respectively There were no time vested options granted in 2012
As of December 3 1 201 4 there was $2 1 30 of total unrecognized compensation cost related to nonshyvestediime vested options granted underthe Plan The unrecognized cost is expected to be recognized over a weighted-average period of 26 years
Performan ce Veste d O ption s
The value of the performance vested options is a function of 1 ) the likelihood of a n Exit Event and 2) the likelihood of that Exit Event achieving the 1 2 IRR threshold These weighted average probabilities are then m ultiplied by the full value of a time vested option to derive the value of the performance options
The valuation methodology for the performance vested options involved ihree separate analysis
I Sale of control analysis 2 Initial public offering analysis 3 Remain private analysis
There was no expense recorded in 201 4 and 201 3 related to the performance vested options
There were no performance vested options granted in 201 2
36
STANDARD BANCSHARES INC AND SUBSIDIARI ES
N OTES TO CONSOLI DATED FI NANCIAL STATEMENTS (in thousands except share data)
Note 1 3 - Employee Benefit Plans (Continued)
As of December 3 1 2014 there was $1 059 of total unrecognized compensation cost related to nonshyvested performance vested options granted under the Plan The cost is expected to be recognized when it is determined that it is probable that a qualifying Exit Event will occur
Note 1 4 - Commitments
Operating Leases
The Bank leases property at various branch locations unde r terms that are considered to be an operating lease The leases expire in various years through 2020 Office rent expense was $728 $875 and $919 for 2014 2013 and 2012 respectively
Other Co mmitments
The Bank has a contract with a computer seNice company that expires in 201 6 Data processing expense was $2729 $2746 and $2424 for 201 4 201 3 and 2012 respectively
Annual future minimum payments for these agreements are as follows
Note 1 5 - Income Taxes
Year ending December 31 201 5 201 6 2017 20 1 8 201 9 2020 and thereafter
$3037 2884
394 203 1 26
1 6 $6 660
The components of the provision (benefit) for income taxes are as follows
Current Deferred Total Tax Expense (Benefit)
2014 $ 3494
7 1 62 $ 1 0656
201 3 $ 2373
3425 $ 5798
2012 $ 1 306
(6928) $ (5622)
The effective tax rate differs from the federal statutory rate primarily due to the following
Tax at statutory federal income tax rate Tax exempt interest income State income taxes net of federal benefit BOLi income Meals and entertainment Non-deductible expenses Goodwill impairment
201 4
$8483 (133) 1 5 1 6 (486)
77 76
Stock settled rights expense 639
201 3 $ 4750
(82) 766
(486) 84
1 02
2012 $(1 2371 )
(1 08) (866) (500)
79 80
8 1 55
O th enet--=====48=====664=--====(-l --
$1 0656 $ 5798 $ (5622)
37
STANDARD BANCSHARES INC AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (in thousands except share data)
Note 1 5 - Income Taxes (Continued)
The net deferred tax asset included at December 31 2014 and 2013 consists of the following
2014 201 3 Gross deferred tax assets
Allowance for loan losses $19212 $23305 Other real estate owned 2866 49 1 6 Non-accrual loan interest 4064 3 991 State net operating loss 1 835 2358 Accrued compensation 1 938 1 471 Depreciation 1 387 1 412 FNMA amp FHLMC preferred stock 1 270 1 270 Other assets 271 434
Total gross deferred tax assets $32843 $39 157
Gross deferred tax liabilities Purchase accounting adjustments $ 1 069 $ 1 282 Mortgage servicing rights 946 1 060 Unrealized gainloss on AFS securities 1 1 9 692 Other liabilities 1 306 1 31
Total gross deferred tax liabilities $ 3440 $ 3 165
Net deferred tax asset $29403 $35992
At December 31 2014 the Company has $33929 of Illinois net operating loss carryforwards expiring in 2025 and $2330 Indiana net operating Joss expiring in 2025 and 2026 which will be available to reduce future taxable income
The Company does not expect the total amount of unrecognized tax benefrts to significantly change in the next twelve months The Company recognized no interest andor penalties related to tax matters in tax expense
The Company and its subsidiaries are subject to US federal income tax as well as income tax of the state of Illinois and Indiana The Company is no longer subject to examination by taxing authorities for years before 201 0
3 8
STAN DARD BANCSHARES INC AND SUBSIDIARIES
NOTES TO CONSOLI DATED FI NANCIAL STATEMENTS (in thousands except share data)
Note 1 6 - Contingent Liabilities and Commitments
The Company does not reflect in its financial statements various commitments and contingent liabilities which arise in the normal course of business and which involve elements of credit risk interest rate risk and liquidity risk These commitments and contingent liabilities are commitments to extend credit commercial letters of credit and standby letters of credit A summary of the Banks commitments and contingent liabilities at December 31 is as follows
Commitments to extend credit under Unused commercial and other lines of credit Unused equity lines of credit Standby letters of credit
2014 201 3
$262907 46 125 42041
$234893 52905 40284
Commitments to extend credit commercial letters of credit and standby letters of credit a l l include exposure to some credit loss in the event of nonperformance of the customer The Banks credit policies and procedures for credit commitments and financial guarantees are the same as those for extension of credit that are recorded on the consolidated balance sheet Because these instruments have fixed maturity dates and because many of them expire without being drawn upon they do not generally present any significant liquidity risk to the Bank The Bank has not incurred any significant losses on its commitments in either 2014 201 3 or 2012
The Bank is party to litigation and claims arising in the normal course of business Management after consultation with legal counsel believes that the liabilities if any arising from such litigation and claims will not be material to the Companys consolidated financial position
Note 1 7 - Derivatives
D erivative contracts entered into by the Company are limited to those that are treated as non-designated derivative instruments The Company provides customers with interest rate swap transactions and offsets the transactions with interest rate swap transactions with inter-bank dealer counterparties as a means of offering risk management solutions to customers As ofDecember 3 1 2014 there were $6006 outstanding in notional values of swaps where the Company pays a variable rate of interest and the customer pays a fixed rate of interest This position is offset with counterparty contracts where the Company pays a fixed rate of interest and receives a floating rate of interest The estimated fair value of interest rate swaps was recorded as an asset of $207 and as a liability of $214 as of December 31 2014 Swaps with customers and inter-bank dealer counterparties are carried at fair value with adjustments recorded in other income The net effect of fai r value adjustments running through the income statement was immaterial during the year ended December 31 2014 There were no interest rate swap derivatives as of December 3 1 2013
3 9
STANDARD BANCSHARES I NC AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (in thousands except share data)
Note 1 8 - Financial I nstruments Fair Value Disclosure
The fair value measurement accounting Hterature establishes a fair value hierarchy which requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value The standard describes three levels of inputs that may be used to measure fair value
1 Level 1 - Unadjusted quoted mariltet prices in active markets that are accessible at the measurement date for identical unrestricted assets
2 Level 2 - Significant other observable inputs other than Level 1 prices such as quoted market prices for similar assets and liabilities quoted prices in markets that are not active or other inputs that a re observable or can be corroborated by observable market data
3 Level 3 - Signlficant unobservable inputs that reflect a reporting entitys own assumptions about the assumptions that mariltet participants would use in pricing an asset o r liability
A financial instruments level within the fair value hierarchy is based on the lowest level of input that is significant to the fair value measurement
Fair values of assets measured on a recurring basis at December 3 1 2014 and 2013 are as follows
De ce mbe r31 2014 Financial Assets
Securities available-for-sale US government sponsored entities and agencies Mortgage-backed securities - residential Equity securities
Total securities available-for-sale
Derivatives
Financial Liabilities
Derivatives
De ce mbe r 31 2013 Financial Assets Securities available-for-sale
US government sponsored entities and agencies Mortgage-backed secu rities - residential Equity securities
Total securities available-for-sale
Fair Value
$1 46307 3668 4 41 9
$1 54 394
$ 207
$ 214
$ 1 24431 1 2203
2 954 $ 1 39 588
Fair Value Measurements Usin1 Quoted Significant P rices Other
in Active Observable Markets Inputs (Level 1 ) (Level 2)
$
392 $ 392
$ -
$ -
$
$1 46307 3668 4 027
$1 54 002
$ 207
$ 2 1 4
$ 1 24431 12203 1 984
$1 38 61 8
Significant Unobservable
Inputs (Level 3)
$
$
$
$
$
$
As of December 31 2014 and 2013 there were no transfers between levels
40
STANDARD BANCSHARES I NC AND SUBSI DIARIES
NOTES TO CONSOLI DATED FI NANCIAL STATEMENTS (in thousands except share data)
Note 1 8 - Financial I nstruments Fair Value Disclosure (Continued)
The fair values of marketable equity securities available-for-sale are generally determined by quoted market prices in active markets for each specific security (Level 1 measurement inputs) If Level 1 measurement inputs are not available for a marketable equity security the fair value is determined by the quoted market price of a similar security traded in an active market (Level 2 measurement inputs)
The fair values of debt securities available-for-sale are generally determined by matrix pricing which is a mathematical technique widely used in the industry to value debt securities without relying exclusively on quoted market prices for the specific securities b ut rather by relying on the securities relationship to other benchmark quoted securities (Level 2 measurement inputs)
Derivative s
The fair value of derivatives are based o n valuation models using observable market data a s of the measurement date (Level 2) Our derivatives are traded in an over-the-counter market where quoted market prices are not always available Therefore the fair values of derivatives are detenmined using quantitative models that utilized multiple market inputs The inputs will vary based on type of derivative but could include interest rates prices and indices to generate continuous yield or pricing curves prepayment rates and volatility factors to value the position The majority of market inputs are actively quoted and can be validated through external sources including brokers market transactions and thirdshyparty pricing services
Fair values of assets measured on a nonrecurring basis are as follows
Oe ce mbe r31 2014 Other real estate owned net Impaired loans Loans held for sale Mortgage servicing rights
De ce mbe r 31 2013 Other real estate owned net Impaired loans Loans held for sale Mortgage servicing rights
Fair Value
$ 1 6233 41 895
8274 2435
$12 930 54 1 62
5408 2726
Fair Value Measurements Using Quoted Significant Prices Other
in Active Observable Markets Inputs (Level 1 ) (Level 2)
$ $
8274
$ - $
5408
Significant Unobservable
Inputs (Level 3)
$ 1 6233 41 895
2435
$1 2930 541 62
2726
Other real estate owned are initially recorded at fair value less costs to sell when acquired and are subsequently measured at the lower of cost or fair value less estimated costs to sell Fair values are based on third party appraisals of the property or internal valuations on smaller properties using comparable market data and various external resources resulting in a level 3 classification When the carrying value exceeds the fair value less costs to sell an impairment loss is recognized
The fair value of impaired loans secured by real estate with specific allocations of the allowance for loan --------- 1osses-is-generally-based-on--recent-real-estate-appraisals-or-internal-valuations-on-smaller-prnperties--shy
using comparable market data and various external resources These appraisals may utilize a single
41
STANDARD BANCSHARES INC AND SUBSI DIARIES
NOTES TO CONSOLI DATED FI NANCIAL STATEMENTS (in thousands except share data)
Note 1 8 - Financial Instruments Fair Value Disclosure (Continued)
valuation approach or a combination of approaches including comparable sales and the income approach resulting in a level 3 classification
Loans held for sale are carried at the lower of cost or fair value which is evaluated on a pool-level basis The fair value of loans held for sale is determined using quoted prices for similar assets adjusted for specific attributes of that loan or other observable market data such as outstanding commitments from third party investors resulting in a level 2 classification
The Company records its mortgage servicing rights at fair value and includes them in other assets in the Consolidated Balance Sheets Mortgage servicing rights do not trade in an active market with readily observable prices Fair value is based on market process for comparable mortgage servicing contracts when available or alternatively is based on a valuation model that calculates the present value of estimated future net servicing income Key economic assumptions used in measuring fair value of mortgage servicing rights at December 31 2014 included prepayment speeds maturities and discount rates While market based data is used to determine the assumptions the Company incorporates its own estimates of the assumptions market participants would use in determining the fair value of mortgage servicing rights which results in a level 3 classification
De cembe r 31 2014 Assets Cash and cash equivalents Securities held-to-maturity Securities available-for-sale Loans - net Loans held for sale Federal Home Loan Bank stock at cost Accrued interest receivable Derivatives
Liabilities
Deposits Federal Home Loan Bank advances Accrued interest payable Derivatives
De ce mbe r 31 2013 Assets
Cash and cash equivalents Securities held-to-maturity Securities available-for-sale Loans - net Loans held for sale Federal Home Loan Bank stock at cost Accrued interest receivable
Liabi lities Deposits Accrued interest payable
42
Carrying Value
$ 1 99476 3888
1 54394 1 744331
8274 3247 59 1 9
207
$ 1 993572 1 5000
265 214
$ 234 1 83 1 762
1 39588 1 61 9995
5408 3 143 5 576
$1 91 9 1 05 286
Fair Value
$ 1 99476 3 564
1 54394 1 798279
8274 3247 591 9
207
$1 992796 1 4984
265 214
$ 234 1 83 1 41 5
1 39588 1 679668
5408 3 143 5576
$ 1 920335 286
STANDARD BANCSHARES I NC AND SUBSI DIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (in thousands except share data)
Note 1 8 - Financial I nstruments Fair Value Disclosure (Continued)
In estimating the fair value of certain assets and liabilities not previously presented the following assumptions were made
Cash and Cash Equivalents
The carrying amounts of cash and equivalents reported in the balance sheet approximate fair value
Securities
Estimated fair values of securities are based on one of three models 1 ) quoted market prices where available 2) quoted market prices for similar instruments if quoted market p rices are not available 3) unobservable data that represents the Banks assumptions about items that market participants would consider in determining the fair value where no market data is available
L oans
Fair values of loans excluding loans held for sale are estimated as follows For variable rate loans that re-price frequently and with no significant change in credit risk fair values are based on carrying values Fair values for other loans are estimated using discounted cash flow analyses using interest rates currently being offered for loans with similar terms to borrowers of similar credit quality to calculate the present value of future contractual principal and interest cash flows and discounting them back to the present using a discount rate Impaired loans are valued at the lower of cost or fair value as described previously The methods utilized to estimate the fair value of loans do not necessarily represent an exit price
The fair value of loans held for sale is estimated based upon binding contracts and quotes from third party investors
Federal Home Loan Bank (FHLB) Stock
The carrying amounts reported in the balance sheet approximate fair value
Accrued Interest Receivable I Payable
The carrying amounts reported in the balance sheet approximate fair value
Deposits
The fair values disclosed for demand deposits (eg interest and non-interest checking passbook savings and certain types of money market accounts) are by definition equal to the amount payable on demand at the reporting date (ie their carrying amount) The carrying amounts of variable rate fixed-term money market accounts and certificates of deposit approximate their fair values at the reporting Fair values for fixed rate certificates of deposit are estimated using a discounted cash flows calculation that applies interest rates currently being offered on certificates to a schedule of aggregated expected monthly maturities on time deposits
Federal Home Loan Bank Advances
The fair value of Federal Home Loan Bank advances is estimated using discounted cash flow analyses --------based-on-the-currentborrowing-rate-of-similartypes-of-advances
43
STANDARD BANCSHARES I NC AND SUBSIDIARI ES
NOTES TO CONSOLI DATED FINANCIAL STATEMENTS (in thousands except share data)
Note 1 8 - Financial I nstruments Fair Value Disclosure (Continued)
Off-balance sh eet in strum ents
Fair asset andor liability value of off-balance sheet financial instruments as described in Note 1 6 may be estimated by applying fees currently charged for comparable commitments Based upon the qual ity of these commitments and their demand in the financial market it has been assumed that there is no material difference in the estimated fair value
Note 1 9 - TARP Capital Purchase Program
On April 24 2009 the Company entered into a Letter Agreement with the United States Department of Treasury (the Treasury) pursuant to which the Company sold to the Treasury 6000 shares of the Companys Fixed Rate Cumulative Perpetual P referred Stock Series A for $60 million and a warrant to acquire $3 million of Fixed Rate Cumulative Perpetual P referred Stock Series B for a nominal exercise price Immediately upon consummation of the closing the Treasury exercised the warrant and acquired the Series B Preferred Stock The Preferred Stock Series A qualified as Tier 1 capital and paid cumulative dividends q uarterly at a rate of 5 per annum The P referred Stock Series B qualified as Tier 1 capital and paid cumulative dividends quarterly at a rate of 9 per annum The difference between the initial carrying value that was allocated to the Series B Preferred Stock and its redemption value of $3 million will be charged to retained earnings (with a corresponding increase in the carrying value of the Series B Preferred Stock) over the first five years of the contract as an adjustment to the dividend yield using the level yield method During 201 1 the Company elected to suspend dividend payments For the year ended December 31 2012 total dividends of $3462 had been declared but not paid On February 22 201 3 1 3548387 of common shares were issued to the US Treasury in exchange for the $60 million and $3 million of Fixed Rate Cumulative Preferred Stock Series A and Series B respectively The Treasury subsequently sold those shares to institutional investors at $465 per share In addition the Company paid $6 million of dividends to the Treasury which included 1 00 of past due dividends and dividends due through February 22 2013
Note 20 - Regulatory Matters
The Companys primary source of cash is dividends received from its subsidiary bank The subsidiary bank is subject to certain restrictions on the amount of dividends that it may declare without prior regulatory approva L In addition the dividends declared cannot be in excess of the amount which would cause the subsidiary bank to fall below the minimum required for capital adequacy purposes
Banks and bank holding companies are subject to regulatory capital requirements administered by federal banking agencies Capital adequacy guidelines and additionally for banks prompt corrective action regulations involve quantitative measures of assets liabilities and certain off-balance-sheet items calculated under reg ulatory accounting practices Capital amounts and classifications are also subject to qualitative judgments by regulators Failure to meet capital requirements can initiate regulatory action Management believes as of December 3 1 2014 the Company and Bank meet al l capital adequacy requirements to which they are subject
Prompt corrective action regulations provide five classifications well capitalized adequately capitalized undercapitalized significantly u ndercapitalized and critically undercapitaized although these terms are not used to represent overall financial condition If adequately capitalized regu latory approval is required to accept brokered deposits If undercapitalized capital distributions are limited as is asset growth and expansion and capital restoration p lans are required At year-end 201 4 and 2013 the most recent reg ulatory notifications categorized the Bank as well capitalized under the regulatory framework for prompt corrective action There are no conditions or events since that notification that management believes have changed the institutions category
44
STAN DARD BANCSHARES I NC AND SUBSI DIARI ES
NOTES TO CONSOLIDATED FI NANCIAL STATEMENTS (in thousands except share data)
Note 20 - Regulatory Matters (Continued)
The Banks actual and required capital amounts and ratios are as follows
To Be Well Capitalized U nder
For Capital Prompt Corrective Actual Adeguac[ Puqoses Action Provisions
Amount Ratio Amount Ratio Amount Ratio As of December 31 2014 Total Capital
(to risk-based assets) Company $271 785 143 $ 152226 80 NA NA Bank 269993 1 42 1 52229 80 $1 90286 1 00
Tier I Capital (to risk-based assets) Company 247887 1 30 76 1 1 3 40 NA NA Bank 246093 129 761 14 40 1 14 171 60
Tier I Capital (to average assets) Company 247887 1 08 92 1 26 240 NA NA Bank 246 093 1 07 92 1 09 240 1 1 5 1 36 2 5 0
As of December 31 2013 Total Capital
(to risk-based assets) Company $246213 1 38 $142344 280 NA NA Bank 244607 1 38 1 42 170 280 $ 1 77713 2100
Tier I Capital (to risk-based assets) Company 223444 126 71 1 72 240 NA NIA Bank 221 838 1 25 71 085 240 1 06628 2 60
Tier I Capital (to average assets) Company 223444 1 03 86430 240 NIA NA Bank 221 838 1 03 86450 240 1 08 063 2 50
45
STANDARD BANCSHARES INC AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (in thousands except share data)
Note 21 - Capital Management
The overall objectives of the Companys capital management are to have the availability of sufficient capital to support loan deposit and other asset and liability g rowth and to maintain capital to absorb unforeseen losses or write-downs that are inherent in the business risk associated within the banking industry The Company seeks to balance the need for higher capital levels to address growth and unforeseen risks and the goal to achieve an adequate return on capital invested
In July 201 3 the federal banking agencies issued a final rule revising the regulatory capital rules applicable to most national banks and federal savings associations as well as their holding companies generally beginning on January 1 201 5 The rule implements the Basel Committees December 201 O framework known as Basel I l l for strengthening the international capital standards as wel l as certain p rovisions of the Dodd-Frank Act The final ru le implements a revised definition of regu latory capita l a new common equity Tier 1 minimum capital requirement of 450 and a higher minimum Tier 1 capital requirement of 600 (which is an increase from 400) Under the final rule the total capital ratio remains at 800 and the minimum leverage ratio is 400
Additionally under the final rule in order to avoid l imitations on capital distributions including dividend payments and certain discretionary bonus payments to executive officers a banking organization must hold a 25 capital conservation buffer composed of common equity Tier 1 capital above its minimum risk-based capital requirements The b uffer is measured relative to risk-weighted assets The final rule also enhances risk sensitivity and addresses weaknesses identified by the regulators over recent years with the measure of risk-weighted assets
The new minimum capital requirements will b e effective for the Company on January 1 201 5 whereas the capital conservation buffer and the deductions from common equity Tier 1 capital phase in over time beginning on January 1 201 6
Capital Raise
On February 22 201 3 Standard Bancshares Inc completed its recapitalization by issuing 29864795 shares of common stock at $465 per share for gross proceeds of $ 1 389 million 1 3 548387 of the common shares were issued to the US Treasury (the Treasury) in exchange for the $63 million of Fixed Rate Cumulative Preferred Shares Series A and B The Treasury subsequently sold those shares to I nstitutional Investors at $465 per share An additional 16 316408 of common shares were issued to Institutional Investors and private investors Of the aggregate 29864795 common shares issued 1 9430750 are voting shares and 1 0434045 are mm-voting shares
In conjunction with the recapitalization the Articles of Incorporation of the Company were amended to authorize 20000000 shares of preferred stock at $001 par value No preferred stock has been issued as of December 31 2014
Sto ck Settled Rights (SSRs)
On February 22 201 3 in connection with the recapitalization of the Company the Board of Directors distributed as a dividend in kind 7293407 Stock Settled Rights (SSRs) to the holders of the Common Stock as of the Record Date (November 5 2012) The number of SSRs issued is equal to the product of (i) 03888 and (ii) 18757921 the number Common Shares outstanding as of the Record Date The estimated fair value of the SSRs completed by an independent third party as of September 30 2014 and February 22 201 3 was determined to be approximately $026 per SSR or $1 880 and approximately $021 per SSR or $1 532 respectively Expense recorded related to the SSRs was $1 880 in 2014 No expense was recorded in 201 3
46
STANDARD BANCSHARES INC AND SUBSI DIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (in thousands except share data)
Note 21 - Capital Management (Continued)
Stock Settled Rights (SSRs) (Continued)
The SSRs are structured as common stock dividends to be paid to certain common shareholders of the Company under specific conditions The amount of common stock to be distributed is determined by a formula that considers among other things the value of the outstanding common stock at the Settlement Date Settlement Date is defined as the earlier of (i) the date a liquidity event (an I POrecapitalization or a sale of control) occurs during the term of the SSRs and (ii) the SSR Expiration Date (February 22 201 8) The SSRs will be exercised based on the value of the common shares at that time subject to the Settlement Rate formula
The Accretion Rate is a component of the Settlement Rate It is either an middotannual rate of 80 or 120 with the value determined by the cum ulative economic losses that occur in the loan portfolio from June 30 201 1 to the time the SSRs are settled
On the Settlement Date the Company shall determine the number of shares of Common Stock issuable upon the settlement of an SSR The Settlement Rate shall be calculated based on a formula that considers among other factors the value per share of the common stock on a fully diluted basis reduced by the accretion rate with that number divided by the value per share of common stock on a fully diluted basis
If the Settlement Rate is greater than zero the Company shall issue and deliver to each of the SSR Holders a number of shares of Common Stock equal to the product of (i) the Settlement Rate multiplied by (ii) the number of SSRs held by such H older as reflected in the SSR register as of the close of business on the last Business Day prior to such Settlement Date
In connection with the occurrence of a Liquidity Event on or prior to the Expiration Date the Board of Directors may at its option and in its sole discretion order the redemption and the Company may redeem the SSRs in whole or in part at the redemption price per SSR based on a formula that considers the price per share of Common Stock at which the Company is valued on a fully diluted basis in connection with such Liquidity Event as determined in good faith by the Independent Committee plus a l l cash dividends paid oil the common stock from the date of issuance of the SSRs less $465 accreting on a daily basis at the Accretion Rate
The Company hired an independent third party firm to value the SSRs The following variables were taken into consideration when deriving a value for the SS Rs
1 ) The probability of a liquidity event (sale of control or PO) during the term of the SS Rs 2) The Accretion Rate assigned to the Settlement Rate of the SSRs 3) The estimated value of the Companys common stock at the earlier of a) a liquidity event or b)
the SSR Expiration Date (February 22 201 8) 4) The type of liquidity event that might occur 5) Future value parameters including a) tangible common book value b) earnings and c) market
conditions
The valuation of the common shares at the Settlement Date will depend on the Companys financial condition and the market pricing of financial institution stock both on a stand-alone basis and on a sale of control basis at that time
47
STANDARD BANCSHARES I NC AND SUBSIDIARI ES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (in thousands except share data)
Note 22 - Condensed Financial Statements
The Company was incorporated in I l linois on February 23 1 982 The Company accounts for its investment in subsidiaries under the equity method Under this method the investment is recorded at cost adjusted for the subsidiaries undistributed net income (loss) Presented below are the condensed financial statements of Standard Bancshares I nc (Parent Company Only)
Assets Cash Investment in subsidiaries Other assets
Total assets
CONDENSED BALANCE SH EETS DECEMBER 31 2014 AND 2013
Liabilities and shareholders equity Other liabilities Total stockholders equity
Total liabilities amp stockholders equity
2014 $ 4 163
264242 328
$268733
$ 2685 266048
$268733
CON DENSED STATEMENTS O F I N COME YEARS ENDED D ECEMBER 31 201 4 201 3 AND 201 2
2014 I ncome
Other income $
Expenses 2909 Loss before income taxes and equity in undistributed
earnings of subsidiaries (2909) Income tax benefit 88
Loss before equity in undistributed earnings of subsidiaries (2821)
Equity in undistributed earnings (loss) of subsidiaries 1 7 1 1 5
Net income (loss) 1 4294 Preferred dividends and discount accretion on preferred shares
Net income (loss) applicable to common shareholders $1 4294
48
201 3 $ 2 1 95
248 090 1 944
$252229
$ 322 251 907
$252229
201 3 201 2
$ $ 1
1 747 8539
(1 747) (8538) 291 1 0 1 7
(1 456) (7521) 9 629 (23241) 8 173 (30762) 1 1 24 4090
$ 7049 $(34852)
STAN DARD BANCSHARES INC AND SUBSIDIARIES
NOTES TO CONSOLIDATED FI NANCIAL STATEMENTS (in thousands except share data)
Note 22 - Condensed Financial Statements (Continued)
CONDENSE D STATEMENTS OF CASH FLOWS YEARS ENDED DECEMBER 31 2014 201 3 AND 201 2
Cash flows from operating activities Net income (loss)
Adjustments Equity in undistributed net (income) loss of subsidiaries Amortization Stock based compensation expense ( Increase) decrease in other assets Increase (decrease) in other liabilities
Net cash provided by (used in) operating activities Cash flows from financing activities
Issuance of common stock net of issuance costs Capital contribution to Standard Bank Repayment of note payable Cash Dividends
N et cash provided by financing activities
Net increase (decrease) in cash
Cash - beginning of year
Cash - end of year middot
Supplemental schedule of non-cash financing activities Change in par value on common stock Exchange of preferred stock to common stock
49
2014
$ 1 4294
( 17 1 1 5) 28
782 1 616 2363 1 968
1 968
2 1 95
$ 4 163
$ $
201 3
$ 8 1 73
(9629) 29
441 1 872
(4273) (3387)
68598 (41 500) ( 16 1 00)
(6026) 4972
1 585
6 1 0
$ 2 1 95
$ 4277 $63000
201 2
$(30762)
23241 6 1 67
( 1908) 2 043
( 1 2 1 9)
( 1 2 1 9)
1 829
$ 6 1 0
$ $
FORM FR Y-6
STANDARD BANCSHARES INC
Hickory Hills Illinois Year Ending Dccember31 2014
REPORT ITEM
1 The BHC Is not registered with the SEC Coples of the Annual Report Nil be sent undersepirate cover when completed
2a Organization Chart fo Standard BallCShares Inc
I THE BOULEVARD INC
SL John Indiana 100
JnCQrporated in Indiana
2b Branch Verification
STANDARD BANCSHARES INC Hickory Hills Illinois Jncorporateltl In Illinois
STANDARD BANKAND TRUST COMPANY Hickory Hills llllnois
Incorporated In lllnols 100
I STANDARD REDEVELOPMENT INC
Hickory Hills Illinois 100
Incorporated in Illinois
(Not subject to Y-10 reporting ) Code 91 CE - Liquidation Of debts previously contracted
The branch and lax-kl flStings were emailed to branch revieW on 223115
3 (1) As ofyear-end
Name and Address
Trident SBI Holdings lP Greeffilidl CT
Robert E Gallagher Sr Trust John D Gallagher Trustee Palos Heights IL
The Gallagher Standard Bancshares TR Timolhy J GaJagheuror Trustee Hickory Hitls IL
Pantheon Standard LP San Francisco CA
CohesVe Capital Parners LP New York NY W Capital Partners II LP NewYork NY
Couritrlt of Citizenship or lncorooratlon Number and Percentage Of Voting Serurtties
USA 5662194- 1483
USA 5516086 - 1444
USA 4382666 - 1 t47
USA 3762128-985
USA 2 150537 - S63
USA 2 150537 - 563
Note llle shares in the Robert E Gallagher Sr Tr are voted on by John D Gallagher Director of Standard Bank Tue shares Jn the Gallager Standard Bancshares Tr are voted on by Timolhy J Gallagher Director of Standard Bank
3 (2) OtherSharehofors oat listed in Section 3 (1) above that held more than 5 during the year
None
Resuhs A Ilse of branches forvour holdln1 company STANDARD 8ANCSHARES INC (1245590) or HICKORY HILLS IL
The d1ta are n of 12312014 Data re II Kb information tlat wu received aod processed throuah 01072015
Rconcill1Uon and Vc1Uon St I DI 1 In the DIH Action column of each br111Ch row enter one or mort of the actioru specified below
2 If required enter the date In the Ettcttve Olte column
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Chi nee If the bndl Information Is Incorrect Of Incomplete revt the data enter Chance In the Dita Action column ind the d11te when this infOfmation first became v1lid In the Effective Ote column
am If a bnch listed was sold or clowd enterOose In tht Dita Action column and the s1e or dosured11te In the EtfectW Olte colurm
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If prntln1 this list you m1y need to adjust your page Utup In MS E11ce1 Try using landscape orientation page sollria andor legal sized paper
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Thbull FR Y-10 report may be submitted 1n a hardcopy format or 11ia the FR Ymiddot10 OnH11e application middot httpsylOonllnefederalrerve1ov
bull FDtC UNINUM Office Number and ID_RSSO co1unvu ara for reference only Verification of these values is not required
- - 8nch Suvlce Type Branch 10 RSSO ia- terNeme Street Address City
ok FuUServltefHud Officel 19730 STAN OARD BANK ANO TRUST COMPANY 7800 WEST 9STH STREET HICKORY HILLS
ok Full Service 3202168 BOLINGBROOK BRANCH 282 NORTH WEBER ROAD BOLINGBROOK
ok Limited Strvce 4126065 CALUMET CITY 1968 SIBLEY BOULEVARD CALUMET CITY
FullSetvke 3309928 CLARK STREET 8RANOi 3747 NORnt CLARK STREET atlCAGO
ok FullServiett 474339 EWING BRANOf 10635 SOUTH EWING AVENUE CHICAGO
ok Full Servtce 2079925 HEGWISCH BRANCH 13336 SOUTH BALTIMORE AVENUE CHICAGO
ok limited Se-rvke 20817)5 SOUnt DERRING FACILITY 10535 SOVTH TORRENCE AVENUE CHICAGO
Full Service 4099271 THOREK BRANOi 836 WEST IRVING PARK ROAD OUCAGO
ok Full Service 2121280 COAL CITY BRANot 20 SOUTH KANKAKEE COAlCITY
full Service 2809038 EVERGREEN PARK BRANCH 2400 WEST 95TH STREET EVUtGREEN PARK
ok Full Service 3188909 FRANKFORT BRANCH 19997 LA GRANGE ROAD FRANKFORT
Full5etvice 810436 CiARONERBRANCJ1 118 DEPOT STREET GARDNER
ok FultSrvlct 3188897 JOLIET ampRANCJ1 2398 ESSINGTON ROAO JOLIET
Full Service 3439553 LOClCPORT BRANCH 16545 WEST 159TH STREET LOCKPORT
ok Full Service 290931 LYONSlST AVENUE BRANCH 8601 OGDEN AVENUE LYONS
ok Full Service 3671504 MINOOKA BRANCH 515 WESTUS ROUTE 6 MINOOKA
ok LlmltcServfce 2111338 MOAAIS LISBON BRANCH 1433 USBON STREET MORRIS
ok Full Servkt 2809010 MORRIS ROUTE 6 BRANCH 1111 WEST US ROUTpound 6 MORRIS
Ful1 Servlct 2809047 NAPERVILLE BRANCH 1607 NORTH AURORA ROAD NAPERVILLE
ok full 5ervfce 2809056 NEW LENOX BRANCH 456 NELSON ROAD NEW LENOX
Full sMce 2103129 OAK FOREST BRANOf 15901 SOUTH CENTRAL AVENUE OAX FOREST
ok Full SeMct 3490255 OAK LAWN lllTH BRANOf 4700 WEST 111TH STREET OAK LAWN
ok Full Sfrvlce 2096717 OAK LAWN 95TH BRANCH 4001 WEST 95TH STREET OAK LAWN
ok Full Service 2295538 ORLAND PARK BRANCH lSCXJO SOUTH WOLF ROAD ORLAND PARt
State VpCode
IL 60457
IL 60440
IL 60409
IL E06H
IL 00617
IL 0063
IL 00617
IL 60613
IL 60416
IL 60805
IL 6042
IL 60424
IL 60435
IL 60441
IL 60534
I L 60447
IL 60450
IL 60450
IL 60563
IL 60451
IL 60452
IL 60453
IL 60453
IL 60467
County CawN FDICUNINUM Offb Numberbull Haad otfice Head Office 10 RSSD Comments
COOK UNITEO STATES 10748 0 STANOARO BANK ANO TRUST COMPANY 19730
Will UN ITED STATES 419532 34 STANDARD BANK ANO TRUST COMPANY 19730
COOK UNITED STATES 510611 44 STANDARD BANK AND TRUST COMPANY 19730
COOK UNITpound0 STATES 429662 35 STANDARD BANK ANO TRUST COMPANY 19730
COOK UNITED STATES 12089 18 STANDARD BANK AND TRUST COMPANY 73ltgt
COOK UNITED STATES 244100 20 STANDARD BANK ANO TRUST COMPANY 19730
COOK UNITED STATES 244099 19 STANDARD BANK ANO TRUST COMPANY 19730
COOK UNITED STATpoundS 510612 4S STANDARD BANKANDTRUSTCOMPANV 1973ltgt
GRUNDY UNITED STATES 263852 17 STANDARD SANK AND TRUST COMPANY 730
COOK UNITED STATES 13875 4 STAN OARD BANK AND TRUST COMPANY 19730
Will UNITED STATES 357237 15 STAN OARD BANK AND TRUST COMPANY 19730
GRUNDY UNITED STATES 7234 1 STAN DARO BANK ANO TRUST COMPANY 19730
Will UNITED STATES 238ASA 13 STANDARD BANK ANO TRUST COMPANY 19730
Will UNlTEO STATES 450324 38 STAN OARD BANK AND TRUST COMPANY 19730
COOK UNITED STATES 10912 22 STANDARD BANK ANO TRUST COMPANY 19730
GRUNDY UNITED STATES 465426 42 STANDARD BANK AND TRUST COMPANY 1973ltgt
GRUNDY UNITED STATES 266774 16 STANDARD BANK ANO TRUST COMPANY 1730
GRUNDY UNITED STATES 2243S6 10 STANDARD BANK AND TRUST COMPANY 19730
OU PAGE UNITED STATES 238451 6 STANDARD BANK ANO TRUST COMPANY 19730
Will UNITED STATpoundS 238452 11 STAN OARD BANK ANO TRUST COMPANY 19730
COOK UNTED STATES 244101 21 STANDARD BANK AND TRUST COMPANY 19730
COOK UNITED STATES 441863 36 STANDARD BANK AND TRUST COMPANY 19730
COOK UNITED STATES 238447 1 STANDARD BANK AND TRUST COMPANY 19730
COOK UNITED STATES 238450 5 STANDARD BANt AND TRUST COMPANY 19730
ok Fullrvke 2100379 PALOS 11HH BfANOl 11901 SOUTHWEST HIGHWAY PALOSPARIC ll 00464 COOK UNITED STATES 238448 2 STAN DARO BANK AND TRUST COMPANY 19730
ok rulSltVice 2427544 PALOS lllST BRANCH 9700WEST lllST STREET PALOS PARK ll 00464 COOK UNlTEOSTATES 238449 3 STAN DARO BANK AND TRUST COMPANY 19730
ot llmtedSrvke 3490273 NORTH RIVERSIDE BRANCH BJSOWEST CERMAK ROAD RlvtRSlDE ll COOK UNITED STATES 441864 37 STANDARD BANK AND TRUST COMPANY 19730
ot FuLServke 3202171 SHOREWOOD BRANOl 970 BROOK FOREST AVENUE SHOREWOOD It - t UNITED STATES 419531 33 STANDARD BANICANDTRUSTCOMPANY 19730
ok FulSrvlee 3188918 VILLA PARK BfWIOi 1 WESrRoostVrlTROAD VlltAPARIC It 50181 OUPAGE UNITED STATES 238455 14 STANDARDBANKANDTRUSTCOMPANY 19730
ok FulSrvke WllMINGTON BRANCH lOOSSOUTH WATER STREET WILMINGTON It 004 lt UNITED STATES 238453 12 STANDARD BANK AND TRUST COMPANY 19730
ok Fulfrvk 3197031 CHESTERTON BRANCH middot 755 JNDIAN BOUNDARY ROAD OIESTERTON IN PORTER UNITEDSTAlES 275664 32 STANDARD BANK AND TRUST COMPANY 19730
ok ruUrvic 2161D17 EASTCHCAGO BRANCH 4518 lNOANAPOUS BOULEVARD EAST CHICAGO IN 46312 lAKE UNITEDSTAlES 29 STANDARDSANKANDTRUSTCOMPANY 19730
ok Fulrvk 4913n HAMMOND BRANCH 1007 CALUMET AVENUE HAMMOND IN 46324 AKE UNITEDSTAlES 42227 30 STANDARD BANK AND TRUST COMPANY 19730
Fulrvlc 2161D3S HIGHtAND BRANCH 2930 RIDGE ROAD HIGHLAND IN 46322 UNITEOSTAlES 275659 27 STANDARD BANK AND lRUST COMP AN I 19730
ot Futtsrvke 2161044 LOWHl BRANCH 2090 EAST COMMERICALAVENUE LOWELL IN 463Sfgt21r AKE ONITEDSTAlES 275661 28 STANDARD BANK ANDTRUSTCOMPANI 19730
ok Full Srvlce 3439562 MERRlllVlllE BRANCH 579WESTUNCOlN HIGHWAY MERRlllVlllE IN 46410 AKE ONlEO STATES 450325 39 STANDARD BANK AND TRUST COMPANI 19730
ok Full Srvice 453712 SAINT JOHN BRANCH 9321 WICKER AVENUE SAINT JOHN IN 46373middot00 AKE ONtlEDSTATES 42414 26 STANDARD BANK AND rnusr COMPANY 19730
middot
Report ttem 4 Directors and Office (1) Name amp Address
J-Ohn R Barber New York NY
Christopher Doody Ne-vYork NY
1pound1 Pnncipal Occupation [rtmiddotrmiddotwittl BHC
Mariaging Partner eohesiVe ea pita I
Princlpal Storm Point Capital
(3) (bull) TrtiePosition with BHC Diredor
Director
FORM FR Y-9
STANDARD BANCSHARES INC Fiscal YearEnding Decttmber3112014
(3) lb) ltlePosition wffi1 Subsidiaries
NIA
NIA
(3) (c TrtlePosltlon wttn otherbuslne$es
Managtng Partner Cohesive Capital
Principal Stone Point Ciipitit
bull Stone Point ls the manager of the TriOOnt funds which are investment entities that own 25 or morn of the outstanding voting seairities orinlerests in various companles Mr Doody ls an ernployee and officer of Stone Point and is oo deemed to contror S1oria Point or the Trldent Funds He is not a principal securities holder of Stone Point or the Trident Funds The invstmenl committees of the Trident Funds are responsible for voting the shares or such companies and Mr Doody is not a member of the investment committees of the Trident Fonds A sctiedule of such companies in which U1e Trident funds hnve invested is available upon request
John o Gallagher Ortand Park IL
Managing Genera[ Partner OfdlarU Hill Bldg Co
Director Dior-standarU Bank
Managin9 GenerBi Partner Orchard HlllmiddotB1dg Co President Ordiard Hm Building Co Inc
Managing Member Qnhard Hill Construction LLC
Managing Membelt Austin Construction Co bull LLC
Presdenl Bougton Development Co
President ennStructildeg Co lnc
Prestdenl middot Farmingdare Development eomiddot
middotana9in middotRa -middot middot fariTijngdre _Mittwo middot
Pldciit_ _ Fam1r9dale Utilify Co_
Managing Partner Frtz91erald Lad lnvestment Ptshp
(4) a) 1w of Voting Shares in BHC
563
middot1483
14450
(4)(o) (4) (b) Names of othfr companitts 4 of Voting (if 25 ormorl voting Shares in Subs securities a held
NIA
NIA
NIA
NIA
NIA
NIA
NIA
NIA
NIA
NIA
Dryden Cons1rudioo Co Inc 100
NIA
NIA
NIA
Frtzgerald Land Investment Plshp 25
(1) Name amp Mdlt=
John D Gallagher CJriand Pru IL
(2) Principal rbull _ BHC1
(3) (b) TdfePosition wiU1 SubsXfiarics
(J)(c TrtiePttSition wTUi other buslncssts
Trustee-Vote 100 Galla171ormiddot Henr)Tnisl
- Gallagher amp Henry Inc
Prumlaquo GaDaQhef Parloecs LP GB4 Jnc
Managing Partner Gl6mwod DevelopmElnt Co
Managmjl farlnelt Heruy Co Managmo Hermann Umd Investment Ptshp
Managing- Kolarlrugtd I lgthp Preltldeot Kokast -kimes Inc
PreSdenl Coo$trixtioo middotmiddot nc
- -MiAdams 400 Investment Ptshp
Msoagir(Q Partner Meifefl1 id lnpoundiiini _Pthp Managing Partner sr middotGod 1nVeslmoo Pbhp Managiog Partnef
-LampftPtshp TruSt6e
ThOGalfaghmiddotorSliujiini middot Trust
(4) (bull) of Voting Shares in BHC
(4) (b) of Voting Shares In SUbs
Names of other companies frf 25 degmom voting securiDes arn heJd NIA
NIA
NIA
NIA
NIA
NIA
NIA
Hennarm Lnnd Investment Ptshp 25
K6irland lovStrnerrlPiStip 25 NIA
NIA
NIA
Laod lNeStrnloi PlShp 25
df1li3 lfjJrlvtrpnt PWiP 25
Land l hp 25
e(Lao1fl PtShp 25_-xmiddotmiddot middot
standard tWesTrust 25 middot
(1) Name amp Address
Tnnothy J GsJlaghet Burr Ridge IL
(2) Principal Occupation [d other than with BHC)
(J) (a) TrltePosifion wtth BHC
(3)(b) TdiePosffion wittl Subskfcuies
OlaHrnan of the Board
(J) (c) TitlePosition with other businees
PreOOeot Brittany Glen Homeownoc l=gtc Suffield Woods Homeowner Assoc FanntngdaJe Viage Com Assoc fumlogdale Vdlage Com Assoc 2 Misty Meadoyenr Homeowner Assoc 1ltings1on Hills liomeOMler Assoc Gallagheramp Henrys Condos Goodiogs Grove Assoc Ganaghcr amp Heruys Goocfings Grove Umbretia Assoc Farmingdale Vil Cooos of Woodridge Homeowner Assoc Radc5ffe rtMe TOvlfflhomes Assoc
BNC OWnefs Assodatioo
Boughton Woodward Commenial Center LLC su-lgle MembeltUC- GB4 i5 member
Union Poirrte Investors Uc Sing1e MemberlLC- Union PcWe Oevclopmeot Co b member
Uoion POOte Buadlog Venture 1lLC Union 00rt lnvestorn LlC ts member Union Pofrrte Buikfing Venlilre 112 LLC Unton Point nveslor lLC is member
Union Pointe Boikfing Venture 3 LLC Union Poinl lnveslors UC is member
standgtnJ Bank -ALm1 Construction Co LlC
Pminlaquo Frtzyerald Lnnd Investment Pbttp
(lt)(bull) ofVotlng Shares in BHC
11520
(4) (b) ofVotiog Shares in Subs
NIA
Names of other companies (If 25 or l1XgtflJ voting securities aro held
NIA NIA NIA NIA NIA NIA NIA WA NIA NIA NIA
WA
NIA
WA
WA
NIA
NIA
WA
NIA
NIA
NIA
WA
WA
(1) =
Timothy J GJJbghctshyBorr Ridge IL
(2) Principal (if oUJef than wtth BHC)
3 (a) TitlePosition wilh BHC (3) 1c) Trtielosilion with other businesses ampcretuy amp Henry Inc
_ GieoMXgtd Developmeot Co
Partner Hermann Land Investment Pt5hp KOOr land Investment Ptstip
Secret3y Kolcast Homes loo
__ Koamp Construction Co Inc
Secrebgty Ordnrd Hin Buikfing Co Inc
Pa1nelt srrvb land 1ovestrnent Pshp -Smotelt Land Investment Ptshp Trustee- Vote 100 The Gollagher stmdafd
Trust
-- uruoo Pointe Development Co
lt4)(a) ofVotiog Shares in BHC
(4) (b) of Voting Shares In Sobs
tfamos of othcreomnk (lf25 ormoro vo6ng sccuritios arc held
NIA
NIA
NIA
Hennano Land Investment Ptshp 25
Kolar land Investment Pshp 25
NIA
NIA
NIA
Maas Land Investment Ptshp 25
McAdams Iand lnv=tmeni Plshp 25
Medema land lnvestme111 Ptshp 25
NIA
NIA
NIA
Slivka land Investment Plshp 25
SmoterUmd I Ptshp 25
Unkio Pointe Devdopmcot Co 25
(11 (21 Pl (a) 3 (b) 3) c) 4 (a) (4)b) Names of othelt com pan Name amp Adqross princi Occupation TJdcPositiorl TJHePositiorl TrticPosIDon of Voting of Voting [If 25 or mon voting
(if other than with Bl tc) wtth SHC with Subsidiaries with other businesses Shares In BHC Shares in Subs securities are heJd
Timothy J GaUagilet Slaquoretmy GB4 Inc SurRXgeIL GB4 lnc 251
Uoioo Polnte Bonding Venture 3 UC NIA Uoiont PoCnt lnves1ocs LLC is member
Lawraooe P Kelley NIA DirododVJCO Chaifman Oamp-edooVlce Chairman NIA 023lt))1 NIA NIA Pltullt IL PreraquoleoUCEO -0-0
standam Bank
Atampief Ko-arldt NIA DirodOlt Dirodoc NIA 0140 NIA NIA 1-fmsdak ll -
Howrd K Priess JI - deg Dirodoc Solo Pradiltgtoelt 0140 NIA NIA NapeMe IL Standard Bank
Owner White Oak Construction LlC Wh4te Oak Construction LLC 100
Robert A RoslKWt NIA Lead ndepcodeot Director oltedoc NIA D140( NIA NIA QOCago u standanl Bank
Charles E Shomo rv NIA deg Ciredor NIA 013lfI( NIA NIA Bur Ridgo IL standam Bank
Patrick J Hunt NIA _ Executive VPCFO NIA 008 NIA NIA Palos Heights IL EVPCfO standanl Bank
deg Scoltzu NIA Asst VPJAssl Asst VPAsst Secy NIA 00CXgt1 NIA NIA
Everyreen Park IL Sea-- SiandagtO Bank
STANDARD BANCSHARES INC AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (in thousands except share data)
Note 3 - Investment Securities (Continued)
The amortized cost and fair value of debt securities at December 31 2014 by contractual maturity are shown below Maturities may differ from contractual maturttie in mortgage-backed securities -residential because the mortgages underlying the securities may be called or repaid without any penalties Equity securities have no maturity therefore these securities are not included in the maturity categories in the following summary
Amounts maturing in
One year or less After one year through five years After five years through ten years Over ten years Mortgage-backed securities - residential Equity securities
Total
Securities Held-to-maturity
Amortized Fair Cost Value
$2155 $2155 75 75
1392 1050 266 284
3 888 3 564
Securities Avaiiable-for-sale
Amortized Fair Cost Value
$ 33447 $ 33486 112963 112821
3436 3668 4 235 4 419
154 081 154 394
Equity securities include $4027 of Community Reinvestment Act (CRA) eligible mutual funds and $392 in Fannie Mae and Freddie Mac preferred stock
The proceeds from sales of securities available-for-sale and the associated gains and losses are listed below for the year ended 2014
Proceeds
Gross gains Gross losses
There were no sales of securities in 2013 or 2012
$6375
611
Investment securities with a carrying value of $115645 and $135656 at December 31 2014 and 2013 respectively were pledged to secure public deposits short-term borrowings and for other purposes required or permitted by law
Information pertaining to securities with gross unrealized losses at December 31 2014 and 2013 aggregated by investment category and length of time that individual securities have been in a continuous loss position follows
16
STANDARD BANCSHARES INC AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (in thousands except share data)
Note 3 - Investment Securities (Continued)
Less Than 1 2 Months
December 31 201 4
Held-to-maturity Trust preferred security
Available-for-sale US government-sponsored
entities and agencies
Fair Value
$
$76908
Gross Unrealized
Losses
$
$(1 75)
1 2 Months or Greater
Fair Value
$ 1 050
$
Gross Unrealized
Losses Fair Value
$(342) $ 1 050
$ $76908
Total Gross
Unrealized Losses
$ (342)
$ (1 75)
Less Than 1 2 Months 1 2 Months or Greater Total Gross Gross Grnss
Fair Unrealized Unrealized Unrealized December 31 2013 Value Losses Fair Value Losses Fair Value Losses
Held-to-maturity Trust preferred security $ $ $ 1 012 $(372) $ 1 0 1 2 $ (372)
Available-for-sale Equity securities $1 984 $ (1 6) $ $ $ 1 984 $ (1 6)
Management evaluates securities for other-than-temporary impairment at least on a quarterly basis and more frequently when economic or market concerns warrant such evaluation Consideration is given to (1) the length of time and the extent to which the fair value has been less than cost (2) the financial condition and near-term prospects of the issuer and (3) the intent and ability of the Company to retain its investment in the issuer for a period of time sufficient to allow for any anticipated recovery in fair value
The Company had seventeen securities in a loss position at December 31 2014 One security is a trust preferred security with an amortized cost of $1 392 and an unrealized loss of $342 The other sixteen securities are government sponsored entity and agency securities with an amortized cost of $77083 and an unrealized loss of $175
The unrealized loss on the trust preferred security and government-sponsored entities and agencies were related to changes in interest rates and illiquidity in the financial services industry Management has evaluated the prospects of the issuer in relation to the severity and duration of the impairment Based on that evaluation and managements ability and intent to hold those investments for a reasonable period of time sufficient for a forecasted recovery of fair value management does not consider those investments to be other-than-temporarily impaired at December 31 201 4
17
STANDARD BANCSHARES INC AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (in thousands except share data)
Note 4 - Loans
Major Classifications of loans are as follows
Construction and land development Commercial Commercial real estate non-owner occupied Commercial real estate owner occupied Residential real estate Consumer
Total
Origination fees - net of costs Allowance for credit losses
Loans net
201 4 $ 110343
449341 427043 569269 1 18612
97066
1 771 674
( 1 023) (26320)
$1744331
2013 $ 140294
324898 4 1 9775 550900 1 1 7 343 1 08664
166 1 874
(984) (40895)
$161 9995
Construction loans are generally based upon estimates of the cost and value associated with the construction of the property Construction loans often involve the disbursement of substantial funds with repayment primarily dependent upon the success of the completed project Sources of repayment for these types of loans may be permanent loans from long-term lenders or sales of developed property Generally these loans have a higher risk profile than other real estate loans due to their repayment being sensitive to real estate values interest rate changes governmental regulations of real property demand and supply of similar projects the availability of long term financing and changes in general economic condition
Commercial loans are primarily lines of credit and equipment loans that are secured by accounts receivable inventory fixed assets and sometimes with real estate These loans are repaid through the operating cash flow of the company The increase in commercial loans was due to generally improved business activity resulting from the stabilizing economy and our focus on generating growth in this category of lending in order to better diversify our commercial portfolio Commercial loans are underwritten after evaluating and understanding the borrowers ability to operate its business
Underwriting standards are designed to ensure repayment of loans and mitigate loss exposure As part of the underwriting process the Company examines current cash flows to determine the ability of the borrower to repay its obligations as agreed Commercial loans are primarily made based on the identified cash f lows of the borrowers and secondarily on the underlying collateral provided by the borrower
Commercial real estrite locins consisted primarily of loans to business owners and developersinvestors in owner and non-owner occupied commercial properties The Company classifies the properties into owner-occupied which represents loans where more than 50 of the rental income is from the owner of the property or a related company and non-owner occupied represents loans where less than 50 of the rental income is from the owner of the property Non-owner occupied can include 5-unit or more apartment buildings retail office buildings hotels warehouse and industrial properties Repayment will come from the rental income paid by the tenants or owner Commercial real estate loans are subject to underwriting standards and processes similar to commercial loans in addition to those standards and processes specific to real estate Commercial real estate lending typically involves higher loan principal amounts and the repayment of the loans is largely dependent upon the successful operation of the property securing the loan or the business conducted on the property securing the loan Commercial real estate loans may be more adversely affected by conditions in the real estate market or in the general economy The properties securing the Companys commercial real estate portfolio are diverse in terms
1 8
STANDARD BANCSHARES INC AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (in thousands except share data)
Note 4 - Loans (Continued)
of type and geographic location within our market area Management monitors and evaluates real estate loans based on cash flow collateral location and risk grade criteria
The residential real estate portfolio consists of 1-4 family first lien loans secured by the borrowers home and are generally within our market area Any loans outside our market area are to customers with homes or businesses in our market areas
The consumer loans consist of loans to individuals for consumer purposes home equity loans home equity lines of credit and second mortgages Consumer loans are centrally underwritten utilizing various loan policy guidelines that take into consideration the borrowers ability to repay and the collateral offered
At December 31 2014 and 2013 certain officers directors and companies in which they have beneficial ownership were indebted to the Bank in the aggregate amount of $32267 and $36457 respectively During 2014 no new loans were made to such related parties and net repayments on existing loans amounted to $4 1 90 During 2013 new loans made to such related parties amounted to $389 and net repayments on existing loans amounted to $2082
19
STANDARD BANCSHARES INC AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (in thousands except share data)
Note 4 - Loans (Continued)
All owance fo r Credit L osses
Following is a summary of the activity in the allowance for credit losses
Commercial Commercial Real Estate Real Estate Non-owner Owner Residential
December 31 2014 Construction Commercial Occu12ied Occu12ied Real Estate Consumer Total
Allowance for loan losses
Beginning balance $ 16575 $ 2072 $ 3390 $ 1 2255 $ 3545 $ 3057 $ 40895
Provision for credit losses (1 945) 1981 5370 (3859) 193 1 228 2967
Loans charged-off (1 1 039) ( 1 717) (4247) (2632) (475) (994) (211 04)
Recoveries 2 833 _llsect 200 __sectQ __fil1_ 3 562
Total ending allowance balance $_JJA23 L2A28 $_A79j_ $ 5 955 $ 3 323 $ 26 320
Commercial Commercial Real Estate Real Estate Non-owner Owner Residential
December 31 2013 Construction Commercial Occu12ied 0CCUQied Real Estate Consumer Total
Allowance for loan losses
Beginning balance $17755 $ 4168 $ 1 3052 $ 18109 $ 3317 $ 2805 $ 59206
Provision for credit losses 6401 (724) (839) 2310 742 861 8751
Loans charged-off (7635) (1472) (1 0720) (8237) (515) (659) (29238)
Recoveries _M __jQQ ---1sectfil 74 __ 1 -2Q --2J1sect Total ending allowance balance $16 57S $2J)72 $ 3 390 $ 12 256 L351s UD57 $ 40 895
Commercial Commercial Real Estate Real Estate Non-owner Owner Residential
December 31 2012 Construction Commercial Occu12ied 0CCUQied Real Estate Consumer Total
Allowance for loan losses
Beginning balance $13016 $ 3214 $ 5275 $ 11620 $ 1975 $ 1860 $ 36960
Provision for credit losses 791 6 4614 8620 6815 3149 2270 33384
Loans charged-off (6354) (3937) (917) (401) (1841) (1362) (14812)
Recoveries ---11lZ _____fl_ 74 75 ___M ___E 3 674
Total ending allowance balance $1L155 $A1fill iil3 052 gt rn ms $ 3 3JZ $ 2 605 $ 59 206
20
STANDARD BANCSHARES INC AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (in thousands except share data)
Note 4 - Loans (Continued)
The following tables present the balance of the allowance for loan losses and the recorded investment in loans by portfolio segment and based on impairment method
December 31 201 4
Allowance for Joan losses
Ending balance individually evaluated for impainnent
Ending balance collectively evaluated for impainnent
Total ending allowance
Loans Ending balance individually evaluated
for impainnent Ending balance collectively evaluated
for impainnent
Total ending loan balances
Oecember 31 2013
Allowance for loan losses
Ending balance individually evaluated for impainnent
Ending balance collectively evaluated for impainnent
Total ending allowance
Loans Ending balance individually evaluated
for impainnent Ending balance collectively evaluated
for impainnent
Total ending Joan balances
Construction
s 5136
1 287
_$ 6 423
$ 20252
90 091
$jj0 343
Construction
$ 14662
1 913
_$ J6 szs
$ 35249
1 05 045
S140 29plusmn
Commercial
$ 601
1 827
_$ 2 428
$ 871
448470
$449 34j
Commercial
$ 461
1 6 1 1
$ 2 OZ2
$ 2294
322604
$32plusmn 888
2 1
Commercial Real Estate Non-owner Occupied
$ 1 373
3 41 8
$ 4Z9J
$ 1 5345
411 698
$427 043
Commercial Real Estate Non-owner Occupied
$ 1 865
1 525
$ 3 390
$ 1 5176
404 599
$4J9 ZZ5
Commercial Real Estate
Owner Occupied
$ 5 1 6
5 449
_$ 5 965
$ 6706
562563
$569 269
Commercial Real Estate
Owner Occupied
$ 3331
8 925
$ j2 256
$ 1 7201
533699
$550 900
Residential Real Estate
$ 1 665
1 658
$ 3 323
$ 5795
1 1 2817
$118 612
Residential Real Estate
$ 1 496
2 049
$ 3 545
$ 3799
1 1 3 544
S1H 343
Consumer Total
s 2 160 s 1 1 451
1 230 14 869
_$ 3 GO $ 76320
s 4377 $ 53346
92689 1 71 8328
_$ 97 066 $j Vj 674
Consumer Total
s 1 334 $ 23149
1 723 17 746
$ 3 057 $ 40 895
$ 3592 $ 77311
1 0 5072 1 584 563
S10B 664 S1 661 8Z4
STANDARD BANCSHARES INC AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (in thousands except share data)
Note 4 - Loans (Continued)
The following tables present loans individually evaluated for impairment by class of loans
Unpaid Allowance for Average Principal Recorded Loan Losses Recorded
December 31 2014 Balance Investment Allocated Investment
Wrth no related allowance recorded Construction $1 4349 $ 2200 $ $ 2824
Commercial 1 866 266 623
Commercial real estate non-owner occupied 12128 1 0392 1 1 282
Commercial real estate owner occupied 1 0541 3771 3617
Residential real estate 999 999 1 1 58
Consumer 2 557 ____1MQ --- -----1m Subtotal $42440 $1 91 87 _$ __
- $20780
With an allowance recorded
Construction $24344 $1 8052 $5 136 $27023
Commercial 605 605 601 1 498
Commercial real estate non-owner occupied 7149 4953 1 373 4132
Commercial real estate owner occupied 3163 2935 5 1 6 8607
Residential real estate 4796 4796 1 665 3736
Consumer _____bill_ _____bill_ ____lJ_sectQ 2 997
Subtotal $42875 $34159 $1 1 451 $47993
Construction $38693 $20252 $5136 $29847
Commercial 2471 871 601 2121
Commercial real estate non-owner occupied 1 9277 1 5345 1 373 1 5414
Commercial real estate owner occupied 1 3704 6706 5 1 6 1 2224
Residential real estate 5795 5795 1 665 4894
Consumer 5 375 4 377 ____lJ_sectQ 4 273
Total $1U51 S6JUL1
22
Interest Income
Recognized
$ 460
69
361 2 1 9
5 1
___g $ 11 92
$ 325 1 1
72
1 1 5
1 20
$ 676
$ 785
80
433
334
1 71
-----2i $1 868
STANDARD BANCSHARES INC AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (in thousands except share data)
Note 4 - Loans (Continued)
Unpaid Allowance for Average Interest
Principal Recorded Loan Losses Recorded Income December 31 201 3 Balance Investment Allocated Investment Recognized
With no related allowance recorded Construction $ 3440 $ 2790 $ $ 6783 $ 1 5
Commercial 1 761 1 761 1 828 76
Commercial real estate non-owner occupied 9051 9051 1 0068 410
Commercial real estate owner occupied 3664 341 3 1 368 84
Residential real estate 1 284 1 284 1 254 26
Consumer 1 477 ------1Jn --- ____1dQsect_ ___2Q Subtotal $20677 $1 9426 L____ $22809 LJill
With an allowance recorded
Construction $41 71 0 $32459 $1 4662 $32 188 $ 671
Commercial 533 533 461 499 6
Commercial real estate non-owner occupied 6125 6125 1 865 1 1 128 45
Commercial real estate owner occupied 20172 1 3788 3331 1451 6 318
Residential real estate 25 1 5 251 5 1 496 2170 1 01
Consumer 2 465 2 465 Subtotal $73520 $57885 $23149 $62354 llill
Construction $45150 $35249 $14662 $38971 $ 686 Commercial 2294 2294 461 2327 82
Commercial real estate non-owner occupied 1 5176 1 5176 1 865 21 1 96 455
Commercial real estate owner occupied 23836 17201 3331 15884 402
Residential real estate 3799 3799 1 496 3424 1 27
Consumer 3 942 3592 3 361 ___sectpound Total $M1_9Z $77 311 $23 149 $ll_5_1fill $1 814
23
STANDARD BANCSHARES INC AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (in thousands except share data)
Note 4 - Loans (Continued)
Unpaid Allowance for Average Interest
Principal Recorded Loan Losses Recorded Income December 31 2012 Balance I nvestment Allocated I nvestment Recognized
With no related allowance recorded Construction $ 2712 $ 1 819 $ $ 3600 $ 346
Commercial 1 763 1 410 1 931 7
Commercial real estate non-owner occupied 1 448 1 448 2451 1 5
Commercial real estate owner occupied 2238 2238 9805 60
Residential real estate
Consumer ---1Jlllli - ---1Jm --- ---
Subtotal $1 0056 $ 741 3 L___ $1 9690
With an allowance recorded Construction $43737 $ 39645 $12359 $45048 $ 455
Commercial 270 270 271 276
Commercial real estate non-owner occupied 27925 27489 1 1 777 20670 709
Commercial real estate owner occupied 4584 4584 1 782 4252 88
Residential real estate 3824 1 622 802 3842 88
Consumer 2885 ____LlQsect ______lQg Subtotal $83225 $ 7481 6 $27300 $76986 $ 1 373
Construction $46449 $41 464 $1 2359 $48648 $ 801 Commercial 2033 1 680 271 2207 7
Commercial real estate non-owner occupied 29373 28937 1 1 777 23121 724
Commercial real estate owner occupied 6822 6822 1 782 14057 148
Residential real estate 3824 1 622 802 3842 88
Consumer 4 780 1 704 ______lQg _isectQ1 ___TI Total Sfil281 $R222_9_
Interest income recognized includes interest accrued and collected on the outstanding balances of accruing impaired loans as well as interest cash collections on non-accruing loans and impaired loans for which the ultimate collectability of principal is not certain
24
STANDARD BANCSHARES INC AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (in thousands except share data)
Note 4 - Loans (Continued)
The following is an analysis of the age of the recorded investment in past due and nonaccrual Joans
December 31 2014
Construction
Commercial Commercial real estate
non-owner occupied Commercial real estate
owner occupied Residential real estate
Consumer
Total
December 31 201 3
Construction
Commercial Commercial real estate
non-owner occupied Commercial real estate
owner occupied
Residential real estate
Consumer
Total
Credit Qu ality Indicators
30-59 days
$ 398
714
122 726
1 457
30-59 days
$
1 89
41
61
907
_____sectQl_ $2 061
90 days or more past
due and 60-89 days accruing
$ 72 $
1 53
290 533
1 1 5 944 1 5
_filsect ___fil_ S2115 $_Z1fi
90 days or more past due and
60-89 days occruing
$ 672 $
66
770
395 1 9
886 248
-11sect _____sect $2 907 $_3j_Q
Total Past Current Non-accrual Due Loans Total
$20252 $20722 $ 89621 $ 1 1 0343
871 1 738 447603 449341
7291 81 1 4 41 8929 427043
26 1 2 2849 566420 569269 6424 8109 1 1 0503 1 1 861 2
4 039 6235 90 831 97 066
$41 489_ $1 723 907 $1 V1 674
Total Past Current Non-accrual Due Loans Total
$1 7361 $18033 $ 1 22261 $ 1 40294
479 734 324164 324898
6230 7041 412734 41 9775
131 08 13583 537317 550900
551 8 7559 1 09784 1 1 7343
4 1 76 5200 1 03 464 1 08 664
$52 150 $1 609 724 $1 661 874
The Company categorized its non-homogenous Joans into risk categories based on relevant information about the ability of borrowers to service the debt such as among other factor$ current financial information historical payment experience credit documentation public information and current economic trends The Company analyzes loans individually by classifying the Joan as to credit risk This analysis is done annually on a Joan by loan basis The Company uses the following definitions for classified risk ratings
Pass Loans classified as Pass are considered to be performing Joans that have adequate cash flow andor collateral based upon our underwriting process
Special Mention Loans classified as special mention have a potential weakness that deserves managements close attention If left uncorrected these potential weaknesses may result in deterioration of the repayment prospects for the Joan or of the institutions credit position at some future date
25
STANDARD BANCSHARES INC AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (in thousands except share data)
Note 4 - Loans (Continued)
Substandard Loans designated as substandard are inadeq uately protected by the current net worth and paying capacity of the obligor or the collateral pledged if any Loans have a wellshydefined weakness or weaknesses that jeopardize the liquidation of the debt They are characterized by the distinct possibility that the Bank will sustain some loss if the deficiencies are not corrected
Performing Not Rated Loans classified as Performing Not Rated are considered to be performing loans at the time of u nderwriting but historically ones in which we do not obtain updated financial information after the loans are originated These are generally consumer loans first mortgage home loans and home equity loans
Loans not meeting the criteria above are analyzed individually as part of the above described process and are considered to be unclassified loans Based on the most recent analysis perfornied the loan risk classifications are as follows
Special Performing December 31 2014 Pass Mention Substandard Not Rated Total
Construction $ 80127 $ 7719 $ 21249 $ 1 248 $ 1 1 0343
Commercial 442867 4915 1 559 449341
Commercial real estate non-owner occupied 399762 1 8880 8401 427043
Commercial real estate owner occupied 531 31 5 27295 1 0659 569269
Residential real estate 29747 1 1 9 8250 80496 1 1 8612
Consumer 8 91 0 312 5 939 81 905 97 066
Total $1 192 728 $ 59240 $ 56 057 SJ63 649 S1 ZZJ 6H
Special Performing December31 2013 Pass Mention S ubstandard Not Rated Total
Construction $ 90330 $ 9396 $ 37394 $ 3174 $ 1 40294
Commercial 309074 1 0445 4489 890 324898
Commercial real estate non-owner occupied 400738 10570 8467 419775
Commercial real estate owner occupied 502095 1 0840 37965 550900
Residential real estate 3567pound 1 09 7881 73677 1 17 343
Consumer 9 099 -----1fill 7 828 89 826 1 08664
Total SJ 47 OJ2 M32Z1 $104 021 S167 567 $1 661 871
The Bank considers the performance of the loan portfolio and its impact on the allowance for loan losses For residential and consumer loan classes the Bank evaluates credit q uality based on the payment and aging status of the loan Payment status is reviewed on a q uarterly basis with respect to determining adequacy of the allowance for Joan losses
26
STAN DARD BANCSHARES INC AND SUBSI DIARIES
NOTES TO CONSOLI DATED FI NANCIAL STATEMENTS (in thousands except share data)
Note 4 - Loans (Continued)
Tro ubled Debt Restructurings (TOR)
Loans classified as TD Rs totaled $1 8541 as of December 31 201 4 of which $1 5665 were performing and $2876 were on non-accrual loans classified as TDRs totaled $1 8095 as of December 31 201 3 of which $1 6596 were performing and $1 499 were on non-accrual
The Bank has allocated $1 797 and $ 1 3 1 4 in specific reserves to customers whose loan terms have been modified in troubled debt restructurings as of December 31 201 4 and 201 3 The Bank has committed to lend additional amounts of $45 and $26 as of December 31 201 4 and 201 3 to customers with outstanding loans that are considered to be troubled debt restructurings These loans involved the restructuring of terms to allow customers to mitigate the risk of foreclosure or default by meeting a lower loan payment requirement based upon their current cash flow These may also include loans that renewed at existing contractual rates but below market rates for comparable credit For commercial loans these m odifications typically include a lowering of the interest rate on the loan In some cases the modification will include separating the note into two notes with the first note structured to be supported by current cash flows and collateral and the second note made for the remaining unsecured debt The second note is charged off immediately and collected only after the first note is paid in full This modification type is commonly referred to as an A-B note structure For consumer mortgage loans the restructuring typically includes a lowering of the interest rate to provide payment and cash flow relief For each restructuring a comprehensive credit underwriting analysis of the borrowers financial condition and prospects of repayment under the revised terms is performed to assess whether the structure can be successful and that cash flows will be sufficient to support the restructured debt Anmiddot analysis is also performed to determine whether U1e restructured loan should be on accrual status Generally if the loan is on accrual at the time of restructure it will remain on accrual after the restructuring In some cases a nonaccrual loan may be placed on accrual at restructuring if the loans actual payment h istory demonstrates it would have cash flowed under the restructured terms After six consecutive payments under the restructured terms a nonaccrual restructured loan is reviewed for possible upgrade to accruing status
As with other impaired loans an al lowance for loan loss is estimated for each TOR based on the most likely source of repayment for each loan For impaired loans secured by real estate that are collateral dependent the allowance is computed based on the fair value of the underlying collateral For impaired loans where repayment is expected from cash flows from business operations the allowance is computed based on a discounted cash flow computation
27
STANDARD BANCSHARES INC AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (in thousands except share data)
Note 4 - Loans (Continued)
Troub led Debt Restructurings (TOR) (Continued)
The following table presents loans by c lass modified as troubled debt restructurings that occurred during the years ended December 31 2014 and 2013
Pre- Post-modification modification
Number outstanding outstanding 2014 of loans recorded recorded
investment investment Construction 1 $ 706 $ 813 Commercial real estate owner occupied 2 483 564 Residential real estate 3 1206 1 206 Consumer 5 563 563
Total 11 $2958 $3146
2013 Commercial real estate non-owner occupied 3 $14371 $ 8 670 Commercial real estate owner occupied 3 3505 3581 Commercial 2 1758 1804 Residential real estate 1 403 403
Total 9 $20037 $1 4458
The troubled debt restructurings modified in 2014 and 2013 described above increased the allowance for credft losses by $784 and $317 and did not result in any post-modification charge offs during the years ended December 31 2014 and 2013 respectively
28
STAN DARD BANCSHARES I NC AND SUBSIDIARI ES
NOTES TO CONSOLI DATED FI NANCIAL STATEMENTS (in thousands except share data)
Note 4 - Loans (Continued)
Tro uble d Debt R estructurings TOR ) (Continued)
The following table presents troubled debt restructurings by class and type of modification that occurred during the years ended December 31 2014 and 2013
AB Note Rate Restructure Reduction
2014 Construction $ $ -
Commercial real estate owner occupied 48
Residential Real Estate Consumer 218
Total $ $266
AIB Note Rate Restructure Reduction
2013 Commercial real estate non-
owner occupied $13901 $ 470 Commercial real estate
owner occupied 3073 Commercial 1758 Residential Real Estate 403
Total $13901 $5704
29
Rate Reduction
To Pay amp Advance Taxes of Funds
$ $ 706
435
$435 $ 706
Rate Reduction
To Pay amp Advance Taxes of Funds
$ $
432
$432 $
I nterest Only
Period
$
1206 345
$1551
I nterest Only
Period
$
$
Total
$706
483 1206
563 $2958
Total
$14371
3505 1758
403 $20037
STANDARD BANCSHARES I NC AND SUBSI DIARIES
NOTES TO CONSOLI DATED FINANCIAL STATEMENTS (in thousands except share data)
Note 4 - Loans (Continued)
Troubled Deb t Restru cturings (TOR) (Continued)
The following table presents loans by class modified as troubled debt restructurings for which there was a payment default within twelve months fol lowing the modification during the year ended December 3 1 2014 There were no payment defaults within twelve months following the modification during the year ended December 31 201 3
2014 Commercial
N umber of loans
1
Recorded Investment
$1 600
The troubled debt restructurings that subsequently defaulted in 2014 described above increased the allowance for credit losses by $233 during the year ended December 31 2014 In 2013 there were no troubled debt restructurings for which there was a payment default within twelve months following the modification The troubled debt restructurings resulted in $1600 of charge offs during the year ended December 31 201 4 The troubled debt restructurings did not result in any charge offs during the year ended 2013
Note 5 - Mortgage Servicing Rights
Following is a summary of the activity for mortgage servicing rights
Beginning balance Costs capitalized Accumulated amortization
Ending balance
2014 $ 2726
544 (835)
$ 2 435
2013 $ 2169
1 339 (782)
$ 2 726
2012 $ 1525
1434 (790)
$ 2 169
The aggregate fair value of mortgage servicing rights is based on fundamental analysis and the present value of expected future cash inflows In estimating fair value assumptions have been made regarding prepayment default and interest rates Mortgage servicing rights do not trade in an active market with readily observable prices The Company uses an independent third party to determine the fair value of mortgage servicing rights by estimating the fair value of the future cash flows associated with the mortgage loans being serviced Key economic assumptions used in measuring the fair value of mortgage servicing rights include but are not limited to prepayment speeds discount rates delinquencies and costs to service
A fair market estimate was completed by an independent third party in November 201 4 to determine the amount at which the asset could be exchanged in a current transaction between willing parties other than in a forced liquidation or sale Fair value was estimated based in part on the discounted future cash flows estimated to be received The evaluation used a discount rate for each pool of loan servicing rights which is intended to represent the estimated market yield and estimated cash flow for each pool of servicing rights by utilizing an assumed prepayment speed based on the characteristics of each pool No assurance can be given that the actual prepayments will conform to the prepayment speeds assumed The calculated fair value was compared to market values where possible to ascertain the reasonableness of the valuation in relation to the current market expectations
Mortgage servicing rights outstanding Estimated fair value as a percentage of loans serviced Principal value of loans serviced Estimated fair value of servicing rights outstanding
30
201 4 $ 2435
083 $394217 $ 3272
201 3 $ 2726
083 $382221 $ 3 1 72
STANDARD BANCSHARES INC AND SUBSIDIARIES
NOTES TO CONSOLI DATED FINANCIAL STATEMENTS (in thousands except share data)
Note 6 - Premises and Equipment
Major classifications of these assets are summarized as follows
Land Bank premises Furniture and equipment
Accumulated depreciation Premises and equipment - net
2014 $ 21 699
58 179 31 388
1 1 1 266 (50352)
$ 609 14
201 3 $ 2361 0
69 1 33 44467
1 3721 0 (71 428)
$ 65782
Depreciation expense amounted to $3479 $3668 and $3949 in 2014 201 3 and 2012 respectively_
The Company sold land buildings and vehicles for total proceeds of $1 824 $2 and $1 8 resulting in gross gains on sales of $49 1 $1 and $ 1 8 in the years ending December 3 1 2014 201 3 and 201 2 respectively
In December 2014 the Company signed a definitive agreement to enter into a sale-leaseback of land and buildings for two of its locations The Company designated $ 1 462 of premises as held for sale No write-down was taken at the time of transfer as the assets were anticipated to be sold at a gain In February 2015 the Company closed on a transaction a portion of the gain on sale was recognized in non-interest income The remaining gain was deferred and will be amortized into non-interest income over the lease term
Note 7 - Other Real Estate Owned
Activity in other real estate owned is summarized as followsmiddot
Beginning balance Acquired through or in lieu of foreclosure Proceeds from sales Gain (loss) on sales Write down on other real estate owned
Ending Balance
2014 $ 1 2 930
6 035 (2004)
426 ( 1 1 54)
$1 6233
2013 $1 6896
3 912 (51 35)
170 (2913)
$1 2930
201 2 $ 1 1 496
1 2 1 08 (4096)
(1 36) (2476)
$ 1 6 896
Operating expenses associated with other real estate owned net of write-downs on other real estate owned were $498 $1 96 and $976 in 2014 201 3 and 201 2 respectively
Note 8 - Intangibles
Core deposits Accumulated amortization Core deposits net
2014 2013
$ 8946 (7798)
$ 1 148
$ 8946 (7 1 05)
$ 1 841
Amortization expense amounted to $693 $789 and $885 in 2014 2013 and 20 12 respectively Core deposit intangibles are amortized over an estimated life of fifteen years
middot----- l n-201-2-the-Gompany-reGorded-a-ful l-write-down-of-$239g7-of-goodwill-as-it-was-determined-t0-be--shy
impaired_
3 1
STAN DARD BANCSHARES INC AND SUBSI DIARIES
NOTES TO CONSOLI DATED FI NANCIAL STATEMENTS (in thousands except share data)
Note 9 - Bank Owned Life Insurance
The Bank acquired life insurance policies through prior bank acquisitions and by direct purchase At December 3 1 2014 and 2013 the cash surrender value of these policies was $48470 and $47033 respectively No additional l ife insurance was purchased during 2014 or 2013
Note 10 - Deposits
Deposits at December 3 1 2014 and 2013 by major category are as follows
Demand deposits Non-interest-bearing Interest-bearing
Total demand deposits Savings deposits Time deposits Brokered deposits
Total deposits
2014
$ 612646 492 799
1 1 05445 374142 405857 1 08 1 28
$1 993 572
201 3
$ 536325 525 145
1 061 470 36341 8 427815
66 402
$1 91 9 1 05
The aggregate amount of deposits reclassified as loans (overdrafts) amounted to $2548 and $2781 at December 3 1 2014 and 201 3 respectively
Time deposits that met or exceed the FDIC insurance limit of $250 at year-end 201 4 and 2013 were $1 1 0 1 77 and $92681 respectively
At December 3 1 2014 scheduled maturities of certificates of deposit including brokered deposits are as follows
201 5 2016 2017 201 8 201 9 2020 and thereafter
$408455 65585 1 9838
9830 1 0277
$513 985
Deposits from related parties totaled $33614 and $32595 at December 31 2014 and 201 3 respectively
32
STANDARD BANCSHARES INC AND SU BSI DIARIES
NOTES TO CONSOLI DATED FINANCIAL STATEMENTS (in thousands except share data)
Note 1 1 - Advances from Federal Home Loan Bank
There were no outstanding advances with the Federal Home Loan Bank at December 3 1 201 3 The indebtedness to the Federal Home Loan Bank at December 3 1 2014 was $1 5000 consisting of the following fixed rate advances
Due Date
June 27 201 6 June 27 201 6
Total advances
I nterest Rate
057 057
2014
$1 3000 2 000
$1 5 000
Al l advances and letters of credit from the Federal Home Loan Bank (FHLB) were secured by a g eneral lien on qualifying commercial real estate residential mortgages and home equity loans of the Bank Each advance is payable at its maturity date with a prepayment penalty for fixed rate advances Letters of credit outstanding from the FHLB totaled $3872 and $41 946 at year-end 2014 and 201 3 respectively The advances and letters of credit were collateralized by $679990 of commercial real estate and mortgage loans in 2014 and $203845 of mortgage loans under a blanket lien arrangement at year-end 2013 Based on this collateral and the Companys holdings of FHLB stock the Company was eligible to borrow up to a total of $26951 3 at year-end 2014
Note 1 2 - Other I ncome
Other income consists of the following
Gain (loss) on sale of other real estate owned Gain on sale of premises and equipment Debit cardATM fees Trust feesBrokerage Fees Loan fees and commissions Cash management Bank Owned Life Insurance income Miscellaneous income
Total other income
33
2014
$ 426 491
28 1 8 2533
658 2641 1 437
921
lll 1 925
201 3 201 2
$ 1 70 $ ( 1 36) 1 1 8
2935 2829 2364 1 927
680 932 2286 2020 1 437 1 469 1 267 886
ll1 1 1 40 ll 9 945
STANDARD BANCSHARES INC AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (in thousands except share data)
Note 1 3 - Employee Benefit Plans
Profit Sharing
The Companys bank subsidiary maintains a defined contribution 401 (k) Plan Under terms of the Plan employees meeting age and service requirements may elect to have their compensation reduced and have that amount contributed to the Plan as a salary deferral contribution The Bank at its discretion may make a matching contribution to the Plan equal to a u niform percentage of the salary deferral contributions Apart from any matching contribution the Bank may also make a separate discretionary contribution to the Plan The final liability for matching contributions if any is determined after yearshyend requiring the Bank to estimate its discretionary contribution expense at year end Contribution expense recorded by the Bank amounted to approximately $ 1 1 79 $1 254 and $ 1 685 for 2014 201 3 and 201 2 respectively
Non-Qualified Plan
The Bank maintains a non-qualified deferred compensation plan for a select group of management and employees as determined by the Board of Directors Annual awards if any are based o n preshyestablished performance criteria which are communicated to eligible employees Benefits under the Plan vest after a five year period The liability under the Plan was $403 and $503 as of December 3 1 2014 and 201 3 respectively There was n o expense recorded in 2014 2013 o r 2012
Non qualified Sto ck Option Plan
Pursuant to the Capital Raise Investment Agreements on February 1 2 20 1 3 the Board of Directors of the Company adopted the Standard Bancshares Inc Stock Option Incentive Plan to be effective immediately after the Closing of the capital raise (please refer to Note 21 ) Pursuant to the Stock Option Incentive Plan the Compensation Committee of the Board of Directors of the Company is authorized to grant Incentive Stock Option awards Nonqualified Stock Option awards or a combination thereof to certain officers directors consultants or employees of the Company or any of its Subsidiaries or Affiliates aggregating up to 5402524 shares of the Companys common stock
The option price per share of stock purchasable under a stock option shall not be less than 1 00 of the fair market value of the common stock on the day of the grant Stock option vesting is based o n two components 1 ) a time vested option that vests over four years one fourth on each of the first four anniversaries from the option grant date and 2) a performance vested option that vests if there is an exit event resulting in the investor actually realizing an internal rate of return (RR) greater than or equal to 1 2 based on their original investment of $465 per share on February 22 201 3 Vesting is subject to acceleration in certain circumstances The options will expire if not exercised within 1 0 years of the
middot
date of grant and under certain other (employment) circumstances
The fair value of options granted was estimated on the date of grant using the Black Scholes optionsshypricing model using the assumptions noted in the table and commentary below The risk free rate of return is based on the constant maturity yield of a US Treasury note with a fixed rate term of 1 0 years at date of grant The volatility rate is derived from historical index values of publicly-traded commercial banks with assets between $1 and $5 billion Index values of comparably sized companies were used as a proxy because the Companys common stock is not exchange-listed and there is not an active trading market for the common stock The dividend yield assumption is based o n the Companys expected dividend payouts
34
STANDARD BANCSHARES INC AND SUBSIDIARI ES
NOTES TO CONSOLIDATED FI NANCIAL STATEMENTS (in thousands except share data)
Note 1 3 - Employee Benefit Plans (Continued)
Risk free rate of return
2014 20 1 3
275 1 97 Time remaining until expiration of the options Volatility rate
1 O years 1 0 years 1 392 1 587
Dividend yield 000 000
A summary of the activity in the non-qualified stock option plan for 2014 follows Weighted Average
Weighted Remaining Average Contractual
Number of Exercise Term Time Vested Stock Options Shares Price (in years)
2014 Outstanding at beginning of year 1 46651 5 $ 465 915
Granted 1 1 701 95 515 916 Exercised
Expired
Forfeited (23545) 494 870
Outstanding at end of year 2613 165 $ 487 860
Exercisable at end of year 366629 $ 465 815
2013 Outstanding at beginning of year $ Granted 1 466515 465 9 15 Exercised
Expired
Forfeited
Outstanding at end of year 1 465515 $ 465 9 15
Exercisable a t end o f year $
Aggregate Intrinsic Value
$ 1 1 1 8
$ 238
$ 733
$
The weighted average fair value of time vested options granted during 201 4 and 201 3 was $1 21 and $1 3 2 per option respectively
35
STANDARD BANCSHARES INC AND SUBSIDIARI ES
NOTES TO CONSOLIDATED FI NANCIAL STATEMENTS (in thousands except share data)
Note 1 3 - Employee Benefit Plans (Continued)
Performance Vested Stock Options 2014 Outstanding at beginning of year
Granted
Exercised
Expired
Forfeited
Outstanding at end of year
Exercisable at end of year
2013 Outstanding at beginning of year
Granted
Exercised
Expired
Forfeited
Outstanding at end of year
Exercisable at end of year
1 466515
1 170195
(26909)
2609801
1 465515
1 465515
$ 465
515
490
$ 487
$
$ 465
$ 465
$
91 5
91 6
864
860
g_1 5
91 5
$ 1 1 1 8
$
$ 733
$
The weighted average fair value of performance vested options granted during 201 4 and 201 3 was $040 for each year
Time Ve ste d O ption s
The Company recognized $782 and $44 I of stock-based compensation expense related to the granting of time vested stock options for the years ended December 20 14 and 2013 respectively There were no time vested options granted in 2012
As of December 3 1 201 4 there was $2 1 30 of total unrecognized compensation cost related to nonshyvestediime vested options granted underthe Plan The unrecognized cost is expected to be recognized over a weighted-average period of 26 years
Performan ce Veste d O ption s
The value of the performance vested options is a function of 1 ) the likelihood of a n Exit Event and 2) the likelihood of that Exit Event achieving the 1 2 IRR threshold These weighted average probabilities are then m ultiplied by the full value of a time vested option to derive the value of the performance options
The valuation methodology for the performance vested options involved ihree separate analysis
I Sale of control analysis 2 Initial public offering analysis 3 Remain private analysis
There was no expense recorded in 201 4 and 201 3 related to the performance vested options
There were no performance vested options granted in 201 2
36
STANDARD BANCSHARES INC AND SUBSIDIARI ES
N OTES TO CONSOLI DATED FI NANCIAL STATEMENTS (in thousands except share data)
Note 1 3 - Employee Benefit Plans (Continued)
As of December 3 1 2014 there was $1 059 of total unrecognized compensation cost related to nonshyvested performance vested options granted under the Plan The cost is expected to be recognized when it is determined that it is probable that a qualifying Exit Event will occur
Note 1 4 - Commitments
Operating Leases
The Bank leases property at various branch locations unde r terms that are considered to be an operating lease The leases expire in various years through 2020 Office rent expense was $728 $875 and $919 for 2014 2013 and 2012 respectively
Other Co mmitments
The Bank has a contract with a computer seNice company that expires in 201 6 Data processing expense was $2729 $2746 and $2424 for 201 4 201 3 and 2012 respectively
Annual future minimum payments for these agreements are as follows
Note 1 5 - Income Taxes
Year ending December 31 201 5 201 6 2017 20 1 8 201 9 2020 and thereafter
$3037 2884
394 203 1 26
1 6 $6 660
The components of the provision (benefit) for income taxes are as follows
Current Deferred Total Tax Expense (Benefit)
2014 $ 3494
7 1 62 $ 1 0656
201 3 $ 2373
3425 $ 5798
2012 $ 1 306
(6928) $ (5622)
The effective tax rate differs from the federal statutory rate primarily due to the following
Tax at statutory federal income tax rate Tax exempt interest income State income taxes net of federal benefit BOLi income Meals and entertainment Non-deductible expenses Goodwill impairment
201 4
$8483 (133) 1 5 1 6 (486)
77 76
Stock settled rights expense 639
201 3 $ 4750
(82) 766
(486) 84
1 02
2012 $(1 2371 )
(1 08) (866) (500)
79 80
8 1 55
O th enet--=====48=====664=--====(-l --
$1 0656 $ 5798 $ (5622)
37
STANDARD BANCSHARES INC AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (in thousands except share data)
Note 1 5 - Income Taxes (Continued)
The net deferred tax asset included at December 31 2014 and 2013 consists of the following
2014 201 3 Gross deferred tax assets
Allowance for loan losses $19212 $23305 Other real estate owned 2866 49 1 6 Non-accrual loan interest 4064 3 991 State net operating loss 1 835 2358 Accrued compensation 1 938 1 471 Depreciation 1 387 1 412 FNMA amp FHLMC preferred stock 1 270 1 270 Other assets 271 434
Total gross deferred tax assets $32843 $39 157
Gross deferred tax liabilities Purchase accounting adjustments $ 1 069 $ 1 282 Mortgage servicing rights 946 1 060 Unrealized gainloss on AFS securities 1 1 9 692 Other liabilities 1 306 1 31
Total gross deferred tax liabilities $ 3440 $ 3 165
Net deferred tax asset $29403 $35992
At December 31 2014 the Company has $33929 of Illinois net operating loss carryforwards expiring in 2025 and $2330 Indiana net operating Joss expiring in 2025 and 2026 which will be available to reduce future taxable income
The Company does not expect the total amount of unrecognized tax benefrts to significantly change in the next twelve months The Company recognized no interest andor penalties related to tax matters in tax expense
The Company and its subsidiaries are subject to US federal income tax as well as income tax of the state of Illinois and Indiana The Company is no longer subject to examination by taxing authorities for years before 201 0
3 8
STAN DARD BANCSHARES INC AND SUBSIDIARIES
NOTES TO CONSOLI DATED FI NANCIAL STATEMENTS (in thousands except share data)
Note 1 6 - Contingent Liabilities and Commitments
The Company does not reflect in its financial statements various commitments and contingent liabilities which arise in the normal course of business and which involve elements of credit risk interest rate risk and liquidity risk These commitments and contingent liabilities are commitments to extend credit commercial letters of credit and standby letters of credit A summary of the Banks commitments and contingent liabilities at December 31 is as follows
Commitments to extend credit under Unused commercial and other lines of credit Unused equity lines of credit Standby letters of credit
2014 201 3
$262907 46 125 42041
$234893 52905 40284
Commitments to extend credit commercial letters of credit and standby letters of credit a l l include exposure to some credit loss in the event of nonperformance of the customer The Banks credit policies and procedures for credit commitments and financial guarantees are the same as those for extension of credit that are recorded on the consolidated balance sheet Because these instruments have fixed maturity dates and because many of them expire without being drawn upon they do not generally present any significant liquidity risk to the Bank The Bank has not incurred any significant losses on its commitments in either 2014 201 3 or 2012
The Bank is party to litigation and claims arising in the normal course of business Management after consultation with legal counsel believes that the liabilities if any arising from such litigation and claims will not be material to the Companys consolidated financial position
Note 1 7 - Derivatives
D erivative contracts entered into by the Company are limited to those that are treated as non-designated derivative instruments The Company provides customers with interest rate swap transactions and offsets the transactions with interest rate swap transactions with inter-bank dealer counterparties as a means of offering risk management solutions to customers As ofDecember 3 1 2014 there were $6006 outstanding in notional values of swaps where the Company pays a variable rate of interest and the customer pays a fixed rate of interest This position is offset with counterparty contracts where the Company pays a fixed rate of interest and receives a floating rate of interest The estimated fair value of interest rate swaps was recorded as an asset of $207 and as a liability of $214 as of December 31 2014 Swaps with customers and inter-bank dealer counterparties are carried at fair value with adjustments recorded in other income The net effect of fai r value adjustments running through the income statement was immaterial during the year ended December 31 2014 There were no interest rate swap derivatives as of December 3 1 2013
3 9
STANDARD BANCSHARES I NC AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (in thousands except share data)
Note 1 8 - Financial I nstruments Fair Value Disclosure
The fair value measurement accounting Hterature establishes a fair value hierarchy which requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value The standard describes three levels of inputs that may be used to measure fair value
1 Level 1 - Unadjusted quoted mariltet prices in active markets that are accessible at the measurement date for identical unrestricted assets
2 Level 2 - Significant other observable inputs other than Level 1 prices such as quoted market prices for similar assets and liabilities quoted prices in markets that are not active or other inputs that a re observable or can be corroborated by observable market data
3 Level 3 - Signlficant unobservable inputs that reflect a reporting entitys own assumptions about the assumptions that mariltet participants would use in pricing an asset o r liability
A financial instruments level within the fair value hierarchy is based on the lowest level of input that is significant to the fair value measurement
Fair values of assets measured on a recurring basis at December 3 1 2014 and 2013 are as follows
De ce mbe r31 2014 Financial Assets
Securities available-for-sale US government sponsored entities and agencies Mortgage-backed securities - residential Equity securities
Total securities available-for-sale
Derivatives
Financial Liabilities
Derivatives
De ce mbe r 31 2013 Financial Assets Securities available-for-sale
US government sponsored entities and agencies Mortgage-backed secu rities - residential Equity securities
Total securities available-for-sale
Fair Value
$1 46307 3668 4 41 9
$1 54 394
$ 207
$ 214
$ 1 24431 1 2203
2 954 $ 1 39 588
Fair Value Measurements Usin1 Quoted Significant P rices Other
in Active Observable Markets Inputs (Level 1 ) (Level 2)
$
392 $ 392
$ -
$ -
$
$1 46307 3668 4 027
$1 54 002
$ 207
$ 2 1 4
$ 1 24431 12203 1 984
$1 38 61 8
Significant Unobservable
Inputs (Level 3)
$
$
$
$
$
$
As of December 31 2014 and 2013 there were no transfers between levels
40
STANDARD BANCSHARES I NC AND SUBSI DIARIES
NOTES TO CONSOLI DATED FI NANCIAL STATEMENTS (in thousands except share data)
Note 1 8 - Financial I nstruments Fair Value Disclosure (Continued)
The fair values of marketable equity securities available-for-sale are generally determined by quoted market prices in active markets for each specific security (Level 1 measurement inputs) If Level 1 measurement inputs are not available for a marketable equity security the fair value is determined by the quoted market price of a similar security traded in an active market (Level 2 measurement inputs)
The fair values of debt securities available-for-sale are generally determined by matrix pricing which is a mathematical technique widely used in the industry to value debt securities without relying exclusively on quoted market prices for the specific securities b ut rather by relying on the securities relationship to other benchmark quoted securities (Level 2 measurement inputs)
Derivative s
The fair value of derivatives are based o n valuation models using observable market data a s of the measurement date (Level 2) Our derivatives are traded in an over-the-counter market where quoted market prices are not always available Therefore the fair values of derivatives are detenmined using quantitative models that utilized multiple market inputs The inputs will vary based on type of derivative but could include interest rates prices and indices to generate continuous yield or pricing curves prepayment rates and volatility factors to value the position The majority of market inputs are actively quoted and can be validated through external sources including brokers market transactions and thirdshyparty pricing services
Fair values of assets measured on a nonrecurring basis are as follows
Oe ce mbe r31 2014 Other real estate owned net Impaired loans Loans held for sale Mortgage servicing rights
De ce mbe r 31 2013 Other real estate owned net Impaired loans Loans held for sale Mortgage servicing rights
Fair Value
$ 1 6233 41 895
8274 2435
$12 930 54 1 62
5408 2726
Fair Value Measurements Using Quoted Significant Prices Other
in Active Observable Markets Inputs (Level 1 ) (Level 2)
$ $
8274
$ - $
5408
Significant Unobservable
Inputs (Level 3)
$ 1 6233 41 895
2435
$1 2930 541 62
2726
Other real estate owned are initially recorded at fair value less costs to sell when acquired and are subsequently measured at the lower of cost or fair value less estimated costs to sell Fair values are based on third party appraisals of the property or internal valuations on smaller properties using comparable market data and various external resources resulting in a level 3 classification When the carrying value exceeds the fair value less costs to sell an impairment loss is recognized
The fair value of impaired loans secured by real estate with specific allocations of the allowance for loan --------- 1osses-is-generally-based-on--recent-real-estate-appraisals-or-internal-valuations-on-smaller-prnperties--shy
using comparable market data and various external resources These appraisals may utilize a single
41
STANDARD BANCSHARES INC AND SUBSI DIARIES
NOTES TO CONSOLI DATED FI NANCIAL STATEMENTS (in thousands except share data)
Note 1 8 - Financial Instruments Fair Value Disclosure (Continued)
valuation approach or a combination of approaches including comparable sales and the income approach resulting in a level 3 classification
Loans held for sale are carried at the lower of cost or fair value which is evaluated on a pool-level basis The fair value of loans held for sale is determined using quoted prices for similar assets adjusted for specific attributes of that loan or other observable market data such as outstanding commitments from third party investors resulting in a level 2 classification
The Company records its mortgage servicing rights at fair value and includes them in other assets in the Consolidated Balance Sheets Mortgage servicing rights do not trade in an active market with readily observable prices Fair value is based on market process for comparable mortgage servicing contracts when available or alternatively is based on a valuation model that calculates the present value of estimated future net servicing income Key economic assumptions used in measuring fair value of mortgage servicing rights at December 31 2014 included prepayment speeds maturities and discount rates While market based data is used to determine the assumptions the Company incorporates its own estimates of the assumptions market participants would use in determining the fair value of mortgage servicing rights which results in a level 3 classification
De cembe r 31 2014 Assets Cash and cash equivalents Securities held-to-maturity Securities available-for-sale Loans - net Loans held for sale Federal Home Loan Bank stock at cost Accrued interest receivable Derivatives
Liabilities
Deposits Federal Home Loan Bank advances Accrued interest payable Derivatives
De ce mbe r 31 2013 Assets
Cash and cash equivalents Securities held-to-maturity Securities available-for-sale Loans - net Loans held for sale Federal Home Loan Bank stock at cost Accrued interest receivable
Liabi lities Deposits Accrued interest payable
42
Carrying Value
$ 1 99476 3888
1 54394 1 744331
8274 3247 59 1 9
207
$ 1 993572 1 5000
265 214
$ 234 1 83 1 762
1 39588 1 61 9995
5408 3 143 5 576
$1 91 9 1 05 286
Fair Value
$ 1 99476 3 564
1 54394 1 798279
8274 3247 591 9
207
$1 992796 1 4984
265 214
$ 234 1 83 1 41 5
1 39588 1 679668
5408 3 143 5576
$ 1 920335 286
STANDARD BANCSHARES I NC AND SUBSI DIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (in thousands except share data)
Note 1 8 - Financial I nstruments Fair Value Disclosure (Continued)
In estimating the fair value of certain assets and liabilities not previously presented the following assumptions were made
Cash and Cash Equivalents
The carrying amounts of cash and equivalents reported in the balance sheet approximate fair value
Securities
Estimated fair values of securities are based on one of three models 1 ) quoted market prices where available 2) quoted market prices for similar instruments if quoted market p rices are not available 3) unobservable data that represents the Banks assumptions about items that market participants would consider in determining the fair value where no market data is available
L oans
Fair values of loans excluding loans held for sale are estimated as follows For variable rate loans that re-price frequently and with no significant change in credit risk fair values are based on carrying values Fair values for other loans are estimated using discounted cash flow analyses using interest rates currently being offered for loans with similar terms to borrowers of similar credit quality to calculate the present value of future contractual principal and interest cash flows and discounting them back to the present using a discount rate Impaired loans are valued at the lower of cost or fair value as described previously The methods utilized to estimate the fair value of loans do not necessarily represent an exit price
The fair value of loans held for sale is estimated based upon binding contracts and quotes from third party investors
Federal Home Loan Bank (FHLB) Stock
The carrying amounts reported in the balance sheet approximate fair value
Accrued Interest Receivable I Payable
The carrying amounts reported in the balance sheet approximate fair value
Deposits
The fair values disclosed for demand deposits (eg interest and non-interest checking passbook savings and certain types of money market accounts) are by definition equal to the amount payable on demand at the reporting date (ie their carrying amount) The carrying amounts of variable rate fixed-term money market accounts and certificates of deposit approximate their fair values at the reporting Fair values for fixed rate certificates of deposit are estimated using a discounted cash flows calculation that applies interest rates currently being offered on certificates to a schedule of aggregated expected monthly maturities on time deposits
Federal Home Loan Bank Advances
The fair value of Federal Home Loan Bank advances is estimated using discounted cash flow analyses --------based-on-the-currentborrowing-rate-of-similartypes-of-advances
43
STANDARD BANCSHARES I NC AND SUBSIDIARI ES
NOTES TO CONSOLI DATED FINANCIAL STATEMENTS (in thousands except share data)
Note 1 8 - Financial I nstruments Fair Value Disclosure (Continued)
Off-balance sh eet in strum ents
Fair asset andor liability value of off-balance sheet financial instruments as described in Note 1 6 may be estimated by applying fees currently charged for comparable commitments Based upon the qual ity of these commitments and their demand in the financial market it has been assumed that there is no material difference in the estimated fair value
Note 1 9 - TARP Capital Purchase Program
On April 24 2009 the Company entered into a Letter Agreement with the United States Department of Treasury (the Treasury) pursuant to which the Company sold to the Treasury 6000 shares of the Companys Fixed Rate Cumulative Perpetual P referred Stock Series A for $60 million and a warrant to acquire $3 million of Fixed Rate Cumulative Perpetual P referred Stock Series B for a nominal exercise price Immediately upon consummation of the closing the Treasury exercised the warrant and acquired the Series B Preferred Stock The Preferred Stock Series A qualified as Tier 1 capital and paid cumulative dividends q uarterly at a rate of 5 per annum The P referred Stock Series B qualified as Tier 1 capital and paid cumulative dividends quarterly at a rate of 9 per annum The difference between the initial carrying value that was allocated to the Series B Preferred Stock and its redemption value of $3 million will be charged to retained earnings (with a corresponding increase in the carrying value of the Series B Preferred Stock) over the first five years of the contract as an adjustment to the dividend yield using the level yield method During 201 1 the Company elected to suspend dividend payments For the year ended December 31 2012 total dividends of $3462 had been declared but not paid On February 22 201 3 1 3548387 of common shares were issued to the US Treasury in exchange for the $60 million and $3 million of Fixed Rate Cumulative Preferred Stock Series A and Series B respectively The Treasury subsequently sold those shares to institutional investors at $465 per share In addition the Company paid $6 million of dividends to the Treasury which included 1 00 of past due dividends and dividends due through February 22 2013
Note 20 - Regulatory Matters
The Companys primary source of cash is dividends received from its subsidiary bank The subsidiary bank is subject to certain restrictions on the amount of dividends that it may declare without prior regulatory approva L In addition the dividends declared cannot be in excess of the amount which would cause the subsidiary bank to fall below the minimum required for capital adequacy purposes
Banks and bank holding companies are subject to regulatory capital requirements administered by federal banking agencies Capital adequacy guidelines and additionally for banks prompt corrective action regulations involve quantitative measures of assets liabilities and certain off-balance-sheet items calculated under reg ulatory accounting practices Capital amounts and classifications are also subject to qualitative judgments by regulators Failure to meet capital requirements can initiate regulatory action Management believes as of December 3 1 2014 the Company and Bank meet al l capital adequacy requirements to which they are subject
Prompt corrective action regulations provide five classifications well capitalized adequately capitalized undercapitalized significantly u ndercapitalized and critically undercapitaized although these terms are not used to represent overall financial condition If adequately capitalized regu latory approval is required to accept brokered deposits If undercapitalized capital distributions are limited as is asset growth and expansion and capital restoration p lans are required At year-end 201 4 and 2013 the most recent reg ulatory notifications categorized the Bank as well capitalized under the regulatory framework for prompt corrective action There are no conditions or events since that notification that management believes have changed the institutions category
44
STAN DARD BANCSHARES I NC AND SUBSI DIARI ES
NOTES TO CONSOLIDATED FI NANCIAL STATEMENTS (in thousands except share data)
Note 20 - Regulatory Matters (Continued)
The Banks actual and required capital amounts and ratios are as follows
To Be Well Capitalized U nder
For Capital Prompt Corrective Actual Adeguac[ Puqoses Action Provisions
Amount Ratio Amount Ratio Amount Ratio As of December 31 2014 Total Capital
(to risk-based assets) Company $271 785 143 $ 152226 80 NA NA Bank 269993 1 42 1 52229 80 $1 90286 1 00
Tier I Capital (to risk-based assets) Company 247887 1 30 76 1 1 3 40 NA NA Bank 246093 129 761 14 40 1 14 171 60
Tier I Capital (to average assets) Company 247887 1 08 92 1 26 240 NA NA Bank 246 093 1 07 92 1 09 240 1 1 5 1 36 2 5 0
As of December 31 2013 Total Capital
(to risk-based assets) Company $246213 1 38 $142344 280 NA NA Bank 244607 1 38 1 42 170 280 $ 1 77713 2100
Tier I Capital (to risk-based assets) Company 223444 126 71 1 72 240 NA NIA Bank 221 838 1 25 71 085 240 1 06628 2 60
Tier I Capital (to average assets) Company 223444 1 03 86430 240 NIA NA Bank 221 838 1 03 86450 240 1 08 063 2 50
45
STANDARD BANCSHARES INC AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (in thousands except share data)
Note 21 - Capital Management
The overall objectives of the Companys capital management are to have the availability of sufficient capital to support loan deposit and other asset and liability g rowth and to maintain capital to absorb unforeseen losses or write-downs that are inherent in the business risk associated within the banking industry The Company seeks to balance the need for higher capital levels to address growth and unforeseen risks and the goal to achieve an adequate return on capital invested
In July 201 3 the federal banking agencies issued a final rule revising the regulatory capital rules applicable to most national banks and federal savings associations as well as their holding companies generally beginning on January 1 201 5 The rule implements the Basel Committees December 201 O framework known as Basel I l l for strengthening the international capital standards as wel l as certain p rovisions of the Dodd-Frank Act The final ru le implements a revised definition of regu latory capita l a new common equity Tier 1 minimum capital requirement of 450 and a higher minimum Tier 1 capital requirement of 600 (which is an increase from 400) Under the final rule the total capital ratio remains at 800 and the minimum leverage ratio is 400
Additionally under the final rule in order to avoid l imitations on capital distributions including dividend payments and certain discretionary bonus payments to executive officers a banking organization must hold a 25 capital conservation buffer composed of common equity Tier 1 capital above its minimum risk-based capital requirements The b uffer is measured relative to risk-weighted assets The final rule also enhances risk sensitivity and addresses weaknesses identified by the regulators over recent years with the measure of risk-weighted assets
The new minimum capital requirements will b e effective for the Company on January 1 201 5 whereas the capital conservation buffer and the deductions from common equity Tier 1 capital phase in over time beginning on January 1 201 6
Capital Raise
On February 22 201 3 Standard Bancshares Inc completed its recapitalization by issuing 29864795 shares of common stock at $465 per share for gross proceeds of $ 1 389 million 1 3 548387 of the common shares were issued to the US Treasury (the Treasury) in exchange for the $63 million of Fixed Rate Cumulative Preferred Shares Series A and B The Treasury subsequently sold those shares to I nstitutional Investors at $465 per share An additional 16 316408 of common shares were issued to Institutional Investors and private investors Of the aggregate 29864795 common shares issued 1 9430750 are voting shares and 1 0434045 are mm-voting shares
In conjunction with the recapitalization the Articles of Incorporation of the Company were amended to authorize 20000000 shares of preferred stock at $001 par value No preferred stock has been issued as of December 31 2014
Sto ck Settled Rights (SSRs)
On February 22 201 3 in connection with the recapitalization of the Company the Board of Directors distributed as a dividend in kind 7293407 Stock Settled Rights (SSRs) to the holders of the Common Stock as of the Record Date (November 5 2012) The number of SSRs issued is equal to the product of (i) 03888 and (ii) 18757921 the number Common Shares outstanding as of the Record Date The estimated fair value of the SSRs completed by an independent third party as of September 30 2014 and February 22 201 3 was determined to be approximately $026 per SSR or $1 880 and approximately $021 per SSR or $1 532 respectively Expense recorded related to the SSRs was $1 880 in 2014 No expense was recorded in 201 3
46
STANDARD BANCSHARES INC AND SUBSI DIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (in thousands except share data)
Note 21 - Capital Management (Continued)
Stock Settled Rights (SSRs) (Continued)
The SSRs are structured as common stock dividends to be paid to certain common shareholders of the Company under specific conditions The amount of common stock to be distributed is determined by a formula that considers among other things the value of the outstanding common stock at the Settlement Date Settlement Date is defined as the earlier of (i) the date a liquidity event (an I POrecapitalization or a sale of control) occurs during the term of the SSRs and (ii) the SSR Expiration Date (February 22 201 8) The SSRs will be exercised based on the value of the common shares at that time subject to the Settlement Rate formula
The Accretion Rate is a component of the Settlement Rate It is either an middotannual rate of 80 or 120 with the value determined by the cum ulative economic losses that occur in the loan portfolio from June 30 201 1 to the time the SSRs are settled
On the Settlement Date the Company shall determine the number of shares of Common Stock issuable upon the settlement of an SSR The Settlement Rate shall be calculated based on a formula that considers among other factors the value per share of the common stock on a fully diluted basis reduced by the accretion rate with that number divided by the value per share of common stock on a fully diluted basis
If the Settlement Rate is greater than zero the Company shall issue and deliver to each of the SSR Holders a number of shares of Common Stock equal to the product of (i) the Settlement Rate multiplied by (ii) the number of SSRs held by such H older as reflected in the SSR register as of the close of business on the last Business Day prior to such Settlement Date
In connection with the occurrence of a Liquidity Event on or prior to the Expiration Date the Board of Directors may at its option and in its sole discretion order the redemption and the Company may redeem the SSRs in whole or in part at the redemption price per SSR based on a formula that considers the price per share of Common Stock at which the Company is valued on a fully diluted basis in connection with such Liquidity Event as determined in good faith by the Independent Committee plus a l l cash dividends paid oil the common stock from the date of issuance of the SSRs less $465 accreting on a daily basis at the Accretion Rate
The Company hired an independent third party firm to value the SSRs The following variables were taken into consideration when deriving a value for the SS Rs
1 ) The probability of a liquidity event (sale of control or PO) during the term of the SS Rs 2) The Accretion Rate assigned to the Settlement Rate of the SSRs 3) The estimated value of the Companys common stock at the earlier of a) a liquidity event or b)
the SSR Expiration Date (February 22 201 8) 4) The type of liquidity event that might occur 5) Future value parameters including a) tangible common book value b) earnings and c) market
conditions
The valuation of the common shares at the Settlement Date will depend on the Companys financial condition and the market pricing of financial institution stock both on a stand-alone basis and on a sale of control basis at that time
47
STANDARD BANCSHARES I NC AND SUBSIDIARI ES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (in thousands except share data)
Note 22 - Condensed Financial Statements
The Company was incorporated in I l linois on February 23 1 982 The Company accounts for its investment in subsidiaries under the equity method Under this method the investment is recorded at cost adjusted for the subsidiaries undistributed net income (loss) Presented below are the condensed financial statements of Standard Bancshares I nc (Parent Company Only)
Assets Cash Investment in subsidiaries Other assets
Total assets
CONDENSED BALANCE SH EETS DECEMBER 31 2014 AND 2013
Liabilities and shareholders equity Other liabilities Total stockholders equity
Total liabilities amp stockholders equity
2014 $ 4 163
264242 328
$268733
$ 2685 266048
$268733
CON DENSED STATEMENTS O F I N COME YEARS ENDED D ECEMBER 31 201 4 201 3 AND 201 2
2014 I ncome
Other income $
Expenses 2909 Loss before income taxes and equity in undistributed
earnings of subsidiaries (2909) Income tax benefit 88
Loss before equity in undistributed earnings of subsidiaries (2821)
Equity in undistributed earnings (loss) of subsidiaries 1 7 1 1 5
Net income (loss) 1 4294 Preferred dividends and discount accretion on preferred shares
Net income (loss) applicable to common shareholders $1 4294
48
201 3 $ 2 1 95
248 090 1 944
$252229
$ 322 251 907
$252229
201 3 201 2
$ $ 1
1 747 8539
(1 747) (8538) 291 1 0 1 7
(1 456) (7521) 9 629 (23241) 8 173 (30762) 1 1 24 4090
$ 7049 $(34852)
STAN DARD BANCSHARES INC AND SUBSIDIARIES
NOTES TO CONSOLIDATED FI NANCIAL STATEMENTS (in thousands except share data)
Note 22 - Condensed Financial Statements (Continued)
CONDENSE D STATEMENTS OF CASH FLOWS YEARS ENDED DECEMBER 31 2014 201 3 AND 201 2
Cash flows from operating activities Net income (loss)
Adjustments Equity in undistributed net (income) loss of subsidiaries Amortization Stock based compensation expense ( Increase) decrease in other assets Increase (decrease) in other liabilities
Net cash provided by (used in) operating activities Cash flows from financing activities
Issuance of common stock net of issuance costs Capital contribution to Standard Bank Repayment of note payable Cash Dividends
N et cash provided by financing activities
Net increase (decrease) in cash
Cash - beginning of year
Cash - end of year middot
Supplemental schedule of non-cash financing activities Change in par value on common stock Exchange of preferred stock to common stock
49
2014
$ 1 4294
( 17 1 1 5) 28
782 1 616 2363 1 968
1 968
2 1 95
$ 4 163
$ $
201 3
$ 8 1 73
(9629) 29
441 1 872
(4273) (3387)
68598 (41 500) ( 16 1 00)
(6026) 4972
1 585
6 1 0
$ 2 1 95
$ 4277 $63000
201 2
$(30762)
23241 6 1 67
( 1908) 2 043
( 1 2 1 9)
( 1 2 1 9)
1 829
$ 6 1 0
$ $
FORM FR Y-6
STANDARD BANCSHARES INC
Hickory Hills Illinois Year Ending Dccember31 2014
REPORT ITEM
1 The BHC Is not registered with the SEC Coples of the Annual Report Nil be sent undersepirate cover when completed
2a Organization Chart fo Standard BallCShares Inc
I THE BOULEVARD INC
SL John Indiana 100
JnCQrporated in Indiana
2b Branch Verification
STANDARD BANCSHARES INC Hickory Hills Illinois Jncorporateltl In Illinois
STANDARD BANKAND TRUST COMPANY Hickory Hills llllnois
Incorporated In lllnols 100
I STANDARD REDEVELOPMENT INC
Hickory Hills Illinois 100
Incorporated in Illinois
(Not subject to Y-10 reporting ) Code 91 CE - Liquidation Of debts previously contracted
The branch and lax-kl flStings were emailed to branch revieW on 223115
3 (1) As ofyear-end
Name and Address
Trident SBI Holdings lP Greeffilidl CT
Robert E Gallagher Sr Trust John D Gallagher Trustee Palos Heights IL
The Gallagher Standard Bancshares TR Timolhy J GaJagheuror Trustee Hickory Hitls IL
Pantheon Standard LP San Francisco CA
CohesVe Capital Parners LP New York NY W Capital Partners II LP NewYork NY
Couritrlt of Citizenship or lncorooratlon Number and Percentage Of Voting Serurtties
USA 5662194- 1483
USA 5516086 - 1444
USA 4382666 - 1 t47
USA 3762128-985
USA 2 150537 - S63
USA 2 150537 - 563
Note llle shares in the Robert E Gallagher Sr Tr are voted on by John D Gallagher Director of Standard Bank Tue shares Jn the Gallager Standard Bancshares Tr are voted on by Timolhy J Gallagher Director of Standard Bank
3 (2) OtherSharehofors oat listed in Section 3 (1) above that held more than 5 during the year
None
Resuhs A Ilse of branches forvour holdln1 company STANDARD 8ANCSHARES INC (1245590) or HICKORY HILLS IL
The d1ta are n of 12312014 Data re II Kb information tlat wu received aod processed throuah 01072015
Rconcill1Uon and Vc1Uon St I DI 1 In the DIH Action column of each br111Ch row enter one or mort of the actioru specified below
2 If required enter the date In the Ettcttve Olte column
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am If a bnch listed was sold or clowd enterOose In tht Dita Action column and the s1e or dosured11te In the EtfectW Olte colurm
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Thbull FR Y-10 report may be submitted 1n a hardcopy format or 11ia the FR Ymiddot10 OnH11e application middot httpsylOonllnefederalrerve1ov
bull FDtC UNINUM Office Number and ID_RSSO co1unvu ara for reference only Verification of these values is not required
- - 8nch Suvlce Type Branch 10 RSSO ia- terNeme Street Address City
ok FuUServltefHud Officel 19730 STAN OARD BANK ANO TRUST COMPANY 7800 WEST 9STH STREET HICKORY HILLS
ok Full Service 3202168 BOLINGBROOK BRANCH 282 NORTH WEBER ROAD BOLINGBROOK
ok Limited Strvce 4126065 CALUMET CITY 1968 SIBLEY BOULEVARD CALUMET CITY
FullSetvke 3309928 CLARK STREET 8RANOi 3747 NORnt CLARK STREET atlCAGO
ok FullServiett 474339 EWING BRANOf 10635 SOUTH EWING AVENUE CHICAGO
ok Full Servtce 2079925 HEGWISCH BRANCH 13336 SOUTH BALTIMORE AVENUE CHICAGO
ok limited Se-rvke 20817)5 SOUnt DERRING FACILITY 10535 SOVTH TORRENCE AVENUE CHICAGO
Full Service 4099271 THOREK BRANOi 836 WEST IRVING PARK ROAD OUCAGO
ok Full Service 2121280 COAL CITY BRANot 20 SOUTH KANKAKEE COAlCITY
full Service 2809038 EVERGREEN PARK BRANCH 2400 WEST 95TH STREET EVUtGREEN PARK
ok Full Service 3188909 FRANKFORT BRANCH 19997 LA GRANGE ROAD FRANKFORT
Full5etvice 810436 CiARONERBRANCJ1 118 DEPOT STREET GARDNER
ok FultSrvlct 3188897 JOLIET ampRANCJ1 2398 ESSINGTON ROAO JOLIET
Full Service 3439553 LOClCPORT BRANCH 16545 WEST 159TH STREET LOCKPORT
ok Full Service 290931 LYONSlST AVENUE BRANCH 8601 OGDEN AVENUE LYONS
ok Full Service 3671504 MINOOKA BRANCH 515 WESTUS ROUTE 6 MINOOKA
ok LlmltcServfce 2111338 MOAAIS LISBON BRANCH 1433 USBON STREET MORRIS
ok Full Servkt 2809010 MORRIS ROUTE 6 BRANCH 1111 WEST US ROUTpound 6 MORRIS
Ful1 Servlct 2809047 NAPERVILLE BRANCH 1607 NORTH AURORA ROAD NAPERVILLE
ok full 5ervfce 2809056 NEW LENOX BRANCH 456 NELSON ROAD NEW LENOX
Full sMce 2103129 OAK FOREST BRANOf 15901 SOUTH CENTRAL AVENUE OAX FOREST
ok Full SeMct 3490255 OAK LAWN lllTH BRANOf 4700 WEST 111TH STREET OAK LAWN
ok Full Sfrvlce 2096717 OAK LAWN 95TH BRANCH 4001 WEST 95TH STREET OAK LAWN
ok Full Service 2295538 ORLAND PARK BRANCH lSCXJO SOUTH WOLF ROAD ORLAND PARt
State VpCode
IL 60457
IL 60440
IL 60409
IL E06H
IL 00617
IL 0063
IL 00617
IL 60613
IL 60416
IL 60805
IL 6042
IL 60424
IL 60435
IL 60441
IL 60534
I L 60447
IL 60450
IL 60450
IL 60563
IL 60451
IL 60452
IL 60453
IL 60453
IL 60467
County CawN FDICUNINUM Offb Numberbull Haad otfice Head Office 10 RSSD Comments
COOK UNITEO STATES 10748 0 STANOARO BANK ANO TRUST COMPANY 19730
Will UN ITED STATES 419532 34 STANDARD BANK ANO TRUST COMPANY 19730
COOK UNITED STATES 510611 44 STANDARD BANK AND TRUST COMPANY 19730
COOK UNITpound0 STATES 429662 35 STANDARD BANK ANO TRUST COMPANY 19730
COOK UNITED STATES 12089 18 STANDARD BANK AND TRUST COMPANY 73ltgt
COOK UNITED STATES 244100 20 STANDARD BANK ANO TRUST COMPANY 19730
COOK UNITED STATES 244099 19 STANDARD BANK ANO TRUST COMPANY 19730
COOK UNITED STATpoundS 510612 4S STANDARD BANKANDTRUSTCOMPANV 1973ltgt
GRUNDY UNITED STATES 263852 17 STANDARD SANK AND TRUST COMPANY 730
COOK UNITED STATES 13875 4 STAN OARD BANK AND TRUST COMPANY 19730
Will UNITED STATES 357237 15 STAN OARD BANK AND TRUST COMPANY 19730
GRUNDY UNITED STATES 7234 1 STAN DARO BANK ANO TRUST COMPANY 19730
Will UNITED STATES 238ASA 13 STANDARD BANK ANO TRUST COMPANY 19730
Will UNlTEO STATES 450324 38 STAN OARD BANK AND TRUST COMPANY 19730
COOK UNITED STATES 10912 22 STANDARD BANK ANO TRUST COMPANY 19730
GRUNDY UNITED STATES 465426 42 STANDARD BANK AND TRUST COMPANY 1973ltgt
GRUNDY UNITED STATES 266774 16 STANDARD BANK ANO TRUST COMPANY 1730
GRUNDY UNITED STATES 2243S6 10 STANDARD BANK AND TRUST COMPANY 19730
OU PAGE UNITED STATES 238451 6 STANDARD BANK ANO TRUST COMPANY 19730
Will UNITED STATpoundS 238452 11 STAN OARD BANK ANO TRUST COMPANY 19730
COOK UNTED STATES 244101 21 STANDARD BANK AND TRUST COMPANY 19730
COOK UNITED STATES 441863 36 STANDARD BANK AND TRUST COMPANY 19730
COOK UNITED STATES 238447 1 STANDARD BANK AND TRUST COMPANY 19730
COOK UNITED STATES 238450 5 STANDARD BANt AND TRUST COMPANY 19730
ok Fullrvke 2100379 PALOS 11HH BfANOl 11901 SOUTHWEST HIGHWAY PALOSPARIC ll 00464 COOK UNITED STATES 238448 2 STAN DARO BANK AND TRUST COMPANY 19730
ok rulSltVice 2427544 PALOS lllST BRANCH 9700WEST lllST STREET PALOS PARK ll 00464 COOK UNlTEOSTATES 238449 3 STAN DARO BANK AND TRUST COMPANY 19730
ot llmtedSrvke 3490273 NORTH RIVERSIDE BRANCH BJSOWEST CERMAK ROAD RlvtRSlDE ll COOK UNITED STATES 441864 37 STANDARD BANK AND TRUST COMPANY 19730
ot FuLServke 3202171 SHOREWOOD BRANOl 970 BROOK FOREST AVENUE SHOREWOOD It - t UNITED STATES 419531 33 STANDARD BANICANDTRUSTCOMPANY 19730
ok FulSrvlee 3188918 VILLA PARK BfWIOi 1 WESrRoostVrlTROAD VlltAPARIC It 50181 OUPAGE UNITED STATES 238455 14 STANDARDBANKANDTRUSTCOMPANY 19730
ok FulSrvke WllMINGTON BRANCH lOOSSOUTH WATER STREET WILMINGTON It 004 lt UNITED STATES 238453 12 STANDARD BANK AND TRUST COMPANY 19730
ok Fulfrvk 3197031 CHESTERTON BRANCH middot 755 JNDIAN BOUNDARY ROAD OIESTERTON IN PORTER UNITEDSTAlES 275664 32 STANDARD BANK AND TRUST COMPANY 19730
ok ruUrvic 2161D17 EASTCHCAGO BRANCH 4518 lNOANAPOUS BOULEVARD EAST CHICAGO IN 46312 lAKE UNITEDSTAlES 29 STANDARDSANKANDTRUSTCOMPANY 19730
ok Fulrvk 4913n HAMMOND BRANCH 1007 CALUMET AVENUE HAMMOND IN 46324 AKE UNITEDSTAlES 42227 30 STANDARD BANK AND TRUST COMPANY 19730
Fulrvlc 2161D3S HIGHtAND BRANCH 2930 RIDGE ROAD HIGHLAND IN 46322 UNITEOSTAlES 275659 27 STANDARD BANK AND lRUST COMP AN I 19730
ot Futtsrvke 2161044 LOWHl BRANCH 2090 EAST COMMERICALAVENUE LOWELL IN 463Sfgt21r AKE ONITEDSTAlES 275661 28 STANDARD BANK ANDTRUSTCOMPANI 19730
ok Full Srvlce 3439562 MERRlllVlllE BRANCH 579WESTUNCOlN HIGHWAY MERRlllVlllE IN 46410 AKE ONlEO STATES 450325 39 STANDARD BANK AND TRUST COMPANI 19730
ok Full Srvice 453712 SAINT JOHN BRANCH 9321 WICKER AVENUE SAINT JOHN IN 46373middot00 AKE ONtlEDSTATES 42414 26 STANDARD BANK AND rnusr COMPANY 19730
middot
Report ttem 4 Directors and Office (1) Name amp Address
J-Ohn R Barber New York NY
Christopher Doody Ne-vYork NY
1pound1 Pnncipal Occupation [rtmiddotrmiddotwittl BHC
Mariaging Partner eohesiVe ea pita I
Princlpal Storm Point Capital
(3) (bull) TrtiePosition with BHC Diredor
Director
FORM FR Y-9
STANDARD BANCSHARES INC Fiscal YearEnding Decttmber3112014
(3) lb) ltlePosition wffi1 Subsidiaries
NIA
NIA
(3) (c TrtlePosltlon wttn otherbuslne$es
Managtng Partner Cohesive Capital
Principal Stone Point Ciipitit
bull Stone Point ls the manager of the TriOOnt funds which are investment entities that own 25 or morn of the outstanding voting seairities orinlerests in various companles Mr Doody ls an ernployee and officer of Stone Point and is oo deemed to contror S1oria Point or the Trldent Funds He is not a principal securities holder of Stone Point or the Trident Funds The invstmenl committees of the Trident Funds are responsible for voting the shares or such companies and Mr Doody is not a member of the investment committees of the Trident Fonds A sctiedule of such companies in which U1e Trident funds hnve invested is available upon request
John o Gallagher Ortand Park IL
Managing Genera[ Partner OfdlarU Hill Bldg Co
Director Dior-standarU Bank
Managin9 GenerBi Partner Orchard HlllmiddotB1dg Co President Ordiard Hm Building Co Inc
Managing Member Qnhard Hill Construction LLC
Managing Membelt Austin Construction Co bull LLC
Presdenl Bougton Development Co
President ennStructildeg Co lnc
Prestdenl middot Farmingdare Development eomiddot
middotana9in middotRa -middot middot fariTijngdre _Mittwo middot
Pldciit_ _ Fam1r9dale Utilify Co_
Managing Partner Frtz91erald Lad lnvestment Ptshp
(4) a) 1w of Voting Shares in BHC
563
middot1483
14450
(4)(o) (4) (b) Names of othfr companitts 4 of Voting (if 25 ormorl voting Shares in Subs securities a held
NIA
NIA
NIA
NIA
NIA
NIA
NIA
NIA
NIA
NIA
Dryden Cons1rudioo Co Inc 100
NIA
NIA
NIA
Frtzgerald Land Investment Plshp 25
(1) Name amp Mdlt=
John D Gallagher CJriand Pru IL
(2) Principal rbull _ BHC1
(3) (b) TdfePosition wiU1 SubsXfiarics
(J)(c TrtiePttSition wTUi other buslncssts
Trustee-Vote 100 Galla171ormiddot Henr)Tnisl
- Gallagher amp Henry Inc
Prumlaquo GaDaQhef Parloecs LP GB4 Jnc
Managing Partner Gl6mwod DevelopmElnt Co
Managmjl farlnelt Heruy Co Managmo Hermann Umd Investment Ptshp
Managing- Kolarlrugtd I lgthp Preltldeot Kokast -kimes Inc
PreSdenl Coo$trixtioo middotmiddot nc
- -MiAdams 400 Investment Ptshp
Msoagir(Q Partner Meifefl1 id lnpoundiiini _Pthp Managing Partner sr middotGod 1nVeslmoo Pbhp Managiog Partnef
-LampftPtshp TruSt6e
ThOGalfaghmiddotorSliujiini middot Trust
(4) (bull) of Voting Shares in BHC
(4) (b) of Voting Shares In SUbs
Names of other companies frf 25 degmom voting securiDes arn heJd NIA
NIA
NIA
NIA
NIA
NIA
NIA
Hennarm Lnnd Investment Ptshp 25
K6irland lovStrnerrlPiStip 25 NIA
NIA
NIA
Laod lNeStrnloi PlShp 25
df1li3 lfjJrlvtrpnt PWiP 25
Land l hp 25
e(Lao1fl PtShp 25_-xmiddotmiddot middot
standard tWesTrust 25 middot
(1) Name amp Address
Tnnothy J GsJlaghet Burr Ridge IL
(2) Principal Occupation [d other than with BHC)
(J) (a) TrltePosifion wtth BHC
(3)(b) TdiePosffion wittl Subskfcuies
OlaHrnan of the Board
(J) (c) TitlePosition with other businees
PreOOeot Brittany Glen Homeownoc l=gtc Suffield Woods Homeowner Assoc FanntngdaJe Viage Com Assoc fumlogdale Vdlage Com Assoc 2 Misty Meadoyenr Homeowner Assoc 1ltings1on Hills liomeOMler Assoc Gallagheramp Henrys Condos Goodiogs Grove Assoc Ganaghcr amp Heruys Goocfings Grove Umbretia Assoc Farmingdale Vil Cooos of Woodridge Homeowner Assoc Radc5ffe rtMe TOvlfflhomes Assoc
BNC OWnefs Assodatioo
Boughton Woodward Commenial Center LLC su-lgle MembeltUC- GB4 i5 member
Union Poirrte Investors Uc Sing1e MemberlLC- Union PcWe Oevclopmeot Co b member
Uoion POOte Buadlog Venture 1lLC Union 00rt lnvestorn LlC ts member Union Pofrrte Buikfing Venlilre 112 LLC Unton Point nveslor lLC is member
Union Pointe Boikfing Venture 3 LLC Union Poinl lnveslors UC is member
standgtnJ Bank -ALm1 Construction Co LlC
Pminlaquo Frtzyerald Lnnd Investment Pbttp
(lt)(bull) ofVotlng Shares in BHC
11520
(4) (b) ofVotiog Shares in Subs
NIA
Names of other companies (If 25 or l1XgtflJ voting securities aro held
NIA NIA NIA NIA NIA NIA NIA WA NIA NIA NIA
WA
NIA
WA
WA
NIA
NIA
WA
NIA
NIA
NIA
WA
WA
(1) =
Timothy J GJJbghctshyBorr Ridge IL
(2) Principal (if oUJef than wtth BHC)
3 (a) TitlePosition wilh BHC (3) 1c) Trtielosilion with other businesses ampcretuy amp Henry Inc
_ GieoMXgtd Developmeot Co
Partner Hermann Land Investment Pt5hp KOOr land Investment Ptstip
Secret3y Kolcast Homes loo
__ Koamp Construction Co Inc
Secrebgty Ordnrd Hin Buikfing Co Inc
Pa1nelt srrvb land 1ovestrnent Pshp -Smotelt Land Investment Ptshp Trustee- Vote 100 The Gollagher stmdafd
Trust
-- uruoo Pointe Development Co
lt4)(a) ofVotiog Shares in BHC
(4) (b) of Voting Shares In Sobs
tfamos of othcreomnk (lf25 ormoro vo6ng sccuritios arc held
NIA
NIA
NIA
Hennano Land Investment Ptshp 25
Kolar land Investment Pshp 25
NIA
NIA
NIA
Maas Land Investment Ptshp 25
McAdams Iand lnv=tmeni Plshp 25
Medema land lnvestme111 Ptshp 25
NIA
NIA
NIA
Slivka land Investment Plshp 25
SmoterUmd I Ptshp 25
Unkio Pointe Devdopmcot Co 25
(11 (21 Pl (a) 3 (b) 3) c) 4 (a) (4)b) Names of othelt com pan Name amp Adqross princi Occupation TJdcPositiorl TJHePositiorl TrticPosIDon of Voting of Voting [If 25 or mon voting
(if other than with Bl tc) wtth SHC with Subsidiaries with other businesses Shares In BHC Shares in Subs securities are heJd
Timothy J GaUagilet Slaquoretmy GB4 Inc SurRXgeIL GB4 lnc 251
Uoioo Polnte Bonding Venture 3 UC NIA Uoiont PoCnt lnves1ocs LLC is member
Lawraooe P Kelley NIA DirododVJCO Chaifman Oamp-edooVlce Chairman NIA 023lt))1 NIA NIA Pltullt IL PreraquoleoUCEO -0-0
standam Bank
Atampief Ko-arldt NIA DirodOlt Dirodoc NIA 0140 NIA NIA 1-fmsdak ll -
Howrd K Priess JI - deg Dirodoc Solo Pradiltgtoelt 0140 NIA NIA NapeMe IL Standard Bank
Owner White Oak Construction LlC Wh4te Oak Construction LLC 100
Robert A RoslKWt NIA Lead ndepcodeot Director oltedoc NIA D140( NIA NIA QOCago u standanl Bank
Charles E Shomo rv NIA deg Ciredor NIA 013lfI( NIA NIA Bur Ridgo IL standam Bank
Patrick J Hunt NIA _ Executive VPCFO NIA 008 NIA NIA Palos Heights IL EVPCfO standanl Bank
deg Scoltzu NIA Asst VPJAssl Asst VPAsst Secy NIA 00CXgt1 NIA NIA
Everyreen Park IL Sea-- SiandagtO Bank
STANDARD BANCSHARES INC AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (in thousands except share data)
Note 3 - Investment Securities (Continued)
Less Than 1 2 Months
December 31 201 4
Held-to-maturity Trust preferred security
Available-for-sale US government-sponsored
entities and agencies
Fair Value
$
$76908
Gross Unrealized
Losses
$
$(1 75)
1 2 Months or Greater
Fair Value
$ 1 050
$
Gross Unrealized
Losses Fair Value
$(342) $ 1 050
$ $76908
Total Gross
Unrealized Losses
$ (342)
$ (1 75)
Less Than 1 2 Months 1 2 Months or Greater Total Gross Gross Grnss
Fair Unrealized Unrealized Unrealized December 31 2013 Value Losses Fair Value Losses Fair Value Losses
Held-to-maturity Trust preferred security $ $ $ 1 012 $(372) $ 1 0 1 2 $ (372)
Available-for-sale Equity securities $1 984 $ (1 6) $ $ $ 1 984 $ (1 6)
Management evaluates securities for other-than-temporary impairment at least on a quarterly basis and more frequently when economic or market concerns warrant such evaluation Consideration is given to (1) the length of time and the extent to which the fair value has been less than cost (2) the financial condition and near-term prospects of the issuer and (3) the intent and ability of the Company to retain its investment in the issuer for a period of time sufficient to allow for any anticipated recovery in fair value
The Company had seventeen securities in a loss position at December 31 2014 One security is a trust preferred security with an amortized cost of $1 392 and an unrealized loss of $342 The other sixteen securities are government sponsored entity and agency securities with an amortized cost of $77083 and an unrealized loss of $175
The unrealized loss on the trust preferred security and government-sponsored entities and agencies were related to changes in interest rates and illiquidity in the financial services industry Management has evaluated the prospects of the issuer in relation to the severity and duration of the impairment Based on that evaluation and managements ability and intent to hold those investments for a reasonable period of time sufficient for a forecasted recovery of fair value management does not consider those investments to be other-than-temporarily impaired at December 31 201 4
17
STANDARD BANCSHARES INC AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (in thousands except share data)
Note 4 - Loans
Major Classifications of loans are as follows
Construction and land development Commercial Commercial real estate non-owner occupied Commercial real estate owner occupied Residential real estate Consumer
Total
Origination fees - net of costs Allowance for credit losses
Loans net
201 4 $ 110343
449341 427043 569269 1 18612
97066
1 771 674
( 1 023) (26320)
$1744331
2013 $ 140294
324898 4 1 9775 550900 1 1 7 343 1 08664
166 1 874
(984) (40895)
$161 9995
Construction loans are generally based upon estimates of the cost and value associated with the construction of the property Construction loans often involve the disbursement of substantial funds with repayment primarily dependent upon the success of the completed project Sources of repayment for these types of loans may be permanent loans from long-term lenders or sales of developed property Generally these loans have a higher risk profile than other real estate loans due to their repayment being sensitive to real estate values interest rate changes governmental regulations of real property demand and supply of similar projects the availability of long term financing and changes in general economic condition
Commercial loans are primarily lines of credit and equipment loans that are secured by accounts receivable inventory fixed assets and sometimes with real estate These loans are repaid through the operating cash flow of the company The increase in commercial loans was due to generally improved business activity resulting from the stabilizing economy and our focus on generating growth in this category of lending in order to better diversify our commercial portfolio Commercial loans are underwritten after evaluating and understanding the borrowers ability to operate its business
Underwriting standards are designed to ensure repayment of loans and mitigate loss exposure As part of the underwriting process the Company examines current cash flows to determine the ability of the borrower to repay its obligations as agreed Commercial loans are primarily made based on the identified cash f lows of the borrowers and secondarily on the underlying collateral provided by the borrower
Commercial real estrite locins consisted primarily of loans to business owners and developersinvestors in owner and non-owner occupied commercial properties The Company classifies the properties into owner-occupied which represents loans where more than 50 of the rental income is from the owner of the property or a related company and non-owner occupied represents loans where less than 50 of the rental income is from the owner of the property Non-owner occupied can include 5-unit or more apartment buildings retail office buildings hotels warehouse and industrial properties Repayment will come from the rental income paid by the tenants or owner Commercial real estate loans are subject to underwriting standards and processes similar to commercial loans in addition to those standards and processes specific to real estate Commercial real estate lending typically involves higher loan principal amounts and the repayment of the loans is largely dependent upon the successful operation of the property securing the loan or the business conducted on the property securing the loan Commercial real estate loans may be more adversely affected by conditions in the real estate market or in the general economy The properties securing the Companys commercial real estate portfolio are diverse in terms
1 8
STANDARD BANCSHARES INC AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (in thousands except share data)
Note 4 - Loans (Continued)
of type and geographic location within our market area Management monitors and evaluates real estate loans based on cash flow collateral location and risk grade criteria
The residential real estate portfolio consists of 1-4 family first lien loans secured by the borrowers home and are generally within our market area Any loans outside our market area are to customers with homes or businesses in our market areas
The consumer loans consist of loans to individuals for consumer purposes home equity loans home equity lines of credit and second mortgages Consumer loans are centrally underwritten utilizing various loan policy guidelines that take into consideration the borrowers ability to repay and the collateral offered
At December 31 2014 and 2013 certain officers directors and companies in which they have beneficial ownership were indebted to the Bank in the aggregate amount of $32267 and $36457 respectively During 2014 no new loans were made to such related parties and net repayments on existing loans amounted to $4 1 90 During 2013 new loans made to such related parties amounted to $389 and net repayments on existing loans amounted to $2082
19
STANDARD BANCSHARES INC AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (in thousands except share data)
Note 4 - Loans (Continued)
All owance fo r Credit L osses
Following is a summary of the activity in the allowance for credit losses
Commercial Commercial Real Estate Real Estate Non-owner Owner Residential
December 31 2014 Construction Commercial Occu12ied Occu12ied Real Estate Consumer Total
Allowance for loan losses
Beginning balance $ 16575 $ 2072 $ 3390 $ 1 2255 $ 3545 $ 3057 $ 40895
Provision for credit losses (1 945) 1981 5370 (3859) 193 1 228 2967
Loans charged-off (1 1 039) ( 1 717) (4247) (2632) (475) (994) (211 04)
Recoveries 2 833 _llsect 200 __sectQ __fil1_ 3 562
Total ending allowance balance $_JJA23 L2A28 $_A79j_ $ 5 955 $ 3 323 $ 26 320
Commercial Commercial Real Estate Real Estate Non-owner Owner Residential
December 31 2013 Construction Commercial Occu12ied 0CCUQied Real Estate Consumer Total
Allowance for loan losses
Beginning balance $17755 $ 4168 $ 1 3052 $ 18109 $ 3317 $ 2805 $ 59206
Provision for credit losses 6401 (724) (839) 2310 742 861 8751
Loans charged-off (7635) (1472) (1 0720) (8237) (515) (659) (29238)
Recoveries _M __jQQ ---1sectfil 74 __ 1 -2Q --2J1sect Total ending allowance balance $16 57S $2J)72 $ 3 390 $ 12 256 L351s UD57 $ 40 895
Commercial Commercial Real Estate Real Estate Non-owner Owner Residential
December 31 2012 Construction Commercial Occu12ied 0CCUQied Real Estate Consumer Total
Allowance for loan losses
Beginning balance $13016 $ 3214 $ 5275 $ 11620 $ 1975 $ 1860 $ 36960
Provision for credit losses 791 6 4614 8620 6815 3149 2270 33384
Loans charged-off (6354) (3937) (917) (401) (1841) (1362) (14812)
Recoveries ---11lZ _____fl_ 74 75 ___M ___E 3 674
Total ending allowance balance $1L155 $A1fill iil3 052 gt rn ms $ 3 3JZ $ 2 605 $ 59 206
20
STANDARD BANCSHARES INC AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (in thousands except share data)
Note 4 - Loans (Continued)
The following tables present the balance of the allowance for loan losses and the recorded investment in loans by portfolio segment and based on impairment method
December 31 201 4
Allowance for Joan losses
Ending balance individually evaluated for impainnent
Ending balance collectively evaluated for impainnent
Total ending allowance
Loans Ending balance individually evaluated
for impainnent Ending balance collectively evaluated
for impainnent
Total ending loan balances
Oecember 31 2013
Allowance for loan losses
Ending balance individually evaluated for impainnent
Ending balance collectively evaluated for impainnent
Total ending allowance
Loans Ending balance individually evaluated
for impainnent Ending balance collectively evaluated
for impainnent
Total ending Joan balances
Construction
s 5136
1 287
_$ 6 423
$ 20252
90 091
$jj0 343
Construction
$ 14662
1 913
_$ J6 szs
$ 35249
1 05 045
S140 29plusmn
Commercial
$ 601
1 827
_$ 2 428
$ 871
448470
$449 34j
Commercial
$ 461
1 6 1 1
$ 2 OZ2
$ 2294
322604
$32plusmn 888
2 1
Commercial Real Estate Non-owner Occupied
$ 1 373
3 41 8
$ 4Z9J
$ 1 5345
411 698
$427 043
Commercial Real Estate Non-owner Occupied
$ 1 865
1 525
$ 3 390
$ 1 5176
404 599
$4J9 ZZ5
Commercial Real Estate
Owner Occupied
$ 5 1 6
5 449
_$ 5 965
$ 6706
562563
$569 269
Commercial Real Estate
Owner Occupied
$ 3331
8 925
$ j2 256
$ 1 7201
533699
$550 900
Residential Real Estate
$ 1 665
1 658
$ 3 323
$ 5795
1 1 2817
$118 612
Residential Real Estate
$ 1 496
2 049
$ 3 545
$ 3799
1 1 3 544
S1H 343
Consumer Total
s 2 160 s 1 1 451
1 230 14 869
_$ 3 GO $ 76320
s 4377 $ 53346
92689 1 71 8328
_$ 97 066 $j Vj 674
Consumer Total
s 1 334 $ 23149
1 723 17 746
$ 3 057 $ 40 895
$ 3592 $ 77311
1 0 5072 1 584 563
S10B 664 S1 661 8Z4
STANDARD BANCSHARES INC AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (in thousands except share data)
Note 4 - Loans (Continued)
The following tables present loans individually evaluated for impairment by class of loans
Unpaid Allowance for Average Principal Recorded Loan Losses Recorded
December 31 2014 Balance Investment Allocated Investment
Wrth no related allowance recorded Construction $1 4349 $ 2200 $ $ 2824
Commercial 1 866 266 623
Commercial real estate non-owner occupied 12128 1 0392 1 1 282
Commercial real estate owner occupied 1 0541 3771 3617
Residential real estate 999 999 1 1 58
Consumer 2 557 ____1MQ --- -----1m Subtotal $42440 $1 91 87 _$ __
- $20780
With an allowance recorded
Construction $24344 $1 8052 $5 136 $27023
Commercial 605 605 601 1 498
Commercial real estate non-owner occupied 7149 4953 1 373 4132
Commercial real estate owner occupied 3163 2935 5 1 6 8607
Residential real estate 4796 4796 1 665 3736
Consumer _____bill_ _____bill_ ____lJ_sectQ 2 997
Subtotal $42875 $34159 $1 1 451 $47993
Construction $38693 $20252 $5136 $29847
Commercial 2471 871 601 2121
Commercial real estate non-owner occupied 1 9277 1 5345 1 373 1 5414
Commercial real estate owner occupied 1 3704 6706 5 1 6 1 2224
Residential real estate 5795 5795 1 665 4894
Consumer 5 375 4 377 ____lJ_sectQ 4 273
Total $1U51 S6JUL1
22
Interest Income
Recognized
$ 460
69
361 2 1 9
5 1
___g $ 11 92
$ 325 1 1
72
1 1 5
1 20
$ 676
$ 785
80
433
334
1 71
-----2i $1 868
STANDARD BANCSHARES INC AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (in thousands except share data)
Note 4 - Loans (Continued)
Unpaid Allowance for Average Interest
Principal Recorded Loan Losses Recorded Income December 31 201 3 Balance Investment Allocated Investment Recognized
With no related allowance recorded Construction $ 3440 $ 2790 $ $ 6783 $ 1 5
Commercial 1 761 1 761 1 828 76
Commercial real estate non-owner occupied 9051 9051 1 0068 410
Commercial real estate owner occupied 3664 341 3 1 368 84
Residential real estate 1 284 1 284 1 254 26
Consumer 1 477 ------1Jn --- ____1dQsect_ ___2Q Subtotal $20677 $1 9426 L____ $22809 LJill
With an allowance recorded
Construction $41 71 0 $32459 $1 4662 $32 188 $ 671
Commercial 533 533 461 499 6
Commercial real estate non-owner occupied 6125 6125 1 865 1 1 128 45
Commercial real estate owner occupied 20172 1 3788 3331 1451 6 318
Residential real estate 25 1 5 251 5 1 496 2170 1 01
Consumer 2 465 2 465 Subtotal $73520 $57885 $23149 $62354 llill
Construction $45150 $35249 $14662 $38971 $ 686 Commercial 2294 2294 461 2327 82
Commercial real estate non-owner occupied 1 5176 1 5176 1 865 21 1 96 455
Commercial real estate owner occupied 23836 17201 3331 15884 402
Residential real estate 3799 3799 1 496 3424 1 27
Consumer 3 942 3592 3 361 ___sectpound Total $M1_9Z $77 311 $23 149 $ll_5_1fill $1 814
23
STANDARD BANCSHARES INC AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (in thousands except share data)
Note 4 - Loans (Continued)
Unpaid Allowance for Average Interest
Principal Recorded Loan Losses Recorded Income December 31 2012 Balance I nvestment Allocated I nvestment Recognized
With no related allowance recorded Construction $ 2712 $ 1 819 $ $ 3600 $ 346
Commercial 1 763 1 410 1 931 7
Commercial real estate non-owner occupied 1 448 1 448 2451 1 5
Commercial real estate owner occupied 2238 2238 9805 60
Residential real estate
Consumer ---1Jlllli - ---1Jm --- ---
Subtotal $1 0056 $ 741 3 L___ $1 9690
With an allowance recorded Construction $43737 $ 39645 $12359 $45048 $ 455
Commercial 270 270 271 276
Commercial real estate non-owner occupied 27925 27489 1 1 777 20670 709
Commercial real estate owner occupied 4584 4584 1 782 4252 88
Residential real estate 3824 1 622 802 3842 88
Consumer 2885 ____LlQsect ______lQg Subtotal $83225 $ 7481 6 $27300 $76986 $ 1 373
Construction $46449 $41 464 $1 2359 $48648 $ 801 Commercial 2033 1 680 271 2207 7
Commercial real estate non-owner occupied 29373 28937 1 1 777 23121 724
Commercial real estate owner occupied 6822 6822 1 782 14057 148
Residential real estate 3824 1 622 802 3842 88
Consumer 4 780 1 704 ______lQg _isectQ1 ___TI Total Sfil281 $R222_9_
Interest income recognized includes interest accrued and collected on the outstanding balances of accruing impaired loans as well as interest cash collections on non-accruing loans and impaired loans for which the ultimate collectability of principal is not certain
24
STANDARD BANCSHARES INC AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (in thousands except share data)
Note 4 - Loans (Continued)
The following is an analysis of the age of the recorded investment in past due and nonaccrual Joans
December 31 2014
Construction
Commercial Commercial real estate
non-owner occupied Commercial real estate
owner occupied Residential real estate
Consumer
Total
December 31 201 3
Construction
Commercial Commercial real estate
non-owner occupied Commercial real estate
owner occupied
Residential real estate
Consumer
Total
Credit Qu ality Indicators
30-59 days
$ 398
714
122 726
1 457
30-59 days
$
1 89
41
61
907
_____sectQl_ $2 061
90 days or more past
due and 60-89 days accruing
$ 72 $
1 53
290 533
1 1 5 944 1 5
_filsect ___fil_ S2115 $_Z1fi
90 days or more past due and
60-89 days occruing
$ 672 $
66
770
395 1 9
886 248
-11sect _____sect $2 907 $_3j_Q
Total Past Current Non-accrual Due Loans Total
$20252 $20722 $ 89621 $ 1 1 0343
871 1 738 447603 449341
7291 81 1 4 41 8929 427043
26 1 2 2849 566420 569269 6424 8109 1 1 0503 1 1 861 2
4 039 6235 90 831 97 066
$41 489_ $1 723 907 $1 V1 674
Total Past Current Non-accrual Due Loans Total
$1 7361 $18033 $ 1 22261 $ 1 40294
479 734 324164 324898
6230 7041 412734 41 9775
131 08 13583 537317 550900
551 8 7559 1 09784 1 1 7343
4 1 76 5200 1 03 464 1 08 664
$52 150 $1 609 724 $1 661 874
The Company categorized its non-homogenous Joans into risk categories based on relevant information about the ability of borrowers to service the debt such as among other factor$ current financial information historical payment experience credit documentation public information and current economic trends The Company analyzes loans individually by classifying the Joan as to credit risk This analysis is done annually on a Joan by loan basis The Company uses the following definitions for classified risk ratings
Pass Loans classified as Pass are considered to be performing Joans that have adequate cash flow andor collateral based upon our underwriting process
Special Mention Loans classified as special mention have a potential weakness that deserves managements close attention If left uncorrected these potential weaknesses may result in deterioration of the repayment prospects for the Joan or of the institutions credit position at some future date
25
STANDARD BANCSHARES INC AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (in thousands except share data)
Note 4 - Loans (Continued)
Substandard Loans designated as substandard are inadeq uately protected by the current net worth and paying capacity of the obligor or the collateral pledged if any Loans have a wellshydefined weakness or weaknesses that jeopardize the liquidation of the debt They are characterized by the distinct possibility that the Bank will sustain some loss if the deficiencies are not corrected
Performing Not Rated Loans classified as Performing Not Rated are considered to be performing loans at the time of u nderwriting but historically ones in which we do not obtain updated financial information after the loans are originated These are generally consumer loans first mortgage home loans and home equity loans
Loans not meeting the criteria above are analyzed individually as part of the above described process and are considered to be unclassified loans Based on the most recent analysis perfornied the loan risk classifications are as follows
Special Performing December 31 2014 Pass Mention Substandard Not Rated Total
Construction $ 80127 $ 7719 $ 21249 $ 1 248 $ 1 1 0343
Commercial 442867 4915 1 559 449341
Commercial real estate non-owner occupied 399762 1 8880 8401 427043
Commercial real estate owner occupied 531 31 5 27295 1 0659 569269
Residential real estate 29747 1 1 9 8250 80496 1 1 8612
Consumer 8 91 0 312 5 939 81 905 97 066
Total $1 192 728 $ 59240 $ 56 057 SJ63 649 S1 ZZJ 6H
Special Performing December31 2013 Pass Mention S ubstandard Not Rated Total
Construction $ 90330 $ 9396 $ 37394 $ 3174 $ 1 40294
Commercial 309074 1 0445 4489 890 324898
Commercial real estate non-owner occupied 400738 10570 8467 419775
Commercial real estate owner occupied 502095 1 0840 37965 550900
Residential real estate 3567pound 1 09 7881 73677 1 17 343
Consumer 9 099 -----1fill 7 828 89 826 1 08664
Total SJ 47 OJ2 M32Z1 $104 021 S167 567 $1 661 871
The Bank considers the performance of the loan portfolio and its impact on the allowance for loan losses For residential and consumer loan classes the Bank evaluates credit q uality based on the payment and aging status of the loan Payment status is reviewed on a q uarterly basis with respect to determining adequacy of the allowance for Joan losses
26
STAN DARD BANCSHARES INC AND SUBSI DIARIES
NOTES TO CONSOLI DATED FI NANCIAL STATEMENTS (in thousands except share data)
Note 4 - Loans (Continued)
Tro ubled Debt Restructurings (TOR)
Loans classified as TD Rs totaled $1 8541 as of December 31 201 4 of which $1 5665 were performing and $2876 were on non-accrual loans classified as TDRs totaled $1 8095 as of December 31 201 3 of which $1 6596 were performing and $1 499 were on non-accrual
The Bank has allocated $1 797 and $ 1 3 1 4 in specific reserves to customers whose loan terms have been modified in troubled debt restructurings as of December 31 201 4 and 201 3 The Bank has committed to lend additional amounts of $45 and $26 as of December 31 201 4 and 201 3 to customers with outstanding loans that are considered to be troubled debt restructurings These loans involved the restructuring of terms to allow customers to mitigate the risk of foreclosure or default by meeting a lower loan payment requirement based upon their current cash flow These may also include loans that renewed at existing contractual rates but below market rates for comparable credit For commercial loans these m odifications typically include a lowering of the interest rate on the loan In some cases the modification will include separating the note into two notes with the first note structured to be supported by current cash flows and collateral and the second note made for the remaining unsecured debt The second note is charged off immediately and collected only after the first note is paid in full This modification type is commonly referred to as an A-B note structure For consumer mortgage loans the restructuring typically includes a lowering of the interest rate to provide payment and cash flow relief For each restructuring a comprehensive credit underwriting analysis of the borrowers financial condition and prospects of repayment under the revised terms is performed to assess whether the structure can be successful and that cash flows will be sufficient to support the restructured debt Anmiddot analysis is also performed to determine whether U1e restructured loan should be on accrual status Generally if the loan is on accrual at the time of restructure it will remain on accrual after the restructuring In some cases a nonaccrual loan may be placed on accrual at restructuring if the loans actual payment h istory demonstrates it would have cash flowed under the restructured terms After six consecutive payments under the restructured terms a nonaccrual restructured loan is reviewed for possible upgrade to accruing status
As with other impaired loans an al lowance for loan loss is estimated for each TOR based on the most likely source of repayment for each loan For impaired loans secured by real estate that are collateral dependent the allowance is computed based on the fair value of the underlying collateral For impaired loans where repayment is expected from cash flows from business operations the allowance is computed based on a discounted cash flow computation
27
STANDARD BANCSHARES INC AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (in thousands except share data)
Note 4 - Loans (Continued)
Troub led Debt Restructurings (TOR) (Continued)
The following table presents loans by c lass modified as troubled debt restructurings that occurred during the years ended December 31 2014 and 2013
Pre- Post-modification modification
Number outstanding outstanding 2014 of loans recorded recorded
investment investment Construction 1 $ 706 $ 813 Commercial real estate owner occupied 2 483 564 Residential real estate 3 1206 1 206 Consumer 5 563 563
Total 11 $2958 $3146
2013 Commercial real estate non-owner occupied 3 $14371 $ 8 670 Commercial real estate owner occupied 3 3505 3581 Commercial 2 1758 1804 Residential real estate 1 403 403
Total 9 $20037 $1 4458
The troubled debt restructurings modified in 2014 and 2013 described above increased the allowance for credft losses by $784 and $317 and did not result in any post-modification charge offs during the years ended December 31 2014 and 2013 respectively
28
STAN DARD BANCSHARES I NC AND SUBSIDIARI ES
NOTES TO CONSOLI DATED FI NANCIAL STATEMENTS (in thousands except share data)
Note 4 - Loans (Continued)
Tro uble d Debt R estructurings TOR ) (Continued)
The following table presents troubled debt restructurings by class and type of modification that occurred during the years ended December 31 2014 and 2013
AB Note Rate Restructure Reduction
2014 Construction $ $ -
Commercial real estate owner occupied 48
Residential Real Estate Consumer 218
Total $ $266
AIB Note Rate Restructure Reduction
2013 Commercial real estate non-
owner occupied $13901 $ 470 Commercial real estate
owner occupied 3073 Commercial 1758 Residential Real Estate 403
Total $13901 $5704
29
Rate Reduction
To Pay amp Advance Taxes of Funds
$ $ 706
435
$435 $ 706
Rate Reduction
To Pay amp Advance Taxes of Funds
$ $
432
$432 $
I nterest Only
Period
$
1206 345
$1551
I nterest Only
Period
$
$
Total
$706
483 1206
563 $2958
Total
$14371
3505 1758
403 $20037
STANDARD BANCSHARES I NC AND SUBSI DIARIES
NOTES TO CONSOLI DATED FINANCIAL STATEMENTS (in thousands except share data)
Note 4 - Loans (Continued)
Troubled Deb t Restru cturings (TOR) (Continued)
The following table presents loans by class modified as troubled debt restructurings for which there was a payment default within twelve months fol lowing the modification during the year ended December 3 1 2014 There were no payment defaults within twelve months following the modification during the year ended December 31 201 3
2014 Commercial
N umber of loans
1
Recorded Investment
$1 600
The troubled debt restructurings that subsequently defaulted in 2014 described above increased the allowance for credit losses by $233 during the year ended December 31 2014 In 2013 there were no troubled debt restructurings for which there was a payment default within twelve months following the modification The troubled debt restructurings resulted in $1600 of charge offs during the year ended December 31 201 4 The troubled debt restructurings did not result in any charge offs during the year ended 2013
Note 5 - Mortgage Servicing Rights
Following is a summary of the activity for mortgage servicing rights
Beginning balance Costs capitalized Accumulated amortization
Ending balance
2014 $ 2726
544 (835)
$ 2 435
2013 $ 2169
1 339 (782)
$ 2 726
2012 $ 1525
1434 (790)
$ 2 169
The aggregate fair value of mortgage servicing rights is based on fundamental analysis and the present value of expected future cash inflows In estimating fair value assumptions have been made regarding prepayment default and interest rates Mortgage servicing rights do not trade in an active market with readily observable prices The Company uses an independent third party to determine the fair value of mortgage servicing rights by estimating the fair value of the future cash flows associated with the mortgage loans being serviced Key economic assumptions used in measuring the fair value of mortgage servicing rights include but are not limited to prepayment speeds discount rates delinquencies and costs to service
A fair market estimate was completed by an independent third party in November 201 4 to determine the amount at which the asset could be exchanged in a current transaction between willing parties other than in a forced liquidation or sale Fair value was estimated based in part on the discounted future cash flows estimated to be received The evaluation used a discount rate for each pool of loan servicing rights which is intended to represent the estimated market yield and estimated cash flow for each pool of servicing rights by utilizing an assumed prepayment speed based on the characteristics of each pool No assurance can be given that the actual prepayments will conform to the prepayment speeds assumed The calculated fair value was compared to market values where possible to ascertain the reasonableness of the valuation in relation to the current market expectations
Mortgage servicing rights outstanding Estimated fair value as a percentage of loans serviced Principal value of loans serviced Estimated fair value of servicing rights outstanding
30
201 4 $ 2435
083 $394217 $ 3272
201 3 $ 2726
083 $382221 $ 3 1 72
STANDARD BANCSHARES INC AND SUBSIDIARIES
NOTES TO CONSOLI DATED FINANCIAL STATEMENTS (in thousands except share data)
Note 6 - Premises and Equipment
Major classifications of these assets are summarized as follows
Land Bank premises Furniture and equipment
Accumulated depreciation Premises and equipment - net
2014 $ 21 699
58 179 31 388
1 1 1 266 (50352)
$ 609 14
201 3 $ 2361 0
69 1 33 44467
1 3721 0 (71 428)
$ 65782
Depreciation expense amounted to $3479 $3668 and $3949 in 2014 201 3 and 2012 respectively_
The Company sold land buildings and vehicles for total proceeds of $1 824 $2 and $1 8 resulting in gross gains on sales of $49 1 $1 and $ 1 8 in the years ending December 3 1 2014 201 3 and 201 2 respectively
In December 2014 the Company signed a definitive agreement to enter into a sale-leaseback of land and buildings for two of its locations The Company designated $ 1 462 of premises as held for sale No write-down was taken at the time of transfer as the assets were anticipated to be sold at a gain In February 2015 the Company closed on a transaction a portion of the gain on sale was recognized in non-interest income The remaining gain was deferred and will be amortized into non-interest income over the lease term
Note 7 - Other Real Estate Owned
Activity in other real estate owned is summarized as followsmiddot
Beginning balance Acquired through or in lieu of foreclosure Proceeds from sales Gain (loss) on sales Write down on other real estate owned
Ending Balance
2014 $ 1 2 930
6 035 (2004)
426 ( 1 1 54)
$1 6233
2013 $1 6896
3 912 (51 35)
170 (2913)
$1 2930
201 2 $ 1 1 496
1 2 1 08 (4096)
(1 36) (2476)
$ 1 6 896
Operating expenses associated with other real estate owned net of write-downs on other real estate owned were $498 $1 96 and $976 in 2014 201 3 and 201 2 respectively
Note 8 - Intangibles
Core deposits Accumulated amortization Core deposits net
2014 2013
$ 8946 (7798)
$ 1 148
$ 8946 (7 1 05)
$ 1 841
Amortization expense amounted to $693 $789 and $885 in 2014 2013 and 20 12 respectively Core deposit intangibles are amortized over an estimated life of fifteen years
middot----- l n-201-2-the-Gompany-reGorded-a-ful l-write-down-of-$239g7-of-goodwill-as-it-was-determined-t0-be--shy
impaired_
3 1
STAN DARD BANCSHARES INC AND SUBSI DIARIES
NOTES TO CONSOLI DATED FI NANCIAL STATEMENTS (in thousands except share data)
Note 9 - Bank Owned Life Insurance
The Bank acquired life insurance policies through prior bank acquisitions and by direct purchase At December 3 1 2014 and 2013 the cash surrender value of these policies was $48470 and $47033 respectively No additional l ife insurance was purchased during 2014 or 2013
Note 10 - Deposits
Deposits at December 3 1 2014 and 2013 by major category are as follows
Demand deposits Non-interest-bearing Interest-bearing
Total demand deposits Savings deposits Time deposits Brokered deposits
Total deposits
2014
$ 612646 492 799
1 1 05445 374142 405857 1 08 1 28
$1 993 572
201 3
$ 536325 525 145
1 061 470 36341 8 427815
66 402
$1 91 9 1 05
The aggregate amount of deposits reclassified as loans (overdrafts) amounted to $2548 and $2781 at December 3 1 2014 and 201 3 respectively
Time deposits that met or exceed the FDIC insurance limit of $250 at year-end 201 4 and 2013 were $1 1 0 1 77 and $92681 respectively
At December 3 1 2014 scheduled maturities of certificates of deposit including brokered deposits are as follows
201 5 2016 2017 201 8 201 9 2020 and thereafter
$408455 65585 1 9838
9830 1 0277
$513 985
Deposits from related parties totaled $33614 and $32595 at December 31 2014 and 201 3 respectively
32
STANDARD BANCSHARES INC AND SU BSI DIARIES
NOTES TO CONSOLI DATED FINANCIAL STATEMENTS (in thousands except share data)
Note 1 1 - Advances from Federal Home Loan Bank
There were no outstanding advances with the Federal Home Loan Bank at December 3 1 201 3 The indebtedness to the Federal Home Loan Bank at December 3 1 2014 was $1 5000 consisting of the following fixed rate advances
Due Date
June 27 201 6 June 27 201 6
Total advances
I nterest Rate
057 057
2014
$1 3000 2 000
$1 5 000
Al l advances and letters of credit from the Federal Home Loan Bank (FHLB) were secured by a g eneral lien on qualifying commercial real estate residential mortgages and home equity loans of the Bank Each advance is payable at its maturity date with a prepayment penalty for fixed rate advances Letters of credit outstanding from the FHLB totaled $3872 and $41 946 at year-end 2014 and 201 3 respectively The advances and letters of credit were collateralized by $679990 of commercial real estate and mortgage loans in 2014 and $203845 of mortgage loans under a blanket lien arrangement at year-end 2013 Based on this collateral and the Companys holdings of FHLB stock the Company was eligible to borrow up to a total of $26951 3 at year-end 2014
Note 1 2 - Other I ncome
Other income consists of the following
Gain (loss) on sale of other real estate owned Gain on sale of premises and equipment Debit cardATM fees Trust feesBrokerage Fees Loan fees and commissions Cash management Bank Owned Life Insurance income Miscellaneous income
Total other income
33
2014
$ 426 491
28 1 8 2533
658 2641 1 437
921
lll 1 925
201 3 201 2
$ 1 70 $ ( 1 36) 1 1 8
2935 2829 2364 1 927
680 932 2286 2020 1 437 1 469 1 267 886
ll1 1 1 40 ll 9 945
STANDARD BANCSHARES INC AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (in thousands except share data)
Note 1 3 - Employee Benefit Plans
Profit Sharing
The Companys bank subsidiary maintains a defined contribution 401 (k) Plan Under terms of the Plan employees meeting age and service requirements may elect to have their compensation reduced and have that amount contributed to the Plan as a salary deferral contribution The Bank at its discretion may make a matching contribution to the Plan equal to a u niform percentage of the salary deferral contributions Apart from any matching contribution the Bank may also make a separate discretionary contribution to the Plan The final liability for matching contributions if any is determined after yearshyend requiring the Bank to estimate its discretionary contribution expense at year end Contribution expense recorded by the Bank amounted to approximately $ 1 1 79 $1 254 and $ 1 685 for 2014 201 3 and 201 2 respectively
Non-Qualified Plan
The Bank maintains a non-qualified deferred compensation plan for a select group of management and employees as determined by the Board of Directors Annual awards if any are based o n preshyestablished performance criteria which are communicated to eligible employees Benefits under the Plan vest after a five year period The liability under the Plan was $403 and $503 as of December 3 1 2014 and 201 3 respectively There was n o expense recorded in 2014 2013 o r 2012
Non qualified Sto ck Option Plan
Pursuant to the Capital Raise Investment Agreements on February 1 2 20 1 3 the Board of Directors of the Company adopted the Standard Bancshares Inc Stock Option Incentive Plan to be effective immediately after the Closing of the capital raise (please refer to Note 21 ) Pursuant to the Stock Option Incentive Plan the Compensation Committee of the Board of Directors of the Company is authorized to grant Incentive Stock Option awards Nonqualified Stock Option awards or a combination thereof to certain officers directors consultants or employees of the Company or any of its Subsidiaries or Affiliates aggregating up to 5402524 shares of the Companys common stock
The option price per share of stock purchasable under a stock option shall not be less than 1 00 of the fair market value of the common stock on the day of the grant Stock option vesting is based o n two components 1 ) a time vested option that vests over four years one fourth on each of the first four anniversaries from the option grant date and 2) a performance vested option that vests if there is an exit event resulting in the investor actually realizing an internal rate of return (RR) greater than or equal to 1 2 based on their original investment of $465 per share on February 22 201 3 Vesting is subject to acceleration in certain circumstances The options will expire if not exercised within 1 0 years of the
middot
date of grant and under certain other (employment) circumstances
The fair value of options granted was estimated on the date of grant using the Black Scholes optionsshypricing model using the assumptions noted in the table and commentary below The risk free rate of return is based on the constant maturity yield of a US Treasury note with a fixed rate term of 1 0 years at date of grant The volatility rate is derived from historical index values of publicly-traded commercial banks with assets between $1 and $5 billion Index values of comparably sized companies were used as a proxy because the Companys common stock is not exchange-listed and there is not an active trading market for the common stock The dividend yield assumption is based o n the Companys expected dividend payouts
34
STANDARD BANCSHARES INC AND SUBSIDIARI ES
NOTES TO CONSOLIDATED FI NANCIAL STATEMENTS (in thousands except share data)
Note 1 3 - Employee Benefit Plans (Continued)
Risk free rate of return
2014 20 1 3
275 1 97 Time remaining until expiration of the options Volatility rate
1 O years 1 0 years 1 392 1 587
Dividend yield 000 000
A summary of the activity in the non-qualified stock option plan for 2014 follows Weighted Average
Weighted Remaining Average Contractual
Number of Exercise Term Time Vested Stock Options Shares Price (in years)
2014 Outstanding at beginning of year 1 46651 5 $ 465 915
Granted 1 1 701 95 515 916 Exercised
Expired
Forfeited (23545) 494 870
Outstanding at end of year 2613 165 $ 487 860
Exercisable at end of year 366629 $ 465 815
2013 Outstanding at beginning of year $ Granted 1 466515 465 9 15 Exercised
Expired
Forfeited
Outstanding at end of year 1 465515 $ 465 9 15
Exercisable a t end o f year $
Aggregate Intrinsic Value
$ 1 1 1 8
$ 238
$ 733
$
The weighted average fair value of time vested options granted during 201 4 and 201 3 was $1 21 and $1 3 2 per option respectively
35
STANDARD BANCSHARES INC AND SUBSIDIARI ES
NOTES TO CONSOLIDATED FI NANCIAL STATEMENTS (in thousands except share data)
Note 1 3 - Employee Benefit Plans (Continued)
Performance Vested Stock Options 2014 Outstanding at beginning of year
Granted
Exercised
Expired
Forfeited
Outstanding at end of year
Exercisable at end of year
2013 Outstanding at beginning of year
Granted
Exercised
Expired
Forfeited
Outstanding at end of year
Exercisable at end of year
1 466515
1 170195
(26909)
2609801
1 465515
1 465515
$ 465
515
490
$ 487
$
$ 465
$ 465
$
91 5
91 6
864
860
g_1 5
91 5
$ 1 1 1 8
$
$ 733
$
The weighted average fair value of performance vested options granted during 201 4 and 201 3 was $040 for each year
Time Ve ste d O ption s
The Company recognized $782 and $44 I of stock-based compensation expense related to the granting of time vested stock options for the years ended December 20 14 and 2013 respectively There were no time vested options granted in 2012
As of December 3 1 201 4 there was $2 1 30 of total unrecognized compensation cost related to nonshyvestediime vested options granted underthe Plan The unrecognized cost is expected to be recognized over a weighted-average period of 26 years
Performan ce Veste d O ption s
The value of the performance vested options is a function of 1 ) the likelihood of a n Exit Event and 2) the likelihood of that Exit Event achieving the 1 2 IRR threshold These weighted average probabilities are then m ultiplied by the full value of a time vested option to derive the value of the performance options
The valuation methodology for the performance vested options involved ihree separate analysis
I Sale of control analysis 2 Initial public offering analysis 3 Remain private analysis
There was no expense recorded in 201 4 and 201 3 related to the performance vested options
There were no performance vested options granted in 201 2
36
STANDARD BANCSHARES INC AND SUBSIDIARI ES
N OTES TO CONSOLI DATED FI NANCIAL STATEMENTS (in thousands except share data)
Note 1 3 - Employee Benefit Plans (Continued)
As of December 3 1 2014 there was $1 059 of total unrecognized compensation cost related to nonshyvested performance vested options granted under the Plan The cost is expected to be recognized when it is determined that it is probable that a qualifying Exit Event will occur
Note 1 4 - Commitments
Operating Leases
The Bank leases property at various branch locations unde r terms that are considered to be an operating lease The leases expire in various years through 2020 Office rent expense was $728 $875 and $919 for 2014 2013 and 2012 respectively
Other Co mmitments
The Bank has a contract with a computer seNice company that expires in 201 6 Data processing expense was $2729 $2746 and $2424 for 201 4 201 3 and 2012 respectively
Annual future minimum payments for these agreements are as follows
Note 1 5 - Income Taxes
Year ending December 31 201 5 201 6 2017 20 1 8 201 9 2020 and thereafter
$3037 2884
394 203 1 26
1 6 $6 660
The components of the provision (benefit) for income taxes are as follows
Current Deferred Total Tax Expense (Benefit)
2014 $ 3494
7 1 62 $ 1 0656
201 3 $ 2373
3425 $ 5798
2012 $ 1 306
(6928) $ (5622)
The effective tax rate differs from the federal statutory rate primarily due to the following
Tax at statutory federal income tax rate Tax exempt interest income State income taxes net of federal benefit BOLi income Meals and entertainment Non-deductible expenses Goodwill impairment
201 4
$8483 (133) 1 5 1 6 (486)
77 76
Stock settled rights expense 639
201 3 $ 4750
(82) 766
(486) 84
1 02
2012 $(1 2371 )
(1 08) (866) (500)
79 80
8 1 55
O th enet--=====48=====664=--====(-l --
$1 0656 $ 5798 $ (5622)
37
STANDARD BANCSHARES INC AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (in thousands except share data)
Note 1 5 - Income Taxes (Continued)
The net deferred tax asset included at December 31 2014 and 2013 consists of the following
2014 201 3 Gross deferred tax assets
Allowance for loan losses $19212 $23305 Other real estate owned 2866 49 1 6 Non-accrual loan interest 4064 3 991 State net operating loss 1 835 2358 Accrued compensation 1 938 1 471 Depreciation 1 387 1 412 FNMA amp FHLMC preferred stock 1 270 1 270 Other assets 271 434
Total gross deferred tax assets $32843 $39 157
Gross deferred tax liabilities Purchase accounting adjustments $ 1 069 $ 1 282 Mortgage servicing rights 946 1 060 Unrealized gainloss on AFS securities 1 1 9 692 Other liabilities 1 306 1 31
Total gross deferred tax liabilities $ 3440 $ 3 165
Net deferred tax asset $29403 $35992
At December 31 2014 the Company has $33929 of Illinois net operating loss carryforwards expiring in 2025 and $2330 Indiana net operating Joss expiring in 2025 and 2026 which will be available to reduce future taxable income
The Company does not expect the total amount of unrecognized tax benefrts to significantly change in the next twelve months The Company recognized no interest andor penalties related to tax matters in tax expense
The Company and its subsidiaries are subject to US federal income tax as well as income tax of the state of Illinois and Indiana The Company is no longer subject to examination by taxing authorities for years before 201 0
3 8
STAN DARD BANCSHARES INC AND SUBSIDIARIES
NOTES TO CONSOLI DATED FI NANCIAL STATEMENTS (in thousands except share data)
Note 1 6 - Contingent Liabilities and Commitments
The Company does not reflect in its financial statements various commitments and contingent liabilities which arise in the normal course of business and which involve elements of credit risk interest rate risk and liquidity risk These commitments and contingent liabilities are commitments to extend credit commercial letters of credit and standby letters of credit A summary of the Banks commitments and contingent liabilities at December 31 is as follows
Commitments to extend credit under Unused commercial and other lines of credit Unused equity lines of credit Standby letters of credit
2014 201 3
$262907 46 125 42041
$234893 52905 40284
Commitments to extend credit commercial letters of credit and standby letters of credit a l l include exposure to some credit loss in the event of nonperformance of the customer The Banks credit policies and procedures for credit commitments and financial guarantees are the same as those for extension of credit that are recorded on the consolidated balance sheet Because these instruments have fixed maturity dates and because many of them expire without being drawn upon they do not generally present any significant liquidity risk to the Bank The Bank has not incurred any significant losses on its commitments in either 2014 201 3 or 2012
The Bank is party to litigation and claims arising in the normal course of business Management after consultation with legal counsel believes that the liabilities if any arising from such litigation and claims will not be material to the Companys consolidated financial position
Note 1 7 - Derivatives
D erivative contracts entered into by the Company are limited to those that are treated as non-designated derivative instruments The Company provides customers with interest rate swap transactions and offsets the transactions with interest rate swap transactions with inter-bank dealer counterparties as a means of offering risk management solutions to customers As ofDecember 3 1 2014 there were $6006 outstanding in notional values of swaps where the Company pays a variable rate of interest and the customer pays a fixed rate of interest This position is offset with counterparty contracts where the Company pays a fixed rate of interest and receives a floating rate of interest The estimated fair value of interest rate swaps was recorded as an asset of $207 and as a liability of $214 as of December 31 2014 Swaps with customers and inter-bank dealer counterparties are carried at fair value with adjustments recorded in other income The net effect of fai r value adjustments running through the income statement was immaterial during the year ended December 31 2014 There were no interest rate swap derivatives as of December 3 1 2013
3 9
STANDARD BANCSHARES I NC AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (in thousands except share data)
Note 1 8 - Financial I nstruments Fair Value Disclosure
The fair value measurement accounting Hterature establishes a fair value hierarchy which requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value The standard describes three levels of inputs that may be used to measure fair value
1 Level 1 - Unadjusted quoted mariltet prices in active markets that are accessible at the measurement date for identical unrestricted assets
2 Level 2 - Significant other observable inputs other than Level 1 prices such as quoted market prices for similar assets and liabilities quoted prices in markets that are not active or other inputs that a re observable or can be corroborated by observable market data
3 Level 3 - Signlficant unobservable inputs that reflect a reporting entitys own assumptions about the assumptions that mariltet participants would use in pricing an asset o r liability
A financial instruments level within the fair value hierarchy is based on the lowest level of input that is significant to the fair value measurement
Fair values of assets measured on a recurring basis at December 3 1 2014 and 2013 are as follows
De ce mbe r31 2014 Financial Assets
Securities available-for-sale US government sponsored entities and agencies Mortgage-backed securities - residential Equity securities
Total securities available-for-sale
Derivatives
Financial Liabilities
Derivatives
De ce mbe r 31 2013 Financial Assets Securities available-for-sale
US government sponsored entities and agencies Mortgage-backed secu rities - residential Equity securities
Total securities available-for-sale
Fair Value
$1 46307 3668 4 41 9
$1 54 394
$ 207
$ 214
$ 1 24431 1 2203
2 954 $ 1 39 588
Fair Value Measurements Usin1 Quoted Significant P rices Other
in Active Observable Markets Inputs (Level 1 ) (Level 2)
$
392 $ 392
$ -
$ -
$
$1 46307 3668 4 027
$1 54 002
$ 207
$ 2 1 4
$ 1 24431 12203 1 984
$1 38 61 8
Significant Unobservable
Inputs (Level 3)
$
$
$
$
$
$
As of December 31 2014 and 2013 there were no transfers between levels
40
STANDARD BANCSHARES I NC AND SUBSI DIARIES
NOTES TO CONSOLI DATED FI NANCIAL STATEMENTS (in thousands except share data)
Note 1 8 - Financial I nstruments Fair Value Disclosure (Continued)
The fair values of marketable equity securities available-for-sale are generally determined by quoted market prices in active markets for each specific security (Level 1 measurement inputs) If Level 1 measurement inputs are not available for a marketable equity security the fair value is determined by the quoted market price of a similar security traded in an active market (Level 2 measurement inputs)
The fair values of debt securities available-for-sale are generally determined by matrix pricing which is a mathematical technique widely used in the industry to value debt securities without relying exclusively on quoted market prices for the specific securities b ut rather by relying on the securities relationship to other benchmark quoted securities (Level 2 measurement inputs)
Derivative s
The fair value of derivatives are based o n valuation models using observable market data a s of the measurement date (Level 2) Our derivatives are traded in an over-the-counter market where quoted market prices are not always available Therefore the fair values of derivatives are detenmined using quantitative models that utilized multiple market inputs The inputs will vary based on type of derivative but could include interest rates prices and indices to generate continuous yield or pricing curves prepayment rates and volatility factors to value the position The majority of market inputs are actively quoted and can be validated through external sources including brokers market transactions and thirdshyparty pricing services
Fair values of assets measured on a nonrecurring basis are as follows
Oe ce mbe r31 2014 Other real estate owned net Impaired loans Loans held for sale Mortgage servicing rights
De ce mbe r 31 2013 Other real estate owned net Impaired loans Loans held for sale Mortgage servicing rights
Fair Value
$ 1 6233 41 895
8274 2435
$12 930 54 1 62
5408 2726
Fair Value Measurements Using Quoted Significant Prices Other
in Active Observable Markets Inputs (Level 1 ) (Level 2)
$ $
8274
$ - $
5408
Significant Unobservable
Inputs (Level 3)
$ 1 6233 41 895
2435
$1 2930 541 62
2726
Other real estate owned are initially recorded at fair value less costs to sell when acquired and are subsequently measured at the lower of cost or fair value less estimated costs to sell Fair values are based on third party appraisals of the property or internal valuations on smaller properties using comparable market data and various external resources resulting in a level 3 classification When the carrying value exceeds the fair value less costs to sell an impairment loss is recognized
The fair value of impaired loans secured by real estate with specific allocations of the allowance for loan --------- 1osses-is-generally-based-on--recent-real-estate-appraisals-or-internal-valuations-on-smaller-prnperties--shy
using comparable market data and various external resources These appraisals may utilize a single
41
STANDARD BANCSHARES INC AND SUBSI DIARIES
NOTES TO CONSOLI DATED FI NANCIAL STATEMENTS (in thousands except share data)
Note 1 8 - Financial Instruments Fair Value Disclosure (Continued)
valuation approach or a combination of approaches including comparable sales and the income approach resulting in a level 3 classification
Loans held for sale are carried at the lower of cost or fair value which is evaluated on a pool-level basis The fair value of loans held for sale is determined using quoted prices for similar assets adjusted for specific attributes of that loan or other observable market data such as outstanding commitments from third party investors resulting in a level 2 classification
The Company records its mortgage servicing rights at fair value and includes them in other assets in the Consolidated Balance Sheets Mortgage servicing rights do not trade in an active market with readily observable prices Fair value is based on market process for comparable mortgage servicing contracts when available or alternatively is based on a valuation model that calculates the present value of estimated future net servicing income Key economic assumptions used in measuring fair value of mortgage servicing rights at December 31 2014 included prepayment speeds maturities and discount rates While market based data is used to determine the assumptions the Company incorporates its own estimates of the assumptions market participants would use in determining the fair value of mortgage servicing rights which results in a level 3 classification
De cembe r 31 2014 Assets Cash and cash equivalents Securities held-to-maturity Securities available-for-sale Loans - net Loans held for sale Federal Home Loan Bank stock at cost Accrued interest receivable Derivatives
Liabilities
Deposits Federal Home Loan Bank advances Accrued interest payable Derivatives
De ce mbe r 31 2013 Assets
Cash and cash equivalents Securities held-to-maturity Securities available-for-sale Loans - net Loans held for sale Federal Home Loan Bank stock at cost Accrued interest receivable
Liabi lities Deposits Accrued interest payable
42
Carrying Value
$ 1 99476 3888
1 54394 1 744331
8274 3247 59 1 9
207
$ 1 993572 1 5000
265 214
$ 234 1 83 1 762
1 39588 1 61 9995
5408 3 143 5 576
$1 91 9 1 05 286
Fair Value
$ 1 99476 3 564
1 54394 1 798279
8274 3247 591 9
207
$1 992796 1 4984
265 214
$ 234 1 83 1 41 5
1 39588 1 679668
5408 3 143 5576
$ 1 920335 286
STANDARD BANCSHARES I NC AND SUBSI DIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (in thousands except share data)
Note 1 8 - Financial I nstruments Fair Value Disclosure (Continued)
In estimating the fair value of certain assets and liabilities not previously presented the following assumptions were made
Cash and Cash Equivalents
The carrying amounts of cash and equivalents reported in the balance sheet approximate fair value
Securities
Estimated fair values of securities are based on one of three models 1 ) quoted market prices where available 2) quoted market prices for similar instruments if quoted market p rices are not available 3) unobservable data that represents the Banks assumptions about items that market participants would consider in determining the fair value where no market data is available
L oans
Fair values of loans excluding loans held for sale are estimated as follows For variable rate loans that re-price frequently and with no significant change in credit risk fair values are based on carrying values Fair values for other loans are estimated using discounted cash flow analyses using interest rates currently being offered for loans with similar terms to borrowers of similar credit quality to calculate the present value of future contractual principal and interest cash flows and discounting them back to the present using a discount rate Impaired loans are valued at the lower of cost or fair value as described previously The methods utilized to estimate the fair value of loans do not necessarily represent an exit price
The fair value of loans held for sale is estimated based upon binding contracts and quotes from third party investors
Federal Home Loan Bank (FHLB) Stock
The carrying amounts reported in the balance sheet approximate fair value
Accrued Interest Receivable I Payable
The carrying amounts reported in the balance sheet approximate fair value
Deposits
The fair values disclosed for demand deposits (eg interest and non-interest checking passbook savings and certain types of money market accounts) are by definition equal to the amount payable on demand at the reporting date (ie their carrying amount) The carrying amounts of variable rate fixed-term money market accounts and certificates of deposit approximate their fair values at the reporting Fair values for fixed rate certificates of deposit are estimated using a discounted cash flows calculation that applies interest rates currently being offered on certificates to a schedule of aggregated expected monthly maturities on time deposits
Federal Home Loan Bank Advances
The fair value of Federal Home Loan Bank advances is estimated using discounted cash flow analyses --------based-on-the-currentborrowing-rate-of-similartypes-of-advances
43
STANDARD BANCSHARES I NC AND SUBSIDIARI ES
NOTES TO CONSOLI DATED FINANCIAL STATEMENTS (in thousands except share data)
Note 1 8 - Financial I nstruments Fair Value Disclosure (Continued)
Off-balance sh eet in strum ents
Fair asset andor liability value of off-balance sheet financial instruments as described in Note 1 6 may be estimated by applying fees currently charged for comparable commitments Based upon the qual ity of these commitments and their demand in the financial market it has been assumed that there is no material difference in the estimated fair value
Note 1 9 - TARP Capital Purchase Program
On April 24 2009 the Company entered into a Letter Agreement with the United States Department of Treasury (the Treasury) pursuant to which the Company sold to the Treasury 6000 shares of the Companys Fixed Rate Cumulative Perpetual P referred Stock Series A for $60 million and a warrant to acquire $3 million of Fixed Rate Cumulative Perpetual P referred Stock Series B for a nominal exercise price Immediately upon consummation of the closing the Treasury exercised the warrant and acquired the Series B Preferred Stock The Preferred Stock Series A qualified as Tier 1 capital and paid cumulative dividends q uarterly at a rate of 5 per annum The P referred Stock Series B qualified as Tier 1 capital and paid cumulative dividends quarterly at a rate of 9 per annum The difference between the initial carrying value that was allocated to the Series B Preferred Stock and its redemption value of $3 million will be charged to retained earnings (with a corresponding increase in the carrying value of the Series B Preferred Stock) over the first five years of the contract as an adjustment to the dividend yield using the level yield method During 201 1 the Company elected to suspend dividend payments For the year ended December 31 2012 total dividends of $3462 had been declared but not paid On February 22 201 3 1 3548387 of common shares were issued to the US Treasury in exchange for the $60 million and $3 million of Fixed Rate Cumulative Preferred Stock Series A and Series B respectively The Treasury subsequently sold those shares to institutional investors at $465 per share In addition the Company paid $6 million of dividends to the Treasury which included 1 00 of past due dividends and dividends due through February 22 2013
Note 20 - Regulatory Matters
The Companys primary source of cash is dividends received from its subsidiary bank The subsidiary bank is subject to certain restrictions on the amount of dividends that it may declare without prior regulatory approva L In addition the dividends declared cannot be in excess of the amount which would cause the subsidiary bank to fall below the minimum required for capital adequacy purposes
Banks and bank holding companies are subject to regulatory capital requirements administered by federal banking agencies Capital adequacy guidelines and additionally for banks prompt corrective action regulations involve quantitative measures of assets liabilities and certain off-balance-sheet items calculated under reg ulatory accounting practices Capital amounts and classifications are also subject to qualitative judgments by regulators Failure to meet capital requirements can initiate regulatory action Management believes as of December 3 1 2014 the Company and Bank meet al l capital adequacy requirements to which they are subject
Prompt corrective action regulations provide five classifications well capitalized adequately capitalized undercapitalized significantly u ndercapitalized and critically undercapitaized although these terms are not used to represent overall financial condition If adequately capitalized regu latory approval is required to accept brokered deposits If undercapitalized capital distributions are limited as is asset growth and expansion and capital restoration p lans are required At year-end 201 4 and 2013 the most recent reg ulatory notifications categorized the Bank as well capitalized under the regulatory framework for prompt corrective action There are no conditions or events since that notification that management believes have changed the institutions category
44
STAN DARD BANCSHARES I NC AND SUBSI DIARI ES
NOTES TO CONSOLIDATED FI NANCIAL STATEMENTS (in thousands except share data)
Note 20 - Regulatory Matters (Continued)
The Banks actual and required capital amounts and ratios are as follows
To Be Well Capitalized U nder
For Capital Prompt Corrective Actual Adeguac[ Puqoses Action Provisions
Amount Ratio Amount Ratio Amount Ratio As of December 31 2014 Total Capital
(to risk-based assets) Company $271 785 143 $ 152226 80 NA NA Bank 269993 1 42 1 52229 80 $1 90286 1 00
Tier I Capital (to risk-based assets) Company 247887 1 30 76 1 1 3 40 NA NA Bank 246093 129 761 14 40 1 14 171 60
Tier I Capital (to average assets) Company 247887 1 08 92 1 26 240 NA NA Bank 246 093 1 07 92 1 09 240 1 1 5 1 36 2 5 0
As of December 31 2013 Total Capital
(to risk-based assets) Company $246213 1 38 $142344 280 NA NA Bank 244607 1 38 1 42 170 280 $ 1 77713 2100
Tier I Capital (to risk-based assets) Company 223444 126 71 1 72 240 NA NIA Bank 221 838 1 25 71 085 240 1 06628 2 60
Tier I Capital (to average assets) Company 223444 1 03 86430 240 NIA NA Bank 221 838 1 03 86450 240 1 08 063 2 50
45
STANDARD BANCSHARES INC AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (in thousands except share data)
Note 21 - Capital Management
The overall objectives of the Companys capital management are to have the availability of sufficient capital to support loan deposit and other asset and liability g rowth and to maintain capital to absorb unforeseen losses or write-downs that are inherent in the business risk associated within the banking industry The Company seeks to balance the need for higher capital levels to address growth and unforeseen risks and the goal to achieve an adequate return on capital invested
In July 201 3 the federal banking agencies issued a final rule revising the regulatory capital rules applicable to most national banks and federal savings associations as well as their holding companies generally beginning on January 1 201 5 The rule implements the Basel Committees December 201 O framework known as Basel I l l for strengthening the international capital standards as wel l as certain p rovisions of the Dodd-Frank Act The final ru le implements a revised definition of regu latory capita l a new common equity Tier 1 minimum capital requirement of 450 and a higher minimum Tier 1 capital requirement of 600 (which is an increase from 400) Under the final rule the total capital ratio remains at 800 and the minimum leverage ratio is 400
Additionally under the final rule in order to avoid l imitations on capital distributions including dividend payments and certain discretionary bonus payments to executive officers a banking organization must hold a 25 capital conservation buffer composed of common equity Tier 1 capital above its minimum risk-based capital requirements The b uffer is measured relative to risk-weighted assets The final rule also enhances risk sensitivity and addresses weaknesses identified by the regulators over recent years with the measure of risk-weighted assets
The new minimum capital requirements will b e effective for the Company on January 1 201 5 whereas the capital conservation buffer and the deductions from common equity Tier 1 capital phase in over time beginning on January 1 201 6
Capital Raise
On February 22 201 3 Standard Bancshares Inc completed its recapitalization by issuing 29864795 shares of common stock at $465 per share for gross proceeds of $ 1 389 million 1 3 548387 of the common shares were issued to the US Treasury (the Treasury) in exchange for the $63 million of Fixed Rate Cumulative Preferred Shares Series A and B The Treasury subsequently sold those shares to I nstitutional Investors at $465 per share An additional 16 316408 of common shares were issued to Institutional Investors and private investors Of the aggregate 29864795 common shares issued 1 9430750 are voting shares and 1 0434045 are mm-voting shares
In conjunction with the recapitalization the Articles of Incorporation of the Company were amended to authorize 20000000 shares of preferred stock at $001 par value No preferred stock has been issued as of December 31 2014
Sto ck Settled Rights (SSRs)
On February 22 201 3 in connection with the recapitalization of the Company the Board of Directors distributed as a dividend in kind 7293407 Stock Settled Rights (SSRs) to the holders of the Common Stock as of the Record Date (November 5 2012) The number of SSRs issued is equal to the product of (i) 03888 and (ii) 18757921 the number Common Shares outstanding as of the Record Date The estimated fair value of the SSRs completed by an independent third party as of September 30 2014 and February 22 201 3 was determined to be approximately $026 per SSR or $1 880 and approximately $021 per SSR or $1 532 respectively Expense recorded related to the SSRs was $1 880 in 2014 No expense was recorded in 201 3
46
STANDARD BANCSHARES INC AND SUBSI DIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (in thousands except share data)
Note 21 - Capital Management (Continued)
Stock Settled Rights (SSRs) (Continued)
The SSRs are structured as common stock dividends to be paid to certain common shareholders of the Company under specific conditions The amount of common stock to be distributed is determined by a formula that considers among other things the value of the outstanding common stock at the Settlement Date Settlement Date is defined as the earlier of (i) the date a liquidity event (an I POrecapitalization or a sale of control) occurs during the term of the SSRs and (ii) the SSR Expiration Date (February 22 201 8) The SSRs will be exercised based on the value of the common shares at that time subject to the Settlement Rate formula
The Accretion Rate is a component of the Settlement Rate It is either an middotannual rate of 80 or 120 with the value determined by the cum ulative economic losses that occur in the loan portfolio from June 30 201 1 to the time the SSRs are settled
On the Settlement Date the Company shall determine the number of shares of Common Stock issuable upon the settlement of an SSR The Settlement Rate shall be calculated based on a formula that considers among other factors the value per share of the common stock on a fully diluted basis reduced by the accretion rate with that number divided by the value per share of common stock on a fully diluted basis
If the Settlement Rate is greater than zero the Company shall issue and deliver to each of the SSR Holders a number of shares of Common Stock equal to the product of (i) the Settlement Rate multiplied by (ii) the number of SSRs held by such H older as reflected in the SSR register as of the close of business on the last Business Day prior to such Settlement Date
In connection with the occurrence of a Liquidity Event on or prior to the Expiration Date the Board of Directors may at its option and in its sole discretion order the redemption and the Company may redeem the SSRs in whole or in part at the redemption price per SSR based on a formula that considers the price per share of Common Stock at which the Company is valued on a fully diluted basis in connection with such Liquidity Event as determined in good faith by the Independent Committee plus a l l cash dividends paid oil the common stock from the date of issuance of the SSRs less $465 accreting on a daily basis at the Accretion Rate
The Company hired an independent third party firm to value the SSRs The following variables were taken into consideration when deriving a value for the SS Rs
1 ) The probability of a liquidity event (sale of control or PO) during the term of the SS Rs 2) The Accretion Rate assigned to the Settlement Rate of the SSRs 3) The estimated value of the Companys common stock at the earlier of a) a liquidity event or b)
the SSR Expiration Date (February 22 201 8) 4) The type of liquidity event that might occur 5) Future value parameters including a) tangible common book value b) earnings and c) market
conditions
The valuation of the common shares at the Settlement Date will depend on the Companys financial condition and the market pricing of financial institution stock both on a stand-alone basis and on a sale of control basis at that time
47
STANDARD BANCSHARES I NC AND SUBSIDIARI ES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (in thousands except share data)
Note 22 - Condensed Financial Statements
The Company was incorporated in I l linois on February 23 1 982 The Company accounts for its investment in subsidiaries under the equity method Under this method the investment is recorded at cost adjusted for the subsidiaries undistributed net income (loss) Presented below are the condensed financial statements of Standard Bancshares I nc (Parent Company Only)
Assets Cash Investment in subsidiaries Other assets
Total assets
CONDENSED BALANCE SH EETS DECEMBER 31 2014 AND 2013
Liabilities and shareholders equity Other liabilities Total stockholders equity
Total liabilities amp stockholders equity
2014 $ 4 163
264242 328
$268733
$ 2685 266048
$268733
CON DENSED STATEMENTS O F I N COME YEARS ENDED D ECEMBER 31 201 4 201 3 AND 201 2
2014 I ncome
Other income $
Expenses 2909 Loss before income taxes and equity in undistributed
earnings of subsidiaries (2909) Income tax benefit 88
Loss before equity in undistributed earnings of subsidiaries (2821)
Equity in undistributed earnings (loss) of subsidiaries 1 7 1 1 5
Net income (loss) 1 4294 Preferred dividends and discount accretion on preferred shares
Net income (loss) applicable to common shareholders $1 4294
48
201 3 $ 2 1 95
248 090 1 944
$252229
$ 322 251 907
$252229
201 3 201 2
$ $ 1
1 747 8539
(1 747) (8538) 291 1 0 1 7
(1 456) (7521) 9 629 (23241) 8 173 (30762) 1 1 24 4090
$ 7049 $(34852)
STAN DARD BANCSHARES INC AND SUBSIDIARIES
NOTES TO CONSOLIDATED FI NANCIAL STATEMENTS (in thousands except share data)
Note 22 - Condensed Financial Statements (Continued)
CONDENSE D STATEMENTS OF CASH FLOWS YEARS ENDED DECEMBER 31 2014 201 3 AND 201 2
Cash flows from operating activities Net income (loss)
Adjustments Equity in undistributed net (income) loss of subsidiaries Amortization Stock based compensation expense ( Increase) decrease in other assets Increase (decrease) in other liabilities
Net cash provided by (used in) operating activities Cash flows from financing activities
Issuance of common stock net of issuance costs Capital contribution to Standard Bank Repayment of note payable Cash Dividends
N et cash provided by financing activities
Net increase (decrease) in cash
Cash - beginning of year
Cash - end of year middot
Supplemental schedule of non-cash financing activities Change in par value on common stock Exchange of preferred stock to common stock
49
2014
$ 1 4294
( 17 1 1 5) 28
782 1 616 2363 1 968
1 968
2 1 95
$ 4 163
$ $
201 3
$ 8 1 73
(9629) 29
441 1 872
(4273) (3387)
68598 (41 500) ( 16 1 00)
(6026) 4972
1 585
6 1 0
$ 2 1 95
$ 4277 $63000
201 2
$(30762)
23241 6 1 67
( 1908) 2 043
( 1 2 1 9)
( 1 2 1 9)
1 829
$ 6 1 0
$ $
FORM FR Y-6
STANDARD BANCSHARES INC
Hickory Hills Illinois Year Ending Dccember31 2014
REPORT ITEM
1 The BHC Is not registered with the SEC Coples of the Annual Report Nil be sent undersepirate cover when completed
2a Organization Chart fo Standard BallCShares Inc
I THE BOULEVARD INC
SL John Indiana 100
JnCQrporated in Indiana
2b Branch Verification
STANDARD BANCSHARES INC Hickory Hills Illinois Jncorporateltl In Illinois
STANDARD BANKAND TRUST COMPANY Hickory Hills llllnois
Incorporated In lllnols 100
I STANDARD REDEVELOPMENT INC
Hickory Hills Illinois 100
Incorporated in Illinois
(Not subject to Y-10 reporting ) Code 91 CE - Liquidation Of debts previously contracted
The branch and lax-kl flStings were emailed to branch revieW on 223115
3 (1) As ofyear-end
Name and Address
Trident SBI Holdings lP Greeffilidl CT
Robert E Gallagher Sr Trust John D Gallagher Trustee Palos Heights IL
The Gallagher Standard Bancshares TR Timolhy J GaJagheuror Trustee Hickory Hitls IL
Pantheon Standard LP San Francisco CA
CohesVe Capital Parners LP New York NY W Capital Partners II LP NewYork NY
Couritrlt of Citizenship or lncorooratlon Number and Percentage Of Voting Serurtties
USA 5662194- 1483
USA 5516086 - 1444
USA 4382666 - 1 t47
USA 3762128-985
USA 2 150537 - S63
USA 2 150537 - 563
Note llle shares in the Robert E Gallagher Sr Tr are voted on by John D Gallagher Director of Standard Bank Tue shares Jn the Gallager Standard Bancshares Tr are voted on by Timolhy J Gallagher Director of Standard Bank
3 (2) OtherSharehofors oat listed in Section 3 (1) above that held more than 5 during the year
None
Resuhs A Ilse of branches forvour holdln1 company STANDARD 8ANCSHARES INC (1245590) or HICKORY HILLS IL
The d1ta are n of 12312014 Data re II Kb information tlat wu received aod processed throuah 01072015
Rconcill1Uon and Vc1Uon St I DI 1 In the DIH Action column of each br111Ch row enter one or mort of the actioru specified below
2 If required enter the date In the Ettcttve Olte column
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Chi nee If the bndl Information Is Incorrect Of Incomplete revt the data enter Chance In the Dita Action column ind the d11te when this infOfmation first became v1lid In the Effective Ote column
am If a bnch listed was sold or clowd enterOose In tht Dita Action column and the s1e or dosured11te In the EtfectW Olte colurm
Olete If a bru1eh listed wu never owntd by this depository Institution enter Delete In the Oeta Acckgtn column
Add If a rt portable brtinch Is mlsslna lnStrt a row add the branch data ald entu Add In the Olt1 Action column and the opening or acquisition date In the Effecttve Date column
If prntln1 this list you m1y need to adjust your page Utup In MS E11ce1 Try using landscape orientation page sollria andor legal sized paper
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Thbull FR Y-10 report may be submitted 1n a hardcopy format or 11ia the FR Ymiddot10 OnH11e application middot httpsylOonllnefederalrerve1ov
bull FDtC UNINUM Office Number and ID_RSSO co1unvu ara for reference only Verification of these values is not required
- - 8nch Suvlce Type Branch 10 RSSO ia- terNeme Street Address City
ok FuUServltefHud Officel 19730 STAN OARD BANK ANO TRUST COMPANY 7800 WEST 9STH STREET HICKORY HILLS
ok Full Service 3202168 BOLINGBROOK BRANCH 282 NORTH WEBER ROAD BOLINGBROOK
ok Limited Strvce 4126065 CALUMET CITY 1968 SIBLEY BOULEVARD CALUMET CITY
FullSetvke 3309928 CLARK STREET 8RANOi 3747 NORnt CLARK STREET atlCAGO
ok FullServiett 474339 EWING BRANOf 10635 SOUTH EWING AVENUE CHICAGO
ok Full Servtce 2079925 HEGWISCH BRANCH 13336 SOUTH BALTIMORE AVENUE CHICAGO
ok limited Se-rvke 20817)5 SOUnt DERRING FACILITY 10535 SOVTH TORRENCE AVENUE CHICAGO
Full Service 4099271 THOREK BRANOi 836 WEST IRVING PARK ROAD OUCAGO
ok Full Service 2121280 COAL CITY BRANot 20 SOUTH KANKAKEE COAlCITY
full Service 2809038 EVERGREEN PARK BRANCH 2400 WEST 95TH STREET EVUtGREEN PARK
ok Full Service 3188909 FRANKFORT BRANCH 19997 LA GRANGE ROAD FRANKFORT
Full5etvice 810436 CiARONERBRANCJ1 118 DEPOT STREET GARDNER
ok FultSrvlct 3188897 JOLIET ampRANCJ1 2398 ESSINGTON ROAO JOLIET
Full Service 3439553 LOClCPORT BRANCH 16545 WEST 159TH STREET LOCKPORT
ok Full Service 290931 LYONSlST AVENUE BRANCH 8601 OGDEN AVENUE LYONS
ok Full Service 3671504 MINOOKA BRANCH 515 WESTUS ROUTE 6 MINOOKA
ok LlmltcServfce 2111338 MOAAIS LISBON BRANCH 1433 USBON STREET MORRIS
ok Full Servkt 2809010 MORRIS ROUTE 6 BRANCH 1111 WEST US ROUTpound 6 MORRIS
Ful1 Servlct 2809047 NAPERVILLE BRANCH 1607 NORTH AURORA ROAD NAPERVILLE
ok full 5ervfce 2809056 NEW LENOX BRANCH 456 NELSON ROAD NEW LENOX
Full sMce 2103129 OAK FOREST BRANOf 15901 SOUTH CENTRAL AVENUE OAX FOREST
ok Full SeMct 3490255 OAK LAWN lllTH BRANOf 4700 WEST 111TH STREET OAK LAWN
ok Full Sfrvlce 2096717 OAK LAWN 95TH BRANCH 4001 WEST 95TH STREET OAK LAWN
ok Full Service 2295538 ORLAND PARK BRANCH lSCXJO SOUTH WOLF ROAD ORLAND PARt
State VpCode
IL 60457
IL 60440
IL 60409
IL E06H
IL 00617
IL 0063
IL 00617
IL 60613
IL 60416
IL 60805
IL 6042
IL 60424
IL 60435
IL 60441
IL 60534
I L 60447
IL 60450
IL 60450
IL 60563
IL 60451
IL 60452
IL 60453
IL 60453
IL 60467
County CawN FDICUNINUM Offb Numberbull Haad otfice Head Office 10 RSSD Comments
COOK UNITEO STATES 10748 0 STANOARO BANK ANO TRUST COMPANY 19730
Will UN ITED STATES 419532 34 STANDARD BANK ANO TRUST COMPANY 19730
COOK UNITED STATES 510611 44 STANDARD BANK AND TRUST COMPANY 19730
COOK UNITpound0 STATES 429662 35 STANDARD BANK ANO TRUST COMPANY 19730
COOK UNITED STATES 12089 18 STANDARD BANK AND TRUST COMPANY 73ltgt
COOK UNITED STATES 244100 20 STANDARD BANK ANO TRUST COMPANY 19730
COOK UNITED STATES 244099 19 STANDARD BANK ANO TRUST COMPANY 19730
COOK UNITED STATpoundS 510612 4S STANDARD BANKANDTRUSTCOMPANV 1973ltgt
GRUNDY UNITED STATES 263852 17 STANDARD SANK AND TRUST COMPANY 730
COOK UNITED STATES 13875 4 STAN OARD BANK AND TRUST COMPANY 19730
Will UNITED STATES 357237 15 STAN OARD BANK AND TRUST COMPANY 19730
GRUNDY UNITED STATES 7234 1 STAN DARO BANK ANO TRUST COMPANY 19730
Will UNITED STATES 238ASA 13 STANDARD BANK ANO TRUST COMPANY 19730
Will UNlTEO STATES 450324 38 STAN OARD BANK AND TRUST COMPANY 19730
COOK UNITED STATES 10912 22 STANDARD BANK ANO TRUST COMPANY 19730
GRUNDY UNITED STATES 465426 42 STANDARD BANK AND TRUST COMPANY 1973ltgt
GRUNDY UNITED STATES 266774 16 STANDARD BANK ANO TRUST COMPANY 1730
GRUNDY UNITED STATES 2243S6 10 STANDARD BANK AND TRUST COMPANY 19730
OU PAGE UNITED STATES 238451 6 STANDARD BANK ANO TRUST COMPANY 19730
Will UNITED STATpoundS 238452 11 STAN OARD BANK ANO TRUST COMPANY 19730
COOK UNTED STATES 244101 21 STANDARD BANK AND TRUST COMPANY 19730
COOK UNITED STATES 441863 36 STANDARD BANK AND TRUST COMPANY 19730
COOK UNITED STATES 238447 1 STANDARD BANK AND TRUST COMPANY 19730
COOK UNITED STATES 238450 5 STANDARD BANt AND TRUST COMPANY 19730
ok Fullrvke 2100379 PALOS 11HH BfANOl 11901 SOUTHWEST HIGHWAY PALOSPARIC ll 00464 COOK UNITED STATES 238448 2 STAN DARO BANK AND TRUST COMPANY 19730
ok rulSltVice 2427544 PALOS lllST BRANCH 9700WEST lllST STREET PALOS PARK ll 00464 COOK UNlTEOSTATES 238449 3 STAN DARO BANK AND TRUST COMPANY 19730
ot llmtedSrvke 3490273 NORTH RIVERSIDE BRANCH BJSOWEST CERMAK ROAD RlvtRSlDE ll COOK UNITED STATES 441864 37 STANDARD BANK AND TRUST COMPANY 19730
ot FuLServke 3202171 SHOREWOOD BRANOl 970 BROOK FOREST AVENUE SHOREWOOD It - t UNITED STATES 419531 33 STANDARD BANICANDTRUSTCOMPANY 19730
ok FulSrvlee 3188918 VILLA PARK BfWIOi 1 WESrRoostVrlTROAD VlltAPARIC It 50181 OUPAGE UNITED STATES 238455 14 STANDARDBANKANDTRUSTCOMPANY 19730
ok FulSrvke WllMINGTON BRANCH lOOSSOUTH WATER STREET WILMINGTON It 004 lt UNITED STATES 238453 12 STANDARD BANK AND TRUST COMPANY 19730
ok Fulfrvk 3197031 CHESTERTON BRANCH middot 755 JNDIAN BOUNDARY ROAD OIESTERTON IN PORTER UNITEDSTAlES 275664 32 STANDARD BANK AND TRUST COMPANY 19730
ok ruUrvic 2161D17 EASTCHCAGO BRANCH 4518 lNOANAPOUS BOULEVARD EAST CHICAGO IN 46312 lAKE UNITEDSTAlES 29 STANDARDSANKANDTRUSTCOMPANY 19730
ok Fulrvk 4913n HAMMOND BRANCH 1007 CALUMET AVENUE HAMMOND IN 46324 AKE UNITEDSTAlES 42227 30 STANDARD BANK AND TRUST COMPANY 19730
Fulrvlc 2161D3S HIGHtAND BRANCH 2930 RIDGE ROAD HIGHLAND IN 46322 UNITEOSTAlES 275659 27 STANDARD BANK AND lRUST COMP AN I 19730
ot Futtsrvke 2161044 LOWHl BRANCH 2090 EAST COMMERICALAVENUE LOWELL IN 463Sfgt21r AKE ONITEDSTAlES 275661 28 STANDARD BANK ANDTRUSTCOMPANI 19730
ok Full Srvlce 3439562 MERRlllVlllE BRANCH 579WESTUNCOlN HIGHWAY MERRlllVlllE IN 46410 AKE ONlEO STATES 450325 39 STANDARD BANK AND TRUST COMPANI 19730
ok Full Srvice 453712 SAINT JOHN BRANCH 9321 WICKER AVENUE SAINT JOHN IN 46373middot00 AKE ONtlEDSTATES 42414 26 STANDARD BANK AND rnusr COMPANY 19730
middot
Report ttem 4 Directors and Office (1) Name amp Address
J-Ohn R Barber New York NY
Christopher Doody Ne-vYork NY
1pound1 Pnncipal Occupation [rtmiddotrmiddotwittl BHC
Mariaging Partner eohesiVe ea pita I
Princlpal Storm Point Capital
(3) (bull) TrtiePosition with BHC Diredor
Director
FORM FR Y-9
STANDARD BANCSHARES INC Fiscal YearEnding Decttmber3112014
(3) lb) ltlePosition wffi1 Subsidiaries
NIA
NIA
(3) (c TrtlePosltlon wttn otherbuslne$es
Managtng Partner Cohesive Capital
Principal Stone Point Ciipitit
bull Stone Point ls the manager of the TriOOnt funds which are investment entities that own 25 or morn of the outstanding voting seairities orinlerests in various companles Mr Doody ls an ernployee and officer of Stone Point and is oo deemed to contror S1oria Point or the Trldent Funds He is not a principal securities holder of Stone Point or the Trident Funds The invstmenl committees of the Trident Funds are responsible for voting the shares or such companies and Mr Doody is not a member of the investment committees of the Trident Fonds A sctiedule of such companies in which U1e Trident funds hnve invested is available upon request
John o Gallagher Ortand Park IL
Managing Genera[ Partner OfdlarU Hill Bldg Co
Director Dior-standarU Bank
Managin9 GenerBi Partner Orchard HlllmiddotB1dg Co President Ordiard Hm Building Co Inc
Managing Member Qnhard Hill Construction LLC
Managing Membelt Austin Construction Co bull LLC
Presdenl Bougton Development Co
President ennStructildeg Co lnc
Prestdenl middot Farmingdare Development eomiddot
middotana9in middotRa -middot middot fariTijngdre _Mittwo middot
Pldciit_ _ Fam1r9dale Utilify Co_
Managing Partner Frtz91erald Lad lnvestment Ptshp
(4) a) 1w of Voting Shares in BHC
563
middot1483
14450
(4)(o) (4) (b) Names of othfr companitts 4 of Voting (if 25 ormorl voting Shares in Subs securities a held
NIA
NIA
NIA
NIA
NIA
NIA
NIA
NIA
NIA
NIA
Dryden Cons1rudioo Co Inc 100
NIA
NIA
NIA
Frtzgerald Land Investment Plshp 25
(1) Name amp Mdlt=
John D Gallagher CJriand Pru IL
(2) Principal rbull _ BHC1
(3) (b) TdfePosition wiU1 SubsXfiarics
(J)(c TrtiePttSition wTUi other buslncssts
Trustee-Vote 100 Galla171ormiddot Henr)Tnisl
- Gallagher amp Henry Inc
Prumlaquo GaDaQhef Parloecs LP GB4 Jnc
Managing Partner Gl6mwod DevelopmElnt Co
Managmjl farlnelt Heruy Co Managmo Hermann Umd Investment Ptshp
Managing- Kolarlrugtd I lgthp Preltldeot Kokast -kimes Inc
PreSdenl Coo$trixtioo middotmiddot nc
- -MiAdams 400 Investment Ptshp
Msoagir(Q Partner Meifefl1 id lnpoundiiini _Pthp Managing Partner sr middotGod 1nVeslmoo Pbhp Managiog Partnef
-LampftPtshp TruSt6e
ThOGalfaghmiddotorSliujiini middot Trust
(4) (bull) of Voting Shares in BHC
(4) (b) of Voting Shares In SUbs
Names of other companies frf 25 degmom voting securiDes arn heJd NIA
NIA
NIA
NIA
NIA
NIA
NIA
Hennarm Lnnd Investment Ptshp 25
K6irland lovStrnerrlPiStip 25 NIA
NIA
NIA
Laod lNeStrnloi PlShp 25
df1li3 lfjJrlvtrpnt PWiP 25
Land l hp 25
e(Lao1fl PtShp 25_-xmiddotmiddot middot
standard tWesTrust 25 middot
(1) Name amp Address
Tnnothy J GsJlaghet Burr Ridge IL
(2) Principal Occupation [d other than with BHC)
(J) (a) TrltePosifion wtth BHC
(3)(b) TdiePosffion wittl Subskfcuies
OlaHrnan of the Board
(J) (c) TitlePosition with other businees
PreOOeot Brittany Glen Homeownoc l=gtc Suffield Woods Homeowner Assoc FanntngdaJe Viage Com Assoc fumlogdale Vdlage Com Assoc 2 Misty Meadoyenr Homeowner Assoc 1ltings1on Hills liomeOMler Assoc Gallagheramp Henrys Condos Goodiogs Grove Assoc Ganaghcr amp Heruys Goocfings Grove Umbretia Assoc Farmingdale Vil Cooos of Woodridge Homeowner Assoc Radc5ffe rtMe TOvlfflhomes Assoc
BNC OWnefs Assodatioo
Boughton Woodward Commenial Center LLC su-lgle MembeltUC- GB4 i5 member
Union Poirrte Investors Uc Sing1e MemberlLC- Union PcWe Oevclopmeot Co b member
Uoion POOte Buadlog Venture 1lLC Union 00rt lnvestorn LlC ts member Union Pofrrte Buikfing Venlilre 112 LLC Unton Point nveslor lLC is member
Union Pointe Boikfing Venture 3 LLC Union Poinl lnveslors UC is member
standgtnJ Bank -ALm1 Construction Co LlC
Pminlaquo Frtzyerald Lnnd Investment Pbttp
(lt)(bull) ofVotlng Shares in BHC
11520
(4) (b) ofVotiog Shares in Subs
NIA
Names of other companies (If 25 or l1XgtflJ voting securities aro held
NIA NIA NIA NIA NIA NIA NIA WA NIA NIA NIA
WA
NIA
WA
WA
NIA
NIA
WA
NIA
NIA
NIA
WA
WA
(1) =
Timothy J GJJbghctshyBorr Ridge IL
(2) Principal (if oUJef than wtth BHC)
3 (a) TitlePosition wilh BHC (3) 1c) Trtielosilion with other businesses ampcretuy amp Henry Inc
_ GieoMXgtd Developmeot Co
Partner Hermann Land Investment Pt5hp KOOr land Investment Ptstip
Secret3y Kolcast Homes loo
__ Koamp Construction Co Inc
Secrebgty Ordnrd Hin Buikfing Co Inc
Pa1nelt srrvb land 1ovestrnent Pshp -Smotelt Land Investment Ptshp Trustee- Vote 100 The Gollagher stmdafd
Trust
-- uruoo Pointe Development Co
lt4)(a) ofVotiog Shares in BHC
(4) (b) of Voting Shares In Sobs
tfamos of othcreomnk (lf25 ormoro vo6ng sccuritios arc held
NIA
NIA
NIA
Hennano Land Investment Ptshp 25
Kolar land Investment Pshp 25
NIA
NIA
NIA
Maas Land Investment Ptshp 25
McAdams Iand lnv=tmeni Plshp 25
Medema land lnvestme111 Ptshp 25
NIA
NIA
NIA
Slivka land Investment Plshp 25
SmoterUmd I Ptshp 25
Unkio Pointe Devdopmcot Co 25
(11 (21 Pl (a) 3 (b) 3) c) 4 (a) (4)b) Names of othelt com pan Name amp Adqross princi Occupation TJdcPositiorl TJHePositiorl TrticPosIDon of Voting of Voting [If 25 or mon voting
(if other than with Bl tc) wtth SHC with Subsidiaries with other businesses Shares In BHC Shares in Subs securities are heJd
Timothy J GaUagilet Slaquoretmy GB4 Inc SurRXgeIL GB4 lnc 251
Uoioo Polnte Bonding Venture 3 UC NIA Uoiont PoCnt lnves1ocs LLC is member
Lawraooe P Kelley NIA DirododVJCO Chaifman Oamp-edooVlce Chairman NIA 023lt))1 NIA NIA Pltullt IL PreraquoleoUCEO -0-0
standam Bank
Atampief Ko-arldt NIA DirodOlt Dirodoc NIA 0140 NIA NIA 1-fmsdak ll -
Howrd K Priess JI - deg Dirodoc Solo Pradiltgtoelt 0140 NIA NIA NapeMe IL Standard Bank
Owner White Oak Construction LlC Wh4te Oak Construction LLC 100
Robert A RoslKWt NIA Lead ndepcodeot Director oltedoc NIA D140( NIA NIA QOCago u standanl Bank
Charles E Shomo rv NIA deg Ciredor NIA 013lfI( NIA NIA Bur Ridgo IL standam Bank
Patrick J Hunt NIA _ Executive VPCFO NIA 008 NIA NIA Palos Heights IL EVPCfO standanl Bank
deg Scoltzu NIA Asst VPJAssl Asst VPAsst Secy NIA 00CXgt1 NIA NIA
Everyreen Park IL Sea-- SiandagtO Bank
STANDARD BANCSHARES INC AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (in thousands except share data)
Note 4 - Loans
Major Classifications of loans are as follows
Construction and land development Commercial Commercial real estate non-owner occupied Commercial real estate owner occupied Residential real estate Consumer
Total
Origination fees - net of costs Allowance for credit losses
Loans net
201 4 $ 110343
449341 427043 569269 1 18612
97066
1 771 674
( 1 023) (26320)
$1744331
2013 $ 140294
324898 4 1 9775 550900 1 1 7 343 1 08664
166 1 874
(984) (40895)
$161 9995
Construction loans are generally based upon estimates of the cost and value associated with the construction of the property Construction loans often involve the disbursement of substantial funds with repayment primarily dependent upon the success of the completed project Sources of repayment for these types of loans may be permanent loans from long-term lenders or sales of developed property Generally these loans have a higher risk profile than other real estate loans due to their repayment being sensitive to real estate values interest rate changes governmental regulations of real property demand and supply of similar projects the availability of long term financing and changes in general economic condition
Commercial loans are primarily lines of credit and equipment loans that are secured by accounts receivable inventory fixed assets and sometimes with real estate These loans are repaid through the operating cash flow of the company The increase in commercial loans was due to generally improved business activity resulting from the stabilizing economy and our focus on generating growth in this category of lending in order to better diversify our commercial portfolio Commercial loans are underwritten after evaluating and understanding the borrowers ability to operate its business
Underwriting standards are designed to ensure repayment of loans and mitigate loss exposure As part of the underwriting process the Company examines current cash flows to determine the ability of the borrower to repay its obligations as agreed Commercial loans are primarily made based on the identified cash f lows of the borrowers and secondarily on the underlying collateral provided by the borrower
Commercial real estrite locins consisted primarily of loans to business owners and developersinvestors in owner and non-owner occupied commercial properties The Company classifies the properties into owner-occupied which represents loans where more than 50 of the rental income is from the owner of the property or a related company and non-owner occupied represents loans where less than 50 of the rental income is from the owner of the property Non-owner occupied can include 5-unit or more apartment buildings retail office buildings hotels warehouse and industrial properties Repayment will come from the rental income paid by the tenants or owner Commercial real estate loans are subject to underwriting standards and processes similar to commercial loans in addition to those standards and processes specific to real estate Commercial real estate lending typically involves higher loan principal amounts and the repayment of the loans is largely dependent upon the successful operation of the property securing the loan or the business conducted on the property securing the loan Commercial real estate loans may be more adversely affected by conditions in the real estate market or in the general economy The properties securing the Companys commercial real estate portfolio are diverse in terms
1 8
STANDARD BANCSHARES INC AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (in thousands except share data)
Note 4 - Loans (Continued)
of type and geographic location within our market area Management monitors and evaluates real estate loans based on cash flow collateral location and risk grade criteria
The residential real estate portfolio consists of 1-4 family first lien loans secured by the borrowers home and are generally within our market area Any loans outside our market area are to customers with homes or businesses in our market areas
The consumer loans consist of loans to individuals for consumer purposes home equity loans home equity lines of credit and second mortgages Consumer loans are centrally underwritten utilizing various loan policy guidelines that take into consideration the borrowers ability to repay and the collateral offered
At December 31 2014 and 2013 certain officers directors and companies in which they have beneficial ownership were indebted to the Bank in the aggregate amount of $32267 and $36457 respectively During 2014 no new loans were made to such related parties and net repayments on existing loans amounted to $4 1 90 During 2013 new loans made to such related parties amounted to $389 and net repayments on existing loans amounted to $2082
19
STANDARD BANCSHARES INC AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (in thousands except share data)
Note 4 - Loans (Continued)
All owance fo r Credit L osses
Following is a summary of the activity in the allowance for credit losses
Commercial Commercial Real Estate Real Estate Non-owner Owner Residential
December 31 2014 Construction Commercial Occu12ied Occu12ied Real Estate Consumer Total
Allowance for loan losses
Beginning balance $ 16575 $ 2072 $ 3390 $ 1 2255 $ 3545 $ 3057 $ 40895
Provision for credit losses (1 945) 1981 5370 (3859) 193 1 228 2967
Loans charged-off (1 1 039) ( 1 717) (4247) (2632) (475) (994) (211 04)
Recoveries 2 833 _llsect 200 __sectQ __fil1_ 3 562
Total ending allowance balance $_JJA23 L2A28 $_A79j_ $ 5 955 $ 3 323 $ 26 320
Commercial Commercial Real Estate Real Estate Non-owner Owner Residential
December 31 2013 Construction Commercial Occu12ied 0CCUQied Real Estate Consumer Total
Allowance for loan losses
Beginning balance $17755 $ 4168 $ 1 3052 $ 18109 $ 3317 $ 2805 $ 59206
Provision for credit losses 6401 (724) (839) 2310 742 861 8751
Loans charged-off (7635) (1472) (1 0720) (8237) (515) (659) (29238)
Recoveries _M __jQQ ---1sectfil 74 __ 1 -2Q --2J1sect Total ending allowance balance $16 57S $2J)72 $ 3 390 $ 12 256 L351s UD57 $ 40 895
Commercial Commercial Real Estate Real Estate Non-owner Owner Residential
December 31 2012 Construction Commercial Occu12ied 0CCUQied Real Estate Consumer Total
Allowance for loan losses
Beginning balance $13016 $ 3214 $ 5275 $ 11620 $ 1975 $ 1860 $ 36960
Provision for credit losses 791 6 4614 8620 6815 3149 2270 33384
Loans charged-off (6354) (3937) (917) (401) (1841) (1362) (14812)
Recoveries ---11lZ _____fl_ 74 75 ___M ___E 3 674
Total ending allowance balance $1L155 $A1fill iil3 052 gt rn ms $ 3 3JZ $ 2 605 $ 59 206
20
STANDARD BANCSHARES INC AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (in thousands except share data)
Note 4 - Loans (Continued)
The following tables present the balance of the allowance for loan losses and the recorded investment in loans by portfolio segment and based on impairment method
December 31 201 4
Allowance for Joan losses
Ending balance individually evaluated for impainnent
Ending balance collectively evaluated for impainnent
Total ending allowance
Loans Ending balance individually evaluated
for impainnent Ending balance collectively evaluated
for impainnent
Total ending loan balances
Oecember 31 2013
Allowance for loan losses
Ending balance individually evaluated for impainnent
Ending balance collectively evaluated for impainnent
Total ending allowance
Loans Ending balance individually evaluated
for impainnent Ending balance collectively evaluated
for impainnent
Total ending Joan balances
Construction
s 5136
1 287
_$ 6 423
$ 20252
90 091
$jj0 343
Construction
$ 14662
1 913
_$ J6 szs
$ 35249
1 05 045
S140 29plusmn
Commercial
$ 601
1 827
_$ 2 428
$ 871
448470
$449 34j
Commercial
$ 461
1 6 1 1
$ 2 OZ2
$ 2294
322604
$32plusmn 888
2 1
Commercial Real Estate Non-owner Occupied
$ 1 373
3 41 8
$ 4Z9J
$ 1 5345
411 698
$427 043
Commercial Real Estate Non-owner Occupied
$ 1 865
1 525
$ 3 390
$ 1 5176
404 599
$4J9 ZZ5
Commercial Real Estate
Owner Occupied
$ 5 1 6
5 449
_$ 5 965
$ 6706
562563
$569 269
Commercial Real Estate
Owner Occupied
$ 3331
8 925
$ j2 256
$ 1 7201
533699
$550 900
Residential Real Estate
$ 1 665
1 658
$ 3 323
$ 5795
1 1 2817
$118 612
Residential Real Estate
$ 1 496
2 049
$ 3 545
$ 3799
1 1 3 544
S1H 343
Consumer Total
s 2 160 s 1 1 451
1 230 14 869
_$ 3 GO $ 76320
s 4377 $ 53346
92689 1 71 8328
_$ 97 066 $j Vj 674
Consumer Total
s 1 334 $ 23149
1 723 17 746
$ 3 057 $ 40 895
$ 3592 $ 77311
1 0 5072 1 584 563
S10B 664 S1 661 8Z4
STANDARD BANCSHARES INC AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (in thousands except share data)
Note 4 - Loans (Continued)
The following tables present loans individually evaluated for impairment by class of loans
Unpaid Allowance for Average Principal Recorded Loan Losses Recorded
December 31 2014 Balance Investment Allocated Investment
Wrth no related allowance recorded Construction $1 4349 $ 2200 $ $ 2824
Commercial 1 866 266 623
Commercial real estate non-owner occupied 12128 1 0392 1 1 282
Commercial real estate owner occupied 1 0541 3771 3617
Residential real estate 999 999 1 1 58
Consumer 2 557 ____1MQ --- -----1m Subtotal $42440 $1 91 87 _$ __
- $20780
With an allowance recorded
Construction $24344 $1 8052 $5 136 $27023
Commercial 605 605 601 1 498
Commercial real estate non-owner occupied 7149 4953 1 373 4132
Commercial real estate owner occupied 3163 2935 5 1 6 8607
Residential real estate 4796 4796 1 665 3736
Consumer _____bill_ _____bill_ ____lJ_sectQ 2 997
Subtotal $42875 $34159 $1 1 451 $47993
Construction $38693 $20252 $5136 $29847
Commercial 2471 871 601 2121
Commercial real estate non-owner occupied 1 9277 1 5345 1 373 1 5414
Commercial real estate owner occupied 1 3704 6706 5 1 6 1 2224
Residential real estate 5795 5795 1 665 4894
Consumer 5 375 4 377 ____lJ_sectQ 4 273
Total $1U51 S6JUL1
22
Interest Income
Recognized
$ 460
69
361 2 1 9
5 1
___g $ 11 92
$ 325 1 1
72
1 1 5
1 20
$ 676
$ 785
80
433
334
1 71
-----2i $1 868
STANDARD BANCSHARES INC AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (in thousands except share data)
Note 4 - Loans (Continued)
Unpaid Allowance for Average Interest
Principal Recorded Loan Losses Recorded Income December 31 201 3 Balance Investment Allocated Investment Recognized
With no related allowance recorded Construction $ 3440 $ 2790 $ $ 6783 $ 1 5
Commercial 1 761 1 761 1 828 76
Commercial real estate non-owner occupied 9051 9051 1 0068 410
Commercial real estate owner occupied 3664 341 3 1 368 84
Residential real estate 1 284 1 284 1 254 26
Consumer 1 477 ------1Jn --- ____1dQsect_ ___2Q Subtotal $20677 $1 9426 L____ $22809 LJill
With an allowance recorded
Construction $41 71 0 $32459 $1 4662 $32 188 $ 671
Commercial 533 533 461 499 6
Commercial real estate non-owner occupied 6125 6125 1 865 1 1 128 45
Commercial real estate owner occupied 20172 1 3788 3331 1451 6 318
Residential real estate 25 1 5 251 5 1 496 2170 1 01
Consumer 2 465 2 465 Subtotal $73520 $57885 $23149 $62354 llill
Construction $45150 $35249 $14662 $38971 $ 686 Commercial 2294 2294 461 2327 82
Commercial real estate non-owner occupied 1 5176 1 5176 1 865 21 1 96 455
Commercial real estate owner occupied 23836 17201 3331 15884 402
Residential real estate 3799 3799 1 496 3424 1 27
Consumer 3 942 3592 3 361 ___sectpound Total $M1_9Z $77 311 $23 149 $ll_5_1fill $1 814
23
STANDARD BANCSHARES INC AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (in thousands except share data)
Note 4 - Loans (Continued)
Unpaid Allowance for Average Interest
Principal Recorded Loan Losses Recorded Income December 31 2012 Balance I nvestment Allocated I nvestment Recognized
With no related allowance recorded Construction $ 2712 $ 1 819 $ $ 3600 $ 346
Commercial 1 763 1 410 1 931 7
Commercial real estate non-owner occupied 1 448 1 448 2451 1 5
Commercial real estate owner occupied 2238 2238 9805 60
Residential real estate
Consumer ---1Jlllli - ---1Jm --- ---
Subtotal $1 0056 $ 741 3 L___ $1 9690
With an allowance recorded Construction $43737 $ 39645 $12359 $45048 $ 455
Commercial 270 270 271 276
Commercial real estate non-owner occupied 27925 27489 1 1 777 20670 709
Commercial real estate owner occupied 4584 4584 1 782 4252 88
Residential real estate 3824 1 622 802 3842 88
Consumer 2885 ____LlQsect ______lQg Subtotal $83225 $ 7481 6 $27300 $76986 $ 1 373
Construction $46449 $41 464 $1 2359 $48648 $ 801 Commercial 2033 1 680 271 2207 7
Commercial real estate non-owner occupied 29373 28937 1 1 777 23121 724
Commercial real estate owner occupied 6822 6822 1 782 14057 148
Residential real estate 3824 1 622 802 3842 88
Consumer 4 780 1 704 ______lQg _isectQ1 ___TI Total Sfil281 $R222_9_
Interest income recognized includes interest accrued and collected on the outstanding balances of accruing impaired loans as well as interest cash collections on non-accruing loans and impaired loans for which the ultimate collectability of principal is not certain
24
STANDARD BANCSHARES INC AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (in thousands except share data)
Note 4 - Loans (Continued)
The following is an analysis of the age of the recorded investment in past due and nonaccrual Joans
December 31 2014
Construction
Commercial Commercial real estate
non-owner occupied Commercial real estate
owner occupied Residential real estate
Consumer
Total
December 31 201 3
Construction
Commercial Commercial real estate
non-owner occupied Commercial real estate
owner occupied
Residential real estate
Consumer
Total
Credit Qu ality Indicators
30-59 days
$ 398
714
122 726
1 457
30-59 days
$
1 89
41
61
907
_____sectQl_ $2 061
90 days or more past
due and 60-89 days accruing
$ 72 $
1 53
290 533
1 1 5 944 1 5
_filsect ___fil_ S2115 $_Z1fi
90 days or more past due and
60-89 days occruing
$ 672 $
66
770
395 1 9
886 248
-11sect _____sect $2 907 $_3j_Q
Total Past Current Non-accrual Due Loans Total
$20252 $20722 $ 89621 $ 1 1 0343
871 1 738 447603 449341
7291 81 1 4 41 8929 427043
26 1 2 2849 566420 569269 6424 8109 1 1 0503 1 1 861 2
4 039 6235 90 831 97 066
$41 489_ $1 723 907 $1 V1 674
Total Past Current Non-accrual Due Loans Total
$1 7361 $18033 $ 1 22261 $ 1 40294
479 734 324164 324898
6230 7041 412734 41 9775
131 08 13583 537317 550900
551 8 7559 1 09784 1 1 7343
4 1 76 5200 1 03 464 1 08 664
$52 150 $1 609 724 $1 661 874
The Company categorized its non-homogenous Joans into risk categories based on relevant information about the ability of borrowers to service the debt such as among other factor$ current financial information historical payment experience credit documentation public information and current economic trends The Company analyzes loans individually by classifying the Joan as to credit risk This analysis is done annually on a Joan by loan basis The Company uses the following definitions for classified risk ratings
Pass Loans classified as Pass are considered to be performing Joans that have adequate cash flow andor collateral based upon our underwriting process
Special Mention Loans classified as special mention have a potential weakness that deserves managements close attention If left uncorrected these potential weaknesses may result in deterioration of the repayment prospects for the Joan or of the institutions credit position at some future date
25
STANDARD BANCSHARES INC AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (in thousands except share data)
Note 4 - Loans (Continued)
Substandard Loans designated as substandard are inadeq uately protected by the current net worth and paying capacity of the obligor or the collateral pledged if any Loans have a wellshydefined weakness or weaknesses that jeopardize the liquidation of the debt They are characterized by the distinct possibility that the Bank will sustain some loss if the deficiencies are not corrected
Performing Not Rated Loans classified as Performing Not Rated are considered to be performing loans at the time of u nderwriting but historically ones in which we do not obtain updated financial information after the loans are originated These are generally consumer loans first mortgage home loans and home equity loans
Loans not meeting the criteria above are analyzed individually as part of the above described process and are considered to be unclassified loans Based on the most recent analysis perfornied the loan risk classifications are as follows
Special Performing December 31 2014 Pass Mention Substandard Not Rated Total
Construction $ 80127 $ 7719 $ 21249 $ 1 248 $ 1 1 0343
Commercial 442867 4915 1 559 449341
Commercial real estate non-owner occupied 399762 1 8880 8401 427043
Commercial real estate owner occupied 531 31 5 27295 1 0659 569269
Residential real estate 29747 1 1 9 8250 80496 1 1 8612
Consumer 8 91 0 312 5 939 81 905 97 066
Total $1 192 728 $ 59240 $ 56 057 SJ63 649 S1 ZZJ 6H
Special Performing December31 2013 Pass Mention S ubstandard Not Rated Total
Construction $ 90330 $ 9396 $ 37394 $ 3174 $ 1 40294
Commercial 309074 1 0445 4489 890 324898
Commercial real estate non-owner occupied 400738 10570 8467 419775
Commercial real estate owner occupied 502095 1 0840 37965 550900
Residential real estate 3567pound 1 09 7881 73677 1 17 343
Consumer 9 099 -----1fill 7 828 89 826 1 08664
Total SJ 47 OJ2 M32Z1 $104 021 S167 567 $1 661 871
The Bank considers the performance of the loan portfolio and its impact on the allowance for loan losses For residential and consumer loan classes the Bank evaluates credit q uality based on the payment and aging status of the loan Payment status is reviewed on a q uarterly basis with respect to determining adequacy of the allowance for Joan losses
26
STAN DARD BANCSHARES INC AND SUBSI DIARIES
NOTES TO CONSOLI DATED FI NANCIAL STATEMENTS (in thousands except share data)
Note 4 - Loans (Continued)
Tro ubled Debt Restructurings (TOR)
Loans classified as TD Rs totaled $1 8541 as of December 31 201 4 of which $1 5665 were performing and $2876 were on non-accrual loans classified as TDRs totaled $1 8095 as of December 31 201 3 of which $1 6596 were performing and $1 499 were on non-accrual
The Bank has allocated $1 797 and $ 1 3 1 4 in specific reserves to customers whose loan terms have been modified in troubled debt restructurings as of December 31 201 4 and 201 3 The Bank has committed to lend additional amounts of $45 and $26 as of December 31 201 4 and 201 3 to customers with outstanding loans that are considered to be troubled debt restructurings These loans involved the restructuring of terms to allow customers to mitigate the risk of foreclosure or default by meeting a lower loan payment requirement based upon their current cash flow These may also include loans that renewed at existing contractual rates but below market rates for comparable credit For commercial loans these m odifications typically include a lowering of the interest rate on the loan In some cases the modification will include separating the note into two notes with the first note structured to be supported by current cash flows and collateral and the second note made for the remaining unsecured debt The second note is charged off immediately and collected only after the first note is paid in full This modification type is commonly referred to as an A-B note structure For consumer mortgage loans the restructuring typically includes a lowering of the interest rate to provide payment and cash flow relief For each restructuring a comprehensive credit underwriting analysis of the borrowers financial condition and prospects of repayment under the revised terms is performed to assess whether the structure can be successful and that cash flows will be sufficient to support the restructured debt Anmiddot analysis is also performed to determine whether U1e restructured loan should be on accrual status Generally if the loan is on accrual at the time of restructure it will remain on accrual after the restructuring In some cases a nonaccrual loan may be placed on accrual at restructuring if the loans actual payment h istory demonstrates it would have cash flowed under the restructured terms After six consecutive payments under the restructured terms a nonaccrual restructured loan is reviewed for possible upgrade to accruing status
As with other impaired loans an al lowance for loan loss is estimated for each TOR based on the most likely source of repayment for each loan For impaired loans secured by real estate that are collateral dependent the allowance is computed based on the fair value of the underlying collateral For impaired loans where repayment is expected from cash flows from business operations the allowance is computed based on a discounted cash flow computation
27
STANDARD BANCSHARES INC AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (in thousands except share data)
Note 4 - Loans (Continued)
Troub led Debt Restructurings (TOR) (Continued)
The following table presents loans by c lass modified as troubled debt restructurings that occurred during the years ended December 31 2014 and 2013
Pre- Post-modification modification
Number outstanding outstanding 2014 of loans recorded recorded
investment investment Construction 1 $ 706 $ 813 Commercial real estate owner occupied 2 483 564 Residential real estate 3 1206 1 206 Consumer 5 563 563
Total 11 $2958 $3146
2013 Commercial real estate non-owner occupied 3 $14371 $ 8 670 Commercial real estate owner occupied 3 3505 3581 Commercial 2 1758 1804 Residential real estate 1 403 403
Total 9 $20037 $1 4458
The troubled debt restructurings modified in 2014 and 2013 described above increased the allowance for credft losses by $784 and $317 and did not result in any post-modification charge offs during the years ended December 31 2014 and 2013 respectively
28
STAN DARD BANCSHARES I NC AND SUBSIDIARI ES
NOTES TO CONSOLI DATED FI NANCIAL STATEMENTS (in thousands except share data)
Note 4 - Loans (Continued)
Tro uble d Debt R estructurings TOR ) (Continued)
The following table presents troubled debt restructurings by class and type of modification that occurred during the years ended December 31 2014 and 2013
AB Note Rate Restructure Reduction
2014 Construction $ $ -
Commercial real estate owner occupied 48
Residential Real Estate Consumer 218
Total $ $266
AIB Note Rate Restructure Reduction
2013 Commercial real estate non-
owner occupied $13901 $ 470 Commercial real estate
owner occupied 3073 Commercial 1758 Residential Real Estate 403
Total $13901 $5704
29
Rate Reduction
To Pay amp Advance Taxes of Funds
$ $ 706
435
$435 $ 706
Rate Reduction
To Pay amp Advance Taxes of Funds
$ $
432
$432 $
I nterest Only
Period
$
1206 345
$1551
I nterest Only
Period
$
$
Total
$706
483 1206
563 $2958
Total
$14371
3505 1758
403 $20037
STANDARD BANCSHARES I NC AND SUBSI DIARIES
NOTES TO CONSOLI DATED FINANCIAL STATEMENTS (in thousands except share data)
Note 4 - Loans (Continued)
Troubled Deb t Restru cturings (TOR) (Continued)
The following table presents loans by class modified as troubled debt restructurings for which there was a payment default within twelve months fol lowing the modification during the year ended December 3 1 2014 There were no payment defaults within twelve months following the modification during the year ended December 31 201 3
2014 Commercial
N umber of loans
1
Recorded Investment
$1 600
The troubled debt restructurings that subsequently defaulted in 2014 described above increased the allowance for credit losses by $233 during the year ended December 31 2014 In 2013 there were no troubled debt restructurings for which there was a payment default within twelve months following the modification The troubled debt restructurings resulted in $1600 of charge offs during the year ended December 31 201 4 The troubled debt restructurings did not result in any charge offs during the year ended 2013
Note 5 - Mortgage Servicing Rights
Following is a summary of the activity for mortgage servicing rights
Beginning balance Costs capitalized Accumulated amortization
Ending balance
2014 $ 2726
544 (835)
$ 2 435
2013 $ 2169
1 339 (782)
$ 2 726
2012 $ 1525
1434 (790)
$ 2 169
The aggregate fair value of mortgage servicing rights is based on fundamental analysis and the present value of expected future cash inflows In estimating fair value assumptions have been made regarding prepayment default and interest rates Mortgage servicing rights do not trade in an active market with readily observable prices The Company uses an independent third party to determine the fair value of mortgage servicing rights by estimating the fair value of the future cash flows associated with the mortgage loans being serviced Key economic assumptions used in measuring the fair value of mortgage servicing rights include but are not limited to prepayment speeds discount rates delinquencies and costs to service
A fair market estimate was completed by an independent third party in November 201 4 to determine the amount at which the asset could be exchanged in a current transaction between willing parties other than in a forced liquidation or sale Fair value was estimated based in part on the discounted future cash flows estimated to be received The evaluation used a discount rate for each pool of loan servicing rights which is intended to represent the estimated market yield and estimated cash flow for each pool of servicing rights by utilizing an assumed prepayment speed based on the characteristics of each pool No assurance can be given that the actual prepayments will conform to the prepayment speeds assumed The calculated fair value was compared to market values where possible to ascertain the reasonableness of the valuation in relation to the current market expectations
Mortgage servicing rights outstanding Estimated fair value as a percentage of loans serviced Principal value of loans serviced Estimated fair value of servicing rights outstanding
30
201 4 $ 2435
083 $394217 $ 3272
201 3 $ 2726
083 $382221 $ 3 1 72
STANDARD BANCSHARES INC AND SUBSIDIARIES
NOTES TO CONSOLI DATED FINANCIAL STATEMENTS (in thousands except share data)
Note 6 - Premises and Equipment
Major classifications of these assets are summarized as follows
Land Bank premises Furniture and equipment
Accumulated depreciation Premises and equipment - net
2014 $ 21 699
58 179 31 388
1 1 1 266 (50352)
$ 609 14
201 3 $ 2361 0
69 1 33 44467
1 3721 0 (71 428)
$ 65782
Depreciation expense amounted to $3479 $3668 and $3949 in 2014 201 3 and 2012 respectively_
The Company sold land buildings and vehicles for total proceeds of $1 824 $2 and $1 8 resulting in gross gains on sales of $49 1 $1 and $ 1 8 in the years ending December 3 1 2014 201 3 and 201 2 respectively
In December 2014 the Company signed a definitive agreement to enter into a sale-leaseback of land and buildings for two of its locations The Company designated $ 1 462 of premises as held for sale No write-down was taken at the time of transfer as the assets were anticipated to be sold at a gain In February 2015 the Company closed on a transaction a portion of the gain on sale was recognized in non-interest income The remaining gain was deferred and will be amortized into non-interest income over the lease term
Note 7 - Other Real Estate Owned
Activity in other real estate owned is summarized as followsmiddot
Beginning balance Acquired through or in lieu of foreclosure Proceeds from sales Gain (loss) on sales Write down on other real estate owned
Ending Balance
2014 $ 1 2 930
6 035 (2004)
426 ( 1 1 54)
$1 6233
2013 $1 6896
3 912 (51 35)
170 (2913)
$1 2930
201 2 $ 1 1 496
1 2 1 08 (4096)
(1 36) (2476)
$ 1 6 896
Operating expenses associated with other real estate owned net of write-downs on other real estate owned were $498 $1 96 and $976 in 2014 201 3 and 201 2 respectively
Note 8 - Intangibles
Core deposits Accumulated amortization Core deposits net
2014 2013
$ 8946 (7798)
$ 1 148
$ 8946 (7 1 05)
$ 1 841
Amortization expense amounted to $693 $789 and $885 in 2014 2013 and 20 12 respectively Core deposit intangibles are amortized over an estimated life of fifteen years
middot----- l n-201-2-the-Gompany-reGorded-a-ful l-write-down-of-$239g7-of-goodwill-as-it-was-determined-t0-be--shy
impaired_
3 1
STAN DARD BANCSHARES INC AND SUBSI DIARIES
NOTES TO CONSOLI DATED FI NANCIAL STATEMENTS (in thousands except share data)
Note 9 - Bank Owned Life Insurance
The Bank acquired life insurance policies through prior bank acquisitions and by direct purchase At December 3 1 2014 and 2013 the cash surrender value of these policies was $48470 and $47033 respectively No additional l ife insurance was purchased during 2014 or 2013
Note 10 - Deposits
Deposits at December 3 1 2014 and 2013 by major category are as follows
Demand deposits Non-interest-bearing Interest-bearing
Total demand deposits Savings deposits Time deposits Brokered deposits
Total deposits
2014
$ 612646 492 799
1 1 05445 374142 405857 1 08 1 28
$1 993 572
201 3
$ 536325 525 145
1 061 470 36341 8 427815
66 402
$1 91 9 1 05
The aggregate amount of deposits reclassified as loans (overdrafts) amounted to $2548 and $2781 at December 3 1 2014 and 201 3 respectively
Time deposits that met or exceed the FDIC insurance limit of $250 at year-end 201 4 and 2013 were $1 1 0 1 77 and $92681 respectively
At December 3 1 2014 scheduled maturities of certificates of deposit including brokered deposits are as follows
201 5 2016 2017 201 8 201 9 2020 and thereafter
$408455 65585 1 9838
9830 1 0277
$513 985
Deposits from related parties totaled $33614 and $32595 at December 31 2014 and 201 3 respectively
32
STANDARD BANCSHARES INC AND SU BSI DIARIES
NOTES TO CONSOLI DATED FINANCIAL STATEMENTS (in thousands except share data)
Note 1 1 - Advances from Federal Home Loan Bank
There were no outstanding advances with the Federal Home Loan Bank at December 3 1 201 3 The indebtedness to the Federal Home Loan Bank at December 3 1 2014 was $1 5000 consisting of the following fixed rate advances
Due Date
June 27 201 6 June 27 201 6
Total advances
I nterest Rate
057 057
2014
$1 3000 2 000
$1 5 000
Al l advances and letters of credit from the Federal Home Loan Bank (FHLB) were secured by a g eneral lien on qualifying commercial real estate residential mortgages and home equity loans of the Bank Each advance is payable at its maturity date with a prepayment penalty for fixed rate advances Letters of credit outstanding from the FHLB totaled $3872 and $41 946 at year-end 2014 and 201 3 respectively The advances and letters of credit were collateralized by $679990 of commercial real estate and mortgage loans in 2014 and $203845 of mortgage loans under a blanket lien arrangement at year-end 2013 Based on this collateral and the Companys holdings of FHLB stock the Company was eligible to borrow up to a total of $26951 3 at year-end 2014
Note 1 2 - Other I ncome
Other income consists of the following
Gain (loss) on sale of other real estate owned Gain on sale of premises and equipment Debit cardATM fees Trust feesBrokerage Fees Loan fees and commissions Cash management Bank Owned Life Insurance income Miscellaneous income
Total other income
33
2014
$ 426 491
28 1 8 2533
658 2641 1 437
921
lll 1 925
201 3 201 2
$ 1 70 $ ( 1 36) 1 1 8
2935 2829 2364 1 927
680 932 2286 2020 1 437 1 469 1 267 886
ll1 1 1 40 ll 9 945
STANDARD BANCSHARES INC AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (in thousands except share data)
Note 1 3 - Employee Benefit Plans
Profit Sharing
The Companys bank subsidiary maintains a defined contribution 401 (k) Plan Under terms of the Plan employees meeting age and service requirements may elect to have their compensation reduced and have that amount contributed to the Plan as a salary deferral contribution The Bank at its discretion may make a matching contribution to the Plan equal to a u niform percentage of the salary deferral contributions Apart from any matching contribution the Bank may also make a separate discretionary contribution to the Plan The final liability for matching contributions if any is determined after yearshyend requiring the Bank to estimate its discretionary contribution expense at year end Contribution expense recorded by the Bank amounted to approximately $ 1 1 79 $1 254 and $ 1 685 for 2014 201 3 and 201 2 respectively
Non-Qualified Plan
The Bank maintains a non-qualified deferred compensation plan for a select group of management and employees as determined by the Board of Directors Annual awards if any are based o n preshyestablished performance criteria which are communicated to eligible employees Benefits under the Plan vest after a five year period The liability under the Plan was $403 and $503 as of December 3 1 2014 and 201 3 respectively There was n o expense recorded in 2014 2013 o r 2012
Non qualified Sto ck Option Plan
Pursuant to the Capital Raise Investment Agreements on February 1 2 20 1 3 the Board of Directors of the Company adopted the Standard Bancshares Inc Stock Option Incentive Plan to be effective immediately after the Closing of the capital raise (please refer to Note 21 ) Pursuant to the Stock Option Incentive Plan the Compensation Committee of the Board of Directors of the Company is authorized to grant Incentive Stock Option awards Nonqualified Stock Option awards or a combination thereof to certain officers directors consultants or employees of the Company or any of its Subsidiaries or Affiliates aggregating up to 5402524 shares of the Companys common stock
The option price per share of stock purchasable under a stock option shall not be less than 1 00 of the fair market value of the common stock on the day of the grant Stock option vesting is based o n two components 1 ) a time vested option that vests over four years one fourth on each of the first four anniversaries from the option grant date and 2) a performance vested option that vests if there is an exit event resulting in the investor actually realizing an internal rate of return (RR) greater than or equal to 1 2 based on their original investment of $465 per share on February 22 201 3 Vesting is subject to acceleration in certain circumstances The options will expire if not exercised within 1 0 years of the
middot
date of grant and under certain other (employment) circumstances
The fair value of options granted was estimated on the date of grant using the Black Scholes optionsshypricing model using the assumptions noted in the table and commentary below The risk free rate of return is based on the constant maturity yield of a US Treasury note with a fixed rate term of 1 0 years at date of grant The volatility rate is derived from historical index values of publicly-traded commercial banks with assets between $1 and $5 billion Index values of comparably sized companies were used as a proxy because the Companys common stock is not exchange-listed and there is not an active trading market for the common stock The dividend yield assumption is based o n the Companys expected dividend payouts
34
STANDARD BANCSHARES INC AND SUBSIDIARI ES
NOTES TO CONSOLIDATED FI NANCIAL STATEMENTS (in thousands except share data)
Note 1 3 - Employee Benefit Plans (Continued)
Risk free rate of return
2014 20 1 3
275 1 97 Time remaining until expiration of the options Volatility rate
1 O years 1 0 years 1 392 1 587
Dividend yield 000 000
A summary of the activity in the non-qualified stock option plan for 2014 follows Weighted Average
Weighted Remaining Average Contractual
Number of Exercise Term Time Vested Stock Options Shares Price (in years)
2014 Outstanding at beginning of year 1 46651 5 $ 465 915
Granted 1 1 701 95 515 916 Exercised
Expired
Forfeited (23545) 494 870
Outstanding at end of year 2613 165 $ 487 860
Exercisable at end of year 366629 $ 465 815
2013 Outstanding at beginning of year $ Granted 1 466515 465 9 15 Exercised
Expired
Forfeited
Outstanding at end of year 1 465515 $ 465 9 15
Exercisable a t end o f year $
Aggregate Intrinsic Value
$ 1 1 1 8
$ 238
$ 733
$
The weighted average fair value of time vested options granted during 201 4 and 201 3 was $1 21 and $1 3 2 per option respectively
35
STANDARD BANCSHARES INC AND SUBSIDIARI ES
NOTES TO CONSOLIDATED FI NANCIAL STATEMENTS (in thousands except share data)
Note 1 3 - Employee Benefit Plans (Continued)
Performance Vested Stock Options 2014 Outstanding at beginning of year
Granted
Exercised
Expired
Forfeited
Outstanding at end of year
Exercisable at end of year
2013 Outstanding at beginning of year
Granted
Exercised
Expired
Forfeited
Outstanding at end of year
Exercisable at end of year
1 466515
1 170195
(26909)
2609801
1 465515
1 465515
$ 465
515
490
$ 487
$
$ 465
$ 465
$
91 5
91 6
864
860
g_1 5
91 5
$ 1 1 1 8
$
$ 733
$
The weighted average fair value of performance vested options granted during 201 4 and 201 3 was $040 for each year
Time Ve ste d O ption s
The Company recognized $782 and $44 I of stock-based compensation expense related to the granting of time vested stock options for the years ended December 20 14 and 2013 respectively There were no time vested options granted in 2012
As of December 3 1 201 4 there was $2 1 30 of total unrecognized compensation cost related to nonshyvestediime vested options granted underthe Plan The unrecognized cost is expected to be recognized over a weighted-average period of 26 years
Performan ce Veste d O ption s
The value of the performance vested options is a function of 1 ) the likelihood of a n Exit Event and 2) the likelihood of that Exit Event achieving the 1 2 IRR threshold These weighted average probabilities are then m ultiplied by the full value of a time vested option to derive the value of the performance options
The valuation methodology for the performance vested options involved ihree separate analysis
I Sale of control analysis 2 Initial public offering analysis 3 Remain private analysis
There was no expense recorded in 201 4 and 201 3 related to the performance vested options
There were no performance vested options granted in 201 2
36
STANDARD BANCSHARES INC AND SUBSIDIARI ES
N OTES TO CONSOLI DATED FI NANCIAL STATEMENTS (in thousands except share data)
Note 1 3 - Employee Benefit Plans (Continued)
As of December 3 1 2014 there was $1 059 of total unrecognized compensation cost related to nonshyvested performance vested options granted under the Plan The cost is expected to be recognized when it is determined that it is probable that a qualifying Exit Event will occur
Note 1 4 - Commitments
Operating Leases
The Bank leases property at various branch locations unde r terms that are considered to be an operating lease The leases expire in various years through 2020 Office rent expense was $728 $875 and $919 for 2014 2013 and 2012 respectively
Other Co mmitments
The Bank has a contract with a computer seNice company that expires in 201 6 Data processing expense was $2729 $2746 and $2424 for 201 4 201 3 and 2012 respectively
Annual future minimum payments for these agreements are as follows
Note 1 5 - Income Taxes
Year ending December 31 201 5 201 6 2017 20 1 8 201 9 2020 and thereafter
$3037 2884
394 203 1 26
1 6 $6 660
The components of the provision (benefit) for income taxes are as follows
Current Deferred Total Tax Expense (Benefit)
2014 $ 3494
7 1 62 $ 1 0656
201 3 $ 2373
3425 $ 5798
2012 $ 1 306
(6928) $ (5622)
The effective tax rate differs from the federal statutory rate primarily due to the following
Tax at statutory federal income tax rate Tax exempt interest income State income taxes net of federal benefit BOLi income Meals and entertainment Non-deductible expenses Goodwill impairment
201 4
$8483 (133) 1 5 1 6 (486)
77 76
Stock settled rights expense 639
201 3 $ 4750
(82) 766
(486) 84
1 02
2012 $(1 2371 )
(1 08) (866) (500)
79 80
8 1 55
O th enet--=====48=====664=--====(-l --
$1 0656 $ 5798 $ (5622)
37
STANDARD BANCSHARES INC AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (in thousands except share data)
Note 1 5 - Income Taxes (Continued)
The net deferred tax asset included at December 31 2014 and 2013 consists of the following
2014 201 3 Gross deferred tax assets
Allowance for loan losses $19212 $23305 Other real estate owned 2866 49 1 6 Non-accrual loan interest 4064 3 991 State net operating loss 1 835 2358 Accrued compensation 1 938 1 471 Depreciation 1 387 1 412 FNMA amp FHLMC preferred stock 1 270 1 270 Other assets 271 434
Total gross deferred tax assets $32843 $39 157
Gross deferred tax liabilities Purchase accounting adjustments $ 1 069 $ 1 282 Mortgage servicing rights 946 1 060 Unrealized gainloss on AFS securities 1 1 9 692 Other liabilities 1 306 1 31
Total gross deferred tax liabilities $ 3440 $ 3 165
Net deferred tax asset $29403 $35992
At December 31 2014 the Company has $33929 of Illinois net operating loss carryforwards expiring in 2025 and $2330 Indiana net operating Joss expiring in 2025 and 2026 which will be available to reduce future taxable income
The Company does not expect the total amount of unrecognized tax benefrts to significantly change in the next twelve months The Company recognized no interest andor penalties related to tax matters in tax expense
The Company and its subsidiaries are subject to US federal income tax as well as income tax of the state of Illinois and Indiana The Company is no longer subject to examination by taxing authorities for years before 201 0
3 8
STAN DARD BANCSHARES INC AND SUBSIDIARIES
NOTES TO CONSOLI DATED FI NANCIAL STATEMENTS (in thousands except share data)
Note 1 6 - Contingent Liabilities and Commitments
The Company does not reflect in its financial statements various commitments and contingent liabilities which arise in the normal course of business and which involve elements of credit risk interest rate risk and liquidity risk These commitments and contingent liabilities are commitments to extend credit commercial letters of credit and standby letters of credit A summary of the Banks commitments and contingent liabilities at December 31 is as follows
Commitments to extend credit under Unused commercial and other lines of credit Unused equity lines of credit Standby letters of credit
2014 201 3
$262907 46 125 42041
$234893 52905 40284
Commitments to extend credit commercial letters of credit and standby letters of credit a l l include exposure to some credit loss in the event of nonperformance of the customer The Banks credit policies and procedures for credit commitments and financial guarantees are the same as those for extension of credit that are recorded on the consolidated balance sheet Because these instruments have fixed maturity dates and because many of them expire without being drawn upon they do not generally present any significant liquidity risk to the Bank The Bank has not incurred any significant losses on its commitments in either 2014 201 3 or 2012
The Bank is party to litigation and claims arising in the normal course of business Management after consultation with legal counsel believes that the liabilities if any arising from such litigation and claims will not be material to the Companys consolidated financial position
Note 1 7 - Derivatives
D erivative contracts entered into by the Company are limited to those that are treated as non-designated derivative instruments The Company provides customers with interest rate swap transactions and offsets the transactions with interest rate swap transactions with inter-bank dealer counterparties as a means of offering risk management solutions to customers As ofDecember 3 1 2014 there were $6006 outstanding in notional values of swaps where the Company pays a variable rate of interest and the customer pays a fixed rate of interest This position is offset with counterparty contracts where the Company pays a fixed rate of interest and receives a floating rate of interest The estimated fair value of interest rate swaps was recorded as an asset of $207 and as a liability of $214 as of December 31 2014 Swaps with customers and inter-bank dealer counterparties are carried at fair value with adjustments recorded in other income The net effect of fai r value adjustments running through the income statement was immaterial during the year ended December 31 2014 There were no interest rate swap derivatives as of December 3 1 2013
3 9
STANDARD BANCSHARES I NC AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (in thousands except share data)
Note 1 8 - Financial I nstruments Fair Value Disclosure
The fair value measurement accounting Hterature establishes a fair value hierarchy which requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value The standard describes three levels of inputs that may be used to measure fair value
1 Level 1 - Unadjusted quoted mariltet prices in active markets that are accessible at the measurement date for identical unrestricted assets
2 Level 2 - Significant other observable inputs other than Level 1 prices such as quoted market prices for similar assets and liabilities quoted prices in markets that are not active or other inputs that a re observable or can be corroborated by observable market data
3 Level 3 - Signlficant unobservable inputs that reflect a reporting entitys own assumptions about the assumptions that mariltet participants would use in pricing an asset o r liability
A financial instruments level within the fair value hierarchy is based on the lowest level of input that is significant to the fair value measurement
Fair values of assets measured on a recurring basis at December 3 1 2014 and 2013 are as follows
De ce mbe r31 2014 Financial Assets
Securities available-for-sale US government sponsored entities and agencies Mortgage-backed securities - residential Equity securities
Total securities available-for-sale
Derivatives
Financial Liabilities
Derivatives
De ce mbe r 31 2013 Financial Assets Securities available-for-sale
US government sponsored entities and agencies Mortgage-backed secu rities - residential Equity securities
Total securities available-for-sale
Fair Value
$1 46307 3668 4 41 9
$1 54 394
$ 207
$ 214
$ 1 24431 1 2203
2 954 $ 1 39 588
Fair Value Measurements Usin1 Quoted Significant P rices Other
in Active Observable Markets Inputs (Level 1 ) (Level 2)
$
392 $ 392
$ -
$ -
$
$1 46307 3668 4 027
$1 54 002
$ 207
$ 2 1 4
$ 1 24431 12203 1 984
$1 38 61 8
Significant Unobservable
Inputs (Level 3)
$
$
$
$
$
$
As of December 31 2014 and 2013 there were no transfers between levels
40
STANDARD BANCSHARES I NC AND SUBSI DIARIES
NOTES TO CONSOLI DATED FI NANCIAL STATEMENTS (in thousands except share data)
Note 1 8 - Financial I nstruments Fair Value Disclosure (Continued)
The fair values of marketable equity securities available-for-sale are generally determined by quoted market prices in active markets for each specific security (Level 1 measurement inputs) If Level 1 measurement inputs are not available for a marketable equity security the fair value is determined by the quoted market price of a similar security traded in an active market (Level 2 measurement inputs)
The fair values of debt securities available-for-sale are generally determined by matrix pricing which is a mathematical technique widely used in the industry to value debt securities without relying exclusively on quoted market prices for the specific securities b ut rather by relying on the securities relationship to other benchmark quoted securities (Level 2 measurement inputs)
Derivative s
The fair value of derivatives are based o n valuation models using observable market data a s of the measurement date (Level 2) Our derivatives are traded in an over-the-counter market where quoted market prices are not always available Therefore the fair values of derivatives are detenmined using quantitative models that utilized multiple market inputs The inputs will vary based on type of derivative but could include interest rates prices and indices to generate continuous yield or pricing curves prepayment rates and volatility factors to value the position The majority of market inputs are actively quoted and can be validated through external sources including brokers market transactions and thirdshyparty pricing services
Fair values of assets measured on a nonrecurring basis are as follows
Oe ce mbe r31 2014 Other real estate owned net Impaired loans Loans held for sale Mortgage servicing rights
De ce mbe r 31 2013 Other real estate owned net Impaired loans Loans held for sale Mortgage servicing rights
Fair Value
$ 1 6233 41 895
8274 2435
$12 930 54 1 62
5408 2726
Fair Value Measurements Using Quoted Significant Prices Other
in Active Observable Markets Inputs (Level 1 ) (Level 2)
$ $
8274
$ - $
5408
Significant Unobservable
Inputs (Level 3)
$ 1 6233 41 895
2435
$1 2930 541 62
2726
Other real estate owned are initially recorded at fair value less costs to sell when acquired and are subsequently measured at the lower of cost or fair value less estimated costs to sell Fair values are based on third party appraisals of the property or internal valuations on smaller properties using comparable market data and various external resources resulting in a level 3 classification When the carrying value exceeds the fair value less costs to sell an impairment loss is recognized
The fair value of impaired loans secured by real estate with specific allocations of the allowance for loan --------- 1osses-is-generally-based-on--recent-real-estate-appraisals-or-internal-valuations-on-smaller-prnperties--shy
using comparable market data and various external resources These appraisals may utilize a single
41
STANDARD BANCSHARES INC AND SUBSI DIARIES
NOTES TO CONSOLI DATED FI NANCIAL STATEMENTS (in thousands except share data)
Note 1 8 - Financial Instruments Fair Value Disclosure (Continued)
valuation approach or a combination of approaches including comparable sales and the income approach resulting in a level 3 classification
Loans held for sale are carried at the lower of cost or fair value which is evaluated on a pool-level basis The fair value of loans held for sale is determined using quoted prices for similar assets adjusted for specific attributes of that loan or other observable market data such as outstanding commitments from third party investors resulting in a level 2 classification
The Company records its mortgage servicing rights at fair value and includes them in other assets in the Consolidated Balance Sheets Mortgage servicing rights do not trade in an active market with readily observable prices Fair value is based on market process for comparable mortgage servicing contracts when available or alternatively is based on a valuation model that calculates the present value of estimated future net servicing income Key economic assumptions used in measuring fair value of mortgage servicing rights at December 31 2014 included prepayment speeds maturities and discount rates While market based data is used to determine the assumptions the Company incorporates its own estimates of the assumptions market participants would use in determining the fair value of mortgage servicing rights which results in a level 3 classification
De cembe r 31 2014 Assets Cash and cash equivalents Securities held-to-maturity Securities available-for-sale Loans - net Loans held for sale Federal Home Loan Bank stock at cost Accrued interest receivable Derivatives
Liabilities
Deposits Federal Home Loan Bank advances Accrued interest payable Derivatives
De ce mbe r 31 2013 Assets
Cash and cash equivalents Securities held-to-maturity Securities available-for-sale Loans - net Loans held for sale Federal Home Loan Bank stock at cost Accrued interest receivable
Liabi lities Deposits Accrued interest payable
42
Carrying Value
$ 1 99476 3888
1 54394 1 744331
8274 3247 59 1 9
207
$ 1 993572 1 5000
265 214
$ 234 1 83 1 762
1 39588 1 61 9995
5408 3 143 5 576
$1 91 9 1 05 286
Fair Value
$ 1 99476 3 564
1 54394 1 798279
8274 3247 591 9
207
$1 992796 1 4984
265 214
$ 234 1 83 1 41 5
1 39588 1 679668
5408 3 143 5576
$ 1 920335 286
STANDARD BANCSHARES I NC AND SUBSI DIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (in thousands except share data)
Note 1 8 - Financial I nstruments Fair Value Disclosure (Continued)
In estimating the fair value of certain assets and liabilities not previously presented the following assumptions were made
Cash and Cash Equivalents
The carrying amounts of cash and equivalents reported in the balance sheet approximate fair value
Securities
Estimated fair values of securities are based on one of three models 1 ) quoted market prices where available 2) quoted market prices for similar instruments if quoted market p rices are not available 3) unobservable data that represents the Banks assumptions about items that market participants would consider in determining the fair value where no market data is available
L oans
Fair values of loans excluding loans held for sale are estimated as follows For variable rate loans that re-price frequently and with no significant change in credit risk fair values are based on carrying values Fair values for other loans are estimated using discounted cash flow analyses using interest rates currently being offered for loans with similar terms to borrowers of similar credit quality to calculate the present value of future contractual principal and interest cash flows and discounting them back to the present using a discount rate Impaired loans are valued at the lower of cost or fair value as described previously The methods utilized to estimate the fair value of loans do not necessarily represent an exit price
The fair value of loans held for sale is estimated based upon binding contracts and quotes from third party investors
Federal Home Loan Bank (FHLB) Stock
The carrying amounts reported in the balance sheet approximate fair value
Accrued Interest Receivable I Payable
The carrying amounts reported in the balance sheet approximate fair value
Deposits
The fair values disclosed for demand deposits (eg interest and non-interest checking passbook savings and certain types of money market accounts) are by definition equal to the amount payable on demand at the reporting date (ie their carrying amount) The carrying amounts of variable rate fixed-term money market accounts and certificates of deposit approximate their fair values at the reporting Fair values for fixed rate certificates of deposit are estimated using a discounted cash flows calculation that applies interest rates currently being offered on certificates to a schedule of aggregated expected monthly maturities on time deposits
Federal Home Loan Bank Advances
The fair value of Federal Home Loan Bank advances is estimated using discounted cash flow analyses --------based-on-the-currentborrowing-rate-of-similartypes-of-advances
43
STANDARD BANCSHARES I NC AND SUBSIDIARI ES
NOTES TO CONSOLI DATED FINANCIAL STATEMENTS (in thousands except share data)
Note 1 8 - Financial I nstruments Fair Value Disclosure (Continued)
Off-balance sh eet in strum ents
Fair asset andor liability value of off-balance sheet financial instruments as described in Note 1 6 may be estimated by applying fees currently charged for comparable commitments Based upon the qual ity of these commitments and their demand in the financial market it has been assumed that there is no material difference in the estimated fair value
Note 1 9 - TARP Capital Purchase Program
On April 24 2009 the Company entered into a Letter Agreement with the United States Department of Treasury (the Treasury) pursuant to which the Company sold to the Treasury 6000 shares of the Companys Fixed Rate Cumulative Perpetual P referred Stock Series A for $60 million and a warrant to acquire $3 million of Fixed Rate Cumulative Perpetual P referred Stock Series B for a nominal exercise price Immediately upon consummation of the closing the Treasury exercised the warrant and acquired the Series B Preferred Stock The Preferred Stock Series A qualified as Tier 1 capital and paid cumulative dividends q uarterly at a rate of 5 per annum The P referred Stock Series B qualified as Tier 1 capital and paid cumulative dividends quarterly at a rate of 9 per annum The difference between the initial carrying value that was allocated to the Series B Preferred Stock and its redemption value of $3 million will be charged to retained earnings (with a corresponding increase in the carrying value of the Series B Preferred Stock) over the first five years of the contract as an adjustment to the dividend yield using the level yield method During 201 1 the Company elected to suspend dividend payments For the year ended December 31 2012 total dividends of $3462 had been declared but not paid On February 22 201 3 1 3548387 of common shares were issued to the US Treasury in exchange for the $60 million and $3 million of Fixed Rate Cumulative Preferred Stock Series A and Series B respectively The Treasury subsequently sold those shares to institutional investors at $465 per share In addition the Company paid $6 million of dividends to the Treasury which included 1 00 of past due dividends and dividends due through February 22 2013
Note 20 - Regulatory Matters
The Companys primary source of cash is dividends received from its subsidiary bank The subsidiary bank is subject to certain restrictions on the amount of dividends that it may declare without prior regulatory approva L In addition the dividends declared cannot be in excess of the amount which would cause the subsidiary bank to fall below the minimum required for capital adequacy purposes
Banks and bank holding companies are subject to regulatory capital requirements administered by federal banking agencies Capital adequacy guidelines and additionally for banks prompt corrective action regulations involve quantitative measures of assets liabilities and certain off-balance-sheet items calculated under reg ulatory accounting practices Capital amounts and classifications are also subject to qualitative judgments by regulators Failure to meet capital requirements can initiate regulatory action Management believes as of December 3 1 2014 the Company and Bank meet al l capital adequacy requirements to which they are subject
Prompt corrective action regulations provide five classifications well capitalized adequately capitalized undercapitalized significantly u ndercapitalized and critically undercapitaized although these terms are not used to represent overall financial condition If adequately capitalized regu latory approval is required to accept brokered deposits If undercapitalized capital distributions are limited as is asset growth and expansion and capital restoration p lans are required At year-end 201 4 and 2013 the most recent reg ulatory notifications categorized the Bank as well capitalized under the regulatory framework for prompt corrective action There are no conditions or events since that notification that management believes have changed the institutions category
44
STAN DARD BANCSHARES I NC AND SUBSI DIARI ES
NOTES TO CONSOLIDATED FI NANCIAL STATEMENTS (in thousands except share data)
Note 20 - Regulatory Matters (Continued)
The Banks actual and required capital amounts and ratios are as follows
To Be Well Capitalized U nder
For Capital Prompt Corrective Actual Adeguac[ Puqoses Action Provisions
Amount Ratio Amount Ratio Amount Ratio As of December 31 2014 Total Capital
(to risk-based assets) Company $271 785 143 $ 152226 80 NA NA Bank 269993 1 42 1 52229 80 $1 90286 1 00
Tier I Capital (to risk-based assets) Company 247887 1 30 76 1 1 3 40 NA NA Bank 246093 129 761 14 40 1 14 171 60
Tier I Capital (to average assets) Company 247887 1 08 92 1 26 240 NA NA Bank 246 093 1 07 92 1 09 240 1 1 5 1 36 2 5 0
As of December 31 2013 Total Capital
(to risk-based assets) Company $246213 1 38 $142344 280 NA NA Bank 244607 1 38 1 42 170 280 $ 1 77713 2100
Tier I Capital (to risk-based assets) Company 223444 126 71 1 72 240 NA NIA Bank 221 838 1 25 71 085 240 1 06628 2 60
Tier I Capital (to average assets) Company 223444 1 03 86430 240 NIA NA Bank 221 838 1 03 86450 240 1 08 063 2 50
45
STANDARD BANCSHARES INC AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (in thousands except share data)
Note 21 - Capital Management
The overall objectives of the Companys capital management are to have the availability of sufficient capital to support loan deposit and other asset and liability g rowth and to maintain capital to absorb unforeseen losses or write-downs that are inherent in the business risk associated within the banking industry The Company seeks to balance the need for higher capital levels to address growth and unforeseen risks and the goal to achieve an adequate return on capital invested
In July 201 3 the federal banking agencies issued a final rule revising the regulatory capital rules applicable to most national banks and federal savings associations as well as their holding companies generally beginning on January 1 201 5 The rule implements the Basel Committees December 201 O framework known as Basel I l l for strengthening the international capital standards as wel l as certain p rovisions of the Dodd-Frank Act The final ru le implements a revised definition of regu latory capita l a new common equity Tier 1 minimum capital requirement of 450 and a higher minimum Tier 1 capital requirement of 600 (which is an increase from 400) Under the final rule the total capital ratio remains at 800 and the minimum leverage ratio is 400
Additionally under the final rule in order to avoid l imitations on capital distributions including dividend payments and certain discretionary bonus payments to executive officers a banking organization must hold a 25 capital conservation buffer composed of common equity Tier 1 capital above its minimum risk-based capital requirements The b uffer is measured relative to risk-weighted assets The final rule also enhances risk sensitivity and addresses weaknesses identified by the regulators over recent years with the measure of risk-weighted assets
The new minimum capital requirements will b e effective for the Company on January 1 201 5 whereas the capital conservation buffer and the deductions from common equity Tier 1 capital phase in over time beginning on January 1 201 6
Capital Raise
On February 22 201 3 Standard Bancshares Inc completed its recapitalization by issuing 29864795 shares of common stock at $465 per share for gross proceeds of $ 1 389 million 1 3 548387 of the common shares were issued to the US Treasury (the Treasury) in exchange for the $63 million of Fixed Rate Cumulative Preferred Shares Series A and B The Treasury subsequently sold those shares to I nstitutional Investors at $465 per share An additional 16 316408 of common shares were issued to Institutional Investors and private investors Of the aggregate 29864795 common shares issued 1 9430750 are voting shares and 1 0434045 are mm-voting shares
In conjunction with the recapitalization the Articles of Incorporation of the Company were amended to authorize 20000000 shares of preferred stock at $001 par value No preferred stock has been issued as of December 31 2014
Sto ck Settled Rights (SSRs)
On February 22 201 3 in connection with the recapitalization of the Company the Board of Directors distributed as a dividend in kind 7293407 Stock Settled Rights (SSRs) to the holders of the Common Stock as of the Record Date (November 5 2012) The number of SSRs issued is equal to the product of (i) 03888 and (ii) 18757921 the number Common Shares outstanding as of the Record Date The estimated fair value of the SSRs completed by an independent third party as of September 30 2014 and February 22 201 3 was determined to be approximately $026 per SSR or $1 880 and approximately $021 per SSR or $1 532 respectively Expense recorded related to the SSRs was $1 880 in 2014 No expense was recorded in 201 3
46
STANDARD BANCSHARES INC AND SUBSI DIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (in thousands except share data)
Note 21 - Capital Management (Continued)
Stock Settled Rights (SSRs) (Continued)
The SSRs are structured as common stock dividends to be paid to certain common shareholders of the Company under specific conditions The amount of common stock to be distributed is determined by a formula that considers among other things the value of the outstanding common stock at the Settlement Date Settlement Date is defined as the earlier of (i) the date a liquidity event (an I POrecapitalization or a sale of control) occurs during the term of the SSRs and (ii) the SSR Expiration Date (February 22 201 8) The SSRs will be exercised based on the value of the common shares at that time subject to the Settlement Rate formula
The Accretion Rate is a component of the Settlement Rate It is either an middotannual rate of 80 or 120 with the value determined by the cum ulative economic losses that occur in the loan portfolio from June 30 201 1 to the time the SSRs are settled
On the Settlement Date the Company shall determine the number of shares of Common Stock issuable upon the settlement of an SSR The Settlement Rate shall be calculated based on a formula that considers among other factors the value per share of the common stock on a fully diluted basis reduced by the accretion rate with that number divided by the value per share of common stock on a fully diluted basis
If the Settlement Rate is greater than zero the Company shall issue and deliver to each of the SSR Holders a number of shares of Common Stock equal to the product of (i) the Settlement Rate multiplied by (ii) the number of SSRs held by such H older as reflected in the SSR register as of the close of business on the last Business Day prior to such Settlement Date
In connection with the occurrence of a Liquidity Event on or prior to the Expiration Date the Board of Directors may at its option and in its sole discretion order the redemption and the Company may redeem the SSRs in whole or in part at the redemption price per SSR based on a formula that considers the price per share of Common Stock at which the Company is valued on a fully diluted basis in connection with such Liquidity Event as determined in good faith by the Independent Committee plus a l l cash dividends paid oil the common stock from the date of issuance of the SSRs less $465 accreting on a daily basis at the Accretion Rate
The Company hired an independent third party firm to value the SSRs The following variables were taken into consideration when deriving a value for the SS Rs
1 ) The probability of a liquidity event (sale of control or PO) during the term of the SS Rs 2) The Accretion Rate assigned to the Settlement Rate of the SSRs 3) The estimated value of the Companys common stock at the earlier of a) a liquidity event or b)
the SSR Expiration Date (February 22 201 8) 4) The type of liquidity event that might occur 5) Future value parameters including a) tangible common book value b) earnings and c) market
conditions
The valuation of the common shares at the Settlement Date will depend on the Companys financial condition and the market pricing of financial institution stock both on a stand-alone basis and on a sale of control basis at that time
47
STANDARD BANCSHARES I NC AND SUBSIDIARI ES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (in thousands except share data)
Note 22 - Condensed Financial Statements
The Company was incorporated in I l linois on February 23 1 982 The Company accounts for its investment in subsidiaries under the equity method Under this method the investment is recorded at cost adjusted for the subsidiaries undistributed net income (loss) Presented below are the condensed financial statements of Standard Bancshares I nc (Parent Company Only)
Assets Cash Investment in subsidiaries Other assets
Total assets
CONDENSED BALANCE SH EETS DECEMBER 31 2014 AND 2013
Liabilities and shareholders equity Other liabilities Total stockholders equity
Total liabilities amp stockholders equity
2014 $ 4 163
264242 328
$268733
$ 2685 266048
$268733
CON DENSED STATEMENTS O F I N COME YEARS ENDED D ECEMBER 31 201 4 201 3 AND 201 2
2014 I ncome
Other income $
Expenses 2909 Loss before income taxes and equity in undistributed
earnings of subsidiaries (2909) Income tax benefit 88
Loss before equity in undistributed earnings of subsidiaries (2821)
Equity in undistributed earnings (loss) of subsidiaries 1 7 1 1 5
Net income (loss) 1 4294 Preferred dividends and discount accretion on preferred shares
Net income (loss) applicable to common shareholders $1 4294
48
201 3 $ 2 1 95
248 090 1 944
$252229
$ 322 251 907
$252229
201 3 201 2
$ $ 1
1 747 8539
(1 747) (8538) 291 1 0 1 7
(1 456) (7521) 9 629 (23241) 8 173 (30762) 1 1 24 4090
$ 7049 $(34852)
STAN DARD BANCSHARES INC AND SUBSIDIARIES
NOTES TO CONSOLIDATED FI NANCIAL STATEMENTS (in thousands except share data)
Note 22 - Condensed Financial Statements (Continued)
CONDENSE D STATEMENTS OF CASH FLOWS YEARS ENDED DECEMBER 31 2014 201 3 AND 201 2
Cash flows from operating activities Net income (loss)
Adjustments Equity in undistributed net (income) loss of subsidiaries Amortization Stock based compensation expense ( Increase) decrease in other assets Increase (decrease) in other liabilities
Net cash provided by (used in) operating activities Cash flows from financing activities
Issuance of common stock net of issuance costs Capital contribution to Standard Bank Repayment of note payable Cash Dividends
N et cash provided by financing activities
Net increase (decrease) in cash
Cash - beginning of year
Cash - end of year middot
Supplemental schedule of non-cash financing activities Change in par value on common stock Exchange of preferred stock to common stock
49
2014
$ 1 4294
( 17 1 1 5) 28
782 1 616 2363 1 968
1 968
2 1 95
$ 4 163
$ $
201 3
$ 8 1 73
(9629) 29
441 1 872
(4273) (3387)
68598 (41 500) ( 16 1 00)
(6026) 4972
1 585
6 1 0
$ 2 1 95
$ 4277 $63000
201 2
$(30762)
23241 6 1 67
( 1908) 2 043
( 1 2 1 9)
( 1 2 1 9)
1 829
$ 6 1 0
$ $
FORM FR Y-6
STANDARD BANCSHARES INC
Hickory Hills Illinois Year Ending Dccember31 2014
REPORT ITEM
1 The BHC Is not registered with the SEC Coples of the Annual Report Nil be sent undersepirate cover when completed
2a Organization Chart fo Standard BallCShares Inc
I THE BOULEVARD INC
SL John Indiana 100
JnCQrporated in Indiana
2b Branch Verification
STANDARD BANCSHARES INC Hickory Hills Illinois Jncorporateltl In Illinois
STANDARD BANKAND TRUST COMPANY Hickory Hills llllnois
Incorporated In lllnols 100
I STANDARD REDEVELOPMENT INC
Hickory Hills Illinois 100
Incorporated in Illinois
(Not subject to Y-10 reporting ) Code 91 CE - Liquidation Of debts previously contracted
The branch and lax-kl flStings were emailed to branch revieW on 223115
3 (1) As ofyear-end
Name and Address
Trident SBI Holdings lP Greeffilidl CT
Robert E Gallagher Sr Trust John D Gallagher Trustee Palos Heights IL
The Gallagher Standard Bancshares TR Timolhy J GaJagheuror Trustee Hickory Hitls IL
Pantheon Standard LP San Francisco CA
CohesVe Capital Parners LP New York NY W Capital Partners II LP NewYork NY
Couritrlt of Citizenship or lncorooratlon Number and Percentage Of Voting Serurtties
USA 5662194- 1483
USA 5516086 - 1444
USA 4382666 - 1 t47
USA 3762128-985
USA 2 150537 - S63
USA 2 150537 - 563
Note llle shares in the Robert E Gallagher Sr Tr are voted on by John D Gallagher Director of Standard Bank Tue shares Jn the Gallager Standard Bancshares Tr are voted on by Timolhy J Gallagher Director of Standard Bank
3 (2) OtherSharehofors oat listed in Section 3 (1) above that held more than 5 during the year
None
Resuhs A Ilse of branches forvour holdln1 company STANDARD 8ANCSHARES INC (1245590) or HICKORY HILLS IL
The d1ta are n of 12312014 Data re II Kb information tlat wu received aod processed throuah 01072015
Rconcill1Uon and Vc1Uon St I DI 1 In the DIH Action column of each br111Ch row enter one or mort of the actioru specified below
2 If required enter the date In the Ettcttve Olte column
-OK tf the bnch Information s correct enter OK in the Oita AdJon column
Chi nee If the bndl Information Is Incorrect Of Incomplete revt the data enter Chance In the Dita Action column ind the d11te when this infOfmation first became v1lid In the Effective Ote column
am If a bnch listed was sold or clowd enterOose In tht Dita Action column and the s1e or dosured11te In the EtfectW Olte colurm
Olete If a bru1eh listed wu never owntd by this depository Institution enter Delete In the Oeta Acckgtn column
Add If a rt portable brtinch Is mlsslna lnStrt a row add the branch data ald entu Add In the Olt1 Action column and the opening or acquisition date In the Effecttve Date column
If prntln1 this list you m1y need to adjust your page Utup In MS E11ce1 Try using landscape orientation page sollria andor legal sized paper
Submlnion PfOOtdurbull When you ire finished send a saved copy to vour FRB contact Su the detailed lnlttldlons on this si for more informatlon
II voY are mailinamp this to your FRB conttct put your lnstitutlon name dty and state In the subjact llrie of the e-nWI
Note To satisfy the FR Y-10 reportln1 requirements YoU must tiho submit FR Y-10 Domestic Branth Schedules for each branch with a Data Actlon of Olan1e Close Delete or Add
Thbull FR Y-10 report may be submitted 1n a hardcopy format or 11ia the FR Ymiddot10 OnH11e application middot httpsylOonllnefederalrerve1ov
bull FDtC UNINUM Office Number and ID_RSSO co1unvu ara for reference only Verification of these values is not required
- - 8nch Suvlce Type Branch 10 RSSO ia- terNeme Street Address City
ok FuUServltefHud Officel 19730 STAN OARD BANK ANO TRUST COMPANY 7800 WEST 9STH STREET HICKORY HILLS
ok Full Service 3202168 BOLINGBROOK BRANCH 282 NORTH WEBER ROAD BOLINGBROOK
ok Limited Strvce 4126065 CALUMET CITY 1968 SIBLEY BOULEVARD CALUMET CITY
FullSetvke 3309928 CLARK STREET 8RANOi 3747 NORnt CLARK STREET atlCAGO
ok FullServiett 474339 EWING BRANOf 10635 SOUTH EWING AVENUE CHICAGO
ok Full Servtce 2079925 HEGWISCH BRANCH 13336 SOUTH BALTIMORE AVENUE CHICAGO
ok limited Se-rvke 20817)5 SOUnt DERRING FACILITY 10535 SOVTH TORRENCE AVENUE CHICAGO
Full Service 4099271 THOREK BRANOi 836 WEST IRVING PARK ROAD OUCAGO
ok Full Service 2121280 COAL CITY BRANot 20 SOUTH KANKAKEE COAlCITY
full Service 2809038 EVERGREEN PARK BRANCH 2400 WEST 95TH STREET EVUtGREEN PARK
ok Full Service 3188909 FRANKFORT BRANCH 19997 LA GRANGE ROAD FRANKFORT
Full5etvice 810436 CiARONERBRANCJ1 118 DEPOT STREET GARDNER
ok FultSrvlct 3188897 JOLIET ampRANCJ1 2398 ESSINGTON ROAO JOLIET
Full Service 3439553 LOClCPORT BRANCH 16545 WEST 159TH STREET LOCKPORT
ok Full Service 290931 LYONSlST AVENUE BRANCH 8601 OGDEN AVENUE LYONS
ok Full Service 3671504 MINOOKA BRANCH 515 WESTUS ROUTE 6 MINOOKA
ok LlmltcServfce 2111338 MOAAIS LISBON BRANCH 1433 USBON STREET MORRIS
ok Full Servkt 2809010 MORRIS ROUTE 6 BRANCH 1111 WEST US ROUTpound 6 MORRIS
Ful1 Servlct 2809047 NAPERVILLE BRANCH 1607 NORTH AURORA ROAD NAPERVILLE
ok full 5ervfce 2809056 NEW LENOX BRANCH 456 NELSON ROAD NEW LENOX
Full sMce 2103129 OAK FOREST BRANOf 15901 SOUTH CENTRAL AVENUE OAX FOREST
ok Full SeMct 3490255 OAK LAWN lllTH BRANOf 4700 WEST 111TH STREET OAK LAWN
ok Full Sfrvlce 2096717 OAK LAWN 95TH BRANCH 4001 WEST 95TH STREET OAK LAWN
ok Full Service 2295538 ORLAND PARK BRANCH lSCXJO SOUTH WOLF ROAD ORLAND PARt
State VpCode
IL 60457
IL 60440
IL 60409
IL E06H
IL 00617
IL 0063
IL 00617
IL 60613
IL 60416
IL 60805
IL 6042
IL 60424
IL 60435
IL 60441
IL 60534
I L 60447
IL 60450
IL 60450
IL 60563
IL 60451
IL 60452
IL 60453
IL 60453
IL 60467
County CawN FDICUNINUM Offb Numberbull Haad otfice Head Office 10 RSSD Comments
COOK UNITEO STATES 10748 0 STANOARO BANK ANO TRUST COMPANY 19730
Will UN ITED STATES 419532 34 STANDARD BANK ANO TRUST COMPANY 19730
COOK UNITED STATES 510611 44 STANDARD BANK AND TRUST COMPANY 19730
COOK UNITpound0 STATES 429662 35 STANDARD BANK ANO TRUST COMPANY 19730
COOK UNITED STATES 12089 18 STANDARD BANK AND TRUST COMPANY 73ltgt
COOK UNITED STATES 244100 20 STANDARD BANK ANO TRUST COMPANY 19730
COOK UNITED STATES 244099 19 STANDARD BANK ANO TRUST COMPANY 19730
COOK UNITED STATpoundS 510612 4S STANDARD BANKANDTRUSTCOMPANV 1973ltgt
GRUNDY UNITED STATES 263852 17 STANDARD SANK AND TRUST COMPANY 730
COOK UNITED STATES 13875 4 STAN OARD BANK AND TRUST COMPANY 19730
Will UNITED STATES 357237 15 STAN OARD BANK AND TRUST COMPANY 19730
GRUNDY UNITED STATES 7234 1 STAN DARO BANK ANO TRUST COMPANY 19730
Will UNITED STATES 238ASA 13 STANDARD BANK ANO TRUST COMPANY 19730
Will UNlTEO STATES 450324 38 STAN OARD BANK AND TRUST COMPANY 19730
COOK UNITED STATES 10912 22 STANDARD BANK ANO TRUST COMPANY 19730
GRUNDY UNITED STATES 465426 42 STANDARD BANK AND TRUST COMPANY 1973ltgt
GRUNDY UNITED STATES 266774 16 STANDARD BANK ANO TRUST COMPANY 1730
GRUNDY UNITED STATES 2243S6 10 STANDARD BANK AND TRUST COMPANY 19730
OU PAGE UNITED STATES 238451 6 STANDARD BANK ANO TRUST COMPANY 19730
Will UNITED STATpoundS 238452 11 STAN OARD BANK ANO TRUST COMPANY 19730
COOK UNTED STATES 244101 21 STANDARD BANK AND TRUST COMPANY 19730
COOK UNITED STATES 441863 36 STANDARD BANK AND TRUST COMPANY 19730
COOK UNITED STATES 238447 1 STANDARD BANK AND TRUST COMPANY 19730
COOK UNITED STATES 238450 5 STANDARD BANt AND TRUST COMPANY 19730
ok Fullrvke 2100379 PALOS 11HH BfANOl 11901 SOUTHWEST HIGHWAY PALOSPARIC ll 00464 COOK UNITED STATES 238448 2 STAN DARO BANK AND TRUST COMPANY 19730
ok rulSltVice 2427544 PALOS lllST BRANCH 9700WEST lllST STREET PALOS PARK ll 00464 COOK UNlTEOSTATES 238449 3 STAN DARO BANK AND TRUST COMPANY 19730
ot llmtedSrvke 3490273 NORTH RIVERSIDE BRANCH BJSOWEST CERMAK ROAD RlvtRSlDE ll COOK UNITED STATES 441864 37 STANDARD BANK AND TRUST COMPANY 19730
ot FuLServke 3202171 SHOREWOOD BRANOl 970 BROOK FOREST AVENUE SHOREWOOD It - t UNITED STATES 419531 33 STANDARD BANICANDTRUSTCOMPANY 19730
ok FulSrvlee 3188918 VILLA PARK BfWIOi 1 WESrRoostVrlTROAD VlltAPARIC It 50181 OUPAGE UNITED STATES 238455 14 STANDARDBANKANDTRUSTCOMPANY 19730
ok FulSrvke WllMINGTON BRANCH lOOSSOUTH WATER STREET WILMINGTON It 004 lt UNITED STATES 238453 12 STANDARD BANK AND TRUST COMPANY 19730
ok Fulfrvk 3197031 CHESTERTON BRANCH middot 755 JNDIAN BOUNDARY ROAD OIESTERTON IN PORTER UNITEDSTAlES 275664 32 STANDARD BANK AND TRUST COMPANY 19730
ok ruUrvic 2161D17 EASTCHCAGO BRANCH 4518 lNOANAPOUS BOULEVARD EAST CHICAGO IN 46312 lAKE UNITEDSTAlES 29 STANDARDSANKANDTRUSTCOMPANY 19730
ok Fulrvk 4913n HAMMOND BRANCH 1007 CALUMET AVENUE HAMMOND IN 46324 AKE UNITEDSTAlES 42227 30 STANDARD BANK AND TRUST COMPANY 19730
Fulrvlc 2161D3S HIGHtAND BRANCH 2930 RIDGE ROAD HIGHLAND IN 46322 UNITEOSTAlES 275659 27 STANDARD BANK AND lRUST COMP AN I 19730
ot Futtsrvke 2161044 LOWHl BRANCH 2090 EAST COMMERICALAVENUE LOWELL IN 463Sfgt21r AKE ONITEDSTAlES 275661 28 STANDARD BANK ANDTRUSTCOMPANI 19730
ok Full Srvlce 3439562 MERRlllVlllE BRANCH 579WESTUNCOlN HIGHWAY MERRlllVlllE IN 46410 AKE ONlEO STATES 450325 39 STANDARD BANK AND TRUST COMPANI 19730
ok Full Srvice 453712 SAINT JOHN BRANCH 9321 WICKER AVENUE SAINT JOHN IN 46373middot00 AKE ONtlEDSTATES 42414 26 STANDARD BANK AND rnusr COMPANY 19730
middot
Report ttem 4 Directors and Office (1) Name amp Address
J-Ohn R Barber New York NY
Christopher Doody Ne-vYork NY
1pound1 Pnncipal Occupation [rtmiddotrmiddotwittl BHC
Mariaging Partner eohesiVe ea pita I
Princlpal Storm Point Capital
(3) (bull) TrtiePosition with BHC Diredor
Director
FORM FR Y-9
STANDARD BANCSHARES INC Fiscal YearEnding Decttmber3112014
(3) lb) ltlePosition wffi1 Subsidiaries
NIA
NIA
(3) (c TrtlePosltlon wttn otherbuslne$es
Managtng Partner Cohesive Capital
Principal Stone Point Ciipitit
bull Stone Point ls the manager of the TriOOnt funds which are investment entities that own 25 or morn of the outstanding voting seairities orinlerests in various companles Mr Doody ls an ernployee and officer of Stone Point and is oo deemed to contror S1oria Point or the Trldent Funds He is not a principal securities holder of Stone Point or the Trident Funds The invstmenl committees of the Trident Funds are responsible for voting the shares or such companies and Mr Doody is not a member of the investment committees of the Trident Fonds A sctiedule of such companies in which U1e Trident funds hnve invested is available upon request
John o Gallagher Ortand Park IL
Managing Genera[ Partner OfdlarU Hill Bldg Co
Director Dior-standarU Bank
Managin9 GenerBi Partner Orchard HlllmiddotB1dg Co President Ordiard Hm Building Co Inc
Managing Member Qnhard Hill Construction LLC
Managing Membelt Austin Construction Co bull LLC
Presdenl Bougton Development Co
President ennStructildeg Co lnc
Prestdenl middot Farmingdare Development eomiddot
middotana9in middotRa -middot middot fariTijngdre _Mittwo middot
Pldciit_ _ Fam1r9dale Utilify Co_
Managing Partner Frtz91erald Lad lnvestment Ptshp
(4) a) 1w of Voting Shares in BHC
563
middot1483
14450
(4)(o) (4) (b) Names of othfr companitts 4 of Voting (if 25 ormorl voting Shares in Subs securities a held
NIA
NIA
NIA
NIA
NIA
NIA
NIA
NIA
NIA
NIA
Dryden Cons1rudioo Co Inc 100
NIA
NIA
NIA
Frtzgerald Land Investment Plshp 25
(1) Name amp Mdlt=
John D Gallagher CJriand Pru IL
(2) Principal rbull _ BHC1
(3) (b) TdfePosition wiU1 SubsXfiarics
(J)(c TrtiePttSition wTUi other buslncssts
Trustee-Vote 100 Galla171ormiddot Henr)Tnisl
- Gallagher amp Henry Inc
Prumlaquo GaDaQhef Parloecs LP GB4 Jnc
Managing Partner Gl6mwod DevelopmElnt Co
Managmjl farlnelt Heruy Co Managmo Hermann Umd Investment Ptshp
Managing- Kolarlrugtd I lgthp Preltldeot Kokast -kimes Inc
PreSdenl Coo$trixtioo middotmiddot nc
- -MiAdams 400 Investment Ptshp
Msoagir(Q Partner Meifefl1 id lnpoundiiini _Pthp Managing Partner sr middotGod 1nVeslmoo Pbhp Managiog Partnef
-LampftPtshp TruSt6e
ThOGalfaghmiddotorSliujiini middot Trust
(4) (bull) of Voting Shares in BHC
(4) (b) of Voting Shares In SUbs
Names of other companies frf 25 degmom voting securiDes arn heJd NIA
NIA
NIA
NIA
NIA
NIA
NIA
Hennarm Lnnd Investment Ptshp 25
K6irland lovStrnerrlPiStip 25 NIA
NIA
NIA
Laod lNeStrnloi PlShp 25
df1li3 lfjJrlvtrpnt PWiP 25
Land l hp 25
e(Lao1fl PtShp 25_-xmiddotmiddot middot
standard tWesTrust 25 middot
(1) Name amp Address
Tnnothy J GsJlaghet Burr Ridge IL
(2) Principal Occupation [d other than with BHC)
(J) (a) TrltePosifion wtth BHC
(3)(b) TdiePosffion wittl Subskfcuies
OlaHrnan of the Board
(J) (c) TitlePosition with other businees
PreOOeot Brittany Glen Homeownoc l=gtc Suffield Woods Homeowner Assoc FanntngdaJe Viage Com Assoc fumlogdale Vdlage Com Assoc 2 Misty Meadoyenr Homeowner Assoc 1ltings1on Hills liomeOMler Assoc Gallagheramp Henrys Condos Goodiogs Grove Assoc Ganaghcr amp Heruys Goocfings Grove Umbretia Assoc Farmingdale Vil Cooos of Woodridge Homeowner Assoc Radc5ffe rtMe TOvlfflhomes Assoc
BNC OWnefs Assodatioo
Boughton Woodward Commenial Center LLC su-lgle MembeltUC- GB4 i5 member
Union Poirrte Investors Uc Sing1e MemberlLC- Union PcWe Oevclopmeot Co b member
Uoion POOte Buadlog Venture 1lLC Union 00rt lnvestorn LlC ts member Union Pofrrte Buikfing Venlilre 112 LLC Unton Point nveslor lLC is member
Union Pointe Boikfing Venture 3 LLC Union Poinl lnveslors UC is member
standgtnJ Bank -ALm1 Construction Co LlC
Pminlaquo Frtzyerald Lnnd Investment Pbttp
(lt)(bull) ofVotlng Shares in BHC
11520
(4) (b) ofVotiog Shares in Subs
NIA
Names of other companies (If 25 or l1XgtflJ voting securities aro held
NIA NIA NIA NIA NIA NIA NIA WA NIA NIA NIA
WA
NIA
WA
WA
NIA
NIA
WA
NIA
NIA
NIA
WA
WA
(1) =
Timothy J GJJbghctshyBorr Ridge IL
(2) Principal (if oUJef than wtth BHC)
3 (a) TitlePosition wilh BHC (3) 1c) Trtielosilion with other businesses ampcretuy amp Henry Inc
_ GieoMXgtd Developmeot Co
Partner Hermann Land Investment Pt5hp KOOr land Investment Ptstip
Secret3y Kolcast Homes loo
__ Koamp Construction Co Inc
Secrebgty Ordnrd Hin Buikfing Co Inc
Pa1nelt srrvb land 1ovestrnent Pshp -Smotelt Land Investment Ptshp Trustee- Vote 100 The Gollagher stmdafd
Trust
-- uruoo Pointe Development Co
lt4)(a) ofVotiog Shares in BHC
(4) (b) of Voting Shares In Sobs
tfamos of othcreomnk (lf25 ormoro vo6ng sccuritios arc held
NIA
NIA
NIA
Hennano Land Investment Ptshp 25
Kolar land Investment Pshp 25
NIA
NIA
NIA
Maas Land Investment Ptshp 25
McAdams Iand lnv=tmeni Plshp 25
Medema land lnvestme111 Ptshp 25
NIA
NIA
NIA
Slivka land Investment Plshp 25
SmoterUmd I Ptshp 25
Unkio Pointe Devdopmcot Co 25
(11 (21 Pl (a) 3 (b) 3) c) 4 (a) (4)b) Names of othelt com pan Name amp Adqross princi Occupation TJdcPositiorl TJHePositiorl TrticPosIDon of Voting of Voting [If 25 or mon voting
(if other than with Bl tc) wtth SHC with Subsidiaries with other businesses Shares In BHC Shares in Subs securities are heJd
Timothy J GaUagilet Slaquoretmy GB4 Inc SurRXgeIL GB4 lnc 251
Uoioo Polnte Bonding Venture 3 UC NIA Uoiont PoCnt lnves1ocs LLC is member
Lawraooe P Kelley NIA DirododVJCO Chaifman Oamp-edooVlce Chairman NIA 023lt))1 NIA NIA Pltullt IL PreraquoleoUCEO -0-0
standam Bank
Atampief Ko-arldt NIA DirodOlt Dirodoc NIA 0140 NIA NIA 1-fmsdak ll -
Howrd K Priess JI - deg Dirodoc Solo Pradiltgtoelt 0140 NIA NIA NapeMe IL Standard Bank
Owner White Oak Construction LlC Wh4te Oak Construction LLC 100
Robert A RoslKWt NIA Lead ndepcodeot Director oltedoc NIA D140( NIA NIA QOCago u standanl Bank
Charles E Shomo rv NIA deg Ciredor NIA 013lfI( NIA NIA Bur Ridgo IL standam Bank
Patrick J Hunt NIA _ Executive VPCFO NIA 008 NIA NIA Palos Heights IL EVPCfO standanl Bank
deg Scoltzu NIA Asst VPJAssl Asst VPAsst Secy NIA 00CXgt1 NIA NIA
Everyreen Park IL Sea-- SiandagtO Bank
STANDARD BANCSHARES INC AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (in thousands except share data)
Note 4 - Loans (Continued)
of type and geographic location within our market area Management monitors and evaluates real estate loans based on cash flow collateral location and risk grade criteria
The residential real estate portfolio consists of 1-4 family first lien loans secured by the borrowers home and are generally within our market area Any loans outside our market area are to customers with homes or businesses in our market areas
The consumer loans consist of loans to individuals for consumer purposes home equity loans home equity lines of credit and second mortgages Consumer loans are centrally underwritten utilizing various loan policy guidelines that take into consideration the borrowers ability to repay and the collateral offered
At December 31 2014 and 2013 certain officers directors and companies in which they have beneficial ownership were indebted to the Bank in the aggregate amount of $32267 and $36457 respectively During 2014 no new loans were made to such related parties and net repayments on existing loans amounted to $4 1 90 During 2013 new loans made to such related parties amounted to $389 and net repayments on existing loans amounted to $2082
19
STANDARD BANCSHARES INC AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (in thousands except share data)
Note 4 - Loans (Continued)
All owance fo r Credit L osses
Following is a summary of the activity in the allowance for credit losses
Commercial Commercial Real Estate Real Estate Non-owner Owner Residential
December 31 2014 Construction Commercial Occu12ied Occu12ied Real Estate Consumer Total
Allowance for loan losses
Beginning balance $ 16575 $ 2072 $ 3390 $ 1 2255 $ 3545 $ 3057 $ 40895
Provision for credit losses (1 945) 1981 5370 (3859) 193 1 228 2967
Loans charged-off (1 1 039) ( 1 717) (4247) (2632) (475) (994) (211 04)
Recoveries 2 833 _llsect 200 __sectQ __fil1_ 3 562
Total ending allowance balance $_JJA23 L2A28 $_A79j_ $ 5 955 $ 3 323 $ 26 320
Commercial Commercial Real Estate Real Estate Non-owner Owner Residential
December 31 2013 Construction Commercial Occu12ied 0CCUQied Real Estate Consumer Total
Allowance for loan losses
Beginning balance $17755 $ 4168 $ 1 3052 $ 18109 $ 3317 $ 2805 $ 59206
Provision for credit losses 6401 (724) (839) 2310 742 861 8751
Loans charged-off (7635) (1472) (1 0720) (8237) (515) (659) (29238)
Recoveries _M __jQQ ---1sectfil 74 __ 1 -2Q --2J1sect Total ending allowance balance $16 57S $2J)72 $ 3 390 $ 12 256 L351s UD57 $ 40 895
Commercial Commercial Real Estate Real Estate Non-owner Owner Residential
December 31 2012 Construction Commercial Occu12ied 0CCUQied Real Estate Consumer Total
Allowance for loan losses
Beginning balance $13016 $ 3214 $ 5275 $ 11620 $ 1975 $ 1860 $ 36960
Provision for credit losses 791 6 4614 8620 6815 3149 2270 33384
Loans charged-off (6354) (3937) (917) (401) (1841) (1362) (14812)
Recoveries ---11lZ _____fl_ 74 75 ___M ___E 3 674
Total ending allowance balance $1L155 $A1fill iil3 052 gt rn ms $ 3 3JZ $ 2 605 $ 59 206
20
STANDARD BANCSHARES INC AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (in thousands except share data)
Note 4 - Loans (Continued)
The following tables present the balance of the allowance for loan losses and the recorded investment in loans by portfolio segment and based on impairment method
December 31 201 4
Allowance for Joan losses
Ending balance individually evaluated for impainnent
Ending balance collectively evaluated for impainnent
Total ending allowance
Loans Ending balance individually evaluated
for impainnent Ending balance collectively evaluated
for impainnent
Total ending loan balances
Oecember 31 2013
Allowance for loan losses
Ending balance individually evaluated for impainnent
Ending balance collectively evaluated for impainnent
Total ending allowance
Loans Ending balance individually evaluated
for impainnent Ending balance collectively evaluated
for impainnent
Total ending Joan balances
Construction
s 5136
1 287
_$ 6 423
$ 20252
90 091
$jj0 343
Construction
$ 14662
1 913
_$ J6 szs
$ 35249
1 05 045
S140 29plusmn
Commercial
$ 601
1 827
_$ 2 428
$ 871
448470
$449 34j
Commercial
$ 461
1 6 1 1
$ 2 OZ2
$ 2294
322604
$32plusmn 888
2 1
Commercial Real Estate Non-owner Occupied
$ 1 373
3 41 8
$ 4Z9J
$ 1 5345
411 698
$427 043
Commercial Real Estate Non-owner Occupied
$ 1 865
1 525
$ 3 390
$ 1 5176
404 599
$4J9 ZZ5
Commercial Real Estate
Owner Occupied
$ 5 1 6
5 449
_$ 5 965
$ 6706
562563
$569 269
Commercial Real Estate
Owner Occupied
$ 3331
8 925
$ j2 256
$ 1 7201
533699
$550 900
Residential Real Estate
$ 1 665
1 658
$ 3 323
$ 5795
1 1 2817
$118 612
Residential Real Estate
$ 1 496
2 049
$ 3 545
$ 3799
1 1 3 544
S1H 343
Consumer Total
s 2 160 s 1 1 451
1 230 14 869
_$ 3 GO $ 76320
s 4377 $ 53346
92689 1 71 8328
_$ 97 066 $j Vj 674
Consumer Total
s 1 334 $ 23149
1 723 17 746
$ 3 057 $ 40 895
$ 3592 $ 77311
1 0 5072 1 584 563
S10B 664 S1 661 8Z4
STANDARD BANCSHARES INC AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (in thousands except share data)
Note 4 - Loans (Continued)
The following tables present loans individually evaluated for impairment by class of loans
Unpaid Allowance for Average Principal Recorded Loan Losses Recorded
December 31 2014 Balance Investment Allocated Investment
Wrth no related allowance recorded Construction $1 4349 $ 2200 $ $ 2824
Commercial 1 866 266 623
Commercial real estate non-owner occupied 12128 1 0392 1 1 282
Commercial real estate owner occupied 1 0541 3771 3617
Residential real estate 999 999 1 1 58
Consumer 2 557 ____1MQ --- -----1m Subtotal $42440 $1 91 87 _$ __
- $20780
With an allowance recorded
Construction $24344 $1 8052 $5 136 $27023
Commercial 605 605 601 1 498
Commercial real estate non-owner occupied 7149 4953 1 373 4132
Commercial real estate owner occupied 3163 2935 5 1 6 8607
Residential real estate 4796 4796 1 665 3736
Consumer _____bill_ _____bill_ ____lJ_sectQ 2 997
Subtotal $42875 $34159 $1 1 451 $47993
Construction $38693 $20252 $5136 $29847
Commercial 2471 871 601 2121
Commercial real estate non-owner occupied 1 9277 1 5345 1 373 1 5414
Commercial real estate owner occupied 1 3704 6706 5 1 6 1 2224
Residential real estate 5795 5795 1 665 4894
Consumer 5 375 4 377 ____lJ_sectQ 4 273
Total $1U51 S6JUL1
22
Interest Income
Recognized
$ 460
69
361 2 1 9
5 1
___g $ 11 92
$ 325 1 1
72
1 1 5
1 20
$ 676
$ 785
80
433
334
1 71
-----2i $1 868
STANDARD BANCSHARES INC AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (in thousands except share data)
Note 4 - Loans (Continued)
Unpaid Allowance for Average Interest
Principal Recorded Loan Losses Recorded Income December 31 201 3 Balance Investment Allocated Investment Recognized
With no related allowance recorded Construction $ 3440 $ 2790 $ $ 6783 $ 1 5
Commercial 1 761 1 761 1 828 76
Commercial real estate non-owner occupied 9051 9051 1 0068 410
Commercial real estate owner occupied 3664 341 3 1 368 84
Residential real estate 1 284 1 284 1 254 26
Consumer 1 477 ------1Jn --- ____1dQsect_ ___2Q Subtotal $20677 $1 9426 L____ $22809 LJill
With an allowance recorded
Construction $41 71 0 $32459 $1 4662 $32 188 $ 671
Commercial 533 533 461 499 6
Commercial real estate non-owner occupied 6125 6125 1 865 1 1 128 45
Commercial real estate owner occupied 20172 1 3788 3331 1451 6 318
Residential real estate 25 1 5 251 5 1 496 2170 1 01
Consumer 2 465 2 465 Subtotal $73520 $57885 $23149 $62354 llill
Construction $45150 $35249 $14662 $38971 $ 686 Commercial 2294 2294 461 2327 82
Commercial real estate non-owner occupied 1 5176 1 5176 1 865 21 1 96 455
Commercial real estate owner occupied 23836 17201 3331 15884 402
Residential real estate 3799 3799 1 496 3424 1 27
Consumer 3 942 3592 3 361 ___sectpound Total $M1_9Z $77 311 $23 149 $ll_5_1fill $1 814
23
STANDARD BANCSHARES INC AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (in thousands except share data)
Note 4 - Loans (Continued)
Unpaid Allowance for Average Interest
Principal Recorded Loan Losses Recorded Income December 31 2012 Balance I nvestment Allocated I nvestment Recognized
With no related allowance recorded Construction $ 2712 $ 1 819 $ $ 3600 $ 346
Commercial 1 763 1 410 1 931 7
Commercial real estate non-owner occupied 1 448 1 448 2451 1 5
Commercial real estate owner occupied 2238 2238 9805 60
Residential real estate
Consumer ---1Jlllli - ---1Jm --- ---
Subtotal $1 0056 $ 741 3 L___ $1 9690
With an allowance recorded Construction $43737 $ 39645 $12359 $45048 $ 455
Commercial 270 270 271 276
Commercial real estate non-owner occupied 27925 27489 1 1 777 20670 709
Commercial real estate owner occupied 4584 4584 1 782 4252 88
Residential real estate 3824 1 622 802 3842 88
Consumer 2885 ____LlQsect ______lQg Subtotal $83225 $ 7481 6 $27300 $76986 $ 1 373
Construction $46449 $41 464 $1 2359 $48648 $ 801 Commercial 2033 1 680 271 2207 7
Commercial real estate non-owner occupied 29373 28937 1 1 777 23121 724
Commercial real estate owner occupied 6822 6822 1 782 14057 148
Residential real estate 3824 1 622 802 3842 88
Consumer 4 780 1 704 ______lQg _isectQ1 ___TI Total Sfil281 $R222_9_
Interest income recognized includes interest accrued and collected on the outstanding balances of accruing impaired loans as well as interest cash collections on non-accruing loans and impaired loans for which the ultimate collectability of principal is not certain
24
STANDARD BANCSHARES INC AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (in thousands except share data)
Note 4 - Loans (Continued)
The following is an analysis of the age of the recorded investment in past due and nonaccrual Joans
December 31 2014
Construction
Commercial Commercial real estate
non-owner occupied Commercial real estate
owner occupied Residential real estate
Consumer
Total
December 31 201 3
Construction
Commercial Commercial real estate
non-owner occupied Commercial real estate
owner occupied
Residential real estate
Consumer
Total
Credit Qu ality Indicators
30-59 days
$ 398
714
122 726
1 457
30-59 days
$
1 89
41
61
907
_____sectQl_ $2 061
90 days or more past
due and 60-89 days accruing
$ 72 $
1 53
290 533
1 1 5 944 1 5
_filsect ___fil_ S2115 $_Z1fi
90 days or more past due and
60-89 days occruing
$ 672 $
66
770
395 1 9
886 248
-11sect _____sect $2 907 $_3j_Q
Total Past Current Non-accrual Due Loans Total
$20252 $20722 $ 89621 $ 1 1 0343
871 1 738 447603 449341
7291 81 1 4 41 8929 427043
26 1 2 2849 566420 569269 6424 8109 1 1 0503 1 1 861 2
4 039 6235 90 831 97 066
$41 489_ $1 723 907 $1 V1 674
Total Past Current Non-accrual Due Loans Total
$1 7361 $18033 $ 1 22261 $ 1 40294
479 734 324164 324898
6230 7041 412734 41 9775
131 08 13583 537317 550900
551 8 7559 1 09784 1 1 7343
4 1 76 5200 1 03 464 1 08 664
$52 150 $1 609 724 $1 661 874
The Company categorized its non-homogenous Joans into risk categories based on relevant information about the ability of borrowers to service the debt such as among other factor$ current financial information historical payment experience credit documentation public information and current economic trends The Company analyzes loans individually by classifying the Joan as to credit risk This analysis is done annually on a Joan by loan basis The Company uses the following definitions for classified risk ratings
Pass Loans classified as Pass are considered to be performing Joans that have adequate cash flow andor collateral based upon our underwriting process
Special Mention Loans classified as special mention have a potential weakness that deserves managements close attention If left uncorrected these potential weaknesses may result in deterioration of the repayment prospects for the Joan or of the institutions credit position at some future date
25
STANDARD BANCSHARES INC AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (in thousands except share data)
Note 4 - Loans (Continued)
Substandard Loans designated as substandard are inadeq uately protected by the current net worth and paying capacity of the obligor or the collateral pledged if any Loans have a wellshydefined weakness or weaknesses that jeopardize the liquidation of the debt They are characterized by the distinct possibility that the Bank will sustain some loss if the deficiencies are not corrected
Performing Not Rated Loans classified as Performing Not Rated are considered to be performing loans at the time of u nderwriting but historically ones in which we do not obtain updated financial information after the loans are originated These are generally consumer loans first mortgage home loans and home equity loans
Loans not meeting the criteria above are analyzed individually as part of the above described process and are considered to be unclassified loans Based on the most recent analysis perfornied the loan risk classifications are as follows
Special Performing December 31 2014 Pass Mention Substandard Not Rated Total
Construction $ 80127 $ 7719 $ 21249 $ 1 248 $ 1 1 0343
Commercial 442867 4915 1 559 449341
Commercial real estate non-owner occupied 399762 1 8880 8401 427043
Commercial real estate owner occupied 531 31 5 27295 1 0659 569269
Residential real estate 29747 1 1 9 8250 80496 1 1 8612
Consumer 8 91 0 312 5 939 81 905 97 066
Total $1 192 728 $ 59240 $ 56 057 SJ63 649 S1 ZZJ 6H
Special Performing December31 2013 Pass Mention S ubstandard Not Rated Total
Construction $ 90330 $ 9396 $ 37394 $ 3174 $ 1 40294
Commercial 309074 1 0445 4489 890 324898
Commercial real estate non-owner occupied 400738 10570 8467 419775
Commercial real estate owner occupied 502095 1 0840 37965 550900
Residential real estate 3567pound 1 09 7881 73677 1 17 343
Consumer 9 099 -----1fill 7 828 89 826 1 08664
Total SJ 47 OJ2 M32Z1 $104 021 S167 567 $1 661 871
The Bank considers the performance of the loan portfolio and its impact on the allowance for loan losses For residential and consumer loan classes the Bank evaluates credit q uality based on the payment and aging status of the loan Payment status is reviewed on a q uarterly basis with respect to determining adequacy of the allowance for Joan losses
26
STAN DARD BANCSHARES INC AND SUBSI DIARIES
NOTES TO CONSOLI DATED FI NANCIAL STATEMENTS (in thousands except share data)
Note 4 - Loans (Continued)
Tro ubled Debt Restructurings (TOR)
Loans classified as TD Rs totaled $1 8541 as of December 31 201 4 of which $1 5665 were performing and $2876 were on non-accrual loans classified as TDRs totaled $1 8095 as of December 31 201 3 of which $1 6596 were performing and $1 499 were on non-accrual
The Bank has allocated $1 797 and $ 1 3 1 4 in specific reserves to customers whose loan terms have been modified in troubled debt restructurings as of December 31 201 4 and 201 3 The Bank has committed to lend additional amounts of $45 and $26 as of December 31 201 4 and 201 3 to customers with outstanding loans that are considered to be troubled debt restructurings These loans involved the restructuring of terms to allow customers to mitigate the risk of foreclosure or default by meeting a lower loan payment requirement based upon their current cash flow These may also include loans that renewed at existing contractual rates but below market rates for comparable credit For commercial loans these m odifications typically include a lowering of the interest rate on the loan In some cases the modification will include separating the note into two notes with the first note structured to be supported by current cash flows and collateral and the second note made for the remaining unsecured debt The second note is charged off immediately and collected only after the first note is paid in full This modification type is commonly referred to as an A-B note structure For consumer mortgage loans the restructuring typically includes a lowering of the interest rate to provide payment and cash flow relief For each restructuring a comprehensive credit underwriting analysis of the borrowers financial condition and prospects of repayment under the revised terms is performed to assess whether the structure can be successful and that cash flows will be sufficient to support the restructured debt Anmiddot analysis is also performed to determine whether U1e restructured loan should be on accrual status Generally if the loan is on accrual at the time of restructure it will remain on accrual after the restructuring In some cases a nonaccrual loan may be placed on accrual at restructuring if the loans actual payment h istory demonstrates it would have cash flowed under the restructured terms After six consecutive payments under the restructured terms a nonaccrual restructured loan is reviewed for possible upgrade to accruing status
As with other impaired loans an al lowance for loan loss is estimated for each TOR based on the most likely source of repayment for each loan For impaired loans secured by real estate that are collateral dependent the allowance is computed based on the fair value of the underlying collateral For impaired loans where repayment is expected from cash flows from business operations the allowance is computed based on a discounted cash flow computation
27
STANDARD BANCSHARES INC AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (in thousands except share data)
Note 4 - Loans (Continued)
Troub led Debt Restructurings (TOR) (Continued)
The following table presents loans by c lass modified as troubled debt restructurings that occurred during the years ended December 31 2014 and 2013
Pre- Post-modification modification
Number outstanding outstanding 2014 of loans recorded recorded
investment investment Construction 1 $ 706 $ 813 Commercial real estate owner occupied 2 483 564 Residential real estate 3 1206 1 206 Consumer 5 563 563
Total 11 $2958 $3146
2013 Commercial real estate non-owner occupied 3 $14371 $ 8 670 Commercial real estate owner occupied 3 3505 3581 Commercial 2 1758 1804 Residential real estate 1 403 403
Total 9 $20037 $1 4458
The troubled debt restructurings modified in 2014 and 2013 described above increased the allowance for credft losses by $784 and $317 and did not result in any post-modification charge offs during the years ended December 31 2014 and 2013 respectively
28
STAN DARD BANCSHARES I NC AND SUBSIDIARI ES
NOTES TO CONSOLI DATED FI NANCIAL STATEMENTS (in thousands except share data)
Note 4 - Loans (Continued)
Tro uble d Debt R estructurings TOR ) (Continued)
The following table presents troubled debt restructurings by class and type of modification that occurred during the years ended December 31 2014 and 2013
AB Note Rate Restructure Reduction
2014 Construction $ $ -
Commercial real estate owner occupied 48
Residential Real Estate Consumer 218
Total $ $266
AIB Note Rate Restructure Reduction
2013 Commercial real estate non-
owner occupied $13901 $ 470 Commercial real estate
owner occupied 3073 Commercial 1758 Residential Real Estate 403
Total $13901 $5704
29
Rate Reduction
To Pay amp Advance Taxes of Funds
$ $ 706
435
$435 $ 706
Rate Reduction
To Pay amp Advance Taxes of Funds
$ $
432
$432 $
I nterest Only
Period
$
1206 345
$1551
I nterest Only
Period
$
$
Total
$706
483 1206
563 $2958
Total
$14371
3505 1758
403 $20037
STANDARD BANCSHARES I NC AND SUBSI DIARIES
NOTES TO CONSOLI DATED FINANCIAL STATEMENTS (in thousands except share data)
Note 4 - Loans (Continued)
Troubled Deb t Restru cturings (TOR) (Continued)
The following table presents loans by class modified as troubled debt restructurings for which there was a payment default within twelve months fol lowing the modification during the year ended December 3 1 2014 There were no payment defaults within twelve months following the modification during the year ended December 31 201 3
2014 Commercial
N umber of loans
1
Recorded Investment
$1 600
The troubled debt restructurings that subsequently defaulted in 2014 described above increased the allowance for credit losses by $233 during the year ended December 31 2014 In 2013 there were no troubled debt restructurings for which there was a payment default within twelve months following the modification The troubled debt restructurings resulted in $1600 of charge offs during the year ended December 31 201 4 The troubled debt restructurings did not result in any charge offs during the year ended 2013
Note 5 - Mortgage Servicing Rights
Following is a summary of the activity for mortgage servicing rights
Beginning balance Costs capitalized Accumulated amortization
Ending balance
2014 $ 2726
544 (835)
$ 2 435
2013 $ 2169
1 339 (782)
$ 2 726
2012 $ 1525
1434 (790)
$ 2 169
The aggregate fair value of mortgage servicing rights is based on fundamental analysis and the present value of expected future cash inflows In estimating fair value assumptions have been made regarding prepayment default and interest rates Mortgage servicing rights do not trade in an active market with readily observable prices The Company uses an independent third party to determine the fair value of mortgage servicing rights by estimating the fair value of the future cash flows associated with the mortgage loans being serviced Key economic assumptions used in measuring the fair value of mortgage servicing rights include but are not limited to prepayment speeds discount rates delinquencies and costs to service
A fair market estimate was completed by an independent third party in November 201 4 to determine the amount at which the asset could be exchanged in a current transaction between willing parties other than in a forced liquidation or sale Fair value was estimated based in part on the discounted future cash flows estimated to be received The evaluation used a discount rate for each pool of loan servicing rights which is intended to represent the estimated market yield and estimated cash flow for each pool of servicing rights by utilizing an assumed prepayment speed based on the characteristics of each pool No assurance can be given that the actual prepayments will conform to the prepayment speeds assumed The calculated fair value was compared to market values where possible to ascertain the reasonableness of the valuation in relation to the current market expectations
Mortgage servicing rights outstanding Estimated fair value as a percentage of loans serviced Principal value of loans serviced Estimated fair value of servicing rights outstanding
30
201 4 $ 2435
083 $394217 $ 3272
201 3 $ 2726
083 $382221 $ 3 1 72
STANDARD BANCSHARES INC AND SUBSIDIARIES
NOTES TO CONSOLI DATED FINANCIAL STATEMENTS (in thousands except share data)
Note 6 - Premises and Equipment
Major classifications of these assets are summarized as follows
Land Bank premises Furniture and equipment
Accumulated depreciation Premises and equipment - net
2014 $ 21 699
58 179 31 388
1 1 1 266 (50352)
$ 609 14
201 3 $ 2361 0
69 1 33 44467
1 3721 0 (71 428)
$ 65782
Depreciation expense amounted to $3479 $3668 and $3949 in 2014 201 3 and 2012 respectively_
The Company sold land buildings and vehicles for total proceeds of $1 824 $2 and $1 8 resulting in gross gains on sales of $49 1 $1 and $ 1 8 in the years ending December 3 1 2014 201 3 and 201 2 respectively
In December 2014 the Company signed a definitive agreement to enter into a sale-leaseback of land and buildings for two of its locations The Company designated $ 1 462 of premises as held for sale No write-down was taken at the time of transfer as the assets were anticipated to be sold at a gain In February 2015 the Company closed on a transaction a portion of the gain on sale was recognized in non-interest income The remaining gain was deferred and will be amortized into non-interest income over the lease term
Note 7 - Other Real Estate Owned
Activity in other real estate owned is summarized as followsmiddot
Beginning balance Acquired through or in lieu of foreclosure Proceeds from sales Gain (loss) on sales Write down on other real estate owned
Ending Balance
2014 $ 1 2 930
6 035 (2004)
426 ( 1 1 54)
$1 6233
2013 $1 6896
3 912 (51 35)
170 (2913)
$1 2930
201 2 $ 1 1 496
1 2 1 08 (4096)
(1 36) (2476)
$ 1 6 896
Operating expenses associated with other real estate owned net of write-downs on other real estate owned were $498 $1 96 and $976 in 2014 201 3 and 201 2 respectively
Note 8 - Intangibles
Core deposits Accumulated amortization Core deposits net
2014 2013
$ 8946 (7798)
$ 1 148
$ 8946 (7 1 05)
$ 1 841
Amortization expense amounted to $693 $789 and $885 in 2014 2013 and 20 12 respectively Core deposit intangibles are amortized over an estimated life of fifteen years
middot----- l n-201-2-the-Gompany-reGorded-a-ful l-write-down-of-$239g7-of-goodwill-as-it-was-determined-t0-be--shy
impaired_
3 1
STAN DARD BANCSHARES INC AND SUBSI DIARIES
NOTES TO CONSOLI DATED FI NANCIAL STATEMENTS (in thousands except share data)
Note 9 - Bank Owned Life Insurance
The Bank acquired life insurance policies through prior bank acquisitions and by direct purchase At December 3 1 2014 and 2013 the cash surrender value of these policies was $48470 and $47033 respectively No additional l ife insurance was purchased during 2014 or 2013
Note 10 - Deposits
Deposits at December 3 1 2014 and 2013 by major category are as follows
Demand deposits Non-interest-bearing Interest-bearing
Total demand deposits Savings deposits Time deposits Brokered deposits
Total deposits
2014
$ 612646 492 799
1 1 05445 374142 405857 1 08 1 28
$1 993 572
201 3
$ 536325 525 145
1 061 470 36341 8 427815
66 402
$1 91 9 1 05
The aggregate amount of deposits reclassified as loans (overdrafts) amounted to $2548 and $2781 at December 3 1 2014 and 201 3 respectively
Time deposits that met or exceed the FDIC insurance limit of $250 at year-end 201 4 and 2013 were $1 1 0 1 77 and $92681 respectively
At December 3 1 2014 scheduled maturities of certificates of deposit including brokered deposits are as follows
201 5 2016 2017 201 8 201 9 2020 and thereafter
$408455 65585 1 9838
9830 1 0277
$513 985
Deposits from related parties totaled $33614 and $32595 at December 31 2014 and 201 3 respectively
32
STANDARD BANCSHARES INC AND SU BSI DIARIES
NOTES TO CONSOLI DATED FINANCIAL STATEMENTS (in thousands except share data)
Note 1 1 - Advances from Federal Home Loan Bank
There were no outstanding advances with the Federal Home Loan Bank at December 3 1 201 3 The indebtedness to the Federal Home Loan Bank at December 3 1 2014 was $1 5000 consisting of the following fixed rate advances
Due Date
June 27 201 6 June 27 201 6
Total advances
I nterest Rate
057 057
2014
$1 3000 2 000
$1 5 000
Al l advances and letters of credit from the Federal Home Loan Bank (FHLB) were secured by a g eneral lien on qualifying commercial real estate residential mortgages and home equity loans of the Bank Each advance is payable at its maturity date with a prepayment penalty for fixed rate advances Letters of credit outstanding from the FHLB totaled $3872 and $41 946 at year-end 2014 and 201 3 respectively The advances and letters of credit were collateralized by $679990 of commercial real estate and mortgage loans in 2014 and $203845 of mortgage loans under a blanket lien arrangement at year-end 2013 Based on this collateral and the Companys holdings of FHLB stock the Company was eligible to borrow up to a total of $26951 3 at year-end 2014
Note 1 2 - Other I ncome
Other income consists of the following
Gain (loss) on sale of other real estate owned Gain on sale of premises and equipment Debit cardATM fees Trust feesBrokerage Fees Loan fees and commissions Cash management Bank Owned Life Insurance income Miscellaneous income
Total other income
33
2014
$ 426 491
28 1 8 2533
658 2641 1 437
921
lll 1 925
201 3 201 2
$ 1 70 $ ( 1 36) 1 1 8
2935 2829 2364 1 927
680 932 2286 2020 1 437 1 469 1 267 886
ll1 1 1 40 ll 9 945
STANDARD BANCSHARES INC AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (in thousands except share data)
Note 1 3 - Employee Benefit Plans
Profit Sharing
The Companys bank subsidiary maintains a defined contribution 401 (k) Plan Under terms of the Plan employees meeting age and service requirements may elect to have their compensation reduced and have that amount contributed to the Plan as a salary deferral contribution The Bank at its discretion may make a matching contribution to the Plan equal to a u niform percentage of the salary deferral contributions Apart from any matching contribution the Bank may also make a separate discretionary contribution to the Plan The final liability for matching contributions if any is determined after yearshyend requiring the Bank to estimate its discretionary contribution expense at year end Contribution expense recorded by the Bank amounted to approximately $ 1 1 79 $1 254 and $ 1 685 for 2014 201 3 and 201 2 respectively
Non-Qualified Plan
The Bank maintains a non-qualified deferred compensation plan for a select group of management and employees as determined by the Board of Directors Annual awards if any are based o n preshyestablished performance criteria which are communicated to eligible employees Benefits under the Plan vest after a five year period The liability under the Plan was $403 and $503 as of December 3 1 2014 and 201 3 respectively There was n o expense recorded in 2014 2013 o r 2012
Non qualified Sto ck Option Plan
Pursuant to the Capital Raise Investment Agreements on February 1 2 20 1 3 the Board of Directors of the Company adopted the Standard Bancshares Inc Stock Option Incentive Plan to be effective immediately after the Closing of the capital raise (please refer to Note 21 ) Pursuant to the Stock Option Incentive Plan the Compensation Committee of the Board of Directors of the Company is authorized to grant Incentive Stock Option awards Nonqualified Stock Option awards or a combination thereof to certain officers directors consultants or employees of the Company or any of its Subsidiaries or Affiliates aggregating up to 5402524 shares of the Companys common stock
The option price per share of stock purchasable under a stock option shall not be less than 1 00 of the fair market value of the common stock on the day of the grant Stock option vesting is based o n two components 1 ) a time vested option that vests over four years one fourth on each of the first four anniversaries from the option grant date and 2) a performance vested option that vests if there is an exit event resulting in the investor actually realizing an internal rate of return (RR) greater than or equal to 1 2 based on their original investment of $465 per share on February 22 201 3 Vesting is subject to acceleration in certain circumstances The options will expire if not exercised within 1 0 years of the
middot
date of grant and under certain other (employment) circumstances
The fair value of options granted was estimated on the date of grant using the Black Scholes optionsshypricing model using the assumptions noted in the table and commentary below The risk free rate of return is based on the constant maturity yield of a US Treasury note with a fixed rate term of 1 0 years at date of grant The volatility rate is derived from historical index values of publicly-traded commercial banks with assets between $1 and $5 billion Index values of comparably sized companies were used as a proxy because the Companys common stock is not exchange-listed and there is not an active trading market for the common stock The dividend yield assumption is based o n the Companys expected dividend payouts
34
STANDARD BANCSHARES INC AND SUBSIDIARI ES
NOTES TO CONSOLIDATED FI NANCIAL STATEMENTS (in thousands except share data)
Note 1 3 - Employee Benefit Plans (Continued)
Risk free rate of return
2014 20 1 3
275 1 97 Time remaining until expiration of the options Volatility rate
1 O years 1 0 years 1 392 1 587
Dividend yield 000 000
A summary of the activity in the non-qualified stock option plan for 2014 follows Weighted Average
Weighted Remaining Average Contractual
Number of Exercise Term Time Vested Stock Options Shares Price (in years)
2014 Outstanding at beginning of year 1 46651 5 $ 465 915
Granted 1 1 701 95 515 916 Exercised
Expired
Forfeited (23545) 494 870
Outstanding at end of year 2613 165 $ 487 860
Exercisable at end of year 366629 $ 465 815
2013 Outstanding at beginning of year $ Granted 1 466515 465 9 15 Exercised
Expired
Forfeited
Outstanding at end of year 1 465515 $ 465 9 15
Exercisable a t end o f year $
Aggregate Intrinsic Value
$ 1 1 1 8
$ 238
$ 733
$
The weighted average fair value of time vested options granted during 201 4 and 201 3 was $1 21 and $1 3 2 per option respectively
35
STANDARD BANCSHARES INC AND SUBSIDIARI ES
NOTES TO CONSOLIDATED FI NANCIAL STATEMENTS (in thousands except share data)
Note 1 3 - Employee Benefit Plans (Continued)
Performance Vested Stock Options 2014 Outstanding at beginning of year
Granted
Exercised
Expired
Forfeited
Outstanding at end of year
Exercisable at end of year
2013 Outstanding at beginning of year
Granted
Exercised
Expired
Forfeited
Outstanding at end of year
Exercisable at end of year
1 466515
1 170195
(26909)
2609801
1 465515
1 465515
$ 465
515
490
$ 487
$
$ 465
$ 465
$
91 5
91 6
864
860
g_1 5
91 5
$ 1 1 1 8
$
$ 733
$
The weighted average fair value of performance vested options granted during 201 4 and 201 3 was $040 for each year
Time Ve ste d O ption s
The Company recognized $782 and $44 I of stock-based compensation expense related to the granting of time vested stock options for the years ended December 20 14 and 2013 respectively There were no time vested options granted in 2012
As of December 3 1 201 4 there was $2 1 30 of total unrecognized compensation cost related to nonshyvestediime vested options granted underthe Plan The unrecognized cost is expected to be recognized over a weighted-average period of 26 years
Performan ce Veste d O ption s
The value of the performance vested options is a function of 1 ) the likelihood of a n Exit Event and 2) the likelihood of that Exit Event achieving the 1 2 IRR threshold These weighted average probabilities are then m ultiplied by the full value of a time vested option to derive the value of the performance options
The valuation methodology for the performance vested options involved ihree separate analysis
I Sale of control analysis 2 Initial public offering analysis 3 Remain private analysis
There was no expense recorded in 201 4 and 201 3 related to the performance vested options
There were no performance vested options granted in 201 2
36
STANDARD BANCSHARES INC AND SUBSIDIARI ES
N OTES TO CONSOLI DATED FI NANCIAL STATEMENTS (in thousands except share data)
Note 1 3 - Employee Benefit Plans (Continued)
As of December 3 1 2014 there was $1 059 of total unrecognized compensation cost related to nonshyvested performance vested options granted under the Plan The cost is expected to be recognized when it is determined that it is probable that a qualifying Exit Event will occur
Note 1 4 - Commitments
Operating Leases
The Bank leases property at various branch locations unde r terms that are considered to be an operating lease The leases expire in various years through 2020 Office rent expense was $728 $875 and $919 for 2014 2013 and 2012 respectively
Other Co mmitments
The Bank has a contract with a computer seNice company that expires in 201 6 Data processing expense was $2729 $2746 and $2424 for 201 4 201 3 and 2012 respectively
Annual future minimum payments for these agreements are as follows
Note 1 5 - Income Taxes
Year ending December 31 201 5 201 6 2017 20 1 8 201 9 2020 and thereafter
$3037 2884
394 203 1 26
1 6 $6 660
The components of the provision (benefit) for income taxes are as follows
Current Deferred Total Tax Expense (Benefit)
2014 $ 3494
7 1 62 $ 1 0656
201 3 $ 2373
3425 $ 5798
2012 $ 1 306
(6928) $ (5622)
The effective tax rate differs from the federal statutory rate primarily due to the following
Tax at statutory federal income tax rate Tax exempt interest income State income taxes net of federal benefit BOLi income Meals and entertainment Non-deductible expenses Goodwill impairment
201 4
$8483 (133) 1 5 1 6 (486)
77 76
Stock settled rights expense 639
201 3 $ 4750
(82) 766
(486) 84
1 02
2012 $(1 2371 )
(1 08) (866) (500)
79 80
8 1 55
O th enet--=====48=====664=--====(-l --
$1 0656 $ 5798 $ (5622)
37
STANDARD BANCSHARES INC AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (in thousands except share data)
Note 1 5 - Income Taxes (Continued)
The net deferred tax asset included at December 31 2014 and 2013 consists of the following
2014 201 3 Gross deferred tax assets
Allowance for loan losses $19212 $23305 Other real estate owned 2866 49 1 6 Non-accrual loan interest 4064 3 991 State net operating loss 1 835 2358 Accrued compensation 1 938 1 471 Depreciation 1 387 1 412 FNMA amp FHLMC preferred stock 1 270 1 270 Other assets 271 434
Total gross deferred tax assets $32843 $39 157
Gross deferred tax liabilities Purchase accounting adjustments $ 1 069 $ 1 282 Mortgage servicing rights 946 1 060 Unrealized gainloss on AFS securities 1 1 9 692 Other liabilities 1 306 1 31
Total gross deferred tax liabilities $ 3440 $ 3 165
Net deferred tax asset $29403 $35992
At December 31 2014 the Company has $33929 of Illinois net operating loss carryforwards expiring in 2025 and $2330 Indiana net operating Joss expiring in 2025 and 2026 which will be available to reduce future taxable income
The Company does not expect the total amount of unrecognized tax benefrts to significantly change in the next twelve months The Company recognized no interest andor penalties related to tax matters in tax expense
The Company and its subsidiaries are subject to US federal income tax as well as income tax of the state of Illinois and Indiana The Company is no longer subject to examination by taxing authorities for years before 201 0
3 8
STAN DARD BANCSHARES INC AND SUBSIDIARIES
NOTES TO CONSOLI DATED FI NANCIAL STATEMENTS (in thousands except share data)
Note 1 6 - Contingent Liabilities and Commitments
The Company does not reflect in its financial statements various commitments and contingent liabilities which arise in the normal course of business and which involve elements of credit risk interest rate risk and liquidity risk These commitments and contingent liabilities are commitments to extend credit commercial letters of credit and standby letters of credit A summary of the Banks commitments and contingent liabilities at December 31 is as follows
Commitments to extend credit under Unused commercial and other lines of credit Unused equity lines of credit Standby letters of credit
2014 201 3
$262907 46 125 42041
$234893 52905 40284
Commitments to extend credit commercial letters of credit and standby letters of credit a l l include exposure to some credit loss in the event of nonperformance of the customer The Banks credit policies and procedures for credit commitments and financial guarantees are the same as those for extension of credit that are recorded on the consolidated balance sheet Because these instruments have fixed maturity dates and because many of them expire without being drawn upon they do not generally present any significant liquidity risk to the Bank The Bank has not incurred any significant losses on its commitments in either 2014 201 3 or 2012
The Bank is party to litigation and claims arising in the normal course of business Management after consultation with legal counsel believes that the liabilities if any arising from such litigation and claims will not be material to the Companys consolidated financial position
Note 1 7 - Derivatives
D erivative contracts entered into by the Company are limited to those that are treated as non-designated derivative instruments The Company provides customers with interest rate swap transactions and offsets the transactions with interest rate swap transactions with inter-bank dealer counterparties as a means of offering risk management solutions to customers As ofDecember 3 1 2014 there were $6006 outstanding in notional values of swaps where the Company pays a variable rate of interest and the customer pays a fixed rate of interest This position is offset with counterparty contracts where the Company pays a fixed rate of interest and receives a floating rate of interest The estimated fair value of interest rate swaps was recorded as an asset of $207 and as a liability of $214 as of December 31 2014 Swaps with customers and inter-bank dealer counterparties are carried at fair value with adjustments recorded in other income The net effect of fai r value adjustments running through the income statement was immaterial during the year ended December 31 2014 There were no interest rate swap derivatives as of December 3 1 2013
3 9
STANDARD BANCSHARES I NC AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (in thousands except share data)
Note 1 8 - Financial I nstruments Fair Value Disclosure
The fair value measurement accounting Hterature establishes a fair value hierarchy which requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value The standard describes three levels of inputs that may be used to measure fair value
1 Level 1 - Unadjusted quoted mariltet prices in active markets that are accessible at the measurement date for identical unrestricted assets
2 Level 2 - Significant other observable inputs other than Level 1 prices such as quoted market prices for similar assets and liabilities quoted prices in markets that are not active or other inputs that a re observable or can be corroborated by observable market data
3 Level 3 - Signlficant unobservable inputs that reflect a reporting entitys own assumptions about the assumptions that mariltet participants would use in pricing an asset o r liability
A financial instruments level within the fair value hierarchy is based on the lowest level of input that is significant to the fair value measurement
Fair values of assets measured on a recurring basis at December 3 1 2014 and 2013 are as follows
De ce mbe r31 2014 Financial Assets
Securities available-for-sale US government sponsored entities and agencies Mortgage-backed securities - residential Equity securities
Total securities available-for-sale
Derivatives
Financial Liabilities
Derivatives
De ce mbe r 31 2013 Financial Assets Securities available-for-sale
US government sponsored entities and agencies Mortgage-backed secu rities - residential Equity securities
Total securities available-for-sale
Fair Value
$1 46307 3668 4 41 9
$1 54 394
$ 207
$ 214
$ 1 24431 1 2203
2 954 $ 1 39 588
Fair Value Measurements Usin1 Quoted Significant P rices Other
in Active Observable Markets Inputs (Level 1 ) (Level 2)
$
392 $ 392
$ -
$ -
$
$1 46307 3668 4 027
$1 54 002
$ 207
$ 2 1 4
$ 1 24431 12203 1 984
$1 38 61 8
Significant Unobservable
Inputs (Level 3)
$
$
$
$
$
$
As of December 31 2014 and 2013 there were no transfers between levels
40
STANDARD BANCSHARES I NC AND SUBSI DIARIES
NOTES TO CONSOLI DATED FI NANCIAL STATEMENTS (in thousands except share data)
Note 1 8 - Financial I nstruments Fair Value Disclosure (Continued)
The fair values of marketable equity securities available-for-sale are generally determined by quoted market prices in active markets for each specific security (Level 1 measurement inputs) If Level 1 measurement inputs are not available for a marketable equity security the fair value is determined by the quoted market price of a similar security traded in an active market (Level 2 measurement inputs)
The fair values of debt securities available-for-sale are generally determined by matrix pricing which is a mathematical technique widely used in the industry to value debt securities without relying exclusively on quoted market prices for the specific securities b ut rather by relying on the securities relationship to other benchmark quoted securities (Level 2 measurement inputs)
Derivative s
The fair value of derivatives are based o n valuation models using observable market data a s of the measurement date (Level 2) Our derivatives are traded in an over-the-counter market where quoted market prices are not always available Therefore the fair values of derivatives are detenmined using quantitative models that utilized multiple market inputs The inputs will vary based on type of derivative but could include interest rates prices and indices to generate continuous yield or pricing curves prepayment rates and volatility factors to value the position The majority of market inputs are actively quoted and can be validated through external sources including brokers market transactions and thirdshyparty pricing services
Fair values of assets measured on a nonrecurring basis are as follows
Oe ce mbe r31 2014 Other real estate owned net Impaired loans Loans held for sale Mortgage servicing rights
De ce mbe r 31 2013 Other real estate owned net Impaired loans Loans held for sale Mortgage servicing rights
Fair Value
$ 1 6233 41 895
8274 2435
$12 930 54 1 62
5408 2726
Fair Value Measurements Using Quoted Significant Prices Other
in Active Observable Markets Inputs (Level 1 ) (Level 2)
$ $
8274
$ - $
5408
Significant Unobservable
Inputs (Level 3)
$ 1 6233 41 895
2435
$1 2930 541 62
2726
Other real estate owned are initially recorded at fair value less costs to sell when acquired and are subsequently measured at the lower of cost or fair value less estimated costs to sell Fair values are based on third party appraisals of the property or internal valuations on smaller properties using comparable market data and various external resources resulting in a level 3 classification When the carrying value exceeds the fair value less costs to sell an impairment loss is recognized
The fair value of impaired loans secured by real estate with specific allocations of the allowance for loan --------- 1osses-is-generally-based-on--recent-real-estate-appraisals-or-internal-valuations-on-smaller-prnperties--shy
using comparable market data and various external resources These appraisals may utilize a single
41
STANDARD BANCSHARES INC AND SUBSI DIARIES
NOTES TO CONSOLI DATED FI NANCIAL STATEMENTS (in thousands except share data)
Note 1 8 - Financial Instruments Fair Value Disclosure (Continued)
valuation approach or a combination of approaches including comparable sales and the income approach resulting in a level 3 classification
Loans held for sale are carried at the lower of cost or fair value which is evaluated on a pool-level basis The fair value of loans held for sale is determined using quoted prices for similar assets adjusted for specific attributes of that loan or other observable market data such as outstanding commitments from third party investors resulting in a level 2 classification
The Company records its mortgage servicing rights at fair value and includes them in other assets in the Consolidated Balance Sheets Mortgage servicing rights do not trade in an active market with readily observable prices Fair value is based on market process for comparable mortgage servicing contracts when available or alternatively is based on a valuation model that calculates the present value of estimated future net servicing income Key economic assumptions used in measuring fair value of mortgage servicing rights at December 31 2014 included prepayment speeds maturities and discount rates While market based data is used to determine the assumptions the Company incorporates its own estimates of the assumptions market participants would use in determining the fair value of mortgage servicing rights which results in a level 3 classification
De cembe r 31 2014 Assets Cash and cash equivalents Securities held-to-maturity Securities available-for-sale Loans - net Loans held for sale Federal Home Loan Bank stock at cost Accrued interest receivable Derivatives
Liabilities
Deposits Federal Home Loan Bank advances Accrued interest payable Derivatives
De ce mbe r 31 2013 Assets
Cash and cash equivalents Securities held-to-maturity Securities available-for-sale Loans - net Loans held for sale Federal Home Loan Bank stock at cost Accrued interest receivable
Liabi lities Deposits Accrued interest payable
42
Carrying Value
$ 1 99476 3888
1 54394 1 744331
8274 3247 59 1 9
207
$ 1 993572 1 5000
265 214
$ 234 1 83 1 762
1 39588 1 61 9995
5408 3 143 5 576
$1 91 9 1 05 286
Fair Value
$ 1 99476 3 564
1 54394 1 798279
8274 3247 591 9
207
$1 992796 1 4984
265 214
$ 234 1 83 1 41 5
1 39588 1 679668
5408 3 143 5576
$ 1 920335 286
STANDARD BANCSHARES I NC AND SUBSI DIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (in thousands except share data)
Note 1 8 - Financial I nstruments Fair Value Disclosure (Continued)
In estimating the fair value of certain assets and liabilities not previously presented the following assumptions were made
Cash and Cash Equivalents
The carrying amounts of cash and equivalents reported in the balance sheet approximate fair value
Securities
Estimated fair values of securities are based on one of three models 1 ) quoted market prices where available 2) quoted market prices for similar instruments if quoted market p rices are not available 3) unobservable data that represents the Banks assumptions about items that market participants would consider in determining the fair value where no market data is available
L oans
Fair values of loans excluding loans held for sale are estimated as follows For variable rate loans that re-price frequently and with no significant change in credit risk fair values are based on carrying values Fair values for other loans are estimated using discounted cash flow analyses using interest rates currently being offered for loans with similar terms to borrowers of similar credit quality to calculate the present value of future contractual principal and interest cash flows and discounting them back to the present using a discount rate Impaired loans are valued at the lower of cost or fair value as described previously The methods utilized to estimate the fair value of loans do not necessarily represent an exit price
The fair value of loans held for sale is estimated based upon binding contracts and quotes from third party investors
Federal Home Loan Bank (FHLB) Stock
The carrying amounts reported in the balance sheet approximate fair value
Accrued Interest Receivable I Payable
The carrying amounts reported in the balance sheet approximate fair value
Deposits
The fair values disclosed for demand deposits (eg interest and non-interest checking passbook savings and certain types of money market accounts) are by definition equal to the amount payable on demand at the reporting date (ie their carrying amount) The carrying amounts of variable rate fixed-term money market accounts and certificates of deposit approximate their fair values at the reporting Fair values for fixed rate certificates of deposit are estimated using a discounted cash flows calculation that applies interest rates currently being offered on certificates to a schedule of aggregated expected monthly maturities on time deposits
Federal Home Loan Bank Advances
The fair value of Federal Home Loan Bank advances is estimated using discounted cash flow analyses --------based-on-the-currentborrowing-rate-of-similartypes-of-advances
43
STANDARD BANCSHARES I NC AND SUBSIDIARI ES
NOTES TO CONSOLI DATED FINANCIAL STATEMENTS (in thousands except share data)
Note 1 8 - Financial I nstruments Fair Value Disclosure (Continued)
Off-balance sh eet in strum ents
Fair asset andor liability value of off-balance sheet financial instruments as described in Note 1 6 may be estimated by applying fees currently charged for comparable commitments Based upon the qual ity of these commitments and their demand in the financial market it has been assumed that there is no material difference in the estimated fair value
Note 1 9 - TARP Capital Purchase Program
On April 24 2009 the Company entered into a Letter Agreement with the United States Department of Treasury (the Treasury) pursuant to which the Company sold to the Treasury 6000 shares of the Companys Fixed Rate Cumulative Perpetual P referred Stock Series A for $60 million and a warrant to acquire $3 million of Fixed Rate Cumulative Perpetual P referred Stock Series B for a nominal exercise price Immediately upon consummation of the closing the Treasury exercised the warrant and acquired the Series B Preferred Stock The Preferred Stock Series A qualified as Tier 1 capital and paid cumulative dividends q uarterly at a rate of 5 per annum The P referred Stock Series B qualified as Tier 1 capital and paid cumulative dividends quarterly at a rate of 9 per annum The difference between the initial carrying value that was allocated to the Series B Preferred Stock and its redemption value of $3 million will be charged to retained earnings (with a corresponding increase in the carrying value of the Series B Preferred Stock) over the first five years of the contract as an adjustment to the dividend yield using the level yield method During 201 1 the Company elected to suspend dividend payments For the year ended December 31 2012 total dividends of $3462 had been declared but not paid On February 22 201 3 1 3548387 of common shares were issued to the US Treasury in exchange for the $60 million and $3 million of Fixed Rate Cumulative Preferred Stock Series A and Series B respectively The Treasury subsequently sold those shares to institutional investors at $465 per share In addition the Company paid $6 million of dividends to the Treasury which included 1 00 of past due dividends and dividends due through February 22 2013
Note 20 - Regulatory Matters
The Companys primary source of cash is dividends received from its subsidiary bank The subsidiary bank is subject to certain restrictions on the amount of dividends that it may declare without prior regulatory approva L In addition the dividends declared cannot be in excess of the amount which would cause the subsidiary bank to fall below the minimum required for capital adequacy purposes
Banks and bank holding companies are subject to regulatory capital requirements administered by federal banking agencies Capital adequacy guidelines and additionally for banks prompt corrective action regulations involve quantitative measures of assets liabilities and certain off-balance-sheet items calculated under reg ulatory accounting practices Capital amounts and classifications are also subject to qualitative judgments by regulators Failure to meet capital requirements can initiate regulatory action Management believes as of December 3 1 2014 the Company and Bank meet al l capital adequacy requirements to which they are subject
Prompt corrective action regulations provide five classifications well capitalized adequately capitalized undercapitalized significantly u ndercapitalized and critically undercapitaized although these terms are not used to represent overall financial condition If adequately capitalized regu latory approval is required to accept brokered deposits If undercapitalized capital distributions are limited as is asset growth and expansion and capital restoration p lans are required At year-end 201 4 and 2013 the most recent reg ulatory notifications categorized the Bank as well capitalized under the regulatory framework for prompt corrective action There are no conditions or events since that notification that management believes have changed the institutions category
44
STAN DARD BANCSHARES I NC AND SUBSI DIARI ES
NOTES TO CONSOLIDATED FI NANCIAL STATEMENTS (in thousands except share data)
Note 20 - Regulatory Matters (Continued)
The Banks actual and required capital amounts and ratios are as follows
To Be Well Capitalized U nder
For Capital Prompt Corrective Actual Adeguac[ Puqoses Action Provisions
Amount Ratio Amount Ratio Amount Ratio As of December 31 2014 Total Capital
(to risk-based assets) Company $271 785 143 $ 152226 80 NA NA Bank 269993 1 42 1 52229 80 $1 90286 1 00
Tier I Capital (to risk-based assets) Company 247887 1 30 76 1 1 3 40 NA NA Bank 246093 129 761 14 40 1 14 171 60
Tier I Capital (to average assets) Company 247887 1 08 92 1 26 240 NA NA Bank 246 093 1 07 92 1 09 240 1 1 5 1 36 2 5 0
As of December 31 2013 Total Capital
(to risk-based assets) Company $246213 1 38 $142344 280 NA NA Bank 244607 1 38 1 42 170 280 $ 1 77713 2100
Tier I Capital (to risk-based assets) Company 223444 126 71 1 72 240 NA NIA Bank 221 838 1 25 71 085 240 1 06628 2 60
Tier I Capital (to average assets) Company 223444 1 03 86430 240 NIA NA Bank 221 838 1 03 86450 240 1 08 063 2 50
45
STANDARD BANCSHARES INC AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (in thousands except share data)
Note 21 - Capital Management
The overall objectives of the Companys capital management are to have the availability of sufficient capital to support loan deposit and other asset and liability g rowth and to maintain capital to absorb unforeseen losses or write-downs that are inherent in the business risk associated within the banking industry The Company seeks to balance the need for higher capital levels to address growth and unforeseen risks and the goal to achieve an adequate return on capital invested
In July 201 3 the federal banking agencies issued a final rule revising the regulatory capital rules applicable to most national banks and federal savings associations as well as their holding companies generally beginning on January 1 201 5 The rule implements the Basel Committees December 201 O framework known as Basel I l l for strengthening the international capital standards as wel l as certain p rovisions of the Dodd-Frank Act The final ru le implements a revised definition of regu latory capita l a new common equity Tier 1 minimum capital requirement of 450 and a higher minimum Tier 1 capital requirement of 600 (which is an increase from 400) Under the final rule the total capital ratio remains at 800 and the minimum leverage ratio is 400
Additionally under the final rule in order to avoid l imitations on capital distributions including dividend payments and certain discretionary bonus payments to executive officers a banking organization must hold a 25 capital conservation buffer composed of common equity Tier 1 capital above its minimum risk-based capital requirements The b uffer is measured relative to risk-weighted assets The final rule also enhances risk sensitivity and addresses weaknesses identified by the regulators over recent years with the measure of risk-weighted assets
The new minimum capital requirements will b e effective for the Company on January 1 201 5 whereas the capital conservation buffer and the deductions from common equity Tier 1 capital phase in over time beginning on January 1 201 6
Capital Raise
On February 22 201 3 Standard Bancshares Inc completed its recapitalization by issuing 29864795 shares of common stock at $465 per share for gross proceeds of $ 1 389 million 1 3 548387 of the common shares were issued to the US Treasury (the Treasury) in exchange for the $63 million of Fixed Rate Cumulative Preferred Shares Series A and B The Treasury subsequently sold those shares to I nstitutional Investors at $465 per share An additional 16 316408 of common shares were issued to Institutional Investors and private investors Of the aggregate 29864795 common shares issued 1 9430750 are voting shares and 1 0434045 are mm-voting shares
In conjunction with the recapitalization the Articles of Incorporation of the Company were amended to authorize 20000000 shares of preferred stock at $001 par value No preferred stock has been issued as of December 31 2014
Sto ck Settled Rights (SSRs)
On February 22 201 3 in connection with the recapitalization of the Company the Board of Directors distributed as a dividend in kind 7293407 Stock Settled Rights (SSRs) to the holders of the Common Stock as of the Record Date (November 5 2012) The number of SSRs issued is equal to the product of (i) 03888 and (ii) 18757921 the number Common Shares outstanding as of the Record Date The estimated fair value of the SSRs completed by an independent third party as of September 30 2014 and February 22 201 3 was determined to be approximately $026 per SSR or $1 880 and approximately $021 per SSR or $1 532 respectively Expense recorded related to the SSRs was $1 880 in 2014 No expense was recorded in 201 3
46
STANDARD BANCSHARES INC AND SUBSI DIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (in thousands except share data)
Note 21 - Capital Management (Continued)
Stock Settled Rights (SSRs) (Continued)
The SSRs are structured as common stock dividends to be paid to certain common shareholders of the Company under specific conditions The amount of common stock to be distributed is determined by a formula that considers among other things the value of the outstanding common stock at the Settlement Date Settlement Date is defined as the earlier of (i) the date a liquidity event (an I POrecapitalization or a sale of control) occurs during the term of the SSRs and (ii) the SSR Expiration Date (February 22 201 8) The SSRs will be exercised based on the value of the common shares at that time subject to the Settlement Rate formula
The Accretion Rate is a component of the Settlement Rate It is either an middotannual rate of 80 or 120 with the value determined by the cum ulative economic losses that occur in the loan portfolio from June 30 201 1 to the time the SSRs are settled
On the Settlement Date the Company shall determine the number of shares of Common Stock issuable upon the settlement of an SSR The Settlement Rate shall be calculated based on a formula that considers among other factors the value per share of the common stock on a fully diluted basis reduced by the accretion rate with that number divided by the value per share of common stock on a fully diluted basis
If the Settlement Rate is greater than zero the Company shall issue and deliver to each of the SSR Holders a number of shares of Common Stock equal to the product of (i) the Settlement Rate multiplied by (ii) the number of SSRs held by such H older as reflected in the SSR register as of the close of business on the last Business Day prior to such Settlement Date
In connection with the occurrence of a Liquidity Event on or prior to the Expiration Date the Board of Directors may at its option and in its sole discretion order the redemption and the Company may redeem the SSRs in whole or in part at the redemption price per SSR based on a formula that considers the price per share of Common Stock at which the Company is valued on a fully diluted basis in connection with such Liquidity Event as determined in good faith by the Independent Committee plus a l l cash dividends paid oil the common stock from the date of issuance of the SSRs less $465 accreting on a daily basis at the Accretion Rate
The Company hired an independent third party firm to value the SSRs The following variables were taken into consideration when deriving a value for the SS Rs
1 ) The probability of a liquidity event (sale of control or PO) during the term of the SS Rs 2) The Accretion Rate assigned to the Settlement Rate of the SSRs 3) The estimated value of the Companys common stock at the earlier of a) a liquidity event or b)
the SSR Expiration Date (February 22 201 8) 4) The type of liquidity event that might occur 5) Future value parameters including a) tangible common book value b) earnings and c) market
conditions
The valuation of the common shares at the Settlement Date will depend on the Companys financial condition and the market pricing of financial institution stock both on a stand-alone basis and on a sale of control basis at that time
47
STANDARD BANCSHARES I NC AND SUBSIDIARI ES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (in thousands except share data)
Note 22 - Condensed Financial Statements
The Company was incorporated in I l linois on February 23 1 982 The Company accounts for its investment in subsidiaries under the equity method Under this method the investment is recorded at cost adjusted for the subsidiaries undistributed net income (loss) Presented below are the condensed financial statements of Standard Bancshares I nc (Parent Company Only)
Assets Cash Investment in subsidiaries Other assets
Total assets
CONDENSED BALANCE SH EETS DECEMBER 31 2014 AND 2013
Liabilities and shareholders equity Other liabilities Total stockholders equity
Total liabilities amp stockholders equity
2014 $ 4 163
264242 328
$268733
$ 2685 266048
$268733
CON DENSED STATEMENTS O F I N COME YEARS ENDED D ECEMBER 31 201 4 201 3 AND 201 2
2014 I ncome
Other income $
Expenses 2909 Loss before income taxes and equity in undistributed
earnings of subsidiaries (2909) Income tax benefit 88
Loss before equity in undistributed earnings of subsidiaries (2821)
Equity in undistributed earnings (loss) of subsidiaries 1 7 1 1 5
Net income (loss) 1 4294 Preferred dividends and discount accretion on preferred shares
Net income (loss) applicable to common shareholders $1 4294
48
201 3 $ 2 1 95
248 090 1 944
$252229
$ 322 251 907
$252229
201 3 201 2
$ $ 1
1 747 8539
(1 747) (8538) 291 1 0 1 7
(1 456) (7521) 9 629 (23241) 8 173 (30762) 1 1 24 4090
$ 7049 $(34852)
STAN DARD BANCSHARES INC AND SUBSIDIARIES
NOTES TO CONSOLIDATED FI NANCIAL STATEMENTS (in thousands except share data)
Note 22 - Condensed Financial Statements (Continued)
CONDENSE D STATEMENTS OF CASH FLOWS YEARS ENDED DECEMBER 31 2014 201 3 AND 201 2
Cash flows from operating activities Net income (loss)
Adjustments Equity in undistributed net (income) loss of subsidiaries Amortization Stock based compensation expense ( Increase) decrease in other assets Increase (decrease) in other liabilities
Net cash provided by (used in) operating activities Cash flows from financing activities
Issuance of common stock net of issuance costs Capital contribution to Standard Bank Repayment of note payable Cash Dividends
N et cash provided by financing activities
Net increase (decrease) in cash
Cash - beginning of year
Cash - end of year middot
Supplemental schedule of non-cash financing activities Change in par value on common stock Exchange of preferred stock to common stock
49
2014
$ 1 4294
( 17 1 1 5) 28
782 1 616 2363 1 968
1 968
2 1 95
$ 4 163
$ $
201 3
$ 8 1 73
(9629) 29
441 1 872
(4273) (3387)
68598 (41 500) ( 16 1 00)
(6026) 4972
1 585
6 1 0
$ 2 1 95
$ 4277 $63000
201 2
$(30762)
23241 6 1 67
( 1908) 2 043
( 1 2 1 9)
( 1 2 1 9)
1 829
$ 6 1 0
$ $
FORM FR Y-6
STANDARD BANCSHARES INC
Hickory Hills Illinois Year Ending Dccember31 2014
REPORT ITEM
1 The BHC Is not registered with the SEC Coples of the Annual Report Nil be sent undersepirate cover when completed
2a Organization Chart fo Standard BallCShares Inc
I THE BOULEVARD INC
SL John Indiana 100
JnCQrporated in Indiana
2b Branch Verification
STANDARD BANCSHARES INC Hickory Hills Illinois Jncorporateltl In Illinois
STANDARD BANKAND TRUST COMPANY Hickory Hills llllnois
Incorporated In lllnols 100
I STANDARD REDEVELOPMENT INC
Hickory Hills Illinois 100
Incorporated in Illinois
(Not subject to Y-10 reporting ) Code 91 CE - Liquidation Of debts previously contracted
The branch and lax-kl flStings were emailed to branch revieW on 223115
3 (1) As ofyear-end
Name and Address
Trident SBI Holdings lP Greeffilidl CT
Robert E Gallagher Sr Trust John D Gallagher Trustee Palos Heights IL
The Gallagher Standard Bancshares TR Timolhy J GaJagheuror Trustee Hickory Hitls IL
Pantheon Standard LP San Francisco CA
CohesVe Capital Parners LP New York NY W Capital Partners II LP NewYork NY
Couritrlt of Citizenship or lncorooratlon Number and Percentage Of Voting Serurtties
USA 5662194- 1483
USA 5516086 - 1444
USA 4382666 - 1 t47
USA 3762128-985
USA 2 150537 - S63
USA 2 150537 - 563
Note llle shares in the Robert E Gallagher Sr Tr are voted on by John D Gallagher Director of Standard Bank Tue shares Jn the Gallager Standard Bancshares Tr are voted on by Timolhy J Gallagher Director of Standard Bank
3 (2) OtherSharehofors oat listed in Section 3 (1) above that held more than 5 during the year
None
Resuhs A Ilse of branches forvour holdln1 company STANDARD 8ANCSHARES INC (1245590) or HICKORY HILLS IL
The d1ta are n of 12312014 Data re II Kb information tlat wu received aod processed throuah 01072015
Rconcill1Uon and Vc1Uon St I DI 1 In the DIH Action column of each br111Ch row enter one or mort of the actioru specified below
2 If required enter the date In the Ettcttve Olte column
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Chi nee If the bndl Information Is Incorrect Of Incomplete revt the data enter Chance In the Dita Action column ind the d11te when this infOfmation first became v1lid In the Effective Ote column
am If a bnch listed was sold or clowd enterOose In tht Dita Action column and the s1e or dosured11te In the EtfectW Olte colurm
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Add If a rt portable brtinch Is mlsslna lnStrt a row add the branch data ald entu Add In the Olt1 Action column and the opening or acquisition date In the Effecttve Date column
If prntln1 this list you m1y need to adjust your page Utup In MS E11ce1 Try using landscape orientation page sollria andor legal sized paper
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Note To satisfy the FR Y-10 reportln1 requirements YoU must tiho submit FR Y-10 Domestic Branth Schedules for each branch with a Data Actlon of Olan1e Close Delete or Add
Thbull FR Y-10 report may be submitted 1n a hardcopy format or 11ia the FR Ymiddot10 OnH11e application middot httpsylOonllnefederalrerve1ov
bull FDtC UNINUM Office Number and ID_RSSO co1unvu ara for reference only Verification of these values is not required
- - 8nch Suvlce Type Branch 10 RSSO ia- terNeme Street Address City
ok FuUServltefHud Officel 19730 STAN OARD BANK ANO TRUST COMPANY 7800 WEST 9STH STREET HICKORY HILLS
ok Full Service 3202168 BOLINGBROOK BRANCH 282 NORTH WEBER ROAD BOLINGBROOK
ok Limited Strvce 4126065 CALUMET CITY 1968 SIBLEY BOULEVARD CALUMET CITY
FullSetvke 3309928 CLARK STREET 8RANOi 3747 NORnt CLARK STREET atlCAGO
ok FullServiett 474339 EWING BRANOf 10635 SOUTH EWING AVENUE CHICAGO
ok Full Servtce 2079925 HEGWISCH BRANCH 13336 SOUTH BALTIMORE AVENUE CHICAGO
ok limited Se-rvke 20817)5 SOUnt DERRING FACILITY 10535 SOVTH TORRENCE AVENUE CHICAGO
Full Service 4099271 THOREK BRANOi 836 WEST IRVING PARK ROAD OUCAGO
ok Full Service 2121280 COAL CITY BRANot 20 SOUTH KANKAKEE COAlCITY
full Service 2809038 EVERGREEN PARK BRANCH 2400 WEST 95TH STREET EVUtGREEN PARK
ok Full Service 3188909 FRANKFORT BRANCH 19997 LA GRANGE ROAD FRANKFORT
Full5etvice 810436 CiARONERBRANCJ1 118 DEPOT STREET GARDNER
ok FultSrvlct 3188897 JOLIET ampRANCJ1 2398 ESSINGTON ROAO JOLIET
Full Service 3439553 LOClCPORT BRANCH 16545 WEST 159TH STREET LOCKPORT
ok Full Service 290931 LYONSlST AVENUE BRANCH 8601 OGDEN AVENUE LYONS
ok Full Service 3671504 MINOOKA BRANCH 515 WESTUS ROUTE 6 MINOOKA
ok LlmltcServfce 2111338 MOAAIS LISBON BRANCH 1433 USBON STREET MORRIS
ok Full Servkt 2809010 MORRIS ROUTE 6 BRANCH 1111 WEST US ROUTpound 6 MORRIS
Ful1 Servlct 2809047 NAPERVILLE BRANCH 1607 NORTH AURORA ROAD NAPERVILLE
ok full 5ervfce 2809056 NEW LENOX BRANCH 456 NELSON ROAD NEW LENOX
Full sMce 2103129 OAK FOREST BRANOf 15901 SOUTH CENTRAL AVENUE OAX FOREST
ok Full SeMct 3490255 OAK LAWN lllTH BRANOf 4700 WEST 111TH STREET OAK LAWN
ok Full Sfrvlce 2096717 OAK LAWN 95TH BRANCH 4001 WEST 95TH STREET OAK LAWN
ok Full Service 2295538 ORLAND PARK BRANCH lSCXJO SOUTH WOLF ROAD ORLAND PARt
State VpCode
IL 60457
IL 60440
IL 60409
IL E06H
IL 00617
IL 0063
IL 00617
IL 60613
IL 60416
IL 60805
IL 6042
IL 60424
IL 60435
IL 60441
IL 60534
I L 60447
IL 60450
IL 60450
IL 60563
IL 60451
IL 60452
IL 60453
IL 60453
IL 60467
County CawN FDICUNINUM Offb Numberbull Haad otfice Head Office 10 RSSD Comments
COOK UNITEO STATES 10748 0 STANOARO BANK ANO TRUST COMPANY 19730
Will UN ITED STATES 419532 34 STANDARD BANK ANO TRUST COMPANY 19730
COOK UNITED STATES 510611 44 STANDARD BANK AND TRUST COMPANY 19730
COOK UNITpound0 STATES 429662 35 STANDARD BANK ANO TRUST COMPANY 19730
COOK UNITED STATES 12089 18 STANDARD BANK AND TRUST COMPANY 73ltgt
COOK UNITED STATES 244100 20 STANDARD BANK ANO TRUST COMPANY 19730
COOK UNITED STATES 244099 19 STANDARD BANK ANO TRUST COMPANY 19730
COOK UNITED STATpoundS 510612 4S STANDARD BANKANDTRUSTCOMPANV 1973ltgt
GRUNDY UNITED STATES 263852 17 STANDARD SANK AND TRUST COMPANY 730
COOK UNITED STATES 13875 4 STAN OARD BANK AND TRUST COMPANY 19730
Will UNITED STATES 357237 15 STAN OARD BANK AND TRUST COMPANY 19730
GRUNDY UNITED STATES 7234 1 STAN DARO BANK ANO TRUST COMPANY 19730
Will UNITED STATES 238ASA 13 STANDARD BANK ANO TRUST COMPANY 19730
Will UNlTEO STATES 450324 38 STAN OARD BANK AND TRUST COMPANY 19730
COOK UNITED STATES 10912 22 STANDARD BANK ANO TRUST COMPANY 19730
GRUNDY UNITED STATES 465426 42 STANDARD BANK AND TRUST COMPANY 1973ltgt
GRUNDY UNITED STATES 266774 16 STANDARD BANK ANO TRUST COMPANY 1730
GRUNDY UNITED STATES 2243S6 10 STANDARD BANK AND TRUST COMPANY 19730
OU PAGE UNITED STATES 238451 6 STANDARD BANK ANO TRUST COMPANY 19730
Will UNITED STATpoundS 238452 11 STAN OARD BANK ANO TRUST COMPANY 19730
COOK UNTED STATES 244101 21 STANDARD BANK AND TRUST COMPANY 19730
COOK UNITED STATES 441863 36 STANDARD BANK AND TRUST COMPANY 19730
COOK UNITED STATES 238447 1 STANDARD BANK AND TRUST COMPANY 19730
COOK UNITED STATES 238450 5 STANDARD BANt AND TRUST COMPANY 19730
ok Fullrvke 2100379 PALOS 11HH BfANOl 11901 SOUTHWEST HIGHWAY PALOSPARIC ll 00464 COOK UNITED STATES 238448 2 STAN DARO BANK AND TRUST COMPANY 19730
ok rulSltVice 2427544 PALOS lllST BRANCH 9700WEST lllST STREET PALOS PARK ll 00464 COOK UNlTEOSTATES 238449 3 STAN DARO BANK AND TRUST COMPANY 19730
ot llmtedSrvke 3490273 NORTH RIVERSIDE BRANCH BJSOWEST CERMAK ROAD RlvtRSlDE ll COOK UNITED STATES 441864 37 STANDARD BANK AND TRUST COMPANY 19730
ot FuLServke 3202171 SHOREWOOD BRANOl 970 BROOK FOREST AVENUE SHOREWOOD It - t UNITED STATES 419531 33 STANDARD BANICANDTRUSTCOMPANY 19730
ok FulSrvlee 3188918 VILLA PARK BfWIOi 1 WESrRoostVrlTROAD VlltAPARIC It 50181 OUPAGE UNITED STATES 238455 14 STANDARDBANKANDTRUSTCOMPANY 19730
ok FulSrvke WllMINGTON BRANCH lOOSSOUTH WATER STREET WILMINGTON It 004 lt UNITED STATES 238453 12 STANDARD BANK AND TRUST COMPANY 19730
ok Fulfrvk 3197031 CHESTERTON BRANCH middot 755 JNDIAN BOUNDARY ROAD OIESTERTON IN PORTER UNITEDSTAlES 275664 32 STANDARD BANK AND TRUST COMPANY 19730
ok ruUrvic 2161D17 EASTCHCAGO BRANCH 4518 lNOANAPOUS BOULEVARD EAST CHICAGO IN 46312 lAKE UNITEDSTAlES 29 STANDARDSANKANDTRUSTCOMPANY 19730
ok Fulrvk 4913n HAMMOND BRANCH 1007 CALUMET AVENUE HAMMOND IN 46324 AKE UNITEDSTAlES 42227 30 STANDARD BANK AND TRUST COMPANY 19730
Fulrvlc 2161D3S HIGHtAND BRANCH 2930 RIDGE ROAD HIGHLAND IN 46322 UNITEOSTAlES 275659 27 STANDARD BANK AND lRUST COMP AN I 19730
ot Futtsrvke 2161044 LOWHl BRANCH 2090 EAST COMMERICALAVENUE LOWELL IN 463Sfgt21r AKE ONITEDSTAlES 275661 28 STANDARD BANK ANDTRUSTCOMPANI 19730
ok Full Srvlce 3439562 MERRlllVlllE BRANCH 579WESTUNCOlN HIGHWAY MERRlllVlllE IN 46410 AKE ONlEO STATES 450325 39 STANDARD BANK AND TRUST COMPANI 19730
ok Full Srvice 453712 SAINT JOHN BRANCH 9321 WICKER AVENUE SAINT JOHN IN 46373middot00 AKE ONtlEDSTATES 42414 26 STANDARD BANK AND rnusr COMPANY 19730
middot
Report ttem 4 Directors and Office (1) Name amp Address
J-Ohn R Barber New York NY
Christopher Doody Ne-vYork NY
1pound1 Pnncipal Occupation [rtmiddotrmiddotwittl BHC
Mariaging Partner eohesiVe ea pita I
Princlpal Storm Point Capital
(3) (bull) TrtiePosition with BHC Diredor
Director
FORM FR Y-9
STANDARD BANCSHARES INC Fiscal YearEnding Decttmber3112014
(3) lb) ltlePosition wffi1 Subsidiaries
NIA
NIA
(3) (c TrtlePosltlon wttn otherbuslne$es
Managtng Partner Cohesive Capital
Principal Stone Point Ciipitit
bull Stone Point ls the manager of the TriOOnt funds which are investment entities that own 25 or morn of the outstanding voting seairities orinlerests in various companles Mr Doody ls an ernployee and officer of Stone Point and is oo deemed to contror S1oria Point or the Trldent Funds He is not a principal securities holder of Stone Point or the Trident Funds The invstmenl committees of the Trident Funds are responsible for voting the shares or such companies and Mr Doody is not a member of the investment committees of the Trident Fonds A sctiedule of such companies in which U1e Trident funds hnve invested is available upon request
John o Gallagher Ortand Park IL
Managing Genera[ Partner OfdlarU Hill Bldg Co
Director Dior-standarU Bank
Managin9 GenerBi Partner Orchard HlllmiddotB1dg Co President Ordiard Hm Building Co Inc
Managing Member Qnhard Hill Construction LLC
Managing Membelt Austin Construction Co bull LLC
Presdenl Bougton Development Co
President ennStructildeg Co lnc
Prestdenl middot Farmingdare Development eomiddot
middotana9in middotRa -middot middot fariTijngdre _Mittwo middot
Pldciit_ _ Fam1r9dale Utilify Co_
Managing Partner Frtz91erald Lad lnvestment Ptshp
(4) a) 1w of Voting Shares in BHC
563
middot1483
14450
(4)(o) (4) (b) Names of othfr companitts 4 of Voting (if 25 ormorl voting Shares in Subs securities a held
NIA
NIA
NIA
NIA
NIA
NIA
NIA
NIA
NIA
NIA
Dryden Cons1rudioo Co Inc 100
NIA
NIA
NIA
Frtzgerald Land Investment Plshp 25
(1) Name amp Mdlt=
John D Gallagher CJriand Pru IL
(2) Principal rbull _ BHC1
(3) (b) TdfePosition wiU1 SubsXfiarics
(J)(c TrtiePttSition wTUi other buslncssts
Trustee-Vote 100 Galla171ormiddot Henr)Tnisl
- Gallagher amp Henry Inc
Prumlaquo GaDaQhef Parloecs LP GB4 Jnc
Managing Partner Gl6mwod DevelopmElnt Co
Managmjl farlnelt Heruy Co Managmo Hermann Umd Investment Ptshp
Managing- Kolarlrugtd I lgthp Preltldeot Kokast -kimes Inc
PreSdenl Coo$trixtioo middotmiddot nc
- -MiAdams 400 Investment Ptshp
Msoagir(Q Partner Meifefl1 id lnpoundiiini _Pthp Managing Partner sr middotGod 1nVeslmoo Pbhp Managiog Partnef
-LampftPtshp TruSt6e
ThOGalfaghmiddotorSliujiini middot Trust
(4) (bull) of Voting Shares in BHC
(4) (b) of Voting Shares In SUbs
Names of other companies frf 25 degmom voting securiDes arn heJd NIA
NIA
NIA
NIA
NIA
NIA
NIA
Hennarm Lnnd Investment Ptshp 25
K6irland lovStrnerrlPiStip 25 NIA
NIA
NIA
Laod lNeStrnloi PlShp 25
df1li3 lfjJrlvtrpnt PWiP 25
Land l hp 25
e(Lao1fl PtShp 25_-xmiddotmiddot middot
standard tWesTrust 25 middot
(1) Name amp Address
Tnnothy J GsJlaghet Burr Ridge IL
(2) Principal Occupation [d other than with BHC)
(J) (a) TrltePosifion wtth BHC
(3)(b) TdiePosffion wittl Subskfcuies
OlaHrnan of the Board
(J) (c) TitlePosition with other businees
PreOOeot Brittany Glen Homeownoc l=gtc Suffield Woods Homeowner Assoc FanntngdaJe Viage Com Assoc fumlogdale Vdlage Com Assoc 2 Misty Meadoyenr Homeowner Assoc 1ltings1on Hills liomeOMler Assoc Gallagheramp Henrys Condos Goodiogs Grove Assoc Ganaghcr amp Heruys Goocfings Grove Umbretia Assoc Farmingdale Vil Cooos of Woodridge Homeowner Assoc Radc5ffe rtMe TOvlfflhomes Assoc
BNC OWnefs Assodatioo
Boughton Woodward Commenial Center LLC su-lgle MembeltUC- GB4 i5 member
Union Poirrte Investors Uc Sing1e MemberlLC- Union PcWe Oevclopmeot Co b member
Uoion POOte Buadlog Venture 1lLC Union 00rt lnvestorn LlC ts member Union Pofrrte Buikfing Venlilre 112 LLC Unton Point nveslor lLC is member
Union Pointe Boikfing Venture 3 LLC Union Poinl lnveslors UC is member
standgtnJ Bank -ALm1 Construction Co LlC
Pminlaquo Frtzyerald Lnnd Investment Pbttp
(lt)(bull) ofVotlng Shares in BHC
11520
(4) (b) ofVotiog Shares in Subs
NIA
Names of other companies (If 25 or l1XgtflJ voting securities aro held
NIA NIA NIA NIA NIA NIA NIA WA NIA NIA NIA
WA
NIA
WA
WA
NIA
NIA
WA
NIA
NIA
NIA
WA
WA
(1) =
Timothy J GJJbghctshyBorr Ridge IL
(2) Principal (if oUJef than wtth BHC)
3 (a) TitlePosition wilh BHC (3) 1c) Trtielosilion with other businesses ampcretuy amp Henry Inc
_ GieoMXgtd Developmeot Co
Partner Hermann Land Investment Pt5hp KOOr land Investment Ptstip
Secret3y Kolcast Homes loo
__ Koamp Construction Co Inc
Secrebgty Ordnrd Hin Buikfing Co Inc
Pa1nelt srrvb land 1ovestrnent Pshp -Smotelt Land Investment Ptshp Trustee- Vote 100 The Gollagher stmdafd
Trust
-- uruoo Pointe Development Co
lt4)(a) ofVotiog Shares in BHC
(4) (b) of Voting Shares In Sobs
tfamos of othcreomnk (lf25 ormoro vo6ng sccuritios arc held
NIA
NIA
NIA
Hennano Land Investment Ptshp 25
Kolar land Investment Pshp 25
NIA
NIA
NIA
Maas Land Investment Ptshp 25
McAdams Iand lnv=tmeni Plshp 25
Medema land lnvestme111 Ptshp 25
NIA
NIA
NIA
Slivka land Investment Plshp 25
SmoterUmd I Ptshp 25
Unkio Pointe Devdopmcot Co 25
(11 (21 Pl (a) 3 (b) 3) c) 4 (a) (4)b) Names of othelt com pan Name amp Adqross princi Occupation TJdcPositiorl TJHePositiorl TrticPosIDon of Voting of Voting [If 25 or mon voting
(if other than with Bl tc) wtth SHC with Subsidiaries with other businesses Shares In BHC Shares in Subs securities are heJd
Timothy J GaUagilet Slaquoretmy GB4 Inc SurRXgeIL GB4 lnc 251
Uoioo Polnte Bonding Venture 3 UC NIA Uoiont PoCnt lnves1ocs LLC is member
Lawraooe P Kelley NIA DirododVJCO Chaifman Oamp-edooVlce Chairman NIA 023lt))1 NIA NIA Pltullt IL PreraquoleoUCEO -0-0
standam Bank
Atampief Ko-arldt NIA DirodOlt Dirodoc NIA 0140 NIA NIA 1-fmsdak ll -
Howrd K Priess JI - deg Dirodoc Solo Pradiltgtoelt 0140 NIA NIA NapeMe IL Standard Bank
Owner White Oak Construction LlC Wh4te Oak Construction LLC 100
Robert A RoslKWt NIA Lead ndepcodeot Director oltedoc NIA D140( NIA NIA QOCago u standanl Bank
Charles E Shomo rv NIA deg Ciredor NIA 013lfI( NIA NIA Bur Ridgo IL standam Bank
Patrick J Hunt NIA _ Executive VPCFO NIA 008 NIA NIA Palos Heights IL EVPCfO standanl Bank
deg Scoltzu NIA Asst VPJAssl Asst VPAsst Secy NIA 00CXgt1 NIA NIA
Everyreen Park IL Sea-- SiandagtO Bank
STANDARD BANCSHARES INC AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (in thousands except share data)
Note 4 - Loans (Continued)
All owance fo r Credit L osses
Following is a summary of the activity in the allowance for credit losses
Commercial Commercial Real Estate Real Estate Non-owner Owner Residential
December 31 2014 Construction Commercial Occu12ied Occu12ied Real Estate Consumer Total
Allowance for loan losses
Beginning balance $ 16575 $ 2072 $ 3390 $ 1 2255 $ 3545 $ 3057 $ 40895
Provision for credit losses (1 945) 1981 5370 (3859) 193 1 228 2967
Loans charged-off (1 1 039) ( 1 717) (4247) (2632) (475) (994) (211 04)
Recoveries 2 833 _llsect 200 __sectQ __fil1_ 3 562
Total ending allowance balance $_JJA23 L2A28 $_A79j_ $ 5 955 $ 3 323 $ 26 320
Commercial Commercial Real Estate Real Estate Non-owner Owner Residential
December 31 2013 Construction Commercial Occu12ied 0CCUQied Real Estate Consumer Total
Allowance for loan losses
Beginning balance $17755 $ 4168 $ 1 3052 $ 18109 $ 3317 $ 2805 $ 59206
Provision for credit losses 6401 (724) (839) 2310 742 861 8751
Loans charged-off (7635) (1472) (1 0720) (8237) (515) (659) (29238)
Recoveries _M __jQQ ---1sectfil 74 __ 1 -2Q --2J1sect Total ending allowance balance $16 57S $2J)72 $ 3 390 $ 12 256 L351s UD57 $ 40 895
Commercial Commercial Real Estate Real Estate Non-owner Owner Residential
December 31 2012 Construction Commercial Occu12ied 0CCUQied Real Estate Consumer Total
Allowance for loan losses
Beginning balance $13016 $ 3214 $ 5275 $ 11620 $ 1975 $ 1860 $ 36960
Provision for credit losses 791 6 4614 8620 6815 3149 2270 33384
Loans charged-off (6354) (3937) (917) (401) (1841) (1362) (14812)
Recoveries ---11lZ _____fl_ 74 75 ___M ___E 3 674
Total ending allowance balance $1L155 $A1fill iil3 052 gt rn ms $ 3 3JZ $ 2 605 $ 59 206
20
STANDARD BANCSHARES INC AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (in thousands except share data)
Note 4 - Loans (Continued)
The following tables present the balance of the allowance for loan losses and the recorded investment in loans by portfolio segment and based on impairment method
December 31 201 4
Allowance for Joan losses
Ending balance individually evaluated for impainnent
Ending balance collectively evaluated for impainnent
Total ending allowance
Loans Ending balance individually evaluated
for impainnent Ending balance collectively evaluated
for impainnent
Total ending loan balances
Oecember 31 2013
Allowance for loan losses
Ending balance individually evaluated for impainnent
Ending balance collectively evaluated for impainnent
Total ending allowance
Loans Ending balance individually evaluated
for impainnent Ending balance collectively evaluated
for impainnent
Total ending Joan balances
Construction
s 5136
1 287
_$ 6 423
$ 20252
90 091
$jj0 343
Construction
$ 14662
1 913
_$ J6 szs
$ 35249
1 05 045
S140 29plusmn
Commercial
$ 601
1 827
_$ 2 428
$ 871
448470
$449 34j
Commercial
$ 461
1 6 1 1
$ 2 OZ2
$ 2294
322604
$32plusmn 888
2 1
Commercial Real Estate Non-owner Occupied
$ 1 373
3 41 8
$ 4Z9J
$ 1 5345
411 698
$427 043
Commercial Real Estate Non-owner Occupied
$ 1 865
1 525
$ 3 390
$ 1 5176
404 599
$4J9 ZZ5
Commercial Real Estate
Owner Occupied
$ 5 1 6
5 449
_$ 5 965
$ 6706
562563
$569 269
Commercial Real Estate
Owner Occupied
$ 3331
8 925
$ j2 256
$ 1 7201
533699
$550 900
Residential Real Estate
$ 1 665
1 658
$ 3 323
$ 5795
1 1 2817
$118 612
Residential Real Estate
$ 1 496
2 049
$ 3 545
$ 3799
1 1 3 544
S1H 343
Consumer Total
s 2 160 s 1 1 451
1 230 14 869
_$ 3 GO $ 76320
s 4377 $ 53346
92689 1 71 8328
_$ 97 066 $j Vj 674
Consumer Total
s 1 334 $ 23149
1 723 17 746
$ 3 057 $ 40 895
$ 3592 $ 77311
1 0 5072 1 584 563
S10B 664 S1 661 8Z4
STANDARD BANCSHARES INC AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (in thousands except share data)
Note 4 - Loans (Continued)
The following tables present loans individually evaluated for impairment by class of loans
Unpaid Allowance for Average Principal Recorded Loan Losses Recorded
December 31 2014 Balance Investment Allocated Investment
Wrth no related allowance recorded Construction $1 4349 $ 2200 $ $ 2824
Commercial 1 866 266 623
Commercial real estate non-owner occupied 12128 1 0392 1 1 282
Commercial real estate owner occupied 1 0541 3771 3617
Residential real estate 999 999 1 1 58
Consumer 2 557 ____1MQ --- -----1m Subtotal $42440 $1 91 87 _$ __
- $20780
With an allowance recorded
Construction $24344 $1 8052 $5 136 $27023
Commercial 605 605 601 1 498
Commercial real estate non-owner occupied 7149 4953 1 373 4132
Commercial real estate owner occupied 3163 2935 5 1 6 8607
Residential real estate 4796 4796 1 665 3736
Consumer _____bill_ _____bill_ ____lJ_sectQ 2 997
Subtotal $42875 $34159 $1 1 451 $47993
Construction $38693 $20252 $5136 $29847
Commercial 2471 871 601 2121
Commercial real estate non-owner occupied 1 9277 1 5345 1 373 1 5414
Commercial real estate owner occupied 1 3704 6706 5 1 6 1 2224
Residential real estate 5795 5795 1 665 4894
Consumer 5 375 4 377 ____lJ_sectQ 4 273
Total $1U51 S6JUL1
22
Interest Income
Recognized
$ 460
69
361 2 1 9
5 1
___g $ 11 92
$ 325 1 1
72
1 1 5
1 20
$ 676
$ 785
80
433
334
1 71
-----2i $1 868
STANDARD BANCSHARES INC AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (in thousands except share data)
Note 4 - Loans (Continued)
Unpaid Allowance for Average Interest
Principal Recorded Loan Losses Recorded Income December 31 201 3 Balance Investment Allocated Investment Recognized
With no related allowance recorded Construction $ 3440 $ 2790 $ $ 6783 $ 1 5
Commercial 1 761 1 761 1 828 76
Commercial real estate non-owner occupied 9051 9051 1 0068 410
Commercial real estate owner occupied 3664 341 3 1 368 84
Residential real estate 1 284 1 284 1 254 26
Consumer 1 477 ------1Jn --- ____1dQsect_ ___2Q Subtotal $20677 $1 9426 L____ $22809 LJill
With an allowance recorded
Construction $41 71 0 $32459 $1 4662 $32 188 $ 671
Commercial 533 533 461 499 6
Commercial real estate non-owner occupied 6125 6125 1 865 1 1 128 45
Commercial real estate owner occupied 20172 1 3788 3331 1451 6 318
Residential real estate 25 1 5 251 5 1 496 2170 1 01
Consumer 2 465 2 465 Subtotal $73520 $57885 $23149 $62354 llill
Construction $45150 $35249 $14662 $38971 $ 686 Commercial 2294 2294 461 2327 82
Commercial real estate non-owner occupied 1 5176 1 5176 1 865 21 1 96 455
Commercial real estate owner occupied 23836 17201 3331 15884 402
Residential real estate 3799 3799 1 496 3424 1 27
Consumer 3 942 3592 3 361 ___sectpound Total $M1_9Z $77 311 $23 149 $ll_5_1fill $1 814
23
STANDARD BANCSHARES INC AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (in thousands except share data)
Note 4 - Loans (Continued)
Unpaid Allowance for Average Interest
Principal Recorded Loan Losses Recorded Income December 31 2012 Balance I nvestment Allocated I nvestment Recognized
With no related allowance recorded Construction $ 2712 $ 1 819 $ $ 3600 $ 346
Commercial 1 763 1 410 1 931 7
Commercial real estate non-owner occupied 1 448 1 448 2451 1 5
Commercial real estate owner occupied 2238 2238 9805 60
Residential real estate
Consumer ---1Jlllli - ---1Jm --- ---
Subtotal $1 0056 $ 741 3 L___ $1 9690
With an allowance recorded Construction $43737 $ 39645 $12359 $45048 $ 455
Commercial 270 270 271 276
Commercial real estate non-owner occupied 27925 27489 1 1 777 20670 709
Commercial real estate owner occupied 4584 4584 1 782 4252 88
Residential real estate 3824 1 622 802 3842 88
Consumer 2885 ____LlQsect ______lQg Subtotal $83225 $ 7481 6 $27300 $76986 $ 1 373
Construction $46449 $41 464 $1 2359 $48648 $ 801 Commercial 2033 1 680 271 2207 7
Commercial real estate non-owner occupied 29373 28937 1 1 777 23121 724
Commercial real estate owner occupied 6822 6822 1 782 14057 148
Residential real estate 3824 1 622 802 3842 88
Consumer 4 780 1 704 ______lQg _isectQ1 ___TI Total Sfil281 $R222_9_
Interest income recognized includes interest accrued and collected on the outstanding balances of accruing impaired loans as well as interest cash collections on non-accruing loans and impaired loans for which the ultimate collectability of principal is not certain
24
STANDARD BANCSHARES INC AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (in thousands except share data)
Note 4 - Loans (Continued)
The following is an analysis of the age of the recorded investment in past due and nonaccrual Joans
December 31 2014
Construction
Commercial Commercial real estate
non-owner occupied Commercial real estate
owner occupied Residential real estate
Consumer
Total
December 31 201 3
Construction
Commercial Commercial real estate
non-owner occupied Commercial real estate
owner occupied
Residential real estate
Consumer
Total
Credit Qu ality Indicators
30-59 days
$ 398
714
122 726
1 457
30-59 days
$
1 89
41
61
907
_____sectQl_ $2 061
90 days or more past
due and 60-89 days accruing
$ 72 $
1 53
290 533
1 1 5 944 1 5
_filsect ___fil_ S2115 $_Z1fi
90 days or more past due and
60-89 days occruing
$ 672 $
66
770
395 1 9
886 248
-11sect _____sect $2 907 $_3j_Q
Total Past Current Non-accrual Due Loans Total
$20252 $20722 $ 89621 $ 1 1 0343
871 1 738 447603 449341
7291 81 1 4 41 8929 427043
26 1 2 2849 566420 569269 6424 8109 1 1 0503 1 1 861 2
4 039 6235 90 831 97 066
$41 489_ $1 723 907 $1 V1 674
Total Past Current Non-accrual Due Loans Total
$1 7361 $18033 $ 1 22261 $ 1 40294
479 734 324164 324898
6230 7041 412734 41 9775
131 08 13583 537317 550900
551 8 7559 1 09784 1 1 7343
4 1 76 5200 1 03 464 1 08 664
$52 150 $1 609 724 $1 661 874
The Company categorized its non-homogenous Joans into risk categories based on relevant information about the ability of borrowers to service the debt such as among other factor$ current financial information historical payment experience credit documentation public information and current economic trends The Company analyzes loans individually by classifying the Joan as to credit risk This analysis is done annually on a Joan by loan basis The Company uses the following definitions for classified risk ratings
Pass Loans classified as Pass are considered to be performing Joans that have adequate cash flow andor collateral based upon our underwriting process
Special Mention Loans classified as special mention have a potential weakness that deserves managements close attention If left uncorrected these potential weaknesses may result in deterioration of the repayment prospects for the Joan or of the institutions credit position at some future date
25
STANDARD BANCSHARES INC AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (in thousands except share data)
Note 4 - Loans (Continued)
Substandard Loans designated as substandard are inadeq uately protected by the current net worth and paying capacity of the obligor or the collateral pledged if any Loans have a wellshydefined weakness or weaknesses that jeopardize the liquidation of the debt They are characterized by the distinct possibility that the Bank will sustain some loss if the deficiencies are not corrected
Performing Not Rated Loans classified as Performing Not Rated are considered to be performing loans at the time of u nderwriting but historically ones in which we do not obtain updated financial information after the loans are originated These are generally consumer loans first mortgage home loans and home equity loans
Loans not meeting the criteria above are analyzed individually as part of the above described process and are considered to be unclassified loans Based on the most recent analysis perfornied the loan risk classifications are as follows
Special Performing December 31 2014 Pass Mention Substandard Not Rated Total
Construction $ 80127 $ 7719 $ 21249 $ 1 248 $ 1 1 0343
Commercial 442867 4915 1 559 449341
Commercial real estate non-owner occupied 399762 1 8880 8401 427043
Commercial real estate owner occupied 531 31 5 27295 1 0659 569269
Residential real estate 29747 1 1 9 8250 80496 1 1 8612
Consumer 8 91 0 312 5 939 81 905 97 066
Total $1 192 728 $ 59240 $ 56 057 SJ63 649 S1 ZZJ 6H
Special Performing December31 2013 Pass Mention S ubstandard Not Rated Total
Construction $ 90330 $ 9396 $ 37394 $ 3174 $ 1 40294
Commercial 309074 1 0445 4489 890 324898
Commercial real estate non-owner occupied 400738 10570 8467 419775
Commercial real estate owner occupied 502095 1 0840 37965 550900
Residential real estate 3567pound 1 09 7881 73677 1 17 343
Consumer 9 099 -----1fill 7 828 89 826 1 08664
Total SJ 47 OJ2 M32Z1 $104 021 S167 567 $1 661 871
The Bank considers the performance of the loan portfolio and its impact on the allowance for loan losses For residential and consumer loan classes the Bank evaluates credit q uality based on the payment and aging status of the loan Payment status is reviewed on a q uarterly basis with respect to determining adequacy of the allowance for Joan losses
26
STAN DARD BANCSHARES INC AND SUBSI DIARIES
NOTES TO CONSOLI DATED FI NANCIAL STATEMENTS (in thousands except share data)
Note 4 - Loans (Continued)
Tro ubled Debt Restructurings (TOR)
Loans classified as TD Rs totaled $1 8541 as of December 31 201 4 of which $1 5665 were performing and $2876 were on non-accrual loans classified as TDRs totaled $1 8095 as of December 31 201 3 of which $1 6596 were performing and $1 499 were on non-accrual
The Bank has allocated $1 797 and $ 1 3 1 4 in specific reserves to customers whose loan terms have been modified in troubled debt restructurings as of December 31 201 4 and 201 3 The Bank has committed to lend additional amounts of $45 and $26 as of December 31 201 4 and 201 3 to customers with outstanding loans that are considered to be troubled debt restructurings These loans involved the restructuring of terms to allow customers to mitigate the risk of foreclosure or default by meeting a lower loan payment requirement based upon their current cash flow These may also include loans that renewed at existing contractual rates but below market rates for comparable credit For commercial loans these m odifications typically include a lowering of the interest rate on the loan In some cases the modification will include separating the note into two notes with the first note structured to be supported by current cash flows and collateral and the second note made for the remaining unsecured debt The second note is charged off immediately and collected only after the first note is paid in full This modification type is commonly referred to as an A-B note structure For consumer mortgage loans the restructuring typically includes a lowering of the interest rate to provide payment and cash flow relief For each restructuring a comprehensive credit underwriting analysis of the borrowers financial condition and prospects of repayment under the revised terms is performed to assess whether the structure can be successful and that cash flows will be sufficient to support the restructured debt Anmiddot analysis is also performed to determine whether U1e restructured loan should be on accrual status Generally if the loan is on accrual at the time of restructure it will remain on accrual after the restructuring In some cases a nonaccrual loan may be placed on accrual at restructuring if the loans actual payment h istory demonstrates it would have cash flowed under the restructured terms After six consecutive payments under the restructured terms a nonaccrual restructured loan is reviewed for possible upgrade to accruing status
As with other impaired loans an al lowance for loan loss is estimated for each TOR based on the most likely source of repayment for each loan For impaired loans secured by real estate that are collateral dependent the allowance is computed based on the fair value of the underlying collateral For impaired loans where repayment is expected from cash flows from business operations the allowance is computed based on a discounted cash flow computation
27
STANDARD BANCSHARES INC AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (in thousands except share data)
Note 4 - Loans (Continued)
Troub led Debt Restructurings (TOR) (Continued)
The following table presents loans by c lass modified as troubled debt restructurings that occurred during the years ended December 31 2014 and 2013
Pre- Post-modification modification
Number outstanding outstanding 2014 of loans recorded recorded
investment investment Construction 1 $ 706 $ 813 Commercial real estate owner occupied 2 483 564 Residential real estate 3 1206 1 206 Consumer 5 563 563
Total 11 $2958 $3146
2013 Commercial real estate non-owner occupied 3 $14371 $ 8 670 Commercial real estate owner occupied 3 3505 3581 Commercial 2 1758 1804 Residential real estate 1 403 403
Total 9 $20037 $1 4458
The troubled debt restructurings modified in 2014 and 2013 described above increased the allowance for credft losses by $784 and $317 and did not result in any post-modification charge offs during the years ended December 31 2014 and 2013 respectively
28
STAN DARD BANCSHARES I NC AND SUBSIDIARI ES
NOTES TO CONSOLI DATED FI NANCIAL STATEMENTS (in thousands except share data)
Note 4 - Loans (Continued)
Tro uble d Debt R estructurings TOR ) (Continued)
The following table presents troubled debt restructurings by class and type of modification that occurred during the years ended December 31 2014 and 2013
AB Note Rate Restructure Reduction
2014 Construction $ $ -
Commercial real estate owner occupied 48
Residential Real Estate Consumer 218
Total $ $266
AIB Note Rate Restructure Reduction
2013 Commercial real estate non-
owner occupied $13901 $ 470 Commercial real estate
owner occupied 3073 Commercial 1758 Residential Real Estate 403
Total $13901 $5704
29
Rate Reduction
To Pay amp Advance Taxes of Funds
$ $ 706
435
$435 $ 706
Rate Reduction
To Pay amp Advance Taxes of Funds
$ $
432
$432 $
I nterest Only
Period
$
1206 345
$1551
I nterest Only
Period
$
$
Total
$706
483 1206
563 $2958
Total
$14371
3505 1758
403 $20037
STANDARD BANCSHARES I NC AND SUBSI DIARIES
NOTES TO CONSOLI DATED FINANCIAL STATEMENTS (in thousands except share data)
Note 4 - Loans (Continued)
Troubled Deb t Restru cturings (TOR) (Continued)
The following table presents loans by class modified as troubled debt restructurings for which there was a payment default within twelve months fol lowing the modification during the year ended December 3 1 2014 There were no payment defaults within twelve months following the modification during the year ended December 31 201 3
2014 Commercial
N umber of loans
1
Recorded Investment
$1 600
The troubled debt restructurings that subsequently defaulted in 2014 described above increased the allowance for credit losses by $233 during the year ended December 31 2014 In 2013 there were no troubled debt restructurings for which there was a payment default within twelve months following the modification The troubled debt restructurings resulted in $1600 of charge offs during the year ended December 31 201 4 The troubled debt restructurings did not result in any charge offs during the year ended 2013
Note 5 - Mortgage Servicing Rights
Following is a summary of the activity for mortgage servicing rights
Beginning balance Costs capitalized Accumulated amortization
Ending balance
2014 $ 2726
544 (835)
$ 2 435
2013 $ 2169
1 339 (782)
$ 2 726
2012 $ 1525
1434 (790)
$ 2 169
The aggregate fair value of mortgage servicing rights is based on fundamental analysis and the present value of expected future cash inflows In estimating fair value assumptions have been made regarding prepayment default and interest rates Mortgage servicing rights do not trade in an active market with readily observable prices The Company uses an independent third party to determine the fair value of mortgage servicing rights by estimating the fair value of the future cash flows associated with the mortgage loans being serviced Key economic assumptions used in measuring the fair value of mortgage servicing rights include but are not limited to prepayment speeds discount rates delinquencies and costs to service
A fair market estimate was completed by an independent third party in November 201 4 to determine the amount at which the asset could be exchanged in a current transaction between willing parties other than in a forced liquidation or sale Fair value was estimated based in part on the discounted future cash flows estimated to be received The evaluation used a discount rate for each pool of loan servicing rights which is intended to represent the estimated market yield and estimated cash flow for each pool of servicing rights by utilizing an assumed prepayment speed based on the characteristics of each pool No assurance can be given that the actual prepayments will conform to the prepayment speeds assumed The calculated fair value was compared to market values where possible to ascertain the reasonableness of the valuation in relation to the current market expectations
Mortgage servicing rights outstanding Estimated fair value as a percentage of loans serviced Principal value of loans serviced Estimated fair value of servicing rights outstanding
30
201 4 $ 2435
083 $394217 $ 3272
201 3 $ 2726
083 $382221 $ 3 1 72
STANDARD BANCSHARES INC AND SUBSIDIARIES
NOTES TO CONSOLI DATED FINANCIAL STATEMENTS (in thousands except share data)
Note 6 - Premises and Equipment
Major classifications of these assets are summarized as follows
Land Bank premises Furniture and equipment
Accumulated depreciation Premises and equipment - net
2014 $ 21 699
58 179 31 388
1 1 1 266 (50352)
$ 609 14
201 3 $ 2361 0
69 1 33 44467
1 3721 0 (71 428)
$ 65782
Depreciation expense amounted to $3479 $3668 and $3949 in 2014 201 3 and 2012 respectively_
The Company sold land buildings and vehicles for total proceeds of $1 824 $2 and $1 8 resulting in gross gains on sales of $49 1 $1 and $ 1 8 in the years ending December 3 1 2014 201 3 and 201 2 respectively
In December 2014 the Company signed a definitive agreement to enter into a sale-leaseback of land and buildings for two of its locations The Company designated $ 1 462 of premises as held for sale No write-down was taken at the time of transfer as the assets were anticipated to be sold at a gain In February 2015 the Company closed on a transaction a portion of the gain on sale was recognized in non-interest income The remaining gain was deferred and will be amortized into non-interest income over the lease term
Note 7 - Other Real Estate Owned
Activity in other real estate owned is summarized as followsmiddot
Beginning balance Acquired through or in lieu of foreclosure Proceeds from sales Gain (loss) on sales Write down on other real estate owned
Ending Balance
2014 $ 1 2 930
6 035 (2004)
426 ( 1 1 54)
$1 6233
2013 $1 6896
3 912 (51 35)
170 (2913)
$1 2930
201 2 $ 1 1 496
1 2 1 08 (4096)
(1 36) (2476)
$ 1 6 896
Operating expenses associated with other real estate owned net of write-downs on other real estate owned were $498 $1 96 and $976 in 2014 201 3 and 201 2 respectively
Note 8 - Intangibles
Core deposits Accumulated amortization Core deposits net
2014 2013
$ 8946 (7798)
$ 1 148
$ 8946 (7 1 05)
$ 1 841
Amortization expense amounted to $693 $789 and $885 in 2014 2013 and 20 12 respectively Core deposit intangibles are amortized over an estimated life of fifteen years
middot----- l n-201-2-the-Gompany-reGorded-a-ful l-write-down-of-$239g7-of-goodwill-as-it-was-determined-t0-be--shy
impaired_
3 1
STAN DARD BANCSHARES INC AND SUBSI DIARIES
NOTES TO CONSOLI DATED FI NANCIAL STATEMENTS (in thousands except share data)
Note 9 - Bank Owned Life Insurance
The Bank acquired life insurance policies through prior bank acquisitions and by direct purchase At December 3 1 2014 and 2013 the cash surrender value of these policies was $48470 and $47033 respectively No additional l ife insurance was purchased during 2014 or 2013
Note 10 - Deposits
Deposits at December 3 1 2014 and 2013 by major category are as follows
Demand deposits Non-interest-bearing Interest-bearing
Total demand deposits Savings deposits Time deposits Brokered deposits
Total deposits
2014
$ 612646 492 799
1 1 05445 374142 405857 1 08 1 28
$1 993 572
201 3
$ 536325 525 145
1 061 470 36341 8 427815
66 402
$1 91 9 1 05
The aggregate amount of deposits reclassified as loans (overdrafts) amounted to $2548 and $2781 at December 3 1 2014 and 201 3 respectively
Time deposits that met or exceed the FDIC insurance limit of $250 at year-end 201 4 and 2013 were $1 1 0 1 77 and $92681 respectively
At December 3 1 2014 scheduled maturities of certificates of deposit including brokered deposits are as follows
201 5 2016 2017 201 8 201 9 2020 and thereafter
$408455 65585 1 9838
9830 1 0277
$513 985
Deposits from related parties totaled $33614 and $32595 at December 31 2014 and 201 3 respectively
32
STANDARD BANCSHARES INC AND SU BSI DIARIES
NOTES TO CONSOLI DATED FINANCIAL STATEMENTS (in thousands except share data)
Note 1 1 - Advances from Federal Home Loan Bank
There were no outstanding advances with the Federal Home Loan Bank at December 3 1 201 3 The indebtedness to the Federal Home Loan Bank at December 3 1 2014 was $1 5000 consisting of the following fixed rate advances
Due Date
June 27 201 6 June 27 201 6
Total advances
I nterest Rate
057 057
2014
$1 3000 2 000
$1 5 000
Al l advances and letters of credit from the Federal Home Loan Bank (FHLB) were secured by a g eneral lien on qualifying commercial real estate residential mortgages and home equity loans of the Bank Each advance is payable at its maturity date with a prepayment penalty for fixed rate advances Letters of credit outstanding from the FHLB totaled $3872 and $41 946 at year-end 2014 and 201 3 respectively The advances and letters of credit were collateralized by $679990 of commercial real estate and mortgage loans in 2014 and $203845 of mortgage loans under a blanket lien arrangement at year-end 2013 Based on this collateral and the Companys holdings of FHLB stock the Company was eligible to borrow up to a total of $26951 3 at year-end 2014
Note 1 2 - Other I ncome
Other income consists of the following
Gain (loss) on sale of other real estate owned Gain on sale of premises and equipment Debit cardATM fees Trust feesBrokerage Fees Loan fees and commissions Cash management Bank Owned Life Insurance income Miscellaneous income
Total other income
33
2014
$ 426 491
28 1 8 2533
658 2641 1 437
921
lll 1 925
201 3 201 2
$ 1 70 $ ( 1 36) 1 1 8
2935 2829 2364 1 927
680 932 2286 2020 1 437 1 469 1 267 886
ll1 1 1 40 ll 9 945
STANDARD BANCSHARES INC AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (in thousands except share data)
Note 1 3 - Employee Benefit Plans
Profit Sharing
The Companys bank subsidiary maintains a defined contribution 401 (k) Plan Under terms of the Plan employees meeting age and service requirements may elect to have their compensation reduced and have that amount contributed to the Plan as a salary deferral contribution The Bank at its discretion may make a matching contribution to the Plan equal to a u niform percentage of the salary deferral contributions Apart from any matching contribution the Bank may also make a separate discretionary contribution to the Plan The final liability for matching contributions if any is determined after yearshyend requiring the Bank to estimate its discretionary contribution expense at year end Contribution expense recorded by the Bank amounted to approximately $ 1 1 79 $1 254 and $ 1 685 for 2014 201 3 and 201 2 respectively
Non-Qualified Plan
The Bank maintains a non-qualified deferred compensation plan for a select group of management and employees as determined by the Board of Directors Annual awards if any are based o n preshyestablished performance criteria which are communicated to eligible employees Benefits under the Plan vest after a five year period The liability under the Plan was $403 and $503 as of December 3 1 2014 and 201 3 respectively There was n o expense recorded in 2014 2013 o r 2012
Non qualified Sto ck Option Plan
Pursuant to the Capital Raise Investment Agreements on February 1 2 20 1 3 the Board of Directors of the Company adopted the Standard Bancshares Inc Stock Option Incentive Plan to be effective immediately after the Closing of the capital raise (please refer to Note 21 ) Pursuant to the Stock Option Incentive Plan the Compensation Committee of the Board of Directors of the Company is authorized to grant Incentive Stock Option awards Nonqualified Stock Option awards or a combination thereof to certain officers directors consultants or employees of the Company or any of its Subsidiaries or Affiliates aggregating up to 5402524 shares of the Companys common stock
The option price per share of stock purchasable under a stock option shall not be less than 1 00 of the fair market value of the common stock on the day of the grant Stock option vesting is based o n two components 1 ) a time vested option that vests over four years one fourth on each of the first four anniversaries from the option grant date and 2) a performance vested option that vests if there is an exit event resulting in the investor actually realizing an internal rate of return (RR) greater than or equal to 1 2 based on their original investment of $465 per share on February 22 201 3 Vesting is subject to acceleration in certain circumstances The options will expire if not exercised within 1 0 years of the
middot
date of grant and under certain other (employment) circumstances
The fair value of options granted was estimated on the date of grant using the Black Scholes optionsshypricing model using the assumptions noted in the table and commentary below The risk free rate of return is based on the constant maturity yield of a US Treasury note with a fixed rate term of 1 0 years at date of grant The volatility rate is derived from historical index values of publicly-traded commercial banks with assets between $1 and $5 billion Index values of comparably sized companies were used as a proxy because the Companys common stock is not exchange-listed and there is not an active trading market for the common stock The dividend yield assumption is based o n the Companys expected dividend payouts
34
STANDARD BANCSHARES INC AND SUBSIDIARI ES
NOTES TO CONSOLIDATED FI NANCIAL STATEMENTS (in thousands except share data)
Note 1 3 - Employee Benefit Plans (Continued)
Risk free rate of return
2014 20 1 3
275 1 97 Time remaining until expiration of the options Volatility rate
1 O years 1 0 years 1 392 1 587
Dividend yield 000 000
A summary of the activity in the non-qualified stock option plan for 2014 follows Weighted Average
Weighted Remaining Average Contractual
Number of Exercise Term Time Vested Stock Options Shares Price (in years)
2014 Outstanding at beginning of year 1 46651 5 $ 465 915
Granted 1 1 701 95 515 916 Exercised
Expired
Forfeited (23545) 494 870
Outstanding at end of year 2613 165 $ 487 860
Exercisable at end of year 366629 $ 465 815
2013 Outstanding at beginning of year $ Granted 1 466515 465 9 15 Exercised
Expired
Forfeited
Outstanding at end of year 1 465515 $ 465 9 15
Exercisable a t end o f year $
Aggregate Intrinsic Value
$ 1 1 1 8
$ 238
$ 733
$
The weighted average fair value of time vested options granted during 201 4 and 201 3 was $1 21 and $1 3 2 per option respectively
35
STANDARD BANCSHARES INC AND SUBSIDIARI ES
NOTES TO CONSOLIDATED FI NANCIAL STATEMENTS (in thousands except share data)
Note 1 3 - Employee Benefit Plans (Continued)
Performance Vested Stock Options 2014 Outstanding at beginning of year
Granted
Exercised
Expired
Forfeited
Outstanding at end of year
Exercisable at end of year
2013 Outstanding at beginning of year
Granted
Exercised
Expired
Forfeited
Outstanding at end of year
Exercisable at end of year
1 466515
1 170195
(26909)
2609801
1 465515
1 465515
$ 465
515
490
$ 487
$
$ 465
$ 465
$
91 5
91 6
864
860
g_1 5
91 5
$ 1 1 1 8
$
$ 733
$
The weighted average fair value of performance vested options granted during 201 4 and 201 3 was $040 for each year
Time Ve ste d O ption s
The Company recognized $782 and $44 I of stock-based compensation expense related to the granting of time vested stock options for the years ended December 20 14 and 2013 respectively There were no time vested options granted in 2012
As of December 3 1 201 4 there was $2 1 30 of total unrecognized compensation cost related to nonshyvestediime vested options granted underthe Plan The unrecognized cost is expected to be recognized over a weighted-average period of 26 years
Performan ce Veste d O ption s
The value of the performance vested options is a function of 1 ) the likelihood of a n Exit Event and 2) the likelihood of that Exit Event achieving the 1 2 IRR threshold These weighted average probabilities are then m ultiplied by the full value of a time vested option to derive the value of the performance options
The valuation methodology for the performance vested options involved ihree separate analysis
I Sale of control analysis 2 Initial public offering analysis 3 Remain private analysis
There was no expense recorded in 201 4 and 201 3 related to the performance vested options
There were no performance vested options granted in 201 2
36
STANDARD BANCSHARES INC AND SUBSIDIARI ES
N OTES TO CONSOLI DATED FI NANCIAL STATEMENTS (in thousands except share data)
Note 1 3 - Employee Benefit Plans (Continued)
As of December 3 1 2014 there was $1 059 of total unrecognized compensation cost related to nonshyvested performance vested options granted under the Plan The cost is expected to be recognized when it is determined that it is probable that a qualifying Exit Event will occur
Note 1 4 - Commitments
Operating Leases
The Bank leases property at various branch locations unde r terms that are considered to be an operating lease The leases expire in various years through 2020 Office rent expense was $728 $875 and $919 for 2014 2013 and 2012 respectively
Other Co mmitments
The Bank has a contract with a computer seNice company that expires in 201 6 Data processing expense was $2729 $2746 and $2424 for 201 4 201 3 and 2012 respectively
Annual future minimum payments for these agreements are as follows
Note 1 5 - Income Taxes
Year ending December 31 201 5 201 6 2017 20 1 8 201 9 2020 and thereafter
$3037 2884
394 203 1 26
1 6 $6 660
The components of the provision (benefit) for income taxes are as follows
Current Deferred Total Tax Expense (Benefit)
2014 $ 3494
7 1 62 $ 1 0656
201 3 $ 2373
3425 $ 5798
2012 $ 1 306
(6928) $ (5622)
The effective tax rate differs from the federal statutory rate primarily due to the following
Tax at statutory federal income tax rate Tax exempt interest income State income taxes net of federal benefit BOLi income Meals and entertainment Non-deductible expenses Goodwill impairment
201 4
$8483 (133) 1 5 1 6 (486)
77 76
Stock settled rights expense 639
201 3 $ 4750
(82) 766
(486) 84
1 02
2012 $(1 2371 )
(1 08) (866) (500)
79 80
8 1 55
O th enet--=====48=====664=--====(-l --
$1 0656 $ 5798 $ (5622)
37
STANDARD BANCSHARES INC AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (in thousands except share data)
Note 1 5 - Income Taxes (Continued)
The net deferred tax asset included at December 31 2014 and 2013 consists of the following
2014 201 3 Gross deferred tax assets
Allowance for loan losses $19212 $23305 Other real estate owned 2866 49 1 6 Non-accrual loan interest 4064 3 991 State net operating loss 1 835 2358 Accrued compensation 1 938 1 471 Depreciation 1 387 1 412 FNMA amp FHLMC preferred stock 1 270 1 270 Other assets 271 434
Total gross deferred tax assets $32843 $39 157
Gross deferred tax liabilities Purchase accounting adjustments $ 1 069 $ 1 282 Mortgage servicing rights 946 1 060 Unrealized gainloss on AFS securities 1 1 9 692 Other liabilities 1 306 1 31
Total gross deferred tax liabilities $ 3440 $ 3 165
Net deferred tax asset $29403 $35992
At December 31 2014 the Company has $33929 of Illinois net operating loss carryforwards expiring in 2025 and $2330 Indiana net operating Joss expiring in 2025 and 2026 which will be available to reduce future taxable income
The Company does not expect the total amount of unrecognized tax benefrts to significantly change in the next twelve months The Company recognized no interest andor penalties related to tax matters in tax expense
The Company and its subsidiaries are subject to US federal income tax as well as income tax of the state of Illinois and Indiana The Company is no longer subject to examination by taxing authorities for years before 201 0
3 8
STAN DARD BANCSHARES INC AND SUBSIDIARIES
NOTES TO CONSOLI DATED FI NANCIAL STATEMENTS (in thousands except share data)
Note 1 6 - Contingent Liabilities and Commitments
The Company does not reflect in its financial statements various commitments and contingent liabilities which arise in the normal course of business and which involve elements of credit risk interest rate risk and liquidity risk These commitments and contingent liabilities are commitments to extend credit commercial letters of credit and standby letters of credit A summary of the Banks commitments and contingent liabilities at December 31 is as follows
Commitments to extend credit under Unused commercial and other lines of credit Unused equity lines of credit Standby letters of credit
2014 201 3
$262907 46 125 42041
$234893 52905 40284
Commitments to extend credit commercial letters of credit and standby letters of credit a l l include exposure to some credit loss in the event of nonperformance of the customer The Banks credit policies and procedures for credit commitments and financial guarantees are the same as those for extension of credit that are recorded on the consolidated balance sheet Because these instruments have fixed maturity dates and because many of them expire without being drawn upon they do not generally present any significant liquidity risk to the Bank The Bank has not incurred any significant losses on its commitments in either 2014 201 3 or 2012
The Bank is party to litigation and claims arising in the normal course of business Management after consultation with legal counsel believes that the liabilities if any arising from such litigation and claims will not be material to the Companys consolidated financial position
Note 1 7 - Derivatives
D erivative contracts entered into by the Company are limited to those that are treated as non-designated derivative instruments The Company provides customers with interest rate swap transactions and offsets the transactions with interest rate swap transactions with inter-bank dealer counterparties as a means of offering risk management solutions to customers As ofDecember 3 1 2014 there were $6006 outstanding in notional values of swaps where the Company pays a variable rate of interest and the customer pays a fixed rate of interest This position is offset with counterparty contracts where the Company pays a fixed rate of interest and receives a floating rate of interest The estimated fair value of interest rate swaps was recorded as an asset of $207 and as a liability of $214 as of December 31 2014 Swaps with customers and inter-bank dealer counterparties are carried at fair value with adjustments recorded in other income The net effect of fai r value adjustments running through the income statement was immaterial during the year ended December 31 2014 There were no interest rate swap derivatives as of December 3 1 2013
3 9
STANDARD BANCSHARES I NC AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (in thousands except share data)
Note 1 8 - Financial I nstruments Fair Value Disclosure
The fair value measurement accounting Hterature establishes a fair value hierarchy which requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value The standard describes three levels of inputs that may be used to measure fair value
1 Level 1 - Unadjusted quoted mariltet prices in active markets that are accessible at the measurement date for identical unrestricted assets
2 Level 2 - Significant other observable inputs other than Level 1 prices such as quoted market prices for similar assets and liabilities quoted prices in markets that are not active or other inputs that a re observable or can be corroborated by observable market data
3 Level 3 - Signlficant unobservable inputs that reflect a reporting entitys own assumptions about the assumptions that mariltet participants would use in pricing an asset o r liability
A financial instruments level within the fair value hierarchy is based on the lowest level of input that is significant to the fair value measurement
Fair values of assets measured on a recurring basis at December 3 1 2014 and 2013 are as follows
De ce mbe r31 2014 Financial Assets
Securities available-for-sale US government sponsored entities and agencies Mortgage-backed securities - residential Equity securities
Total securities available-for-sale
Derivatives
Financial Liabilities
Derivatives
De ce mbe r 31 2013 Financial Assets Securities available-for-sale
US government sponsored entities and agencies Mortgage-backed secu rities - residential Equity securities
Total securities available-for-sale
Fair Value
$1 46307 3668 4 41 9
$1 54 394
$ 207
$ 214
$ 1 24431 1 2203
2 954 $ 1 39 588
Fair Value Measurements Usin1 Quoted Significant P rices Other
in Active Observable Markets Inputs (Level 1 ) (Level 2)
$
392 $ 392
$ -
$ -
$
$1 46307 3668 4 027
$1 54 002
$ 207
$ 2 1 4
$ 1 24431 12203 1 984
$1 38 61 8
Significant Unobservable
Inputs (Level 3)
$
$
$
$
$
$
As of December 31 2014 and 2013 there were no transfers between levels
40
STANDARD BANCSHARES I NC AND SUBSI DIARIES
NOTES TO CONSOLI DATED FI NANCIAL STATEMENTS (in thousands except share data)
Note 1 8 - Financial I nstruments Fair Value Disclosure (Continued)
The fair values of marketable equity securities available-for-sale are generally determined by quoted market prices in active markets for each specific security (Level 1 measurement inputs) If Level 1 measurement inputs are not available for a marketable equity security the fair value is determined by the quoted market price of a similar security traded in an active market (Level 2 measurement inputs)
The fair values of debt securities available-for-sale are generally determined by matrix pricing which is a mathematical technique widely used in the industry to value debt securities without relying exclusively on quoted market prices for the specific securities b ut rather by relying on the securities relationship to other benchmark quoted securities (Level 2 measurement inputs)
Derivative s
The fair value of derivatives are based o n valuation models using observable market data a s of the measurement date (Level 2) Our derivatives are traded in an over-the-counter market where quoted market prices are not always available Therefore the fair values of derivatives are detenmined using quantitative models that utilized multiple market inputs The inputs will vary based on type of derivative but could include interest rates prices and indices to generate continuous yield or pricing curves prepayment rates and volatility factors to value the position The majority of market inputs are actively quoted and can be validated through external sources including brokers market transactions and thirdshyparty pricing services
Fair values of assets measured on a nonrecurring basis are as follows
Oe ce mbe r31 2014 Other real estate owned net Impaired loans Loans held for sale Mortgage servicing rights
De ce mbe r 31 2013 Other real estate owned net Impaired loans Loans held for sale Mortgage servicing rights
Fair Value
$ 1 6233 41 895
8274 2435
$12 930 54 1 62
5408 2726
Fair Value Measurements Using Quoted Significant Prices Other
in Active Observable Markets Inputs (Level 1 ) (Level 2)
$ $
8274
$ - $
5408
Significant Unobservable
Inputs (Level 3)
$ 1 6233 41 895
2435
$1 2930 541 62
2726
Other real estate owned are initially recorded at fair value less costs to sell when acquired and are subsequently measured at the lower of cost or fair value less estimated costs to sell Fair values are based on third party appraisals of the property or internal valuations on smaller properties using comparable market data and various external resources resulting in a level 3 classification When the carrying value exceeds the fair value less costs to sell an impairment loss is recognized
The fair value of impaired loans secured by real estate with specific allocations of the allowance for loan --------- 1osses-is-generally-based-on--recent-real-estate-appraisals-or-internal-valuations-on-smaller-prnperties--shy
using comparable market data and various external resources These appraisals may utilize a single
41
STANDARD BANCSHARES INC AND SUBSI DIARIES
NOTES TO CONSOLI DATED FI NANCIAL STATEMENTS (in thousands except share data)
Note 1 8 - Financial Instruments Fair Value Disclosure (Continued)
valuation approach or a combination of approaches including comparable sales and the income approach resulting in a level 3 classification
Loans held for sale are carried at the lower of cost or fair value which is evaluated on a pool-level basis The fair value of loans held for sale is determined using quoted prices for similar assets adjusted for specific attributes of that loan or other observable market data such as outstanding commitments from third party investors resulting in a level 2 classification
The Company records its mortgage servicing rights at fair value and includes them in other assets in the Consolidated Balance Sheets Mortgage servicing rights do not trade in an active market with readily observable prices Fair value is based on market process for comparable mortgage servicing contracts when available or alternatively is based on a valuation model that calculates the present value of estimated future net servicing income Key economic assumptions used in measuring fair value of mortgage servicing rights at December 31 2014 included prepayment speeds maturities and discount rates While market based data is used to determine the assumptions the Company incorporates its own estimates of the assumptions market participants would use in determining the fair value of mortgage servicing rights which results in a level 3 classification
De cembe r 31 2014 Assets Cash and cash equivalents Securities held-to-maturity Securities available-for-sale Loans - net Loans held for sale Federal Home Loan Bank stock at cost Accrued interest receivable Derivatives
Liabilities
Deposits Federal Home Loan Bank advances Accrued interest payable Derivatives
De ce mbe r 31 2013 Assets
Cash and cash equivalents Securities held-to-maturity Securities available-for-sale Loans - net Loans held for sale Federal Home Loan Bank stock at cost Accrued interest receivable
Liabi lities Deposits Accrued interest payable
42
Carrying Value
$ 1 99476 3888
1 54394 1 744331
8274 3247 59 1 9
207
$ 1 993572 1 5000
265 214
$ 234 1 83 1 762
1 39588 1 61 9995
5408 3 143 5 576
$1 91 9 1 05 286
Fair Value
$ 1 99476 3 564
1 54394 1 798279
8274 3247 591 9
207
$1 992796 1 4984
265 214
$ 234 1 83 1 41 5
1 39588 1 679668
5408 3 143 5576
$ 1 920335 286
STANDARD BANCSHARES I NC AND SUBSI DIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (in thousands except share data)
Note 1 8 - Financial I nstruments Fair Value Disclosure (Continued)
In estimating the fair value of certain assets and liabilities not previously presented the following assumptions were made
Cash and Cash Equivalents
The carrying amounts of cash and equivalents reported in the balance sheet approximate fair value
Securities
Estimated fair values of securities are based on one of three models 1 ) quoted market prices where available 2) quoted market prices for similar instruments if quoted market p rices are not available 3) unobservable data that represents the Banks assumptions about items that market participants would consider in determining the fair value where no market data is available
L oans
Fair values of loans excluding loans held for sale are estimated as follows For variable rate loans that re-price frequently and with no significant change in credit risk fair values are based on carrying values Fair values for other loans are estimated using discounted cash flow analyses using interest rates currently being offered for loans with similar terms to borrowers of similar credit quality to calculate the present value of future contractual principal and interest cash flows and discounting them back to the present using a discount rate Impaired loans are valued at the lower of cost or fair value as described previously The methods utilized to estimate the fair value of loans do not necessarily represent an exit price
The fair value of loans held for sale is estimated based upon binding contracts and quotes from third party investors
Federal Home Loan Bank (FHLB) Stock
The carrying amounts reported in the balance sheet approximate fair value
Accrued Interest Receivable I Payable
The carrying amounts reported in the balance sheet approximate fair value
Deposits
The fair values disclosed for demand deposits (eg interest and non-interest checking passbook savings and certain types of money market accounts) are by definition equal to the amount payable on demand at the reporting date (ie their carrying amount) The carrying amounts of variable rate fixed-term money market accounts and certificates of deposit approximate their fair values at the reporting Fair values for fixed rate certificates of deposit are estimated using a discounted cash flows calculation that applies interest rates currently being offered on certificates to a schedule of aggregated expected monthly maturities on time deposits
Federal Home Loan Bank Advances
The fair value of Federal Home Loan Bank advances is estimated using discounted cash flow analyses --------based-on-the-currentborrowing-rate-of-similartypes-of-advances
43
STANDARD BANCSHARES I NC AND SUBSIDIARI ES
NOTES TO CONSOLI DATED FINANCIAL STATEMENTS (in thousands except share data)
Note 1 8 - Financial I nstruments Fair Value Disclosure (Continued)
Off-balance sh eet in strum ents
Fair asset andor liability value of off-balance sheet financial instruments as described in Note 1 6 may be estimated by applying fees currently charged for comparable commitments Based upon the qual ity of these commitments and their demand in the financial market it has been assumed that there is no material difference in the estimated fair value
Note 1 9 - TARP Capital Purchase Program
On April 24 2009 the Company entered into a Letter Agreement with the United States Department of Treasury (the Treasury) pursuant to which the Company sold to the Treasury 6000 shares of the Companys Fixed Rate Cumulative Perpetual P referred Stock Series A for $60 million and a warrant to acquire $3 million of Fixed Rate Cumulative Perpetual P referred Stock Series B for a nominal exercise price Immediately upon consummation of the closing the Treasury exercised the warrant and acquired the Series B Preferred Stock The Preferred Stock Series A qualified as Tier 1 capital and paid cumulative dividends q uarterly at a rate of 5 per annum The P referred Stock Series B qualified as Tier 1 capital and paid cumulative dividends quarterly at a rate of 9 per annum The difference between the initial carrying value that was allocated to the Series B Preferred Stock and its redemption value of $3 million will be charged to retained earnings (with a corresponding increase in the carrying value of the Series B Preferred Stock) over the first five years of the contract as an adjustment to the dividend yield using the level yield method During 201 1 the Company elected to suspend dividend payments For the year ended December 31 2012 total dividends of $3462 had been declared but not paid On February 22 201 3 1 3548387 of common shares were issued to the US Treasury in exchange for the $60 million and $3 million of Fixed Rate Cumulative Preferred Stock Series A and Series B respectively The Treasury subsequently sold those shares to institutional investors at $465 per share In addition the Company paid $6 million of dividends to the Treasury which included 1 00 of past due dividends and dividends due through February 22 2013
Note 20 - Regulatory Matters
The Companys primary source of cash is dividends received from its subsidiary bank The subsidiary bank is subject to certain restrictions on the amount of dividends that it may declare without prior regulatory approva L In addition the dividends declared cannot be in excess of the amount which would cause the subsidiary bank to fall below the minimum required for capital adequacy purposes
Banks and bank holding companies are subject to regulatory capital requirements administered by federal banking agencies Capital adequacy guidelines and additionally for banks prompt corrective action regulations involve quantitative measures of assets liabilities and certain off-balance-sheet items calculated under reg ulatory accounting practices Capital amounts and classifications are also subject to qualitative judgments by regulators Failure to meet capital requirements can initiate regulatory action Management believes as of December 3 1 2014 the Company and Bank meet al l capital adequacy requirements to which they are subject
Prompt corrective action regulations provide five classifications well capitalized adequately capitalized undercapitalized significantly u ndercapitalized and critically undercapitaized although these terms are not used to represent overall financial condition If adequately capitalized regu latory approval is required to accept brokered deposits If undercapitalized capital distributions are limited as is asset growth and expansion and capital restoration p lans are required At year-end 201 4 and 2013 the most recent reg ulatory notifications categorized the Bank as well capitalized under the regulatory framework for prompt corrective action There are no conditions or events since that notification that management believes have changed the institutions category
44
STAN DARD BANCSHARES I NC AND SUBSI DIARI ES
NOTES TO CONSOLIDATED FI NANCIAL STATEMENTS (in thousands except share data)
Note 20 - Regulatory Matters (Continued)
The Banks actual and required capital amounts and ratios are as follows
To Be Well Capitalized U nder
For Capital Prompt Corrective Actual Adeguac[ Puqoses Action Provisions
Amount Ratio Amount Ratio Amount Ratio As of December 31 2014 Total Capital
(to risk-based assets) Company $271 785 143 $ 152226 80 NA NA Bank 269993 1 42 1 52229 80 $1 90286 1 00
Tier I Capital (to risk-based assets) Company 247887 1 30 76 1 1 3 40 NA NA Bank 246093 129 761 14 40 1 14 171 60
Tier I Capital (to average assets) Company 247887 1 08 92 1 26 240 NA NA Bank 246 093 1 07 92 1 09 240 1 1 5 1 36 2 5 0
As of December 31 2013 Total Capital
(to risk-based assets) Company $246213 1 38 $142344 280 NA NA Bank 244607 1 38 1 42 170 280 $ 1 77713 2100
Tier I Capital (to risk-based assets) Company 223444 126 71 1 72 240 NA NIA Bank 221 838 1 25 71 085 240 1 06628 2 60
Tier I Capital (to average assets) Company 223444 1 03 86430 240 NIA NA Bank 221 838 1 03 86450 240 1 08 063 2 50
45
STANDARD BANCSHARES INC AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (in thousands except share data)
Note 21 - Capital Management
The overall objectives of the Companys capital management are to have the availability of sufficient capital to support loan deposit and other asset and liability g rowth and to maintain capital to absorb unforeseen losses or write-downs that are inherent in the business risk associated within the banking industry The Company seeks to balance the need for higher capital levels to address growth and unforeseen risks and the goal to achieve an adequate return on capital invested
In July 201 3 the federal banking agencies issued a final rule revising the regulatory capital rules applicable to most national banks and federal savings associations as well as their holding companies generally beginning on January 1 201 5 The rule implements the Basel Committees December 201 O framework known as Basel I l l for strengthening the international capital standards as wel l as certain p rovisions of the Dodd-Frank Act The final ru le implements a revised definition of regu latory capita l a new common equity Tier 1 minimum capital requirement of 450 and a higher minimum Tier 1 capital requirement of 600 (which is an increase from 400) Under the final rule the total capital ratio remains at 800 and the minimum leverage ratio is 400
Additionally under the final rule in order to avoid l imitations on capital distributions including dividend payments and certain discretionary bonus payments to executive officers a banking organization must hold a 25 capital conservation buffer composed of common equity Tier 1 capital above its minimum risk-based capital requirements The b uffer is measured relative to risk-weighted assets The final rule also enhances risk sensitivity and addresses weaknesses identified by the regulators over recent years with the measure of risk-weighted assets
The new minimum capital requirements will b e effective for the Company on January 1 201 5 whereas the capital conservation buffer and the deductions from common equity Tier 1 capital phase in over time beginning on January 1 201 6
Capital Raise
On February 22 201 3 Standard Bancshares Inc completed its recapitalization by issuing 29864795 shares of common stock at $465 per share for gross proceeds of $ 1 389 million 1 3 548387 of the common shares were issued to the US Treasury (the Treasury) in exchange for the $63 million of Fixed Rate Cumulative Preferred Shares Series A and B The Treasury subsequently sold those shares to I nstitutional Investors at $465 per share An additional 16 316408 of common shares were issued to Institutional Investors and private investors Of the aggregate 29864795 common shares issued 1 9430750 are voting shares and 1 0434045 are mm-voting shares
In conjunction with the recapitalization the Articles of Incorporation of the Company were amended to authorize 20000000 shares of preferred stock at $001 par value No preferred stock has been issued as of December 31 2014
Sto ck Settled Rights (SSRs)
On February 22 201 3 in connection with the recapitalization of the Company the Board of Directors distributed as a dividend in kind 7293407 Stock Settled Rights (SSRs) to the holders of the Common Stock as of the Record Date (November 5 2012) The number of SSRs issued is equal to the product of (i) 03888 and (ii) 18757921 the number Common Shares outstanding as of the Record Date The estimated fair value of the SSRs completed by an independent third party as of September 30 2014 and February 22 201 3 was determined to be approximately $026 per SSR or $1 880 and approximately $021 per SSR or $1 532 respectively Expense recorded related to the SSRs was $1 880 in 2014 No expense was recorded in 201 3
46
STANDARD BANCSHARES INC AND SUBSI DIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (in thousands except share data)
Note 21 - Capital Management (Continued)
Stock Settled Rights (SSRs) (Continued)
The SSRs are structured as common stock dividends to be paid to certain common shareholders of the Company under specific conditions The amount of common stock to be distributed is determined by a formula that considers among other things the value of the outstanding common stock at the Settlement Date Settlement Date is defined as the earlier of (i) the date a liquidity event (an I POrecapitalization or a sale of control) occurs during the term of the SSRs and (ii) the SSR Expiration Date (February 22 201 8) The SSRs will be exercised based on the value of the common shares at that time subject to the Settlement Rate formula
The Accretion Rate is a component of the Settlement Rate It is either an middotannual rate of 80 or 120 with the value determined by the cum ulative economic losses that occur in the loan portfolio from June 30 201 1 to the time the SSRs are settled
On the Settlement Date the Company shall determine the number of shares of Common Stock issuable upon the settlement of an SSR The Settlement Rate shall be calculated based on a formula that considers among other factors the value per share of the common stock on a fully diluted basis reduced by the accretion rate with that number divided by the value per share of common stock on a fully diluted basis
If the Settlement Rate is greater than zero the Company shall issue and deliver to each of the SSR Holders a number of shares of Common Stock equal to the product of (i) the Settlement Rate multiplied by (ii) the number of SSRs held by such H older as reflected in the SSR register as of the close of business on the last Business Day prior to such Settlement Date
In connection with the occurrence of a Liquidity Event on or prior to the Expiration Date the Board of Directors may at its option and in its sole discretion order the redemption and the Company may redeem the SSRs in whole or in part at the redemption price per SSR based on a formula that considers the price per share of Common Stock at which the Company is valued on a fully diluted basis in connection with such Liquidity Event as determined in good faith by the Independent Committee plus a l l cash dividends paid oil the common stock from the date of issuance of the SSRs less $465 accreting on a daily basis at the Accretion Rate
The Company hired an independent third party firm to value the SSRs The following variables were taken into consideration when deriving a value for the SS Rs
1 ) The probability of a liquidity event (sale of control or PO) during the term of the SS Rs 2) The Accretion Rate assigned to the Settlement Rate of the SSRs 3) The estimated value of the Companys common stock at the earlier of a) a liquidity event or b)
the SSR Expiration Date (February 22 201 8) 4) The type of liquidity event that might occur 5) Future value parameters including a) tangible common book value b) earnings and c) market
conditions
The valuation of the common shares at the Settlement Date will depend on the Companys financial condition and the market pricing of financial institution stock both on a stand-alone basis and on a sale of control basis at that time
47
STANDARD BANCSHARES I NC AND SUBSIDIARI ES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (in thousands except share data)
Note 22 - Condensed Financial Statements
The Company was incorporated in I l linois on February 23 1 982 The Company accounts for its investment in subsidiaries under the equity method Under this method the investment is recorded at cost adjusted for the subsidiaries undistributed net income (loss) Presented below are the condensed financial statements of Standard Bancshares I nc (Parent Company Only)
Assets Cash Investment in subsidiaries Other assets
Total assets
CONDENSED BALANCE SH EETS DECEMBER 31 2014 AND 2013
Liabilities and shareholders equity Other liabilities Total stockholders equity
Total liabilities amp stockholders equity
2014 $ 4 163
264242 328
$268733
$ 2685 266048
$268733
CON DENSED STATEMENTS O F I N COME YEARS ENDED D ECEMBER 31 201 4 201 3 AND 201 2
2014 I ncome
Other income $
Expenses 2909 Loss before income taxes and equity in undistributed
earnings of subsidiaries (2909) Income tax benefit 88
Loss before equity in undistributed earnings of subsidiaries (2821)
Equity in undistributed earnings (loss) of subsidiaries 1 7 1 1 5
Net income (loss) 1 4294 Preferred dividends and discount accretion on preferred shares
Net income (loss) applicable to common shareholders $1 4294
48
201 3 $ 2 1 95
248 090 1 944
$252229
$ 322 251 907
$252229
201 3 201 2
$ $ 1
1 747 8539
(1 747) (8538) 291 1 0 1 7
(1 456) (7521) 9 629 (23241) 8 173 (30762) 1 1 24 4090
$ 7049 $(34852)
STAN DARD BANCSHARES INC AND SUBSIDIARIES
NOTES TO CONSOLIDATED FI NANCIAL STATEMENTS (in thousands except share data)
Note 22 - Condensed Financial Statements (Continued)
CONDENSE D STATEMENTS OF CASH FLOWS YEARS ENDED DECEMBER 31 2014 201 3 AND 201 2
Cash flows from operating activities Net income (loss)
Adjustments Equity in undistributed net (income) loss of subsidiaries Amortization Stock based compensation expense ( Increase) decrease in other assets Increase (decrease) in other liabilities
Net cash provided by (used in) operating activities Cash flows from financing activities
Issuance of common stock net of issuance costs Capital contribution to Standard Bank Repayment of note payable Cash Dividends
N et cash provided by financing activities
Net increase (decrease) in cash
Cash - beginning of year
Cash - end of year middot
Supplemental schedule of non-cash financing activities Change in par value on common stock Exchange of preferred stock to common stock
49
2014
$ 1 4294
( 17 1 1 5) 28
782 1 616 2363 1 968
1 968
2 1 95
$ 4 163
$ $
201 3
$ 8 1 73
(9629) 29
441 1 872
(4273) (3387)
68598 (41 500) ( 16 1 00)
(6026) 4972
1 585
6 1 0
$ 2 1 95
$ 4277 $63000
201 2
$(30762)
23241 6 1 67
( 1908) 2 043
( 1 2 1 9)
( 1 2 1 9)
1 829
$ 6 1 0
$ $
FORM FR Y-6
STANDARD BANCSHARES INC
Hickory Hills Illinois Year Ending Dccember31 2014
REPORT ITEM
1 The BHC Is not registered with the SEC Coples of the Annual Report Nil be sent undersepirate cover when completed
2a Organization Chart fo Standard BallCShares Inc
I THE BOULEVARD INC
SL John Indiana 100
JnCQrporated in Indiana
2b Branch Verification
STANDARD BANCSHARES INC Hickory Hills Illinois Jncorporateltl In Illinois
STANDARD BANKAND TRUST COMPANY Hickory Hills llllnois
Incorporated In lllnols 100
I STANDARD REDEVELOPMENT INC
Hickory Hills Illinois 100
Incorporated in Illinois
(Not subject to Y-10 reporting ) Code 91 CE - Liquidation Of debts previously contracted
The branch and lax-kl flStings were emailed to branch revieW on 223115
3 (1) As ofyear-end
Name and Address
Trident SBI Holdings lP Greeffilidl CT
Robert E Gallagher Sr Trust John D Gallagher Trustee Palos Heights IL
The Gallagher Standard Bancshares TR Timolhy J GaJagheuror Trustee Hickory Hitls IL
Pantheon Standard LP San Francisco CA
CohesVe Capital Parners LP New York NY W Capital Partners II LP NewYork NY
Couritrlt of Citizenship or lncorooratlon Number and Percentage Of Voting Serurtties
USA 5662194- 1483
USA 5516086 - 1444
USA 4382666 - 1 t47
USA 3762128-985
USA 2 150537 - S63
USA 2 150537 - 563
Note llle shares in the Robert E Gallagher Sr Tr are voted on by John D Gallagher Director of Standard Bank Tue shares Jn the Gallager Standard Bancshares Tr are voted on by Timolhy J Gallagher Director of Standard Bank
3 (2) OtherSharehofors oat listed in Section 3 (1) above that held more than 5 during the year
None
Resuhs A Ilse of branches forvour holdln1 company STANDARD 8ANCSHARES INC (1245590) or HICKORY HILLS IL
The d1ta are n of 12312014 Data re II Kb information tlat wu received aod processed throuah 01072015
Rconcill1Uon and Vc1Uon St I DI 1 In the DIH Action column of each br111Ch row enter one or mort of the actioru specified below
2 If required enter the date In the Ettcttve Olte column
-OK tf the bnch Information s correct enter OK in the Oita AdJon column
Chi nee If the bndl Information Is Incorrect Of Incomplete revt the data enter Chance In the Dita Action column ind the d11te when this infOfmation first became v1lid In the Effective Ote column
am If a bnch listed was sold or clowd enterOose In tht Dita Action column and the s1e or dosured11te In the EtfectW Olte colurm
Olete If a bru1eh listed wu never owntd by this depository Institution enter Delete In the Oeta Acckgtn column
Add If a rt portable brtinch Is mlsslna lnStrt a row add the branch data ald entu Add In the Olt1 Action column and the opening or acquisition date In the Effecttve Date column
If prntln1 this list you m1y need to adjust your page Utup In MS E11ce1 Try using landscape orientation page sollria andor legal sized paper
Submlnion PfOOtdurbull When you ire finished send a saved copy to vour FRB contact Su the detailed lnlttldlons on this si for more informatlon
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Note To satisfy the FR Y-10 reportln1 requirements YoU must tiho submit FR Y-10 Domestic Branth Schedules for each branch with a Data Actlon of Olan1e Close Delete or Add
Thbull FR Y-10 report may be submitted 1n a hardcopy format or 11ia the FR Ymiddot10 OnH11e application middot httpsylOonllnefederalrerve1ov
bull FDtC UNINUM Office Number and ID_RSSO co1unvu ara for reference only Verification of these values is not required
- - 8nch Suvlce Type Branch 10 RSSO ia- terNeme Street Address City
ok FuUServltefHud Officel 19730 STAN OARD BANK ANO TRUST COMPANY 7800 WEST 9STH STREET HICKORY HILLS
ok Full Service 3202168 BOLINGBROOK BRANCH 282 NORTH WEBER ROAD BOLINGBROOK
ok Limited Strvce 4126065 CALUMET CITY 1968 SIBLEY BOULEVARD CALUMET CITY
FullSetvke 3309928 CLARK STREET 8RANOi 3747 NORnt CLARK STREET atlCAGO
ok FullServiett 474339 EWING BRANOf 10635 SOUTH EWING AVENUE CHICAGO
ok Full Servtce 2079925 HEGWISCH BRANCH 13336 SOUTH BALTIMORE AVENUE CHICAGO
ok limited Se-rvke 20817)5 SOUnt DERRING FACILITY 10535 SOVTH TORRENCE AVENUE CHICAGO
Full Service 4099271 THOREK BRANOi 836 WEST IRVING PARK ROAD OUCAGO
ok Full Service 2121280 COAL CITY BRANot 20 SOUTH KANKAKEE COAlCITY
full Service 2809038 EVERGREEN PARK BRANCH 2400 WEST 95TH STREET EVUtGREEN PARK
ok Full Service 3188909 FRANKFORT BRANCH 19997 LA GRANGE ROAD FRANKFORT
Full5etvice 810436 CiARONERBRANCJ1 118 DEPOT STREET GARDNER
ok FultSrvlct 3188897 JOLIET ampRANCJ1 2398 ESSINGTON ROAO JOLIET
Full Service 3439553 LOClCPORT BRANCH 16545 WEST 159TH STREET LOCKPORT
ok Full Service 290931 LYONSlST AVENUE BRANCH 8601 OGDEN AVENUE LYONS
ok Full Service 3671504 MINOOKA BRANCH 515 WESTUS ROUTE 6 MINOOKA
ok LlmltcServfce 2111338 MOAAIS LISBON BRANCH 1433 USBON STREET MORRIS
ok Full Servkt 2809010 MORRIS ROUTE 6 BRANCH 1111 WEST US ROUTpound 6 MORRIS
Ful1 Servlct 2809047 NAPERVILLE BRANCH 1607 NORTH AURORA ROAD NAPERVILLE
ok full 5ervfce 2809056 NEW LENOX BRANCH 456 NELSON ROAD NEW LENOX
Full sMce 2103129 OAK FOREST BRANOf 15901 SOUTH CENTRAL AVENUE OAX FOREST
ok Full SeMct 3490255 OAK LAWN lllTH BRANOf 4700 WEST 111TH STREET OAK LAWN
ok Full Sfrvlce 2096717 OAK LAWN 95TH BRANCH 4001 WEST 95TH STREET OAK LAWN
ok Full Service 2295538 ORLAND PARK BRANCH lSCXJO SOUTH WOLF ROAD ORLAND PARt
State VpCode
IL 60457
IL 60440
IL 60409
IL E06H
IL 00617
IL 0063
IL 00617
IL 60613
IL 60416
IL 60805
IL 6042
IL 60424
IL 60435
IL 60441
IL 60534
I L 60447
IL 60450
IL 60450
IL 60563
IL 60451
IL 60452
IL 60453
IL 60453
IL 60467
County CawN FDICUNINUM Offb Numberbull Haad otfice Head Office 10 RSSD Comments
COOK UNITEO STATES 10748 0 STANOARO BANK ANO TRUST COMPANY 19730
Will UN ITED STATES 419532 34 STANDARD BANK ANO TRUST COMPANY 19730
COOK UNITED STATES 510611 44 STANDARD BANK AND TRUST COMPANY 19730
COOK UNITpound0 STATES 429662 35 STANDARD BANK ANO TRUST COMPANY 19730
COOK UNITED STATES 12089 18 STANDARD BANK AND TRUST COMPANY 73ltgt
COOK UNITED STATES 244100 20 STANDARD BANK ANO TRUST COMPANY 19730
COOK UNITED STATES 244099 19 STANDARD BANK ANO TRUST COMPANY 19730
COOK UNITED STATpoundS 510612 4S STANDARD BANKANDTRUSTCOMPANV 1973ltgt
GRUNDY UNITED STATES 263852 17 STANDARD SANK AND TRUST COMPANY 730
COOK UNITED STATES 13875 4 STAN OARD BANK AND TRUST COMPANY 19730
Will UNITED STATES 357237 15 STAN OARD BANK AND TRUST COMPANY 19730
GRUNDY UNITED STATES 7234 1 STAN DARO BANK ANO TRUST COMPANY 19730
Will UNITED STATES 238ASA 13 STANDARD BANK ANO TRUST COMPANY 19730
Will UNlTEO STATES 450324 38 STAN OARD BANK AND TRUST COMPANY 19730
COOK UNITED STATES 10912 22 STANDARD BANK ANO TRUST COMPANY 19730
GRUNDY UNITED STATES 465426 42 STANDARD BANK AND TRUST COMPANY 1973ltgt
GRUNDY UNITED STATES 266774 16 STANDARD BANK ANO TRUST COMPANY 1730
GRUNDY UNITED STATES 2243S6 10 STANDARD BANK AND TRUST COMPANY 19730
OU PAGE UNITED STATES 238451 6 STANDARD BANK ANO TRUST COMPANY 19730
Will UNITED STATpoundS 238452 11 STAN OARD BANK ANO TRUST COMPANY 19730
COOK UNTED STATES 244101 21 STANDARD BANK AND TRUST COMPANY 19730
COOK UNITED STATES 441863 36 STANDARD BANK AND TRUST COMPANY 19730
COOK UNITED STATES 238447 1 STANDARD BANK AND TRUST COMPANY 19730
COOK UNITED STATES 238450 5 STANDARD BANt AND TRUST COMPANY 19730
ok Fullrvke 2100379 PALOS 11HH BfANOl 11901 SOUTHWEST HIGHWAY PALOSPARIC ll 00464 COOK UNITED STATES 238448 2 STAN DARO BANK AND TRUST COMPANY 19730
ok rulSltVice 2427544 PALOS lllST BRANCH 9700WEST lllST STREET PALOS PARK ll 00464 COOK UNlTEOSTATES 238449 3 STAN DARO BANK AND TRUST COMPANY 19730
ot llmtedSrvke 3490273 NORTH RIVERSIDE BRANCH BJSOWEST CERMAK ROAD RlvtRSlDE ll COOK UNITED STATES 441864 37 STANDARD BANK AND TRUST COMPANY 19730
ot FuLServke 3202171 SHOREWOOD BRANOl 970 BROOK FOREST AVENUE SHOREWOOD It - t UNITED STATES 419531 33 STANDARD BANICANDTRUSTCOMPANY 19730
ok FulSrvlee 3188918 VILLA PARK BfWIOi 1 WESrRoostVrlTROAD VlltAPARIC It 50181 OUPAGE UNITED STATES 238455 14 STANDARDBANKANDTRUSTCOMPANY 19730
ok FulSrvke WllMINGTON BRANCH lOOSSOUTH WATER STREET WILMINGTON It 004 lt UNITED STATES 238453 12 STANDARD BANK AND TRUST COMPANY 19730
ok Fulfrvk 3197031 CHESTERTON BRANCH middot 755 JNDIAN BOUNDARY ROAD OIESTERTON IN PORTER UNITEDSTAlES 275664 32 STANDARD BANK AND TRUST COMPANY 19730
ok ruUrvic 2161D17 EASTCHCAGO BRANCH 4518 lNOANAPOUS BOULEVARD EAST CHICAGO IN 46312 lAKE UNITEDSTAlES 29 STANDARDSANKANDTRUSTCOMPANY 19730
ok Fulrvk 4913n HAMMOND BRANCH 1007 CALUMET AVENUE HAMMOND IN 46324 AKE UNITEDSTAlES 42227 30 STANDARD BANK AND TRUST COMPANY 19730
Fulrvlc 2161D3S HIGHtAND BRANCH 2930 RIDGE ROAD HIGHLAND IN 46322 UNITEOSTAlES 275659 27 STANDARD BANK AND lRUST COMP AN I 19730
ot Futtsrvke 2161044 LOWHl BRANCH 2090 EAST COMMERICALAVENUE LOWELL IN 463Sfgt21r AKE ONITEDSTAlES 275661 28 STANDARD BANK ANDTRUSTCOMPANI 19730
ok Full Srvlce 3439562 MERRlllVlllE BRANCH 579WESTUNCOlN HIGHWAY MERRlllVlllE IN 46410 AKE ONlEO STATES 450325 39 STANDARD BANK AND TRUST COMPANI 19730
ok Full Srvice 453712 SAINT JOHN BRANCH 9321 WICKER AVENUE SAINT JOHN IN 46373middot00 AKE ONtlEDSTATES 42414 26 STANDARD BANK AND rnusr COMPANY 19730
middot
Report ttem 4 Directors and Office (1) Name amp Address
J-Ohn R Barber New York NY
Christopher Doody Ne-vYork NY
1pound1 Pnncipal Occupation [rtmiddotrmiddotwittl BHC
Mariaging Partner eohesiVe ea pita I
Princlpal Storm Point Capital
(3) (bull) TrtiePosition with BHC Diredor
Director
FORM FR Y-9
STANDARD BANCSHARES INC Fiscal YearEnding Decttmber3112014
(3) lb) ltlePosition wffi1 Subsidiaries
NIA
NIA
(3) (c TrtlePosltlon wttn otherbuslne$es
Managtng Partner Cohesive Capital
Principal Stone Point Ciipitit
bull Stone Point ls the manager of the TriOOnt funds which are investment entities that own 25 or morn of the outstanding voting seairities orinlerests in various companles Mr Doody ls an ernployee and officer of Stone Point and is oo deemed to contror S1oria Point or the Trldent Funds He is not a principal securities holder of Stone Point or the Trident Funds The invstmenl committees of the Trident Funds are responsible for voting the shares or such companies and Mr Doody is not a member of the investment committees of the Trident Fonds A sctiedule of such companies in which U1e Trident funds hnve invested is available upon request
John o Gallagher Ortand Park IL
Managing Genera[ Partner OfdlarU Hill Bldg Co
Director Dior-standarU Bank
Managin9 GenerBi Partner Orchard HlllmiddotB1dg Co President Ordiard Hm Building Co Inc
Managing Member Qnhard Hill Construction LLC
Managing Membelt Austin Construction Co bull LLC
Presdenl Bougton Development Co
President ennStructildeg Co lnc
Prestdenl middot Farmingdare Development eomiddot
middotana9in middotRa -middot middot fariTijngdre _Mittwo middot
Pldciit_ _ Fam1r9dale Utilify Co_
Managing Partner Frtz91erald Lad lnvestment Ptshp
(4) a) 1w of Voting Shares in BHC
563
middot1483
14450
(4)(o) (4) (b) Names of othfr companitts 4 of Voting (if 25 ormorl voting Shares in Subs securities a held
NIA
NIA
NIA
NIA
NIA
NIA
NIA
NIA
NIA
NIA
Dryden Cons1rudioo Co Inc 100
NIA
NIA
NIA
Frtzgerald Land Investment Plshp 25
(1) Name amp Mdlt=
John D Gallagher CJriand Pru IL
(2) Principal rbull _ BHC1
(3) (b) TdfePosition wiU1 SubsXfiarics
(J)(c TrtiePttSition wTUi other buslncssts
Trustee-Vote 100 Galla171ormiddot Henr)Tnisl
- Gallagher amp Henry Inc
Prumlaquo GaDaQhef Parloecs LP GB4 Jnc
Managing Partner Gl6mwod DevelopmElnt Co
Managmjl farlnelt Heruy Co Managmo Hermann Umd Investment Ptshp
Managing- Kolarlrugtd I lgthp Preltldeot Kokast -kimes Inc
PreSdenl Coo$trixtioo middotmiddot nc
- -MiAdams 400 Investment Ptshp
Msoagir(Q Partner Meifefl1 id lnpoundiiini _Pthp Managing Partner sr middotGod 1nVeslmoo Pbhp Managiog Partnef
-LampftPtshp TruSt6e
ThOGalfaghmiddotorSliujiini middot Trust
(4) (bull) of Voting Shares in BHC
(4) (b) of Voting Shares In SUbs
Names of other companies frf 25 degmom voting securiDes arn heJd NIA
NIA
NIA
NIA
NIA
NIA
NIA
Hennarm Lnnd Investment Ptshp 25
K6irland lovStrnerrlPiStip 25 NIA
NIA
NIA
Laod lNeStrnloi PlShp 25
df1li3 lfjJrlvtrpnt PWiP 25
Land l hp 25
e(Lao1fl PtShp 25_-xmiddotmiddot middot
standard tWesTrust 25 middot
(1) Name amp Address
Tnnothy J GsJlaghet Burr Ridge IL
(2) Principal Occupation [d other than with BHC)
(J) (a) TrltePosifion wtth BHC
(3)(b) TdiePosffion wittl Subskfcuies
OlaHrnan of the Board
(J) (c) TitlePosition with other businees
PreOOeot Brittany Glen Homeownoc l=gtc Suffield Woods Homeowner Assoc FanntngdaJe Viage Com Assoc fumlogdale Vdlage Com Assoc 2 Misty Meadoyenr Homeowner Assoc 1ltings1on Hills liomeOMler Assoc Gallagheramp Henrys Condos Goodiogs Grove Assoc Ganaghcr amp Heruys Goocfings Grove Umbretia Assoc Farmingdale Vil Cooos of Woodridge Homeowner Assoc Radc5ffe rtMe TOvlfflhomes Assoc
BNC OWnefs Assodatioo
Boughton Woodward Commenial Center LLC su-lgle MembeltUC- GB4 i5 member
Union Poirrte Investors Uc Sing1e MemberlLC- Union PcWe Oevclopmeot Co b member
Uoion POOte Buadlog Venture 1lLC Union 00rt lnvestorn LlC ts member Union Pofrrte Buikfing Venlilre 112 LLC Unton Point nveslor lLC is member
Union Pointe Boikfing Venture 3 LLC Union Poinl lnveslors UC is member
standgtnJ Bank -ALm1 Construction Co LlC
Pminlaquo Frtzyerald Lnnd Investment Pbttp
(lt)(bull) ofVotlng Shares in BHC
11520
(4) (b) ofVotiog Shares in Subs
NIA
Names of other companies (If 25 or l1XgtflJ voting securities aro held
NIA NIA NIA NIA NIA NIA NIA WA NIA NIA NIA
WA
NIA
WA
WA
NIA
NIA
WA
NIA
NIA
NIA
WA
WA
(1) =
Timothy J GJJbghctshyBorr Ridge IL
(2) Principal (if oUJef than wtth BHC)
3 (a) TitlePosition wilh BHC (3) 1c) Trtielosilion with other businesses ampcretuy amp Henry Inc
_ GieoMXgtd Developmeot Co
Partner Hermann Land Investment Pt5hp KOOr land Investment Ptstip
Secret3y Kolcast Homes loo
__ Koamp Construction Co Inc
Secrebgty Ordnrd Hin Buikfing Co Inc
Pa1nelt srrvb land 1ovestrnent Pshp -Smotelt Land Investment Ptshp Trustee- Vote 100 The Gollagher stmdafd
Trust
-- uruoo Pointe Development Co
lt4)(a) ofVotiog Shares in BHC
(4) (b) of Voting Shares In Sobs
tfamos of othcreomnk (lf25 ormoro vo6ng sccuritios arc held
NIA
NIA
NIA
Hennano Land Investment Ptshp 25
Kolar land Investment Pshp 25
NIA
NIA
NIA
Maas Land Investment Ptshp 25
McAdams Iand lnv=tmeni Plshp 25
Medema land lnvestme111 Ptshp 25
NIA
NIA
NIA
Slivka land Investment Plshp 25
SmoterUmd I Ptshp 25
Unkio Pointe Devdopmcot Co 25
(11 (21 Pl (a) 3 (b) 3) c) 4 (a) (4)b) Names of othelt com pan Name amp Adqross princi Occupation TJdcPositiorl TJHePositiorl TrticPosIDon of Voting of Voting [If 25 or mon voting
(if other than with Bl tc) wtth SHC with Subsidiaries with other businesses Shares In BHC Shares in Subs securities are heJd
Timothy J GaUagilet Slaquoretmy GB4 Inc SurRXgeIL GB4 lnc 251
Uoioo Polnte Bonding Venture 3 UC NIA Uoiont PoCnt lnves1ocs LLC is member
Lawraooe P Kelley NIA DirododVJCO Chaifman Oamp-edooVlce Chairman NIA 023lt))1 NIA NIA Pltullt IL PreraquoleoUCEO -0-0
standam Bank
Atampief Ko-arldt NIA DirodOlt Dirodoc NIA 0140 NIA NIA 1-fmsdak ll -
Howrd K Priess JI - deg Dirodoc Solo Pradiltgtoelt 0140 NIA NIA NapeMe IL Standard Bank
Owner White Oak Construction LlC Wh4te Oak Construction LLC 100
Robert A RoslKWt NIA Lead ndepcodeot Director oltedoc NIA D140( NIA NIA QOCago u standanl Bank
Charles E Shomo rv NIA deg Ciredor NIA 013lfI( NIA NIA Bur Ridgo IL standam Bank
Patrick J Hunt NIA _ Executive VPCFO NIA 008 NIA NIA Palos Heights IL EVPCfO standanl Bank
deg Scoltzu NIA Asst VPJAssl Asst VPAsst Secy NIA 00CXgt1 NIA NIA
Everyreen Park IL Sea-- SiandagtO Bank
STANDARD BANCSHARES INC AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (in thousands except share data)
Note 4 - Loans (Continued)
The following tables present the balance of the allowance for loan losses and the recorded investment in loans by portfolio segment and based on impairment method
December 31 201 4
Allowance for Joan losses
Ending balance individually evaluated for impainnent
Ending balance collectively evaluated for impainnent
Total ending allowance
Loans Ending balance individually evaluated
for impainnent Ending balance collectively evaluated
for impainnent
Total ending loan balances
Oecember 31 2013
Allowance for loan losses
Ending balance individually evaluated for impainnent
Ending balance collectively evaluated for impainnent
Total ending allowance
Loans Ending balance individually evaluated
for impainnent Ending balance collectively evaluated
for impainnent
Total ending Joan balances
Construction
s 5136
1 287
_$ 6 423
$ 20252
90 091
$jj0 343
Construction
$ 14662
1 913
_$ J6 szs
$ 35249
1 05 045
S140 29plusmn
Commercial
$ 601
1 827
_$ 2 428
$ 871
448470
$449 34j
Commercial
$ 461
1 6 1 1
$ 2 OZ2
$ 2294
322604
$32plusmn 888
2 1
Commercial Real Estate Non-owner Occupied
$ 1 373
3 41 8
$ 4Z9J
$ 1 5345
411 698
$427 043
Commercial Real Estate Non-owner Occupied
$ 1 865
1 525
$ 3 390
$ 1 5176
404 599
$4J9 ZZ5
Commercial Real Estate
Owner Occupied
$ 5 1 6
5 449
_$ 5 965
$ 6706
562563
$569 269
Commercial Real Estate
Owner Occupied
$ 3331
8 925
$ j2 256
$ 1 7201
533699
$550 900
Residential Real Estate
$ 1 665
1 658
$ 3 323
$ 5795
1 1 2817
$118 612
Residential Real Estate
$ 1 496
2 049
$ 3 545
$ 3799
1 1 3 544
S1H 343
Consumer Total
s 2 160 s 1 1 451
1 230 14 869
_$ 3 GO $ 76320
s 4377 $ 53346
92689 1 71 8328
_$ 97 066 $j Vj 674
Consumer Total
s 1 334 $ 23149
1 723 17 746
$ 3 057 $ 40 895
$ 3592 $ 77311
1 0 5072 1 584 563
S10B 664 S1 661 8Z4
STANDARD BANCSHARES INC AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (in thousands except share data)
Note 4 - Loans (Continued)
The following tables present loans individually evaluated for impairment by class of loans
Unpaid Allowance for Average Principal Recorded Loan Losses Recorded
December 31 2014 Balance Investment Allocated Investment
Wrth no related allowance recorded Construction $1 4349 $ 2200 $ $ 2824
Commercial 1 866 266 623
Commercial real estate non-owner occupied 12128 1 0392 1 1 282
Commercial real estate owner occupied 1 0541 3771 3617
Residential real estate 999 999 1 1 58
Consumer 2 557 ____1MQ --- -----1m Subtotal $42440 $1 91 87 _$ __
- $20780
With an allowance recorded
Construction $24344 $1 8052 $5 136 $27023
Commercial 605 605 601 1 498
Commercial real estate non-owner occupied 7149 4953 1 373 4132
Commercial real estate owner occupied 3163 2935 5 1 6 8607
Residential real estate 4796 4796 1 665 3736
Consumer _____bill_ _____bill_ ____lJ_sectQ 2 997
Subtotal $42875 $34159 $1 1 451 $47993
Construction $38693 $20252 $5136 $29847
Commercial 2471 871 601 2121
Commercial real estate non-owner occupied 1 9277 1 5345 1 373 1 5414
Commercial real estate owner occupied 1 3704 6706 5 1 6 1 2224
Residential real estate 5795 5795 1 665 4894
Consumer 5 375 4 377 ____lJ_sectQ 4 273
Total $1U51 S6JUL1
22
Interest Income
Recognized
$ 460
69
361 2 1 9
5 1
___g $ 11 92
$ 325 1 1
72
1 1 5
1 20
$ 676
$ 785
80
433
334
1 71
-----2i $1 868
STANDARD BANCSHARES INC AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (in thousands except share data)
Note 4 - Loans (Continued)
Unpaid Allowance for Average Interest
Principal Recorded Loan Losses Recorded Income December 31 201 3 Balance Investment Allocated Investment Recognized
With no related allowance recorded Construction $ 3440 $ 2790 $ $ 6783 $ 1 5
Commercial 1 761 1 761 1 828 76
Commercial real estate non-owner occupied 9051 9051 1 0068 410
Commercial real estate owner occupied 3664 341 3 1 368 84
Residential real estate 1 284 1 284 1 254 26
Consumer 1 477 ------1Jn --- ____1dQsect_ ___2Q Subtotal $20677 $1 9426 L____ $22809 LJill
With an allowance recorded
Construction $41 71 0 $32459 $1 4662 $32 188 $ 671
Commercial 533 533 461 499 6
Commercial real estate non-owner occupied 6125 6125 1 865 1 1 128 45
Commercial real estate owner occupied 20172 1 3788 3331 1451 6 318
Residential real estate 25 1 5 251 5 1 496 2170 1 01
Consumer 2 465 2 465 Subtotal $73520 $57885 $23149 $62354 llill
Construction $45150 $35249 $14662 $38971 $ 686 Commercial 2294 2294 461 2327 82
Commercial real estate non-owner occupied 1 5176 1 5176 1 865 21 1 96 455
Commercial real estate owner occupied 23836 17201 3331 15884 402
Residential real estate 3799 3799 1 496 3424 1 27
Consumer 3 942 3592 3 361 ___sectpound Total $M1_9Z $77 311 $23 149 $ll_5_1fill $1 814
23
STANDARD BANCSHARES INC AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (in thousands except share data)
Note 4 - Loans (Continued)
Unpaid Allowance for Average Interest
Principal Recorded Loan Losses Recorded Income December 31 2012 Balance I nvestment Allocated I nvestment Recognized
With no related allowance recorded Construction $ 2712 $ 1 819 $ $ 3600 $ 346
Commercial 1 763 1 410 1 931 7
Commercial real estate non-owner occupied 1 448 1 448 2451 1 5
Commercial real estate owner occupied 2238 2238 9805 60
Residential real estate
Consumer ---1Jlllli - ---1Jm --- ---
Subtotal $1 0056 $ 741 3 L___ $1 9690
With an allowance recorded Construction $43737 $ 39645 $12359 $45048 $ 455
Commercial 270 270 271 276
Commercial real estate non-owner occupied 27925 27489 1 1 777 20670 709
Commercial real estate owner occupied 4584 4584 1 782 4252 88
Residential real estate 3824 1 622 802 3842 88
Consumer 2885 ____LlQsect ______lQg Subtotal $83225 $ 7481 6 $27300 $76986 $ 1 373
Construction $46449 $41 464 $1 2359 $48648 $ 801 Commercial 2033 1 680 271 2207 7
Commercial real estate non-owner occupied 29373 28937 1 1 777 23121 724
Commercial real estate owner occupied 6822 6822 1 782 14057 148
Residential real estate 3824 1 622 802 3842 88
Consumer 4 780 1 704 ______lQg _isectQ1 ___TI Total Sfil281 $R222_9_
Interest income recognized includes interest accrued and collected on the outstanding balances of accruing impaired loans as well as interest cash collections on non-accruing loans and impaired loans for which the ultimate collectability of principal is not certain
24
STANDARD BANCSHARES INC AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (in thousands except share data)
Note 4 - Loans (Continued)
The following is an analysis of the age of the recorded investment in past due and nonaccrual Joans
December 31 2014
Construction
Commercial Commercial real estate
non-owner occupied Commercial real estate
owner occupied Residential real estate
Consumer
Total
December 31 201 3
Construction
Commercial Commercial real estate
non-owner occupied Commercial real estate
owner occupied
Residential real estate
Consumer
Total
Credit Qu ality Indicators
30-59 days
$ 398
714
122 726
1 457
30-59 days
$
1 89
41
61
907
_____sectQl_ $2 061
90 days or more past
due and 60-89 days accruing
$ 72 $
1 53
290 533
1 1 5 944 1 5
_filsect ___fil_ S2115 $_Z1fi
90 days or more past due and
60-89 days occruing
$ 672 $
66
770
395 1 9
886 248
-11sect _____sect $2 907 $_3j_Q
Total Past Current Non-accrual Due Loans Total
$20252 $20722 $ 89621 $ 1 1 0343
871 1 738 447603 449341
7291 81 1 4 41 8929 427043
26 1 2 2849 566420 569269 6424 8109 1 1 0503 1 1 861 2
4 039 6235 90 831 97 066
$41 489_ $1 723 907 $1 V1 674
Total Past Current Non-accrual Due Loans Total
$1 7361 $18033 $ 1 22261 $ 1 40294
479 734 324164 324898
6230 7041 412734 41 9775
131 08 13583 537317 550900
551 8 7559 1 09784 1 1 7343
4 1 76 5200 1 03 464 1 08 664
$52 150 $1 609 724 $1 661 874
The Company categorized its non-homogenous Joans into risk categories based on relevant information about the ability of borrowers to service the debt such as among other factor$ current financial information historical payment experience credit documentation public information and current economic trends The Company analyzes loans individually by classifying the Joan as to credit risk This analysis is done annually on a Joan by loan basis The Company uses the following definitions for classified risk ratings
Pass Loans classified as Pass are considered to be performing Joans that have adequate cash flow andor collateral based upon our underwriting process
Special Mention Loans classified as special mention have a potential weakness that deserves managements close attention If left uncorrected these potential weaknesses may result in deterioration of the repayment prospects for the Joan or of the institutions credit position at some future date
25
STANDARD BANCSHARES INC AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (in thousands except share data)
Note 4 - Loans (Continued)
Substandard Loans designated as substandard are inadeq uately protected by the current net worth and paying capacity of the obligor or the collateral pledged if any Loans have a wellshydefined weakness or weaknesses that jeopardize the liquidation of the debt They are characterized by the distinct possibility that the Bank will sustain some loss if the deficiencies are not corrected
Performing Not Rated Loans classified as Performing Not Rated are considered to be performing loans at the time of u nderwriting but historically ones in which we do not obtain updated financial information after the loans are originated These are generally consumer loans first mortgage home loans and home equity loans
Loans not meeting the criteria above are analyzed individually as part of the above described process and are considered to be unclassified loans Based on the most recent analysis perfornied the loan risk classifications are as follows
Special Performing December 31 2014 Pass Mention Substandard Not Rated Total
Construction $ 80127 $ 7719 $ 21249 $ 1 248 $ 1 1 0343
Commercial 442867 4915 1 559 449341
Commercial real estate non-owner occupied 399762 1 8880 8401 427043
Commercial real estate owner occupied 531 31 5 27295 1 0659 569269
Residential real estate 29747 1 1 9 8250 80496 1 1 8612
Consumer 8 91 0 312 5 939 81 905 97 066
Total $1 192 728 $ 59240 $ 56 057 SJ63 649 S1 ZZJ 6H
Special Performing December31 2013 Pass Mention S ubstandard Not Rated Total
Construction $ 90330 $ 9396 $ 37394 $ 3174 $ 1 40294
Commercial 309074 1 0445 4489 890 324898
Commercial real estate non-owner occupied 400738 10570 8467 419775
Commercial real estate owner occupied 502095 1 0840 37965 550900
Residential real estate 3567pound 1 09 7881 73677 1 17 343
Consumer 9 099 -----1fill 7 828 89 826 1 08664
Total SJ 47 OJ2 M32Z1 $104 021 S167 567 $1 661 871
The Bank considers the performance of the loan portfolio and its impact on the allowance for loan losses For residential and consumer loan classes the Bank evaluates credit q uality based on the payment and aging status of the loan Payment status is reviewed on a q uarterly basis with respect to determining adequacy of the allowance for Joan losses
26
STAN DARD BANCSHARES INC AND SUBSI DIARIES
NOTES TO CONSOLI DATED FI NANCIAL STATEMENTS (in thousands except share data)
Note 4 - Loans (Continued)
Tro ubled Debt Restructurings (TOR)
Loans classified as TD Rs totaled $1 8541 as of December 31 201 4 of which $1 5665 were performing and $2876 were on non-accrual loans classified as TDRs totaled $1 8095 as of December 31 201 3 of which $1 6596 were performing and $1 499 were on non-accrual
The Bank has allocated $1 797 and $ 1 3 1 4 in specific reserves to customers whose loan terms have been modified in troubled debt restructurings as of December 31 201 4 and 201 3 The Bank has committed to lend additional amounts of $45 and $26 as of December 31 201 4 and 201 3 to customers with outstanding loans that are considered to be troubled debt restructurings These loans involved the restructuring of terms to allow customers to mitigate the risk of foreclosure or default by meeting a lower loan payment requirement based upon their current cash flow These may also include loans that renewed at existing contractual rates but below market rates for comparable credit For commercial loans these m odifications typically include a lowering of the interest rate on the loan In some cases the modification will include separating the note into two notes with the first note structured to be supported by current cash flows and collateral and the second note made for the remaining unsecured debt The second note is charged off immediately and collected only after the first note is paid in full This modification type is commonly referred to as an A-B note structure For consumer mortgage loans the restructuring typically includes a lowering of the interest rate to provide payment and cash flow relief For each restructuring a comprehensive credit underwriting analysis of the borrowers financial condition and prospects of repayment under the revised terms is performed to assess whether the structure can be successful and that cash flows will be sufficient to support the restructured debt Anmiddot analysis is also performed to determine whether U1e restructured loan should be on accrual status Generally if the loan is on accrual at the time of restructure it will remain on accrual after the restructuring In some cases a nonaccrual loan may be placed on accrual at restructuring if the loans actual payment h istory demonstrates it would have cash flowed under the restructured terms After six consecutive payments under the restructured terms a nonaccrual restructured loan is reviewed for possible upgrade to accruing status
As with other impaired loans an al lowance for loan loss is estimated for each TOR based on the most likely source of repayment for each loan For impaired loans secured by real estate that are collateral dependent the allowance is computed based on the fair value of the underlying collateral For impaired loans where repayment is expected from cash flows from business operations the allowance is computed based on a discounted cash flow computation
27
STANDARD BANCSHARES INC AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (in thousands except share data)
Note 4 - Loans (Continued)
Troub led Debt Restructurings (TOR) (Continued)
The following table presents loans by c lass modified as troubled debt restructurings that occurred during the years ended December 31 2014 and 2013
Pre- Post-modification modification
Number outstanding outstanding 2014 of loans recorded recorded
investment investment Construction 1 $ 706 $ 813 Commercial real estate owner occupied 2 483 564 Residential real estate 3 1206 1 206 Consumer 5 563 563
Total 11 $2958 $3146
2013 Commercial real estate non-owner occupied 3 $14371 $ 8 670 Commercial real estate owner occupied 3 3505 3581 Commercial 2 1758 1804 Residential real estate 1 403 403
Total 9 $20037 $1 4458
The troubled debt restructurings modified in 2014 and 2013 described above increased the allowance for credft losses by $784 and $317 and did not result in any post-modification charge offs during the years ended December 31 2014 and 2013 respectively
28
STAN DARD BANCSHARES I NC AND SUBSIDIARI ES
NOTES TO CONSOLI DATED FI NANCIAL STATEMENTS (in thousands except share data)
Note 4 - Loans (Continued)
Tro uble d Debt R estructurings TOR ) (Continued)
The following table presents troubled debt restructurings by class and type of modification that occurred during the years ended December 31 2014 and 2013
AB Note Rate Restructure Reduction
2014 Construction $ $ -
Commercial real estate owner occupied 48
Residential Real Estate Consumer 218
Total $ $266
AIB Note Rate Restructure Reduction
2013 Commercial real estate non-
owner occupied $13901 $ 470 Commercial real estate
owner occupied 3073 Commercial 1758 Residential Real Estate 403
Total $13901 $5704
29
Rate Reduction
To Pay amp Advance Taxes of Funds
$ $ 706
435
$435 $ 706
Rate Reduction
To Pay amp Advance Taxes of Funds
$ $
432
$432 $
I nterest Only
Period
$
1206 345
$1551
I nterest Only
Period
$
$
Total
$706
483 1206
563 $2958
Total
$14371
3505 1758
403 $20037
STANDARD BANCSHARES I NC AND SUBSI DIARIES
NOTES TO CONSOLI DATED FINANCIAL STATEMENTS (in thousands except share data)
Note 4 - Loans (Continued)
Troubled Deb t Restru cturings (TOR) (Continued)
The following table presents loans by class modified as troubled debt restructurings for which there was a payment default within twelve months fol lowing the modification during the year ended December 3 1 2014 There were no payment defaults within twelve months following the modification during the year ended December 31 201 3
2014 Commercial
N umber of loans
1
Recorded Investment
$1 600
The troubled debt restructurings that subsequently defaulted in 2014 described above increased the allowance for credit losses by $233 during the year ended December 31 2014 In 2013 there were no troubled debt restructurings for which there was a payment default within twelve months following the modification The troubled debt restructurings resulted in $1600 of charge offs during the year ended December 31 201 4 The troubled debt restructurings did not result in any charge offs during the year ended 2013
Note 5 - Mortgage Servicing Rights
Following is a summary of the activity for mortgage servicing rights
Beginning balance Costs capitalized Accumulated amortization
Ending balance
2014 $ 2726
544 (835)
$ 2 435
2013 $ 2169
1 339 (782)
$ 2 726
2012 $ 1525
1434 (790)
$ 2 169
The aggregate fair value of mortgage servicing rights is based on fundamental analysis and the present value of expected future cash inflows In estimating fair value assumptions have been made regarding prepayment default and interest rates Mortgage servicing rights do not trade in an active market with readily observable prices The Company uses an independent third party to determine the fair value of mortgage servicing rights by estimating the fair value of the future cash flows associated with the mortgage loans being serviced Key economic assumptions used in measuring the fair value of mortgage servicing rights include but are not limited to prepayment speeds discount rates delinquencies and costs to service
A fair market estimate was completed by an independent third party in November 201 4 to determine the amount at which the asset could be exchanged in a current transaction between willing parties other than in a forced liquidation or sale Fair value was estimated based in part on the discounted future cash flows estimated to be received The evaluation used a discount rate for each pool of loan servicing rights which is intended to represent the estimated market yield and estimated cash flow for each pool of servicing rights by utilizing an assumed prepayment speed based on the characteristics of each pool No assurance can be given that the actual prepayments will conform to the prepayment speeds assumed The calculated fair value was compared to market values where possible to ascertain the reasonableness of the valuation in relation to the current market expectations
Mortgage servicing rights outstanding Estimated fair value as a percentage of loans serviced Principal value of loans serviced Estimated fair value of servicing rights outstanding
30
201 4 $ 2435
083 $394217 $ 3272
201 3 $ 2726
083 $382221 $ 3 1 72
STANDARD BANCSHARES INC AND SUBSIDIARIES
NOTES TO CONSOLI DATED FINANCIAL STATEMENTS (in thousands except share data)
Note 6 - Premises and Equipment
Major classifications of these assets are summarized as follows
Land Bank premises Furniture and equipment
Accumulated depreciation Premises and equipment - net
2014 $ 21 699
58 179 31 388
1 1 1 266 (50352)
$ 609 14
201 3 $ 2361 0
69 1 33 44467
1 3721 0 (71 428)
$ 65782
Depreciation expense amounted to $3479 $3668 and $3949 in 2014 201 3 and 2012 respectively_
The Company sold land buildings and vehicles for total proceeds of $1 824 $2 and $1 8 resulting in gross gains on sales of $49 1 $1 and $ 1 8 in the years ending December 3 1 2014 201 3 and 201 2 respectively
In December 2014 the Company signed a definitive agreement to enter into a sale-leaseback of land and buildings for two of its locations The Company designated $ 1 462 of premises as held for sale No write-down was taken at the time of transfer as the assets were anticipated to be sold at a gain In February 2015 the Company closed on a transaction a portion of the gain on sale was recognized in non-interest income The remaining gain was deferred and will be amortized into non-interest income over the lease term
Note 7 - Other Real Estate Owned
Activity in other real estate owned is summarized as followsmiddot
Beginning balance Acquired through or in lieu of foreclosure Proceeds from sales Gain (loss) on sales Write down on other real estate owned
Ending Balance
2014 $ 1 2 930
6 035 (2004)
426 ( 1 1 54)
$1 6233
2013 $1 6896
3 912 (51 35)
170 (2913)
$1 2930
201 2 $ 1 1 496
1 2 1 08 (4096)
(1 36) (2476)
$ 1 6 896
Operating expenses associated with other real estate owned net of write-downs on other real estate owned were $498 $1 96 and $976 in 2014 201 3 and 201 2 respectively
Note 8 - Intangibles
Core deposits Accumulated amortization Core deposits net
2014 2013
$ 8946 (7798)
$ 1 148
$ 8946 (7 1 05)
$ 1 841
Amortization expense amounted to $693 $789 and $885 in 2014 2013 and 20 12 respectively Core deposit intangibles are amortized over an estimated life of fifteen years
middot----- l n-201-2-the-Gompany-reGorded-a-ful l-write-down-of-$239g7-of-goodwill-as-it-was-determined-t0-be--shy
impaired_
3 1
STAN DARD BANCSHARES INC AND SUBSI DIARIES
NOTES TO CONSOLI DATED FI NANCIAL STATEMENTS (in thousands except share data)
Note 9 - Bank Owned Life Insurance
The Bank acquired life insurance policies through prior bank acquisitions and by direct purchase At December 3 1 2014 and 2013 the cash surrender value of these policies was $48470 and $47033 respectively No additional l ife insurance was purchased during 2014 or 2013
Note 10 - Deposits
Deposits at December 3 1 2014 and 2013 by major category are as follows
Demand deposits Non-interest-bearing Interest-bearing
Total demand deposits Savings deposits Time deposits Brokered deposits
Total deposits
2014
$ 612646 492 799
1 1 05445 374142 405857 1 08 1 28
$1 993 572
201 3
$ 536325 525 145
1 061 470 36341 8 427815
66 402
$1 91 9 1 05
The aggregate amount of deposits reclassified as loans (overdrafts) amounted to $2548 and $2781 at December 3 1 2014 and 201 3 respectively
Time deposits that met or exceed the FDIC insurance limit of $250 at year-end 201 4 and 2013 were $1 1 0 1 77 and $92681 respectively
At December 3 1 2014 scheduled maturities of certificates of deposit including brokered deposits are as follows
201 5 2016 2017 201 8 201 9 2020 and thereafter
$408455 65585 1 9838
9830 1 0277
$513 985
Deposits from related parties totaled $33614 and $32595 at December 31 2014 and 201 3 respectively
32
STANDARD BANCSHARES INC AND SU BSI DIARIES
NOTES TO CONSOLI DATED FINANCIAL STATEMENTS (in thousands except share data)
Note 1 1 - Advances from Federal Home Loan Bank
There were no outstanding advances with the Federal Home Loan Bank at December 3 1 201 3 The indebtedness to the Federal Home Loan Bank at December 3 1 2014 was $1 5000 consisting of the following fixed rate advances
Due Date
June 27 201 6 June 27 201 6
Total advances
I nterest Rate
057 057
2014
$1 3000 2 000
$1 5 000
Al l advances and letters of credit from the Federal Home Loan Bank (FHLB) were secured by a g eneral lien on qualifying commercial real estate residential mortgages and home equity loans of the Bank Each advance is payable at its maturity date with a prepayment penalty for fixed rate advances Letters of credit outstanding from the FHLB totaled $3872 and $41 946 at year-end 2014 and 201 3 respectively The advances and letters of credit were collateralized by $679990 of commercial real estate and mortgage loans in 2014 and $203845 of mortgage loans under a blanket lien arrangement at year-end 2013 Based on this collateral and the Companys holdings of FHLB stock the Company was eligible to borrow up to a total of $26951 3 at year-end 2014
Note 1 2 - Other I ncome
Other income consists of the following
Gain (loss) on sale of other real estate owned Gain on sale of premises and equipment Debit cardATM fees Trust feesBrokerage Fees Loan fees and commissions Cash management Bank Owned Life Insurance income Miscellaneous income
Total other income
33
2014
$ 426 491
28 1 8 2533
658 2641 1 437
921
lll 1 925
201 3 201 2
$ 1 70 $ ( 1 36) 1 1 8
2935 2829 2364 1 927
680 932 2286 2020 1 437 1 469 1 267 886
ll1 1 1 40 ll 9 945
STANDARD BANCSHARES INC AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (in thousands except share data)
Note 1 3 - Employee Benefit Plans
Profit Sharing
The Companys bank subsidiary maintains a defined contribution 401 (k) Plan Under terms of the Plan employees meeting age and service requirements may elect to have their compensation reduced and have that amount contributed to the Plan as a salary deferral contribution The Bank at its discretion may make a matching contribution to the Plan equal to a u niform percentage of the salary deferral contributions Apart from any matching contribution the Bank may also make a separate discretionary contribution to the Plan The final liability for matching contributions if any is determined after yearshyend requiring the Bank to estimate its discretionary contribution expense at year end Contribution expense recorded by the Bank amounted to approximately $ 1 1 79 $1 254 and $ 1 685 for 2014 201 3 and 201 2 respectively
Non-Qualified Plan
The Bank maintains a non-qualified deferred compensation plan for a select group of management and employees as determined by the Board of Directors Annual awards if any are based o n preshyestablished performance criteria which are communicated to eligible employees Benefits under the Plan vest after a five year period The liability under the Plan was $403 and $503 as of December 3 1 2014 and 201 3 respectively There was n o expense recorded in 2014 2013 o r 2012
Non qualified Sto ck Option Plan
Pursuant to the Capital Raise Investment Agreements on February 1 2 20 1 3 the Board of Directors of the Company adopted the Standard Bancshares Inc Stock Option Incentive Plan to be effective immediately after the Closing of the capital raise (please refer to Note 21 ) Pursuant to the Stock Option Incentive Plan the Compensation Committee of the Board of Directors of the Company is authorized to grant Incentive Stock Option awards Nonqualified Stock Option awards or a combination thereof to certain officers directors consultants or employees of the Company or any of its Subsidiaries or Affiliates aggregating up to 5402524 shares of the Companys common stock
The option price per share of stock purchasable under a stock option shall not be less than 1 00 of the fair market value of the common stock on the day of the grant Stock option vesting is based o n two components 1 ) a time vested option that vests over four years one fourth on each of the first four anniversaries from the option grant date and 2) a performance vested option that vests if there is an exit event resulting in the investor actually realizing an internal rate of return (RR) greater than or equal to 1 2 based on their original investment of $465 per share on February 22 201 3 Vesting is subject to acceleration in certain circumstances The options will expire if not exercised within 1 0 years of the
middot
date of grant and under certain other (employment) circumstances
The fair value of options granted was estimated on the date of grant using the Black Scholes optionsshypricing model using the assumptions noted in the table and commentary below The risk free rate of return is based on the constant maturity yield of a US Treasury note with a fixed rate term of 1 0 years at date of grant The volatility rate is derived from historical index values of publicly-traded commercial banks with assets between $1 and $5 billion Index values of comparably sized companies were used as a proxy because the Companys common stock is not exchange-listed and there is not an active trading market for the common stock The dividend yield assumption is based o n the Companys expected dividend payouts
34
STANDARD BANCSHARES INC AND SUBSIDIARI ES
NOTES TO CONSOLIDATED FI NANCIAL STATEMENTS (in thousands except share data)
Note 1 3 - Employee Benefit Plans (Continued)
Risk free rate of return
2014 20 1 3
275 1 97 Time remaining until expiration of the options Volatility rate
1 O years 1 0 years 1 392 1 587
Dividend yield 000 000
A summary of the activity in the non-qualified stock option plan for 2014 follows Weighted Average
Weighted Remaining Average Contractual
Number of Exercise Term Time Vested Stock Options Shares Price (in years)
2014 Outstanding at beginning of year 1 46651 5 $ 465 915
Granted 1 1 701 95 515 916 Exercised
Expired
Forfeited (23545) 494 870
Outstanding at end of year 2613 165 $ 487 860
Exercisable at end of year 366629 $ 465 815
2013 Outstanding at beginning of year $ Granted 1 466515 465 9 15 Exercised
Expired
Forfeited
Outstanding at end of year 1 465515 $ 465 9 15
Exercisable a t end o f year $
Aggregate Intrinsic Value
$ 1 1 1 8
$ 238
$ 733
$
The weighted average fair value of time vested options granted during 201 4 and 201 3 was $1 21 and $1 3 2 per option respectively
35
STANDARD BANCSHARES INC AND SUBSIDIARI ES
NOTES TO CONSOLIDATED FI NANCIAL STATEMENTS (in thousands except share data)
Note 1 3 - Employee Benefit Plans (Continued)
Performance Vested Stock Options 2014 Outstanding at beginning of year
Granted
Exercised
Expired
Forfeited
Outstanding at end of year
Exercisable at end of year
2013 Outstanding at beginning of year
Granted
Exercised
Expired
Forfeited
Outstanding at end of year
Exercisable at end of year
1 466515
1 170195
(26909)
2609801
1 465515
1 465515
$ 465
515
490
$ 487
$
$ 465
$ 465
$
91 5
91 6
864
860
g_1 5
91 5
$ 1 1 1 8
$
$ 733
$
The weighted average fair value of performance vested options granted during 201 4 and 201 3 was $040 for each year
Time Ve ste d O ption s
The Company recognized $782 and $44 I of stock-based compensation expense related to the granting of time vested stock options for the years ended December 20 14 and 2013 respectively There were no time vested options granted in 2012
As of December 3 1 201 4 there was $2 1 30 of total unrecognized compensation cost related to nonshyvestediime vested options granted underthe Plan The unrecognized cost is expected to be recognized over a weighted-average period of 26 years
Performan ce Veste d O ption s
The value of the performance vested options is a function of 1 ) the likelihood of a n Exit Event and 2) the likelihood of that Exit Event achieving the 1 2 IRR threshold These weighted average probabilities are then m ultiplied by the full value of a time vested option to derive the value of the performance options
The valuation methodology for the performance vested options involved ihree separate analysis
I Sale of control analysis 2 Initial public offering analysis 3 Remain private analysis
There was no expense recorded in 201 4 and 201 3 related to the performance vested options
There were no performance vested options granted in 201 2
36
STANDARD BANCSHARES INC AND SUBSIDIARI ES
N OTES TO CONSOLI DATED FI NANCIAL STATEMENTS (in thousands except share data)
Note 1 3 - Employee Benefit Plans (Continued)
As of December 3 1 2014 there was $1 059 of total unrecognized compensation cost related to nonshyvested performance vested options granted under the Plan The cost is expected to be recognized when it is determined that it is probable that a qualifying Exit Event will occur
Note 1 4 - Commitments
Operating Leases
The Bank leases property at various branch locations unde r terms that are considered to be an operating lease The leases expire in various years through 2020 Office rent expense was $728 $875 and $919 for 2014 2013 and 2012 respectively
Other Co mmitments
The Bank has a contract with a computer seNice company that expires in 201 6 Data processing expense was $2729 $2746 and $2424 for 201 4 201 3 and 2012 respectively
Annual future minimum payments for these agreements are as follows
Note 1 5 - Income Taxes
Year ending December 31 201 5 201 6 2017 20 1 8 201 9 2020 and thereafter
$3037 2884
394 203 1 26
1 6 $6 660
The components of the provision (benefit) for income taxes are as follows
Current Deferred Total Tax Expense (Benefit)
2014 $ 3494
7 1 62 $ 1 0656
201 3 $ 2373
3425 $ 5798
2012 $ 1 306
(6928) $ (5622)
The effective tax rate differs from the federal statutory rate primarily due to the following
Tax at statutory federal income tax rate Tax exempt interest income State income taxes net of federal benefit BOLi income Meals and entertainment Non-deductible expenses Goodwill impairment
201 4
$8483 (133) 1 5 1 6 (486)
77 76
Stock settled rights expense 639
201 3 $ 4750
(82) 766
(486) 84
1 02
2012 $(1 2371 )
(1 08) (866) (500)
79 80
8 1 55
O th enet--=====48=====664=--====(-l --
$1 0656 $ 5798 $ (5622)
37
STANDARD BANCSHARES INC AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (in thousands except share data)
Note 1 5 - Income Taxes (Continued)
The net deferred tax asset included at December 31 2014 and 2013 consists of the following
2014 201 3 Gross deferred tax assets
Allowance for loan losses $19212 $23305 Other real estate owned 2866 49 1 6 Non-accrual loan interest 4064 3 991 State net operating loss 1 835 2358 Accrued compensation 1 938 1 471 Depreciation 1 387 1 412 FNMA amp FHLMC preferred stock 1 270 1 270 Other assets 271 434
Total gross deferred tax assets $32843 $39 157
Gross deferred tax liabilities Purchase accounting adjustments $ 1 069 $ 1 282 Mortgage servicing rights 946 1 060 Unrealized gainloss on AFS securities 1 1 9 692 Other liabilities 1 306 1 31
Total gross deferred tax liabilities $ 3440 $ 3 165
Net deferred tax asset $29403 $35992
At December 31 2014 the Company has $33929 of Illinois net operating loss carryforwards expiring in 2025 and $2330 Indiana net operating Joss expiring in 2025 and 2026 which will be available to reduce future taxable income
The Company does not expect the total amount of unrecognized tax benefrts to significantly change in the next twelve months The Company recognized no interest andor penalties related to tax matters in tax expense
The Company and its subsidiaries are subject to US federal income tax as well as income tax of the state of Illinois and Indiana The Company is no longer subject to examination by taxing authorities for years before 201 0
3 8
STAN DARD BANCSHARES INC AND SUBSIDIARIES
NOTES TO CONSOLI DATED FI NANCIAL STATEMENTS (in thousands except share data)
Note 1 6 - Contingent Liabilities and Commitments
The Company does not reflect in its financial statements various commitments and contingent liabilities which arise in the normal course of business and which involve elements of credit risk interest rate risk and liquidity risk These commitments and contingent liabilities are commitments to extend credit commercial letters of credit and standby letters of credit A summary of the Banks commitments and contingent liabilities at December 31 is as follows
Commitments to extend credit under Unused commercial and other lines of credit Unused equity lines of credit Standby letters of credit
2014 201 3
$262907 46 125 42041
$234893 52905 40284
Commitments to extend credit commercial letters of credit and standby letters of credit a l l include exposure to some credit loss in the event of nonperformance of the customer The Banks credit policies and procedures for credit commitments and financial guarantees are the same as those for extension of credit that are recorded on the consolidated balance sheet Because these instruments have fixed maturity dates and because many of them expire without being drawn upon they do not generally present any significant liquidity risk to the Bank The Bank has not incurred any significant losses on its commitments in either 2014 201 3 or 2012
The Bank is party to litigation and claims arising in the normal course of business Management after consultation with legal counsel believes that the liabilities if any arising from such litigation and claims will not be material to the Companys consolidated financial position
Note 1 7 - Derivatives
D erivative contracts entered into by the Company are limited to those that are treated as non-designated derivative instruments The Company provides customers with interest rate swap transactions and offsets the transactions with interest rate swap transactions with inter-bank dealer counterparties as a means of offering risk management solutions to customers As ofDecember 3 1 2014 there were $6006 outstanding in notional values of swaps where the Company pays a variable rate of interest and the customer pays a fixed rate of interest This position is offset with counterparty contracts where the Company pays a fixed rate of interest and receives a floating rate of interest The estimated fair value of interest rate swaps was recorded as an asset of $207 and as a liability of $214 as of December 31 2014 Swaps with customers and inter-bank dealer counterparties are carried at fair value with adjustments recorded in other income The net effect of fai r value adjustments running through the income statement was immaterial during the year ended December 31 2014 There were no interest rate swap derivatives as of December 3 1 2013
3 9
STANDARD BANCSHARES I NC AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (in thousands except share data)
Note 1 8 - Financial I nstruments Fair Value Disclosure
The fair value measurement accounting Hterature establishes a fair value hierarchy which requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value The standard describes three levels of inputs that may be used to measure fair value
1 Level 1 - Unadjusted quoted mariltet prices in active markets that are accessible at the measurement date for identical unrestricted assets
2 Level 2 - Significant other observable inputs other than Level 1 prices such as quoted market prices for similar assets and liabilities quoted prices in markets that are not active or other inputs that a re observable or can be corroborated by observable market data
3 Level 3 - Signlficant unobservable inputs that reflect a reporting entitys own assumptions about the assumptions that mariltet participants would use in pricing an asset o r liability
A financial instruments level within the fair value hierarchy is based on the lowest level of input that is significant to the fair value measurement
Fair values of assets measured on a recurring basis at December 3 1 2014 and 2013 are as follows
De ce mbe r31 2014 Financial Assets
Securities available-for-sale US government sponsored entities and agencies Mortgage-backed securities - residential Equity securities
Total securities available-for-sale
Derivatives
Financial Liabilities
Derivatives
De ce mbe r 31 2013 Financial Assets Securities available-for-sale
US government sponsored entities and agencies Mortgage-backed secu rities - residential Equity securities
Total securities available-for-sale
Fair Value
$1 46307 3668 4 41 9
$1 54 394
$ 207
$ 214
$ 1 24431 1 2203
2 954 $ 1 39 588
Fair Value Measurements Usin1 Quoted Significant P rices Other
in Active Observable Markets Inputs (Level 1 ) (Level 2)
$
392 $ 392
$ -
$ -
$
$1 46307 3668 4 027
$1 54 002
$ 207
$ 2 1 4
$ 1 24431 12203 1 984
$1 38 61 8
Significant Unobservable
Inputs (Level 3)
$
$
$
$
$
$
As of December 31 2014 and 2013 there were no transfers between levels
40
STANDARD BANCSHARES I NC AND SUBSI DIARIES
NOTES TO CONSOLI DATED FI NANCIAL STATEMENTS (in thousands except share data)
Note 1 8 - Financial I nstruments Fair Value Disclosure (Continued)
The fair values of marketable equity securities available-for-sale are generally determined by quoted market prices in active markets for each specific security (Level 1 measurement inputs) If Level 1 measurement inputs are not available for a marketable equity security the fair value is determined by the quoted market price of a similar security traded in an active market (Level 2 measurement inputs)
The fair values of debt securities available-for-sale are generally determined by matrix pricing which is a mathematical technique widely used in the industry to value debt securities without relying exclusively on quoted market prices for the specific securities b ut rather by relying on the securities relationship to other benchmark quoted securities (Level 2 measurement inputs)
Derivative s
The fair value of derivatives are based o n valuation models using observable market data a s of the measurement date (Level 2) Our derivatives are traded in an over-the-counter market where quoted market prices are not always available Therefore the fair values of derivatives are detenmined using quantitative models that utilized multiple market inputs The inputs will vary based on type of derivative but could include interest rates prices and indices to generate continuous yield or pricing curves prepayment rates and volatility factors to value the position The majority of market inputs are actively quoted and can be validated through external sources including brokers market transactions and thirdshyparty pricing services
Fair values of assets measured on a nonrecurring basis are as follows
Oe ce mbe r31 2014 Other real estate owned net Impaired loans Loans held for sale Mortgage servicing rights
De ce mbe r 31 2013 Other real estate owned net Impaired loans Loans held for sale Mortgage servicing rights
Fair Value
$ 1 6233 41 895
8274 2435
$12 930 54 1 62
5408 2726
Fair Value Measurements Using Quoted Significant Prices Other
in Active Observable Markets Inputs (Level 1 ) (Level 2)
$ $
8274
$ - $
5408
Significant Unobservable
Inputs (Level 3)
$ 1 6233 41 895
2435
$1 2930 541 62
2726
Other real estate owned are initially recorded at fair value less costs to sell when acquired and are subsequently measured at the lower of cost or fair value less estimated costs to sell Fair values are based on third party appraisals of the property or internal valuations on smaller properties using comparable market data and various external resources resulting in a level 3 classification When the carrying value exceeds the fair value less costs to sell an impairment loss is recognized
The fair value of impaired loans secured by real estate with specific allocations of the allowance for loan --------- 1osses-is-generally-based-on--recent-real-estate-appraisals-or-internal-valuations-on-smaller-prnperties--shy
using comparable market data and various external resources These appraisals may utilize a single
41
STANDARD BANCSHARES INC AND SUBSI DIARIES
NOTES TO CONSOLI DATED FI NANCIAL STATEMENTS (in thousands except share data)
Note 1 8 - Financial Instruments Fair Value Disclosure (Continued)
valuation approach or a combination of approaches including comparable sales and the income approach resulting in a level 3 classification
Loans held for sale are carried at the lower of cost or fair value which is evaluated on a pool-level basis The fair value of loans held for sale is determined using quoted prices for similar assets adjusted for specific attributes of that loan or other observable market data such as outstanding commitments from third party investors resulting in a level 2 classification
The Company records its mortgage servicing rights at fair value and includes them in other assets in the Consolidated Balance Sheets Mortgage servicing rights do not trade in an active market with readily observable prices Fair value is based on market process for comparable mortgage servicing contracts when available or alternatively is based on a valuation model that calculates the present value of estimated future net servicing income Key economic assumptions used in measuring fair value of mortgage servicing rights at December 31 2014 included prepayment speeds maturities and discount rates While market based data is used to determine the assumptions the Company incorporates its own estimates of the assumptions market participants would use in determining the fair value of mortgage servicing rights which results in a level 3 classification
De cembe r 31 2014 Assets Cash and cash equivalents Securities held-to-maturity Securities available-for-sale Loans - net Loans held for sale Federal Home Loan Bank stock at cost Accrued interest receivable Derivatives
Liabilities
Deposits Federal Home Loan Bank advances Accrued interest payable Derivatives
De ce mbe r 31 2013 Assets
Cash and cash equivalents Securities held-to-maturity Securities available-for-sale Loans - net Loans held for sale Federal Home Loan Bank stock at cost Accrued interest receivable
Liabi lities Deposits Accrued interest payable
42
Carrying Value
$ 1 99476 3888
1 54394 1 744331
8274 3247 59 1 9
207
$ 1 993572 1 5000
265 214
$ 234 1 83 1 762
1 39588 1 61 9995
5408 3 143 5 576
$1 91 9 1 05 286
Fair Value
$ 1 99476 3 564
1 54394 1 798279
8274 3247 591 9
207
$1 992796 1 4984
265 214
$ 234 1 83 1 41 5
1 39588 1 679668
5408 3 143 5576
$ 1 920335 286
STANDARD BANCSHARES I NC AND SUBSI DIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (in thousands except share data)
Note 1 8 - Financial I nstruments Fair Value Disclosure (Continued)
In estimating the fair value of certain assets and liabilities not previously presented the following assumptions were made
Cash and Cash Equivalents
The carrying amounts of cash and equivalents reported in the balance sheet approximate fair value
Securities
Estimated fair values of securities are based on one of three models 1 ) quoted market prices where available 2) quoted market prices for similar instruments if quoted market p rices are not available 3) unobservable data that represents the Banks assumptions about items that market participants would consider in determining the fair value where no market data is available
L oans
Fair values of loans excluding loans held for sale are estimated as follows For variable rate loans that re-price frequently and with no significant change in credit risk fair values are based on carrying values Fair values for other loans are estimated using discounted cash flow analyses using interest rates currently being offered for loans with similar terms to borrowers of similar credit quality to calculate the present value of future contractual principal and interest cash flows and discounting them back to the present using a discount rate Impaired loans are valued at the lower of cost or fair value as described previously The methods utilized to estimate the fair value of loans do not necessarily represent an exit price
The fair value of loans held for sale is estimated based upon binding contracts and quotes from third party investors
Federal Home Loan Bank (FHLB) Stock
The carrying amounts reported in the balance sheet approximate fair value
Accrued Interest Receivable I Payable
The carrying amounts reported in the balance sheet approximate fair value
Deposits
The fair values disclosed for demand deposits (eg interest and non-interest checking passbook savings and certain types of money market accounts) are by definition equal to the amount payable on demand at the reporting date (ie their carrying amount) The carrying amounts of variable rate fixed-term money market accounts and certificates of deposit approximate their fair values at the reporting Fair values for fixed rate certificates of deposit are estimated using a discounted cash flows calculation that applies interest rates currently being offered on certificates to a schedule of aggregated expected monthly maturities on time deposits
Federal Home Loan Bank Advances
The fair value of Federal Home Loan Bank advances is estimated using discounted cash flow analyses --------based-on-the-currentborrowing-rate-of-similartypes-of-advances
43
STANDARD BANCSHARES I NC AND SUBSIDIARI ES
NOTES TO CONSOLI DATED FINANCIAL STATEMENTS (in thousands except share data)
Note 1 8 - Financial I nstruments Fair Value Disclosure (Continued)
Off-balance sh eet in strum ents
Fair asset andor liability value of off-balance sheet financial instruments as described in Note 1 6 may be estimated by applying fees currently charged for comparable commitments Based upon the qual ity of these commitments and their demand in the financial market it has been assumed that there is no material difference in the estimated fair value
Note 1 9 - TARP Capital Purchase Program
On April 24 2009 the Company entered into a Letter Agreement with the United States Department of Treasury (the Treasury) pursuant to which the Company sold to the Treasury 6000 shares of the Companys Fixed Rate Cumulative Perpetual P referred Stock Series A for $60 million and a warrant to acquire $3 million of Fixed Rate Cumulative Perpetual P referred Stock Series B for a nominal exercise price Immediately upon consummation of the closing the Treasury exercised the warrant and acquired the Series B Preferred Stock The Preferred Stock Series A qualified as Tier 1 capital and paid cumulative dividends q uarterly at a rate of 5 per annum The P referred Stock Series B qualified as Tier 1 capital and paid cumulative dividends quarterly at a rate of 9 per annum The difference between the initial carrying value that was allocated to the Series B Preferred Stock and its redemption value of $3 million will be charged to retained earnings (with a corresponding increase in the carrying value of the Series B Preferred Stock) over the first five years of the contract as an adjustment to the dividend yield using the level yield method During 201 1 the Company elected to suspend dividend payments For the year ended December 31 2012 total dividends of $3462 had been declared but not paid On February 22 201 3 1 3548387 of common shares were issued to the US Treasury in exchange for the $60 million and $3 million of Fixed Rate Cumulative Preferred Stock Series A and Series B respectively The Treasury subsequently sold those shares to institutional investors at $465 per share In addition the Company paid $6 million of dividends to the Treasury which included 1 00 of past due dividends and dividends due through February 22 2013
Note 20 - Regulatory Matters
The Companys primary source of cash is dividends received from its subsidiary bank The subsidiary bank is subject to certain restrictions on the amount of dividends that it may declare without prior regulatory approva L In addition the dividends declared cannot be in excess of the amount which would cause the subsidiary bank to fall below the minimum required for capital adequacy purposes
Banks and bank holding companies are subject to regulatory capital requirements administered by federal banking agencies Capital adequacy guidelines and additionally for banks prompt corrective action regulations involve quantitative measures of assets liabilities and certain off-balance-sheet items calculated under reg ulatory accounting practices Capital amounts and classifications are also subject to qualitative judgments by regulators Failure to meet capital requirements can initiate regulatory action Management believes as of December 3 1 2014 the Company and Bank meet al l capital adequacy requirements to which they are subject
Prompt corrective action regulations provide five classifications well capitalized adequately capitalized undercapitalized significantly u ndercapitalized and critically undercapitaized although these terms are not used to represent overall financial condition If adequately capitalized regu latory approval is required to accept brokered deposits If undercapitalized capital distributions are limited as is asset growth and expansion and capital restoration p lans are required At year-end 201 4 and 2013 the most recent reg ulatory notifications categorized the Bank as well capitalized under the regulatory framework for prompt corrective action There are no conditions or events since that notification that management believes have changed the institutions category
44
STAN DARD BANCSHARES I NC AND SUBSI DIARI ES
NOTES TO CONSOLIDATED FI NANCIAL STATEMENTS (in thousands except share data)
Note 20 - Regulatory Matters (Continued)
The Banks actual and required capital amounts and ratios are as follows
To Be Well Capitalized U nder
For Capital Prompt Corrective Actual Adeguac[ Puqoses Action Provisions
Amount Ratio Amount Ratio Amount Ratio As of December 31 2014 Total Capital
(to risk-based assets) Company $271 785 143 $ 152226 80 NA NA Bank 269993 1 42 1 52229 80 $1 90286 1 00
Tier I Capital (to risk-based assets) Company 247887 1 30 76 1 1 3 40 NA NA Bank 246093 129 761 14 40 1 14 171 60
Tier I Capital (to average assets) Company 247887 1 08 92 1 26 240 NA NA Bank 246 093 1 07 92 1 09 240 1 1 5 1 36 2 5 0
As of December 31 2013 Total Capital
(to risk-based assets) Company $246213 1 38 $142344 280 NA NA Bank 244607 1 38 1 42 170 280 $ 1 77713 2100
Tier I Capital (to risk-based assets) Company 223444 126 71 1 72 240 NA NIA Bank 221 838 1 25 71 085 240 1 06628 2 60
Tier I Capital (to average assets) Company 223444 1 03 86430 240 NIA NA Bank 221 838 1 03 86450 240 1 08 063 2 50
45
STANDARD BANCSHARES INC AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (in thousands except share data)
Note 21 - Capital Management
The overall objectives of the Companys capital management are to have the availability of sufficient capital to support loan deposit and other asset and liability g rowth and to maintain capital to absorb unforeseen losses or write-downs that are inherent in the business risk associated within the banking industry The Company seeks to balance the need for higher capital levels to address growth and unforeseen risks and the goal to achieve an adequate return on capital invested
In July 201 3 the federal banking agencies issued a final rule revising the regulatory capital rules applicable to most national banks and federal savings associations as well as their holding companies generally beginning on January 1 201 5 The rule implements the Basel Committees December 201 O framework known as Basel I l l for strengthening the international capital standards as wel l as certain p rovisions of the Dodd-Frank Act The final ru le implements a revised definition of regu latory capita l a new common equity Tier 1 minimum capital requirement of 450 and a higher minimum Tier 1 capital requirement of 600 (which is an increase from 400) Under the final rule the total capital ratio remains at 800 and the minimum leverage ratio is 400
Additionally under the final rule in order to avoid l imitations on capital distributions including dividend payments and certain discretionary bonus payments to executive officers a banking organization must hold a 25 capital conservation buffer composed of common equity Tier 1 capital above its minimum risk-based capital requirements The b uffer is measured relative to risk-weighted assets The final rule also enhances risk sensitivity and addresses weaknesses identified by the regulators over recent years with the measure of risk-weighted assets
The new minimum capital requirements will b e effective for the Company on January 1 201 5 whereas the capital conservation buffer and the deductions from common equity Tier 1 capital phase in over time beginning on January 1 201 6
Capital Raise
On February 22 201 3 Standard Bancshares Inc completed its recapitalization by issuing 29864795 shares of common stock at $465 per share for gross proceeds of $ 1 389 million 1 3 548387 of the common shares were issued to the US Treasury (the Treasury) in exchange for the $63 million of Fixed Rate Cumulative Preferred Shares Series A and B The Treasury subsequently sold those shares to I nstitutional Investors at $465 per share An additional 16 316408 of common shares were issued to Institutional Investors and private investors Of the aggregate 29864795 common shares issued 1 9430750 are voting shares and 1 0434045 are mm-voting shares
In conjunction with the recapitalization the Articles of Incorporation of the Company were amended to authorize 20000000 shares of preferred stock at $001 par value No preferred stock has been issued as of December 31 2014
Sto ck Settled Rights (SSRs)
On February 22 201 3 in connection with the recapitalization of the Company the Board of Directors distributed as a dividend in kind 7293407 Stock Settled Rights (SSRs) to the holders of the Common Stock as of the Record Date (November 5 2012) The number of SSRs issued is equal to the product of (i) 03888 and (ii) 18757921 the number Common Shares outstanding as of the Record Date The estimated fair value of the SSRs completed by an independent third party as of September 30 2014 and February 22 201 3 was determined to be approximately $026 per SSR or $1 880 and approximately $021 per SSR or $1 532 respectively Expense recorded related to the SSRs was $1 880 in 2014 No expense was recorded in 201 3
46
STANDARD BANCSHARES INC AND SUBSI DIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (in thousands except share data)
Note 21 - Capital Management (Continued)
Stock Settled Rights (SSRs) (Continued)
The SSRs are structured as common stock dividends to be paid to certain common shareholders of the Company under specific conditions The amount of common stock to be distributed is determined by a formula that considers among other things the value of the outstanding common stock at the Settlement Date Settlement Date is defined as the earlier of (i) the date a liquidity event (an I POrecapitalization or a sale of control) occurs during the term of the SSRs and (ii) the SSR Expiration Date (February 22 201 8) The SSRs will be exercised based on the value of the common shares at that time subject to the Settlement Rate formula
The Accretion Rate is a component of the Settlement Rate It is either an middotannual rate of 80 or 120 with the value determined by the cum ulative economic losses that occur in the loan portfolio from June 30 201 1 to the time the SSRs are settled
On the Settlement Date the Company shall determine the number of shares of Common Stock issuable upon the settlement of an SSR The Settlement Rate shall be calculated based on a formula that considers among other factors the value per share of the common stock on a fully diluted basis reduced by the accretion rate with that number divided by the value per share of common stock on a fully diluted basis
If the Settlement Rate is greater than zero the Company shall issue and deliver to each of the SSR Holders a number of shares of Common Stock equal to the product of (i) the Settlement Rate multiplied by (ii) the number of SSRs held by such H older as reflected in the SSR register as of the close of business on the last Business Day prior to such Settlement Date
In connection with the occurrence of a Liquidity Event on or prior to the Expiration Date the Board of Directors may at its option and in its sole discretion order the redemption and the Company may redeem the SSRs in whole or in part at the redemption price per SSR based on a formula that considers the price per share of Common Stock at which the Company is valued on a fully diluted basis in connection with such Liquidity Event as determined in good faith by the Independent Committee plus a l l cash dividends paid oil the common stock from the date of issuance of the SSRs less $465 accreting on a daily basis at the Accretion Rate
The Company hired an independent third party firm to value the SSRs The following variables were taken into consideration when deriving a value for the SS Rs
1 ) The probability of a liquidity event (sale of control or PO) during the term of the SS Rs 2) The Accretion Rate assigned to the Settlement Rate of the SSRs 3) The estimated value of the Companys common stock at the earlier of a) a liquidity event or b)
the SSR Expiration Date (February 22 201 8) 4) The type of liquidity event that might occur 5) Future value parameters including a) tangible common book value b) earnings and c) market
conditions
The valuation of the common shares at the Settlement Date will depend on the Companys financial condition and the market pricing of financial institution stock both on a stand-alone basis and on a sale of control basis at that time
47
STANDARD BANCSHARES I NC AND SUBSIDIARI ES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (in thousands except share data)
Note 22 - Condensed Financial Statements
The Company was incorporated in I l linois on February 23 1 982 The Company accounts for its investment in subsidiaries under the equity method Under this method the investment is recorded at cost adjusted for the subsidiaries undistributed net income (loss) Presented below are the condensed financial statements of Standard Bancshares I nc (Parent Company Only)
Assets Cash Investment in subsidiaries Other assets
Total assets
CONDENSED BALANCE SH EETS DECEMBER 31 2014 AND 2013
Liabilities and shareholders equity Other liabilities Total stockholders equity
Total liabilities amp stockholders equity
2014 $ 4 163
264242 328
$268733
$ 2685 266048
$268733
CON DENSED STATEMENTS O F I N COME YEARS ENDED D ECEMBER 31 201 4 201 3 AND 201 2
2014 I ncome
Other income $
Expenses 2909 Loss before income taxes and equity in undistributed
earnings of subsidiaries (2909) Income tax benefit 88
Loss before equity in undistributed earnings of subsidiaries (2821)
Equity in undistributed earnings (loss) of subsidiaries 1 7 1 1 5
Net income (loss) 1 4294 Preferred dividends and discount accretion on preferred shares
Net income (loss) applicable to common shareholders $1 4294
48
201 3 $ 2 1 95
248 090 1 944
$252229
$ 322 251 907
$252229
201 3 201 2
$ $ 1
1 747 8539
(1 747) (8538) 291 1 0 1 7
(1 456) (7521) 9 629 (23241) 8 173 (30762) 1 1 24 4090
$ 7049 $(34852)
STAN DARD BANCSHARES INC AND SUBSIDIARIES
NOTES TO CONSOLIDATED FI NANCIAL STATEMENTS (in thousands except share data)
Note 22 - Condensed Financial Statements (Continued)
CONDENSE D STATEMENTS OF CASH FLOWS YEARS ENDED DECEMBER 31 2014 201 3 AND 201 2
Cash flows from operating activities Net income (loss)
Adjustments Equity in undistributed net (income) loss of subsidiaries Amortization Stock based compensation expense ( Increase) decrease in other assets Increase (decrease) in other liabilities
Net cash provided by (used in) operating activities Cash flows from financing activities
Issuance of common stock net of issuance costs Capital contribution to Standard Bank Repayment of note payable Cash Dividends
N et cash provided by financing activities
Net increase (decrease) in cash
Cash - beginning of year
Cash - end of year middot
Supplemental schedule of non-cash financing activities Change in par value on common stock Exchange of preferred stock to common stock
49
2014
$ 1 4294
( 17 1 1 5) 28
782 1 616 2363 1 968
1 968
2 1 95
$ 4 163
$ $
201 3
$ 8 1 73
(9629) 29
441 1 872
(4273) (3387)
68598 (41 500) ( 16 1 00)
(6026) 4972
1 585
6 1 0
$ 2 1 95
$ 4277 $63000
201 2
$(30762)
23241 6 1 67
( 1908) 2 043
( 1 2 1 9)
( 1 2 1 9)
1 829
$ 6 1 0
$ $
FORM FR Y-6
STANDARD BANCSHARES INC
Hickory Hills Illinois Year Ending Dccember31 2014
REPORT ITEM
1 The BHC Is not registered with the SEC Coples of the Annual Report Nil be sent undersepirate cover when completed
2a Organization Chart fo Standard BallCShares Inc
I THE BOULEVARD INC
SL John Indiana 100
JnCQrporated in Indiana
2b Branch Verification
STANDARD BANCSHARES INC Hickory Hills Illinois Jncorporateltl In Illinois
STANDARD BANKAND TRUST COMPANY Hickory Hills llllnois
Incorporated In lllnols 100
I STANDARD REDEVELOPMENT INC
Hickory Hills Illinois 100
Incorporated in Illinois
(Not subject to Y-10 reporting ) Code 91 CE - Liquidation Of debts previously contracted
The branch and lax-kl flStings were emailed to branch revieW on 223115
3 (1) As ofyear-end
Name and Address
Trident SBI Holdings lP Greeffilidl CT
Robert E Gallagher Sr Trust John D Gallagher Trustee Palos Heights IL
The Gallagher Standard Bancshares TR Timolhy J GaJagheuror Trustee Hickory Hitls IL
Pantheon Standard LP San Francisco CA
CohesVe Capital Parners LP New York NY W Capital Partners II LP NewYork NY
Couritrlt of Citizenship or lncorooratlon Number and Percentage Of Voting Serurtties
USA 5662194- 1483
USA 5516086 - 1444
USA 4382666 - 1 t47
USA 3762128-985
USA 2 150537 - S63
USA 2 150537 - 563
Note llle shares in the Robert E Gallagher Sr Tr are voted on by John D Gallagher Director of Standard Bank Tue shares Jn the Gallager Standard Bancshares Tr are voted on by Timolhy J Gallagher Director of Standard Bank
3 (2) OtherSharehofors oat listed in Section 3 (1) above that held more than 5 during the year
None
Resuhs A Ilse of branches forvour holdln1 company STANDARD 8ANCSHARES INC (1245590) or HICKORY HILLS IL
The d1ta are n of 12312014 Data re II Kb information tlat wu received aod processed throuah 01072015
Rconcill1Uon and Vc1Uon St I DI 1 In the DIH Action column of each br111Ch row enter one or mort of the actioru specified below
2 If required enter the date In the Ettcttve Olte column
-OK tf the bnch Information s correct enter OK in the Oita AdJon column
Chi nee If the bndl Information Is Incorrect Of Incomplete revt the data enter Chance In the Dita Action column ind the d11te when this infOfmation first became v1lid In the Effective Ote column
am If a bnch listed was sold or clowd enterOose In tht Dita Action column and the s1e or dosured11te In the EtfectW Olte colurm
Olete If a bru1eh listed wu never owntd by this depository Institution enter Delete In the Oeta Acckgtn column
Add If a rt portable brtinch Is mlsslna lnStrt a row add the branch data ald entu Add In the Olt1 Action column and the opening or acquisition date In the Effecttve Date column
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Thbull FR Y-10 report may be submitted 1n a hardcopy format or 11ia the FR Ymiddot10 OnH11e application middot httpsylOonllnefederalrerve1ov
bull FDtC UNINUM Office Number and ID_RSSO co1unvu ara for reference only Verification of these values is not required
- - 8nch Suvlce Type Branch 10 RSSO ia- terNeme Street Address City
ok FuUServltefHud Officel 19730 STAN OARD BANK ANO TRUST COMPANY 7800 WEST 9STH STREET HICKORY HILLS
ok Full Service 3202168 BOLINGBROOK BRANCH 282 NORTH WEBER ROAD BOLINGBROOK
ok Limited Strvce 4126065 CALUMET CITY 1968 SIBLEY BOULEVARD CALUMET CITY
FullSetvke 3309928 CLARK STREET 8RANOi 3747 NORnt CLARK STREET atlCAGO
ok FullServiett 474339 EWING BRANOf 10635 SOUTH EWING AVENUE CHICAGO
ok Full Servtce 2079925 HEGWISCH BRANCH 13336 SOUTH BALTIMORE AVENUE CHICAGO
ok limited Se-rvke 20817)5 SOUnt DERRING FACILITY 10535 SOVTH TORRENCE AVENUE CHICAGO
Full Service 4099271 THOREK BRANOi 836 WEST IRVING PARK ROAD OUCAGO
ok Full Service 2121280 COAL CITY BRANot 20 SOUTH KANKAKEE COAlCITY
full Service 2809038 EVERGREEN PARK BRANCH 2400 WEST 95TH STREET EVUtGREEN PARK
ok Full Service 3188909 FRANKFORT BRANCH 19997 LA GRANGE ROAD FRANKFORT
Full5etvice 810436 CiARONERBRANCJ1 118 DEPOT STREET GARDNER
ok FultSrvlct 3188897 JOLIET ampRANCJ1 2398 ESSINGTON ROAO JOLIET
Full Service 3439553 LOClCPORT BRANCH 16545 WEST 159TH STREET LOCKPORT
ok Full Service 290931 LYONSlST AVENUE BRANCH 8601 OGDEN AVENUE LYONS
ok Full Service 3671504 MINOOKA BRANCH 515 WESTUS ROUTE 6 MINOOKA
ok LlmltcServfce 2111338 MOAAIS LISBON BRANCH 1433 USBON STREET MORRIS
ok Full Servkt 2809010 MORRIS ROUTE 6 BRANCH 1111 WEST US ROUTpound 6 MORRIS
Ful1 Servlct 2809047 NAPERVILLE BRANCH 1607 NORTH AURORA ROAD NAPERVILLE
ok full 5ervfce 2809056 NEW LENOX BRANCH 456 NELSON ROAD NEW LENOX
Full sMce 2103129 OAK FOREST BRANOf 15901 SOUTH CENTRAL AVENUE OAX FOREST
ok Full SeMct 3490255 OAK LAWN lllTH BRANOf 4700 WEST 111TH STREET OAK LAWN
ok Full Sfrvlce 2096717 OAK LAWN 95TH BRANCH 4001 WEST 95TH STREET OAK LAWN
ok Full Service 2295538 ORLAND PARK BRANCH lSCXJO SOUTH WOLF ROAD ORLAND PARt
State VpCode
IL 60457
IL 60440
IL 60409
IL E06H
IL 00617
IL 0063
IL 00617
IL 60613
IL 60416
IL 60805
IL 6042
IL 60424
IL 60435
IL 60441
IL 60534
I L 60447
IL 60450
IL 60450
IL 60563
IL 60451
IL 60452
IL 60453
IL 60453
IL 60467
County CawN FDICUNINUM Offb Numberbull Haad otfice Head Office 10 RSSD Comments
COOK UNITEO STATES 10748 0 STANOARO BANK ANO TRUST COMPANY 19730
Will UN ITED STATES 419532 34 STANDARD BANK ANO TRUST COMPANY 19730
COOK UNITED STATES 510611 44 STANDARD BANK AND TRUST COMPANY 19730
COOK UNITpound0 STATES 429662 35 STANDARD BANK ANO TRUST COMPANY 19730
COOK UNITED STATES 12089 18 STANDARD BANK AND TRUST COMPANY 73ltgt
COOK UNITED STATES 244100 20 STANDARD BANK ANO TRUST COMPANY 19730
COOK UNITED STATES 244099 19 STANDARD BANK ANO TRUST COMPANY 19730
COOK UNITED STATpoundS 510612 4S STANDARD BANKANDTRUSTCOMPANV 1973ltgt
GRUNDY UNITED STATES 263852 17 STANDARD SANK AND TRUST COMPANY 730
COOK UNITED STATES 13875 4 STAN OARD BANK AND TRUST COMPANY 19730
Will UNITED STATES 357237 15 STAN OARD BANK AND TRUST COMPANY 19730
GRUNDY UNITED STATES 7234 1 STAN DARO BANK ANO TRUST COMPANY 19730
Will UNITED STATES 238ASA 13 STANDARD BANK ANO TRUST COMPANY 19730
Will UNlTEO STATES 450324 38 STAN OARD BANK AND TRUST COMPANY 19730
COOK UNITED STATES 10912 22 STANDARD BANK ANO TRUST COMPANY 19730
GRUNDY UNITED STATES 465426 42 STANDARD BANK AND TRUST COMPANY 1973ltgt
GRUNDY UNITED STATES 266774 16 STANDARD BANK ANO TRUST COMPANY 1730
GRUNDY UNITED STATES 2243S6 10 STANDARD BANK AND TRUST COMPANY 19730
OU PAGE UNITED STATES 238451 6 STANDARD BANK ANO TRUST COMPANY 19730
Will UNITED STATpoundS 238452 11 STAN OARD BANK ANO TRUST COMPANY 19730
COOK UNTED STATES 244101 21 STANDARD BANK AND TRUST COMPANY 19730
COOK UNITED STATES 441863 36 STANDARD BANK AND TRUST COMPANY 19730
COOK UNITED STATES 238447 1 STANDARD BANK AND TRUST COMPANY 19730
COOK UNITED STATES 238450 5 STANDARD BANt AND TRUST COMPANY 19730
ok Fullrvke 2100379 PALOS 11HH BfANOl 11901 SOUTHWEST HIGHWAY PALOSPARIC ll 00464 COOK UNITED STATES 238448 2 STAN DARO BANK AND TRUST COMPANY 19730
ok rulSltVice 2427544 PALOS lllST BRANCH 9700WEST lllST STREET PALOS PARK ll 00464 COOK UNlTEOSTATES 238449 3 STAN DARO BANK AND TRUST COMPANY 19730
ot llmtedSrvke 3490273 NORTH RIVERSIDE BRANCH BJSOWEST CERMAK ROAD RlvtRSlDE ll COOK UNITED STATES 441864 37 STANDARD BANK AND TRUST COMPANY 19730
ot FuLServke 3202171 SHOREWOOD BRANOl 970 BROOK FOREST AVENUE SHOREWOOD It - t UNITED STATES 419531 33 STANDARD BANICANDTRUSTCOMPANY 19730
ok FulSrvlee 3188918 VILLA PARK BfWIOi 1 WESrRoostVrlTROAD VlltAPARIC It 50181 OUPAGE UNITED STATES 238455 14 STANDARDBANKANDTRUSTCOMPANY 19730
ok FulSrvke WllMINGTON BRANCH lOOSSOUTH WATER STREET WILMINGTON It 004 lt UNITED STATES 238453 12 STANDARD BANK AND TRUST COMPANY 19730
ok Fulfrvk 3197031 CHESTERTON BRANCH middot 755 JNDIAN BOUNDARY ROAD OIESTERTON IN PORTER UNITEDSTAlES 275664 32 STANDARD BANK AND TRUST COMPANY 19730
ok ruUrvic 2161D17 EASTCHCAGO BRANCH 4518 lNOANAPOUS BOULEVARD EAST CHICAGO IN 46312 lAKE UNITEDSTAlES 29 STANDARDSANKANDTRUSTCOMPANY 19730
ok Fulrvk 4913n HAMMOND BRANCH 1007 CALUMET AVENUE HAMMOND IN 46324 AKE UNITEDSTAlES 42227 30 STANDARD BANK AND TRUST COMPANY 19730
Fulrvlc 2161D3S HIGHtAND BRANCH 2930 RIDGE ROAD HIGHLAND IN 46322 UNITEOSTAlES 275659 27 STANDARD BANK AND lRUST COMP AN I 19730
ot Futtsrvke 2161044 LOWHl BRANCH 2090 EAST COMMERICALAVENUE LOWELL IN 463Sfgt21r AKE ONITEDSTAlES 275661 28 STANDARD BANK ANDTRUSTCOMPANI 19730
ok Full Srvlce 3439562 MERRlllVlllE BRANCH 579WESTUNCOlN HIGHWAY MERRlllVlllE IN 46410 AKE ONlEO STATES 450325 39 STANDARD BANK AND TRUST COMPANI 19730
ok Full Srvice 453712 SAINT JOHN BRANCH 9321 WICKER AVENUE SAINT JOHN IN 46373middot00 AKE ONtlEDSTATES 42414 26 STANDARD BANK AND rnusr COMPANY 19730
middot
Report ttem 4 Directors and Office (1) Name amp Address
J-Ohn R Barber New York NY
Christopher Doody Ne-vYork NY
1pound1 Pnncipal Occupation [rtmiddotrmiddotwittl BHC
Mariaging Partner eohesiVe ea pita I
Princlpal Storm Point Capital
(3) (bull) TrtiePosition with BHC Diredor
Director
FORM FR Y-9
STANDARD BANCSHARES INC Fiscal YearEnding Decttmber3112014
(3) lb) ltlePosition wffi1 Subsidiaries
NIA
NIA
(3) (c TrtlePosltlon wttn otherbuslne$es
Managtng Partner Cohesive Capital
Principal Stone Point Ciipitit
bull Stone Point ls the manager of the TriOOnt funds which are investment entities that own 25 or morn of the outstanding voting seairities orinlerests in various companles Mr Doody ls an ernployee and officer of Stone Point and is oo deemed to contror S1oria Point or the Trldent Funds He is not a principal securities holder of Stone Point or the Trident Funds The invstmenl committees of the Trident Funds are responsible for voting the shares or such companies and Mr Doody is not a member of the investment committees of the Trident Fonds A sctiedule of such companies in which U1e Trident funds hnve invested is available upon request
John o Gallagher Ortand Park IL
Managing Genera[ Partner OfdlarU Hill Bldg Co
Director Dior-standarU Bank
Managin9 GenerBi Partner Orchard HlllmiddotB1dg Co President Ordiard Hm Building Co Inc
Managing Member Qnhard Hill Construction LLC
Managing Membelt Austin Construction Co bull LLC
Presdenl Bougton Development Co
President ennStructildeg Co lnc
Prestdenl middot Farmingdare Development eomiddot
middotana9in middotRa -middot middot fariTijngdre _Mittwo middot
Pldciit_ _ Fam1r9dale Utilify Co_
Managing Partner Frtz91erald Lad lnvestment Ptshp
(4) a) 1w of Voting Shares in BHC
563
middot1483
14450
(4)(o) (4) (b) Names of othfr companitts 4 of Voting (if 25 ormorl voting Shares in Subs securities a held
NIA
NIA
NIA
NIA
NIA
NIA
NIA
NIA
NIA
NIA
Dryden Cons1rudioo Co Inc 100
NIA
NIA
NIA
Frtzgerald Land Investment Plshp 25
(1) Name amp Mdlt=
John D Gallagher CJriand Pru IL
(2) Principal rbull _ BHC1
(3) (b) TdfePosition wiU1 SubsXfiarics
(J)(c TrtiePttSition wTUi other buslncssts
Trustee-Vote 100 Galla171ormiddot Henr)Tnisl
- Gallagher amp Henry Inc
Prumlaquo GaDaQhef Parloecs LP GB4 Jnc
Managing Partner Gl6mwod DevelopmElnt Co
Managmjl farlnelt Heruy Co Managmo Hermann Umd Investment Ptshp
Managing- Kolarlrugtd I lgthp Preltldeot Kokast -kimes Inc
PreSdenl Coo$trixtioo middotmiddot nc
- -MiAdams 400 Investment Ptshp
Msoagir(Q Partner Meifefl1 id lnpoundiiini _Pthp Managing Partner sr middotGod 1nVeslmoo Pbhp Managiog Partnef
-LampftPtshp TruSt6e
ThOGalfaghmiddotorSliujiini middot Trust
(4) (bull) of Voting Shares in BHC
(4) (b) of Voting Shares In SUbs
Names of other companies frf 25 degmom voting securiDes arn heJd NIA
NIA
NIA
NIA
NIA
NIA
NIA
Hennarm Lnnd Investment Ptshp 25
K6irland lovStrnerrlPiStip 25 NIA
NIA
NIA
Laod lNeStrnloi PlShp 25
df1li3 lfjJrlvtrpnt PWiP 25
Land l hp 25
e(Lao1fl PtShp 25_-xmiddotmiddot middot
standard tWesTrust 25 middot
(1) Name amp Address
Tnnothy J GsJlaghet Burr Ridge IL
(2) Principal Occupation [d other than with BHC)
(J) (a) TrltePosifion wtth BHC
(3)(b) TdiePosffion wittl Subskfcuies
OlaHrnan of the Board
(J) (c) TitlePosition with other businees
PreOOeot Brittany Glen Homeownoc l=gtc Suffield Woods Homeowner Assoc FanntngdaJe Viage Com Assoc fumlogdale Vdlage Com Assoc 2 Misty Meadoyenr Homeowner Assoc 1ltings1on Hills liomeOMler Assoc Gallagheramp Henrys Condos Goodiogs Grove Assoc Ganaghcr amp Heruys Goocfings Grove Umbretia Assoc Farmingdale Vil Cooos of Woodridge Homeowner Assoc Radc5ffe rtMe TOvlfflhomes Assoc
BNC OWnefs Assodatioo
Boughton Woodward Commenial Center LLC su-lgle MembeltUC- GB4 i5 member
Union Poirrte Investors Uc Sing1e MemberlLC- Union PcWe Oevclopmeot Co b member
Uoion POOte Buadlog Venture 1lLC Union 00rt lnvestorn LlC ts member Union Pofrrte Buikfing Venlilre 112 LLC Unton Point nveslor lLC is member
Union Pointe Boikfing Venture 3 LLC Union Poinl lnveslors UC is member
standgtnJ Bank -ALm1 Construction Co LlC
Pminlaquo Frtzyerald Lnnd Investment Pbttp
(lt)(bull) ofVotlng Shares in BHC
11520
(4) (b) ofVotiog Shares in Subs
NIA
Names of other companies (If 25 or l1XgtflJ voting securities aro held
NIA NIA NIA NIA NIA NIA NIA WA NIA NIA NIA
WA
NIA
WA
WA
NIA
NIA
WA
NIA
NIA
NIA
WA
WA
(1) =
Timothy J GJJbghctshyBorr Ridge IL
(2) Principal (if oUJef than wtth BHC)
3 (a) TitlePosition wilh BHC (3) 1c) Trtielosilion with other businesses ampcretuy amp Henry Inc
_ GieoMXgtd Developmeot Co
Partner Hermann Land Investment Pt5hp KOOr land Investment Ptstip
Secret3y Kolcast Homes loo
__ Koamp Construction Co Inc
Secrebgty Ordnrd Hin Buikfing Co Inc
Pa1nelt srrvb land 1ovestrnent Pshp -Smotelt Land Investment Ptshp Trustee- Vote 100 The Gollagher stmdafd
Trust
-- uruoo Pointe Development Co
lt4)(a) ofVotiog Shares in BHC
(4) (b) of Voting Shares In Sobs
tfamos of othcreomnk (lf25 ormoro vo6ng sccuritios arc held
NIA
NIA
NIA
Hennano Land Investment Ptshp 25
Kolar land Investment Pshp 25
NIA
NIA
NIA
Maas Land Investment Ptshp 25
McAdams Iand lnv=tmeni Plshp 25
Medema land lnvestme111 Ptshp 25
NIA
NIA
NIA
Slivka land Investment Plshp 25
SmoterUmd I Ptshp 25
Unkio Pointe Devdopmcot Co 25
(11 (21 Pl (a) 3 (b) 3) c) 4 (a) (4)b) Names of othelt com pan Name amp Adqross princi Occupation TJdcPositiorl TJHePositiorl TrticPosIDon of Voting of Voting [If 25 or mon voting
(if other than with Bl tc) wtth SHC with Subsidiaries with other businesses Shares In BHC Shares in Subs securities are heJd
Timothy J GaUagilet Slaquoretmy GB4 Inc SurRXgeIL GB4 lnc 251
Uoioo Polnte Bonding Venture 3 UC NIA Uoiont PoCnt lnves1ocs LLC is member
Lawraooe P Kelley NIA DirododVJCO Chaifman Oamp-edooVlce Chairman NIA 023lt))1 NIA NIA Pltullt IL PreraquoleoUCEO -0-0
standam Bank
Atampief Ko-arldt NIA DirodOlt Dirodoc NIA 0140 NIA NIA 1-fmsdak ll -
Howrd K Priess JI - deg Dirodoc Solo Pradiltgtoelt 0140 NIA NIA NapeMe IL Standard Bank
Owner White Oak Construction LlC Wh4te Oak Construction LLC 100
Robert A RoslKWt NIA Lead ndepcodeot Director oltedoc NIA D140( NIA NIA QOCago u standanl Bank
Charles E Shomo rv NIA deg Ciredor NIA 013lfI( NIA NIA Bur Ridgo IL standam Bank
Patrick J Hunt NIA _ Executive VPCFO NIA 008 NIA NIA Palos Heights IL EVPCfO standanl Bank
deg Scoltzu NIA Asst VPJAssl Asst VPAsst Secy NIA 00CXgt1 NIA NIA
Everyreen Park IL Sea-- SiandagtO Bank
STANDARD BANCSHARES INC AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (in thousands except share data)
Note 4 - Loans (Continued)
The following tables present loans individually evaluated for impairment by class of loans
Unpaid Allowance for Average Principal Recorded Loan Losses Recorded
December 31 2014 Balance Investment Allocated Investment
Wrth no related allowance recorded Construction $1 4349 $ 2200 $ $ 2824
Commercial 1 866 266 623
Commercial real estate non-owner occupied 12128 1 0392 1 1 282
Commercial real estate owner occupied 1 0541 3771 3617
Residential real estate 999 999 1 1 58
Consumer 2 557 ____1MQ --- -----1m Subtotal $42440 $1 91 87 _$ __
- $20780
With an allowance recorded
Construction $24344 $1 8052 $5 136 $27023
Commercial 605 605 601 1 498
Commercial real estate non-owner occupied 7149 4953 1 373 4132
Commercial real estate owner occupied 3163 2935 5 1 6 8607
Residential real estate 4796 4796 1 665 3736
Consumer _____bill_ _____bill_ ____lJ_sectQ 2 997
Subtotal $42875 $34159 $1 1 451 $47993
Construction $38693 $20252 $5136 $29847
Commercial 2471 871 601 2121
Commercial real estate non-owner occupied 1 9277 1 5345 1 373 1 5414
Commercial real estate owner occupied 1 3704 6706 5 1 6 1 2224
Residential real estate 5795 5795 1 665 4894
Consumer 5 375 4 377 ____lJ_sectQ 4 273
Total $1U51 S6JUL1
22
Interest Income
Recognized
$ 460
69
361 2 1 9
5 1
___g $ 11 92
$ 325 1 1
72
1 1 5
1 20
$ 676
$ 785
80
433
334
1 71
-----2i $1 868
STANDARD BANCSHARES INC AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (in thousands except share data)
Note 4 - Loans (Continued)
Unpaid Allowance for Average Interest
Principal Recorded Loan Losses Recorded Income December 31 201 3 Balance Investment Allocated Investment Recognized
With no related allowance recorded Construction $ 3440 $ 2790 $ $ 6783 $ 1 5
Commercial 1 761 1 761 1 828 76
Commercial real estate non-owner occupied 9051 9051 1 0068 410
Commercial real estate owner occupied 3664 341 3 1 368 84
Residential real estate 1 284 1 284 1 254 26
Consumer 1 477 ------1Jn --- ____1dQsect_ ___2Q Subtotal $20677 $1 9426 L____ $22809 LJill
With an allowance recorded
Construction $41 71 0 $32459 $1 4662 $32 188 $ 671
Commercial 533 533 461 499 6
Commercial real estate non-owner occupied 6125 6125 1 865 1 1 128 45
Commercial real estate owner occupied 20172 1 3788 3331 1451 6 318
Residential real estate 25 1 5 251 5 1 496 2170 1 01
Consumer 2 465 2 465 Subtotal $73520 $57885 $23149 $62354 llill
Construction $45150 $35249 $14662 $38971 $ 686 Commercial 2294 2294 461 2327 82
Commercial real estate non-owner occupied 1 5176 1 5176 1 865 21 1 96 455
Commercial real estate owner occupied 23836 17201 3331 15884 402
Residential real estate 3799 3799 1 496 3424 1 27
Consumer 3 942 3592 3 361 ___sectpound Total $M1_9Z $77 311 $23 149 $ll_5_1fill $1 814
23
STANDARD BANCSHARES INC AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (in thousands except share data)
Note 4 - Loans (Continued)
Unpaid Allowance for Average Interest
Principal Recorded Loan Losses Recorded Income December 31 2012 Balance I nvestment Allocated I nvestment Recognized
With no related allowance recorded Construction $ 2712 $ 1 819 $ $ 3600 $ 346
Commercial 1 763 1 410 1 931 7
Commercial real estate non-owner occupied 1 448 1 448 2451 1 5
Commercial real estate owner occupied 2238 2238 9805 60
Residential real estate
Consumer ---1Jlllli - ---1Jm --- ---
Subtotal $1 0056 $ 741 3 L___ $1 9690
With an allowance recorded Construction $43737 $ 39645 $12359 $45048 $ 455
Commercial 270 270 271 276
Commercial real estate non-owner occupied 27925 27489 1 1 777 20670 709
Commercial real estate owner occupied 4584 4584 1 782 4252 88
Residential real estate 3824 1 622 802 3842 88
Consumer 2885 ____LlQsect ______lQg Subtotal $83225 $ 7481 6 $27300 $76986 $ 1 373
Construction $46449 $41 464 $1 2359 $48648 $ 801 Commercial 2033 1 680 271 2207 7
Commercial real estate non-owner occupied 29373 28937 1 1 777 23121 724
Commercial real estate owner occupied 6822 6822 1 782 14057 148
Residential real estate 3824 1 622 802 3842 88
Consumer 4 780 1 704 ______lQg _isectQ1 ___TI Total Sfil281 $R222_9_
Interest income recognized includes interest accrued and collected on the outstanding balances of accruing impaired loans as well as interest cash collections on non-accruing loans and impaired loans for which the ultimate collectability of principal is not certain
24
STANDARD BANCSHARES INC AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (in thousands except share data)
Note 4 - Loans (Continued)
The following is an analysis of the age of the recorded investment in past due and nonaccrual Joans
December 31 2014
Construction
Commercial Commercial real estate
non-owner occupied Commercial real estate
owner occupied Residential real estate
Consumer
Total
December 31 201 3
Construction
Commercial Commercial real estate
non-owner occupied Commercial real estate
owner occupied
Residential real estate
Consumer
Total
Credit Qu ality Indicators
30-59 days
$ 398
714
122 726
1 457
30-59 days
$
1 89
41
61
907
_____sectQl_ $2 061
90 days or more past
due and 60-89 days accruing
$ 72 $
1 53
290 533
1 1 5 944 1 5
_filsect ___fil_ S2115 $_Z1fi
90 days or more past due and
60-89 days occruing
$ 672 $
66
770
395 1 9
886 248
-11sect _____sect $2 907 $_3j_Q
Total Past Current Non-accrual Due Loans Total
$20252 $20722 $ 89621 $ 1 1 0343
871 1 738 447603 449341
7291 81 1 4 41 8929 427043
26 1 2 2849 566420 569269 6424 8109 1 1 0503 1 1 861 2
4 039 6235 90 831 97 066
$41 489_ $1 723 907 $1 V1 674
Total Past Current Non-accrual Due Loans Total
$1 7361 $18033 $ 1 22261 $ 1 40294
479 734 324164 324898
6230 7041 412734 41 9775
131 08 13583 537317 550900
551 8 7559 1 09784 1 1 7343
4 1 76 5200 1 03 464 1 08 664
$52 150 $1 609 724 $1 661 874
The Company categorized its non-homogenous Joans into risk categories based on relevant information about the ability of borrowers to service the debt such as among other factor$ current financial information historical payment experience credit documentation public information and current economic trends The Company analyzes loans individually by classifying the Joan as to credit risk This analysis is done annually on a Joan by loan basis The Company uses the following definitions for classified risk ratings
Pass Loans classified as Pass are considered to be performing Joans that have adequate cash flow andor collateral based upon our underwriting process
Special Mention Loans classified as special mention have a potential weakness that deserves managements close attention If left uncorrected these potential weaknesses may result in deterioration of the repayment prospects for the Joan or of the institutions credit position at some future date
25
STANDARD BANCSHARES INC AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (in thousands except share data)
Note 4 - Loans (Continued)
Substandard Loans designated as substandard are inadeq uately protected by the current net worth and paying capacity of the obligor or the collateral pledged if any Loans have a wellshydefined weakness or weaknesses that jeopardize the liquidation of the debt They are characterized by the distinct possibility that the Bank will sustain some loss if the deficiencies are not corrected
Performing Not Rated Loans classified as Performing Not Rated are considered to be performing loans at the time of u nderwriting but historically ones in which we do not obtain updated financial information after the loans are originated These are generally consumer loans first mortgage home loans and home equity loans
Loans not meeting the criteria above are analyzed individually as part of the above described process and are considered to be unclassified loans Based on the most recent analysis perfornied the loan risk classifications are as follows
Special Performing December 31 2014 Pass Mention Substandard Not Rated Total
Construction $ 80127 $ 7719 $ 21249 $ 1 248 $ 1 1 0343
Commercial 442867 4915 1 559 449341
Commercial real estate non-owner occupied 399762 1 8880 8401 427043
Commercial real estate owner occupied 531 31 5 27295 1 0659 569269
Residential real estate 29747 1 1 9 8250 80496 1 1 8612
Consumer 8 91 0 312 5 939 81 905 97 066
Total $1 192 728 $ 59240 $ 56 057 SJ63 649 S1 ZZJ 6H
Special Performing December31 2013 Pass Mention S ubstandard Not Rated Total
Construction $ 90330 $ 9396 $ 37394 $ 3174 $ 1 40294
Commercial 309074 1 0445 4489 890 324898
Commercial real estate non-owner occupied 400738 10570 8467 419775
Commercial real estate owner occupied 502095 1 0840 37965 550900
Residential real estate 3567pound 1 09 7881 73677 1 17 343
Consumer 9 099 -----1fill 7 828 89 826 1 08664
Total SJ 47 OJ2 M32Z1 $104 021 S167 567 $1 661 871
The Bank considers the performance of the loan portfolio and its impact on the allowance for loan losses For residential and consumer loan classes the Bank evaluates credit q uality based on the payment and aging status of the loan Payment status is reviewed on a q uarterly basis with respect to determining adequacy of the allowance for Joan losses
26
STAN DARD BANCSHARES INC AND SUBSI DIARIES
NOTES TO CONSOLI DATED FI NANCIAL STATEMENTS (in thousands except share data)
Note 4 - Loans (Continued)
Tro ubled Debt Restructurings (TOR)
Loans classified as TD Rs totaled $1 8541 as of December 31 201 4 of which $1 5665 were performing and $2876 were on non-accrual loans classified as TDRs totaled $1 8095 as of December 31 201 3 of which $1 6596 were performing and $1 499 were on non-accrual
The Bank has allocated $1 797 and $ 1 3 1 4 in specific reserves to customers whose loan terms have been modified in troubled debt restructurings as of December 31 201 4 and 201 3 The Bank has committed to lend additional amounts of $45 and $26 as of December 31 201 4 and 201 3 to customers with outstanding loans that are considered to be troubled debt restructurings These loans involved the restructuring of terms to allow customers to mitigate the risk of foreclosure or default by meeting a lower loan payment requirement based upon their current cash flow These may also include loans that renewed at existing contractual rates but below market rates for comparable credit For commercial loans these m odifications typically include a lowering of the interest rate on the loan In some cases the modification will include separating the note into two notes with the first note structured to be supported by current cash flows and collateral and the second note made for the remaining unsecured debt The second note is charged off immediately and collected only after the first note is paid in full This modification type is commonly referred to as an A-B note structure For consumer mortgage loans the restructuring typically includes a lowering of the interest rate to provide payment and cash flow relief For each restructuring a comprehensive credit underwriting analysis of the borrowers financial condition and prospects of repayment under the revised terms is performed to assess whether the structure can be successful and that cash flows will be sufficient to support the restructured debt Anmiddot analysis is also performed to determine whether U1e restructured loan should be on accrual status Generally if the loan is on accrual at the time of restructure it will remain on accrual after the restructuring In some cases a nonaccrual loan may be placed on accrual at restructuring if the loans actual payment h istory demonstrates it would have cash flowed under the restructured terms After six consecutive payments under the restructured terms a nonaccrual restructured loan is reviewed for possible upgrade to accruing status
As with other impaired loans an al lowance for loan loss is estimated for each TOR based on the most likely source of repayment for each loan For impaired loans secured by real estate that are collateral dependent the allowance is computed based on the fair value of the underlying collateral For impaired loans where repayment is expected from cash flows from business operations the allowance is computed based on a discounted cash flow computation
27
STANDARD BANCSHARES INC AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (in thousands except share data)
Note 4 - Loans (Continued)
Troub led Debt Restructurings (TOR) (Continued)
The following table presents loans by c lass modified as troubled debt restructurings that occurred during the years ended December 31 2014 and 2013
Pre- Post-modification modification
Number outstanding outstanding 2014 of loans recorded recorded
investment investment Construction 1 $ 706 $ 813 Commercial real estate owner occupied 2 483 564 Residential real estate 3 1206 1 206 Consumer 5 563 563
Total 11 $2958 $3146
2013 Commercial real estate non-owner occupied 3 $14371 $ 8 670 Commercial real estate owner occupied 3 3505 3581 Commercial 2 1758 1804 Residential real estate 1 403 403
Total 9 $20037 $1 4458
The troubled debt restructurings modified in 2014 and 2013 described above increased the allowance for credft losses by $784 and $317 and did not result in any post-modification charge offs during the years ended December 31 2014 and 2013 respectively
28
STAN DARD BANCSHARES I NC AND SUBSIDIARI ES
NOTES TO CONSOLI DATED FI NANCIAL STATEMENTS (in thousands except share data)
Note 4 - Loans (Continued)
Tro uble d Debt R estructurings TOR ) (Continued)
The following table presents troubled debt restructurings by class and type of modification that occurred during the years ended December 31 2014 and 2013
AB Note Rate Restructure Reduction
2014 Construction $ $ -
Commercial real estate owner occupied 48
Residential Real Estate Consumer 218
Total $ $266
AIB Note Rate Restructure Reduction
2013 Commercial real estate non-
owner occupied $13901 $ 470 Commercial real estate
owner occupied 3073 Commercial 1758 Residential Real Estate 403
Total $13901 $5704
29
Rate Reduction
To Pay amp Advance Taxes of Funds
$ $ 706
435
$435 $ 706
Rate Reduction
To Pay amp Advance Taxes of Funds
$ $
432
$432 $
I nterest Only
Period
$
1206 345
$1551
I nterest Only
Period
$
$
Total
$706
483 1206
563 $2958
Total
$14371
3505 1758
403 $20037
STANDARD BANCSHARES I NC AND SUBSI DIARIES
NOTES TO CONSOLI DATED FINANCIAL STATEMENTS (in thousands except share data)
Note 4 - Loans (Continued)
Troubled Deb t Restru cturings (TOR) (Continued)
The following table presents loans by class modified as troubled debt restructurings for which there was a payment default within twelve months fol lowing the modification during the year ended December 3 1 2014 There were no payment defaults within twelve months following the modification during the year ended December 31 201 3
2014 Commercial
N umber of loans
1
Recorded Investment
$1 600
The troubled debt restructurings that subsequently defaulted in 2014 described above increased the allowance for credit losses by $233 during the year ended December 31 2014 In 2013 there were no troubled debt restructurings for which there was a payment default within twelve months following the modification The troubled debt restructurings resulted in $1600 of charge offs during the year ended December 31 201 4 The troubled debt restructurings did not result in any charge offs during the year ended 2013
Note 5 - Mortgage Servicing Rights
Following is a summary of the activity for mortgage servicing rights
Beginning balance Costs capitalized Accumulated amortization
Ending balance
2014 $ 2726
544 (835)
$ 2 435
2013 $ 2169
1 339 (782)
$ 2 726
2012 $ 1525
1434 (790)
$ 2 169
The aggregate fair value of mortgage servicing rights is based on fundamental analysis and the present value of expected future cash inflows In estimating fair value assumptions have been made regarding prepayment default and interest rates Mortgage servicing rights do not trade in an active market with readily observable prices The Company uses an independent third party to determine the fair value of mortgage servicing rights by estimating the fair value of the future cash flows associated with the mortgage loans being serviced Key economic assumptions used in measuring the fair value of mortgage servicing rights include but are not limited to prepayment speeds discount rates delinquencies and costs to service
A fair market estimate was completed by an independent third party in November 201 4 to determine the amount at which the asset could be exchanged in a current transaction between willing parties other than in a forced liquidation or sale Fair value was estimated based in part on the discounted future cash flows estimated to be received The evaluation used a discount rate for each pool of loan servicing rights which is intended to represent the estimated market yield and estimated cash flow for each pool of servicing rights by utilizing an assumed prepayment speed based on the characteristics of each pool No assurance can be given that the actual prepayments will conform to the prepayment speeds assumed The calculated fair value was compared to market values where possible to ascertain the reasonableness of the valuation in relation to the current market expectations
Mortgage servicing rights outstanding Estimated fair value as a percentage of loans serviced Principal value of loans serviced Estimated fair value of servicing rights outstanding
30
201 4 $ 2435
083 $394217 $ 3272
201 3 $ 2726
083 $382221 $ 3 1 72
STANDARD BANCSHARES INC AND SUBSIDIARIES
NOTES TO CONSOLI DATED FINANCIAL STATEMENTS (in thousands except share data)
Note 6 - Premises and Equipment
Major classifications of these assets are summarized as follows
Land Bank premises Furniture and equipment
Accumulated depreciation Premises and equipment - net
2014 $ 21 699
58 179 31 388
1 1 1 266 (50352)
$ 609 14
201 3 $ 2361 0
69 1 33 44467
1 3721 0 (71 428)
$ 65782
Depreciation expense amounted to $3479 $3668 and $3949 in 2014 201 3 and 2012 respectively_
The Company sold land buildings and vehicles for total proceeds of $1 824 $2 and $1 8 resulting in gross gains on sales of $49 1 $1 and $ 1 8 in the years ending December 3 1 2014 201 3 and 201 2 respectively
In December 2014 the Company signed a definitive agreement to enter into a sale-leaseback of land and buildings for two of its locations The Company designated $ 1 462 of premises as held for sale No write-down was taken at the time of transfer as the assets were anticipated to be sold at a gain In February 2015 the Company closed on a transaction a portion of the gain on sale was recognized in non-interest income The remaining gain was deferred and will be amortized into non-interest income over the lease term
Note 7 - Other Real Estate Owned
Activity in other real estate owned is summarized as followsmiddot
Beginning balance Acquired through or in lieu of foreclosure Proceeds from sales Gain (loss) on sales Write down on other real estate owned
Ending Balance
2014 $ 1 2 930
6 035 (2004)
426 ( 1 1 54)
$1 6233
2013 $1 6896
3 912 (51 35)
170 (2913)
$1 2930
201 2 $ 1 1 496
1 2 1 08 (4096)
(1 36) (2476)
$ 1 6 896
Operating expenses associated with other real estate owned net of write-downs on other real estate owned were $498 $1 96 and $976 in 2014 201 3 and 201 2 respectively
Note 8 - Intangibles
Core deposits Accumulated amortization Core deposits net
2014 2013
$ 8946 (7798)
$ 1 148
$ 8946 (7 1 05)
$ 1 841
Amortization expense amounted to $693 $789 and $885 in 2014 2013 and 20 12 respectively Core deposit intangibles are amortized over an estimated life of fifteen years
middot----- l n-201-2-the-Gompany-reGorded-a-ful l-write-down-of-$239g7-of-goodwill-as-it-was-determined-t0-be--shy
impaired_
3 1
STAN DARD BANCSHARES INC AND SUBSI DIARIES
NOTES TO CONSOLI DATED FI NANCIAL STATEMENTS (in thousands except share data)
Note 9 - Bank Owned Life Insurance
The Bank acquired life insurance policies through prior bank acquisitions and by direct purchase At December 3 1 2014 and 2013 the cash surrender value of these policies was $48470 and $47033 respectively No additional l ife insurance was purchased during 2014 or 2013
Note 10 - Deposits
Deposits at December 3 1 2014 and 2013 by major category are as follows
Demand deposits Non-interest-bearing Interest-bearing
Total demand deposits Savings deposits Time deposits Brokered deposits
Total deposits
2014
$ 612646 492 799
1 1 05445 374142 405857 1 08 1 28
$1 993 572
201 3
$ 536325 525 145
1 061 470 36341 8 427815
66 402
$1 91 9 1 05
The aggregate amount of deposits reclassified as loans (overdrafts) amounted to $2548 and $2781 at December 3 1 2014 and 201 3 respectively
Time deposits that met or exceed the FDIC insurance limit of $250 at year-end 201 4 and 2013 were $1 1 0 1 77 and $92681 respectively
At December 3 1 2014 scheduled maturities of certificates of deposit including brokered deposits are as follows
201 5 2016 2017 201 8 201 9 2020 and thereafter
$408455 65585 1 9838
9830 1 0277
$513 985
Deposits from related parties totaled $33614 and $32595 at December 31 2014 and 201 3 respectively
32
STANDARD BANCSHARES INC AND SU BSI DIARIES
NOTES TO CONSOLI DATED FINANCIAL STATEMENTS (in thousands except share data)
Note 1 1 - Advances from Federal Home Loan Bank
There were no outstanding advances with the Federal Home Loan Bank at December 3 1 201 3 The indebtedness to the Federal Home Loan Bank at December 3 1 2014 was $1 5000 consisting of the following fixed rate advances
Due Date
June 27 201 6 June 27 201 6
Total advances
I nterest Rate
057 057
2014
$1 3000 2 000
$1 5 000
Al l advances and letters of credit from the Federal Home Loan Bank (FHLB) were secured by a g eneral lien on qualifying commercial real estate residential mortgages and home equity loans of the Bank Each advance is payable at its maturity date with a prepayment penalty for fixed rate advances Letters of credit outstanding from the FHLB totaled $3872 and $41 946 at year-end 2014 and 201 3 respectively The advances and letters of credit were collateralized by $679990 of commercial real estate and mortgage loans in 2014 and $203845 of mortgage loans under a blanket lien arrangement at year-end 2013 Based on this collateral and the Companys holdings of FHLB stock the Company was eligible to borrow up to a total of $26951 3 at year-end 2014
Note 1 2 - Other I ncome
Other income consists of the following
Gain (loss) on sale of other real estate owned Gain on sale of premises and equipment Debit cardATM fees Trust feesBrokerage Fees Loan fees and commissions Cash management Bank Owned Life Insurance income Miscellaneous income
Total other income
33
2014
$ 426 491
28 1 8 2533
658 2641 1 437
921
lll 1 925
201 3 201 2
$ 1 70 $ ( 1 36) 1 1 8
2935 2829 2364 1 927
680 932 2286 2020 1 437 1 469 1 267 886
ll1 1 1 40 ll 9 945
STANDARD BANCSHARES INC AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (in thousands except share data)
Note 1 3 - Employee Benefit Plans
Profit Sharing
The Companys bank subsidiary maintains a defined contribution 401 (k) Plan Under terms of the Plan employees meeting age and service requirements may elect to have their compensation reduced and have that amount contributed to the Plan as a salary deferral contribution The Bank at its discretion may make a matching contribution to the Plan equal to a u niform percentage of the salary deferral contributions Apart from any matching contribution the Bank may also make a separate discretionary contribution to the Plan The final liability for matching contributions if any is determined after yearshyend requiring the Bank to estimate its discretionary contribution expense at year end Contribution expense recorded by the Bank amounted to approximately $ 1 1 79 $1 254 and $ 1 685 for 2014 201 3 and 201 2 respectively
Non-Qualified Plan
The Bank maintains a non-qualified deferred compensation plan for a select group of management and employees as determined by the Board of Directors Annual awards if any are based o n preshyestablished performance criteria which are communicated to eligible employees Benefits under the Plan vest after a five year period The liability under the Plan was $403 and $503 as of December 3 1 2014 and 201 3 respectively There was n o expense recorded in 2014 2013 o r 2012
Non qualified Sto ck Option Plan
Pursuant to the Capital Raise Investment Agreements on February 1 2 20 1 3 the Board of Directors of the Company adopted the Standard Bancshares Inc Stock Option Incentive Plan to be effective immediately after the Closing of the capital raise (please refer to Note 21 ) Pursuant to the Stock Option Incentive Plan the Compensation Committee of the Board of Directors of the Company is authorized to grant Incentive Stock Option awards Nonqualified Stock Option awards or a combination thereof to certain officers directors consultants or employees of the Company or any of its Subsidiaries or Affiliates aggregating up to 5402524 shares of the Companys common stock
The option price per share of stock purchasable under a stock option shall not be less than 1 00 of the fair market value of the common stock on the day of the grant Stock option vesting is based o n two components 1 ) a time vested option that vests over four years one fourth on each of the first four anniversaries from the option grant date and 2) a performance vested option that vests if there is an exit event resulting in the investor actually realizing an internal rate of return (RR) greater than or equal to 1 2 based on their original investment of $465 per share on February 22 201 3 Vesting is subject to acceleration in certain circumstances The options will expire if not exercised within 1 0 years of the
middot
date of grant and under certain other (employment) circumstances
The fair value of options granted was estimated on the date of grant using the Black Scholes optionsshypricing model using the assumptions noted in the table and commentary below The risk free rate of return is based on the constant maturity yield of a US Treasury note with a fixed rate term of 1 0 years at date of grant The volatility rate is derived from historical index values of publicly-traded commercial banks with assets between $1 and $5 billion Index values of comparably sized companies were used as a proxy because the Companys common stock is not exchange-listed and there is not an active trading market for the common stock The dividend yield assumption is based o n the Companys expected dividend payouts
34
STANDARD BANCSHARES INC AND SUBSIDIARI ES
NOTES TO CONSOLIDATED FI NANCIAL STATEMENTS (in thousands except share data)
Note 1 3 - Employee Benefit Plans (Continued)
Risk free rate of return
2014 20 1 3
275 1 97 Time remaining until expiration of the options Volatility rate
1 O years 1 0 years 1 392 1 587
Dividend yield 000 000
A summary of the activity in the non-qualified stock option plan for 2014 follows Weighted Average
Weighted Remaining Average Contractual
Number of Exercise Term Time Vested Stock Options Shares Price (in years)
2014 Outstanding at beginning of year 1 46651 5 $ 465 915
Granted 1 1 701 95 515 916 Exercised
Expired
Forfeited (23545) 494 870
Outstanding at end of year 2613 165 $ 487 860
Exercisable at end of year 366629 $ 465 815
2013 Outstanding at beginning of year $ Granted 1 466515 465 9 15 Exercised
Expired
Forfeited
Outstanding at end of year 1 465515 $ 465 9 15
Exercisable a t end o f year $
Aggregate Intrinsic Value
$ 1 1 1 8
$ 238
$ 733
$
The weighted average fair value of time vested options granted during 201 4 and 201 3 was $1 21 and $1 3 2 per option respectively
35
STANDARD BANCSHARES INC AND SUBSIDIARI ES
NOTES TO CONSOLIDATED FI NANCIAL STATEMENTS (in thousands except share data)
Note 1 3 - Employee Benefit Plans (Continued)
Performance Vested Stock Options 2014 Outstanding at beginning of year
Granted
Exercised
Expired
Forfeited
Outstanding at end of year
Exercisable at end of year
2013 Outstanding at beginning of year
Granted
Exercised
Expired
Forfeited
Outstanding at end of year
Exercisable at end of year
1 466515
1 170195
(26909)
2609801
1 465515
1 465515
$ 465
515
490
$ 487
$
$ 465
$ 465
$
91 5
91 6
864
860
g_1 5
91 5
$ 1 1 1 8
$
$ 733
$
The weighted average fair value of performance vested options granted during 201 4 and 201 3 was $040 for each year
Time Ve ste d O ption s
The Company recognized $782 and $44 I of stock-based compensation expense related to the granting of time vested stock options for the years ended December 20 14 and 2013 respectively There were no time vested options granted in 2012
As of December 3 1 201 4 there was $2 1 30 of total unrecognized compensation cost related to nonshyvestediime vested options granted underthe Plan The unrecognized cost is expected to be recognized over a weighted-average period of 26 years
Performan ce Veste d O ption s
The value of the performance vested options is a function of 1 ) the likelihood of a n Exit Event and 2) the likelihood of that Exit Event achieving the 1 2 IRR threshold These weighted average probabilities are then m ultiplied by the full value of a time vested option to derive the value of the performance options
The valuation methodology for the performance vested options involved ihree separate analysis
I Sale of control analysis 2 Initial public offering analysis 3 Remain private analysis
There was no expense recorded in 201 4 and 201 3 related to the performance vested options
There were no performance vested options granted in 201 2
36
STANDARD BANCSHARES INC AND SUBSIDIARI ES
N OTES TO CONSOLI DATED FI NANCIAL STATEMENTS (in thousands except share data)
Note 1 3 - Employee Benefit Plans (Continued)
As of December 3 1 2014 there was $1 059 of total unrecognized compensation cost related to nonshyvested performance vested options granted under the Plan The cost is expected to be recognized when it is determined that it is probable that a qualifying Exit Event will occur
Note 1 4 - Commitments
Operating Leases
The Bank leases property at various branch locations unde r terms that are considered to be an operating lease The leases expire in various years through 2020 Office rent expense was $728 $875 and $919 for 2014 2013 and 2012 respectively
Other Co mmitments
The Bank has a contract with a computer seNice company that expires in 201 6 Data processing expense was $2729 $2746 and $2424 for 201 4 201 3 and 2012 respectively
Annual future minimum payments for these agreements are as follows
Note 1 5 - Income Taxes
Year ending December 31 201 5 201 6 2017 20 1 8 201 9 2020 and thereafter
$3037 2884
394 203 1 26
1 6 $6 660
The components of the provision (benefit) for income taxes are as follows
Current Deferred Total Tax Expense (Benefit)
2014 $ 3494
7 1 62 $ 1 0656
201 3 $ 2373
3425 $ 5798
2012 $ 1 306
(6928) $ (5622)
The effective tax rate differs from the federal statutory rate primarily due to the following
Tax at statutory federal income tax rate Tax exempt interest income State income taxes net of federal benefit BOLi income Meals and entertainment Non-deductible expenses Goodwill impairment
201 4
$8483 (133) 1 5 1 6 (486)
77 76
Stock settled rights expense 639
201 3 $ 4750
(82) 766
(486) 84
1 02
2012 $(1 2371 )
(1 08) (866) (500)
79 80
8 1 55
O th enet--=====48=====664=--====(-l --
$1 0656 $ 5798 $ (5622)
37
STANDARD BANCSHARES INC AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (in thousands except share data)
Note 1 5 - Income Taxes (Continued)
The net deferred tax asset included at December 31 2014 and 2013 consists of the following
2014 201 3 Gross deferred tax assets
Allowance for loan losses $19212 $23305 Other real estate owned 2866 49 1 6 Non-accrual loan interest 4064 3 991 State net operating loss 1 835 2358 Accrued compensation 1 938 1 471 Depreciation 1 387 1 412 FNMA amp FHLMC preferred stock 1 270 1 270 Other assets 271 434
Total gross deferred tax assets $32843 $39 157
Gross deferred tax liabilities Purchase accounting adjustments $ 1 069 $ 1 282 Mortgage servicing rights 946 1 060 Unrealized gainloss on AFS securities 1 1 9 692 Other liabilities 1 306 1 31
Total gross deferred tax liabilities $ 3440 $ 3 165
Net deferred tax asset $29403 $35992
At December 31 2014 the Company has $33929 of Illinois net operating loss carryforwards expiring in 2025 and $2330 Indiana net operating Joss expiring in 2025 and 2026 which will be available to reduce future taxable income
The Company does not expect the total amount of unrecognized tax benefrts to significantly change in the next twelve months The Company recognized no interest andor penalties related to tax matters in tax expense
The Company and its subsidiaries are subject to US federal income tax as well as income tax of the state of Illinois and Indiana The Company is no longer subject to examination by taxing authorities for years before 201 0
3 8
STAN DARD BANCSHARES INC AND SUBSIDIARIES
NOTES TO CONSOLI DATED FI NANCIAL STATEMENTS (in thousands except share data)
Note 1 6 - Contingent Liabilities and Commitments
The Company does not reflect in its financial statements various commitments and contingent liabilities which arise in the normal course of business and which involve elements of credit risk interest rate risk and liquidity risk These commitments and contingent liabilities are commitments to extend credit commercial letters of credit and standby letters of credit A summary of the Banks commitments and contingent liabilities at December 31 is as follows
Commitments to extend credit under Unused commercial and other lines of credit Unused equity lines of credit Standby letters of credit
2014 201 3
$262907 46 125 42041
$234893 52905 40284
Commitments to extend credit commercial letters of credit and standby letters of credit a l l include exposure to some credit loss in the event of nonperformance of the customer The Banks credit policies and procedures for credit commitments and financial guarantees are the same as those for extension of credit that are recorded on the consolidated balance sheet Because these instruments have fixed maturity dates and because many of them expire without being drawn upon they do not generally present any significant liquidity risk to the Bank The Bank has not incurred any significant losses on its commitments in either 2014 201 3 or 2012
The Bank is party to litigation and claims arising in the normal course of business Management after consultation with legal counsel believes that the liabilities if any arising from such litigation and claims will not be material to the Companys consolidated financial position
Note 1 7 - Derivatives
D erivative contracts entered into by the Company are limited to those that are treated as non-designated derivative instruments The Company provides customers with interest rate swap transactions and offsets the transactions with interest rate swap transactions with inter-bank dealer counterparties as a means of offering risk management solutions to customers As ofDecember 3 1 2014 there were $6006 outstanding in notional values of swaps where the Company pays a variable rate of interest and the customer pays a fixed rate of interest This position is offset with counterparty contracts where the Company pays a fixed rate of interest and receives a floating rate of interest The estimated fair value of interest rate swaps was recorded as an asset of $207 and as a liability of $214 as of December 31 2014 Swaps with customers and inter-bank dealer counterparties are carried at fair value with adjustments recorded in other income The net effect of fai r value adjustments running through the income statement was immaterial during the year ended December 31 2014 There were no interest rate swap derivatives as of December 3 1 2013
3 9
STANDARD BANCSHARES I NC AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (in thousands except share data)
Note 1 8 - Financial I nstruments Fair Value Disclosure
The fair value measurement accounting Hterature establishes a fair value hierarchy which requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value The standard describes three levels of inputs that may be used to measure fair value
1 Level 1 - Unadjusted quoted mariltet prices in active markets that are accessible at the measurement date for identical unrestricted assets
2 Level 2 - Significant other observable inputs other than Level 1 prices such as quoted market prices for similar assets and liabilities quoted prices in markets that are not active or other inputs that a re observable or can be corroborated by observable market data
3 Level 3 - Signlficant unobservable inputs that reflect a reporting entitys own assumptions about the assumptions that mariltet participants would use in pricing an asset o r liability
A financial instruments level within the fair value hierarchy is based on the lowest level of input that is significant to the fair value measurement
Fair values of assets measured on a recurring basis at December 3 1 2014 and 2013 are as follows
De ce mbe r31 2014 Financial Assets
Securities available-for-sale US government sponsored entities and agencies Mortgage-backed securities - residential Equity securities
Total securities available-for-sale
Derivatives
Financial Liabilities
Derivatives
De ce mbe r 31 2013 Financial Assets Securities available-for-sale
US government sponsored entities and agencies Mortgage-backed secu rities - residential Equity securities
Total securities available-for-sale
Fair Value
$1 46307 3668 4 41 9
$1 54 394
$ 207
$ 214
$ 1 24431 1 2203
2 954 $ 1 39 588
Fair Value Measurements Usin1 Quoted Significant P rices Other
in Active Observable Markets Inputs (Level 1 ) (Level 2)
$
392 $ 392
$ -
$ -
$
$1 46307 3668 4 027
$1 54 002
$ 207
$ 2 1 4
$ 1 24431 12203 1 984
$1 38 61 8
Significant Unobservable
Inputs (Level 3)
$
$
$
$
$
$
As of December 31 2014 and 2013 there were no transfers between levels
40
STANDARD BANCSHARES I NC AND SUBSI DIARIES
NOTES TO CONSOLI DATED FI NANCIAL STATEMENTS (in thousands except share data)
Note 1 8 - Financial I nstruments Fair Value Disclosure (Continued)
The fair values of marketable equity securities available-for-sale are generally determined by quoted market prices in active markets for each specific security (Level 1 measurement inputs) If Level 1 measurement inputs are not available for a marketable equity security the fair value is determined by the quoted market price of a similar security traded in an active market (Level 2 measurement inputs)
The fair values of debt securities available-for-sale are generally determined by matrix pricing which is a mathematical technique widely used in the industry to value debt securities without relying exclusively on quoted market prices for the specific securities b ut rather by relying on the securities relationship to other benchmark quoted securities (Level 2 measurement inputs)
Derivative s
The fair value of derivatives are based o n valuation models using observable market data a s of the measurement date (Level 2) Our derivatives are traded in an over-the-counter market where quoted market prices are not always available Therefore the fair values of derivatives are detenmined using quantitative models that utilized multiple market inputs The inputs will vary based on type of derivative but could include interest rates prices and indices to generate continuous yield or pricing curves prepayment rates and volatility factors to value the position The majority of market inputs are actively quoted and can be validated through external sources including brokers market transactions and thirdshyparty pricing services
Fair values of assets measured on a nonrecurring basis are as follows
Oe ce mbe r31 2014 Other real estate owned net Impaired loans Loans held for sale Mortgage servicing rights
De ce mbe r 31 2013 Other real estate owned net Impaired loans Loans held for sale Mortgage servicing rights
Fair Value
$ 1 6233 41 895
8274 2435
$12 930 54 1 62
5408 2726
Fair Value Measurements Using Quoted Significant Prices Other
in Active Observable Markets Inputs (Level 1 ) (Level 2)
$ $
8274
$ - $
5408
Significant Unobservable
Inputs (Level 3)
$ 1 6233 41 895
2435
$1 2930 541 62
2726
Other real estate owned are initially recorded at fair value less costs to sell when acquired and are subsequently measured at the lower of cost or fair value less estimated costs to sell Fair values are based on third party appraisals of the property or internal valuations on smaller properties using comparable market data and various external resources resulting in a level 3 classification When the carrying value exceeds the fair value less costs to sell an impairment loss is recognized
The fair value of impaired loans secured by real estate with specific allocations of the allowance for loan --------- 1osses-is-generally-based-on--recent-real-estate-appraisals-or-internal-valuations-on-smaller-prnperties--shy
using comparable market data and various external resources These appraisals may utilize a single
41
STANDARD BANCSHARES INC AND SUBSI DIARIES
NOTES TO CONSOLI DATED FI NANCIAL STATEMENTS (in thousands except share data)
Note 1 8 - Financial Instruments Fair Value Disclosure (Continued)
valuation approach or a combination of approaches including comparable sales and the income approach resulting in a level 3 classification
Loans held for sale are carried at the lower of cost or fair value which is evaluated on a pool-level basis The fair value of loans held for sale is determined using quoted prices for similar assets adjusted for specific attributes of that loan or other observable market data such as outstanding commitments from third party investors resulting in a level 2 classification
The Company records its mortgage servicing rights at fair value and includes them in other assets in the Consolidated Balance Sheets Mortgage servicing rights do not trade in an active market with readily observable prices Fair value is based on market process for comparable mortgage servicing contracts when available or alternatively is based on a valuation model that calculates the present value of estimated future net servicing income Key economic assumptions used in measuring fair value of mortgage servicing rights at December 31 2014 included prepayment speeds maturities and discount rates While market based data is used to determine the assumptions the Company incorporates its own estimates of the assumptions market participants would use in determining the fair value of mortgage servicing rights which results in a level 3 classification
De cembe r 31 2014 Assets Cash and cash equivalents Securities held-to-maturity Securities available-for-sale Loans - net Loans held for sale Federal Home Loan Bank stock at cost Accrued interest receivable Derivatives
Liabilities
Deposits Federal Home Loan Bank advances Accrued interest payable Derivatives
De ce mbe r 31 2013 Assets
Cash and cash equivalents Securities held-to-maturity Securities available-for-sale Loans - net Loans held for sale Federal Home Loan Bank stock at cost Accrued interest receivable
Liabi lities Deposits Accrued interest payable
42
Carrying Value
$ 1 99476 3888
1 54394 1 744331
8274 3247 59 1 9
207
$ 1 993572 1 5000
265 214
$ 234 1 83 1 762
1 39588 1 61 9995
5408 3 143 5 576
$1 91 9 1 05 286
Fair Value
$ 1 99476 3 564
1 54394 1 798279
8274 3247 591 9
207
$1 992796 1 4984
265 214
$ 234 1 83 1 41 5
1 39588 1 679668
5408 3 143 5576
$ 1 920335 286
STANDARD BANCSHARES I NC AND SUBSI DIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (in thousands except share data)
Note 1 8 - Financial I nstruments Fair Value Disclosure (Continued)
In estimating the fair value of certain assets and liabilities not previously presented the following assumptions were made
Cash and Cash Equivalents
The carrying amounts of cash and equivalents reported in the balance sheet approximate fair value
Securities
Estimated fair values of securities are based on one of three models 1 ) quoted market prices where available 2) quoted market prices for similar instruments if quoted market p rices are not available 3) unobservable data that represents the Banks assumptions about items that market participants would consider in determining the fair value where no market data is available
L oans
Fair values of loans excluding loans held for sale are estimated as follows For variable rate loans that re-price frequently and with no significant change in credit risk fair values are based on carrying values Fair values for other loans are estimated using discounted cash flow analyses using interest rates currently being offered for loans with similar terms to borrowers of similar credit quality to calculate the present value of future contractual principal and interest cash flows and discounting them back to the present using a discount rate Impaired loans are valued at the lower of cost or fair value as described previously The methods utilized to estimate the fair value of loans do not necessarily represent an exit price
The fair value of loans held for sale is estimated based upon binding contracts and quotes from third party investors
Federal Home Loan Bank (FHLB) Stock
The carrying amounts reported in the balance sheet approximate fair value
Accrued Interest Receivable I Payable
The carrying amounts reported in the balance sheet approximate fair value
Deposits
The fair values disclosed for demand deposits (eg interest and non-interest checking passbook savings and certain types of money market accounts) are by definition equal to the amount payable on demand at the reporting date (ie their carrying amount) The carrying amounts of variable rate fixed-term money market accounts and certificates of deposit approximate their fair values at the reporting Fair values for fixed rate certificates of deposit are estimated using a discounted cash flows calculation that applies interest rates currently being offered on certificates to a schedule of aggregated expected monthly maturities on time deposits
Federal Home Loan Bank Advances
The fair value of Federal Home Loan Bank advances is estimated using discounted cash flow analyses --------based-on-the-currentborrowing-rate-of-similartypes-of-advances
43
STANDARD BANCSHARES I NC AND SUBSIDIARI ES
NOTES TO CONSOLI DATED FINANCIAL STATEMENTS (in thousands except share data)
Note 1 8 - Financial I nstruments Fair Value Disclosure (Continued)
Off-balance sh eet in strum ents
Fair asset andor liability value of off-balance sheet financial instruments as described in Note 1 6 may be estimated by applying fees currently charged for comparable commitments Based upon the qual ity of these commitments and their demand in the financial market it has been assumed that there is no material difference in the estimated fair value
Note 1 9 - TARP Capital Purchase Program
On April 24 2009 the Company entered into a Letter Agreement with the United States Department of Treasury (the Treasury) pursuant to which the Company sold to the Treasury 6000 shares of the Companys Fixed Rate Cumulative Perpetual P referred Stock Series A for $60 million and a warrant to acquire $3 million of Fixed Rate Cumulative Perpetual P referred Stock Series B for a nominal exercise price Immediately upon consummation of the closing the Treasury exercised the warrant and acquired the Series B Preferred Stock The Preferred Stock Series A qualified as Tier 1 capital and paid cumulative dividends q uarterly at a rate of 5 per annum The P referred Stock Series B qualified as Tier 1 capital and paid cumulative dividends quarterly at a rate of 9 per annum The difference between the initial carrying value that was allocated to the Series B Preferred Stock and its redemption value of $3 million will be charged to retained earnings (with a corresponding increase in the carrying value of the Series B Preferred Stock) over the first five years of the contract as an adjustment to the dividend yield using the level yield method During 201 1 the Company elected to suspend dividend payments For the year ended December 31 2012 total dividends of $3462 had been declared but not paid On February 22 201 3 1 3548387 of common shares were issued to the US Treasury in exchange for the $60 million and $3 million of Fixed Rate Cumulative Preferred Stock Series A and Series B respectively The Treasury subsequently sold those shares to institutional investors at $465 per share In addition the Company paid $6 million of dividends to the Treasury which included 1 00 of past due dividends and dividends due through February 22 2013
Note 20 - Regulatory Matters
The Companys primary source of cash is dividends received from its subsidiary bank The subsidiary bank is subject to certain restrictions on the amount of dividends that it may declare without prior regulatory approva L In addition the dividends declared cannot be in excess of the amount which would cause the subsidiary bank to fall below the minimum required for capital adequacy purposes
Banks and bank holding companies are subject to regulatory capital requirements administered by federal banking agencies Capital adequacy guidelines and additionally for banks prompt corrective action regulations involve quantitative measures of assets liabilities and certain off-balance-sheet items calculated under reg ulatory accounting practices Capital amounts and classifications are also subject to qualitative judgments by regulators Failure to meet capital requirements can initiate regulatory action Management believes as of December 3 1 2014 the Company and Bank meet al l capital adequacy requirements to which they are subject
Prompt corrective action regulations provide five classifications well capitalized adequately capitalized undercapitalized significantly u ndercapitalized and critically undercapitaized although these terms are not used to represent overall financial condition If adequately capitalized regu latory approval is required to accept brokered deposits If undercapitalized capital distributions are limited as is asset growth and expansion and capital restoration p lans are required At year-end 201 4 and 2013 the most recent reg ulatory notifications categorized the Bank as well capitalized under the regulatory framework for prompt corrective action There are no conditions or events since that notification that management believes have changed the institutions category
44
STAN DARD BANCSHARES I NC AND SUBSI DIARI ES
NOTES TO CONSOLIDATED FI NANCIAL STATEMENTS (in thousands except share data)
Note 20 - Regulatory Matters (Continued)
The Banks actual and required capital amounts and ratios are as follows
To Be Well Capitalized U nder
For Capital Prompt Corrective Actual Adeguac[ Puqoses Action Provisions
Amount Ratio Amount Ratio Amount Ratio As of December 31 2014 Total Capital
(to risk-based assets) Company $271 785 143 $ 152226 80 NA NA Bank 269993 1 42 1 52229 80 $1 90286 1 00
Tier I Capital (to risk-based assets) Company 247887 1 30 76 1 1 3 40 NA NA Bank 246093 129 761 14 40 1 14 171 60
Tier I Capital (to average assets) Company 247887 1 08 92 1 26 240 NA NA Bank 246 093 1 07 92 1 09 240 1 1 5 1 36 2 5 0
As of December 31 2013 Total Capital
(to risk-based assets) Company $246213 1 38 $142344 280 NA NA Bank 244607 1 38 1 42 170 280 $ 1 77713 2100
Tier I Capital (to risk-based assets) Company 223444 126 71 1 72 240 NA NIA Bank 221 838 1 25 71 085 240 1 06628 2 60
Tier I Capital (to average assets) Company 223444 1 03 86430 240 NIA NA Bank 221 838 1 03 86450 240 1 08 063 2 50
45
STANDARD BANCSHARES INC AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (in thousands except share data)
Note 21 - Capital Management
The overall objectives of the Companys capital management are to have the availability of sufficient capital to support loan deposit and other asset and liability g rowth and to maintain capital to absorb unforeseen losses or write-downs that are inherent in the business risk associated within the banking industry The Company seeks to balance the need for higher capital levels to address growth and unforeseen risks and the goal to achieve an adequate return on capital invested
In July 201 3 the federal banking agencies issued a final rule revising the regulatory capital rules applicable to most national banks and federal savings associations as well as their holding companies generally beginning on January 1 201 5 The rule implements the Basel Committees December 201 O framework known as Basel I l l for strengthening the international capital standards as wel l as certain p rovisions of the Dodd-Frank Act The final ru le implements a revised definition of regu latory capita l a new common equity Tier 1 minimum capital requirement of 450 and a higher minimum Tier 1 capital requirement of 600 (which is an increase from 400) Under the final rule the total capital ratio remains at 800 and the minimum leverage ratio is 400
Additionally under the final rule in order to avoid l imitations on capital distributions including dividend payments and certain discretionary bonus payments to executive officers a banking organization must hold a 25 capital conservation buffer composed of common equity Tier 1 capital above its minimum risk-based capital requirements The b uffer is measured relative to risk-weighted assets The final rule also enhances risk sensitivity and addresses weaknesses identified by the regulators over recent years with the measure of risk-weighted assets
The new minimum capital requirements will b e effective for the Company on January 1 201 5 whereas the capital conservation buffer and the deductions from common equity Tier 1 capital phase in over time beginning on January 1 201 6
Capital Raise
On February 22 201 3 Standard Bancshares Inc completed its recapitalization by issuing 29864795 shares of common stock at $465 per share for gross proceeds of $ 1 389 million 1 3 548387 of the common shares were issued to the US Treasury (the Treasury) in exchange for the $63 million of Fixed Rate Cumulative Preferred Shares Series A and B The Treasury subsequently sold those shares to I nstitutional Investors at $465 per share An additional 16 316408 of common shares were issued to Institutional Investors and private investors Of the aggregate 29864795 common shares issued 1 9430750 are voting shares and 1 0434045 are mm-voting shares
In conjunction with the recapitalization the Articles of Incorporation of the Company were amended to authorize 20000000 shares of preferred stock at $001 par value No preferred stock has been issued as of December 31 2014
Sto ck Settled Rights (SSRs)
On February 22 201 3 in connection with the recapitalization of the Company the Board of Directors distributed as a dividend in kind 7293407 Stock Settled Rights (SSRs) to the holders of the Common Stock as of the Record Date (November 5 2012) The number of SSRs issued is equal to the product of (i) 03888 and (ii) 18757921 the number Common Shares outstanding as of the Record Date The estimated fair value of the SSRs completed by an independent third party as of September 30 2014 and February 22 201 3 was determined to be approximately $026 per SSR or $1 880 and approximately $021 per SSR or $1 532 respectively Expense recorded related to the SSRs was $1 880 in 2014 No expense was recorded in 201 3
46
STANDARD BANCSHARES INC AND SUBSI DIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (in thousands except share data)
Note 21 - Capital Management (Continued)
Stock Settled Rights (SSRs) (Continued)
The SSRs are structured as common stock dividends to be paid to certain common shareholders of the Company under specific conditions The amount of common stock to be distributed is determined by a formula that considers among other things the value of the outstanding common stock at the Settlement Date Settlement Date is defined as the earlier of (i) the date a liquidity event (an I POrecapitalization or a sale of control) occurs during the term of the SSRs and (ii) the SSR Expiration Date (February 22 201 8) The SSRs will be exercised based on the value of the common shares at that time subject to the Settlement Rate formula
The Accretion Rate is a component of the Settlement Rate It is either an middotannual rate of 80 or 120 with the value determined by the cum ulative economic losses that occur in the loan portfolio from June 30 201 1 to the time the SSRs are settled
On the Settlement Date the Company shall determine the number of shares of Common Stock issuable upon the settlement of an SSR The Settlement Rate shall be calculated based on a formula that considers among other factors the value per share of the common stock on a fully diluted basis reduced by the accretion rate with that number divided by the value per share of common stock on a fully diluted basis
If the Settlement Rate is greater than zero the Company shall issue and deliver to each of the SSR Holders a number of shares of Common Stock equal to the product of (i) the Settlement Rate multiplied by (ii) the number of SSRs held by such H older as reflected in the SSR register as of the close of business on the last Business Day prior to such Settlement Date
In connection with the occurrence of a Liquidity Event on or prior to the Expiration Date the Board of Directors may at its option and in its sole discretion order the redemption and the Company may redeem the SSRs in whole or in part at the redemption price per SSR based on a formula that considers the price per share of Common Stock at which the Company is valued on a fully diluted basis in connection with such Liquidity Event as determined in good faith by the Independent Committee plus a l l cash dividends paid oil the common stock from the date of issuance of the SSRs less $465 accreting on a daily basis at the Accretion Rate
The Company hired an independent third party firm to value the SSRs The following variables were taken into consideration when deriving a value for the SS Rs
1 ) The probability of a liquidity event (sale of control or PO) during the term of the SS Rs 2) The Accretion Rate assigned to the Settlement Rate of the SSRs 3) The estimated value of the Companys common stock at the earlier of a) a liquidity event or b)
the SSR Expiration Date (February 22 201 8) 4) The type of liquidity event that might occur 5) Future value parameters including a) tangible common book value b) earnings and c) market
conditions
The valuation of the common shares at the Settlement Date will depend on the Companys financial condition and the market pricing of financial institution stock both on a stand-alone basis and on a sale of control basis at that time
47
STANDARD BANCSHARES I NC AND SUBSIDIARI ES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (in thousands except share data)
Note 22 - Condensed Financial Statements
The Company was incorporated in I l linois on February 23 1 982 The Company accounts for its investment in subsidiaries under the equity method Under this method the investment is recorded at cost adjusted for the subsidiaries undistributed net income (loss) Presented below are the condensed financial statements of Standard Bancshares I nc (Parent Company Only)
Assets Cash Investment in subsidiaries Other assets
Total assets
CONDENSED BALANCE SH EETS DECEMBER 31 2014 AND 2013
Liabilities and shareholders equity Other liabilities Total stockholders equity
Total liabilities amp stockholders equity
2014 $ 4 163
264242 328
$268733
$ 2685 266048
$268733
CON DENSED STATEMENTS O F I N COME YEARS ENDED D ECEMBER 31 201 4 201 3 AND 201 2
2014 I ncome
Other income $
Expenses 2909 Loss before income taxes and equity in undistributed
earnings of subsidiaries (2909) Income tax benefit 88
Loss before equity in undistributed earnings of subsidiaries (2821)
Equity in undistributed earnings (loss) of subsidiaries 1 7 1 1 5
Net income (loss) 1 4294 Preferred dividends and discount accretion on preferred shares
Net income (loss) applicable to common shareholders $1 4294
48
201 3 $ 2 1 95
248 090 1 944
$252229
$ 322 251 907
$252229
201 3 201 2
$ $ 1
1 747 8539
(1 747) (8538) 291 1 0 1 7
(1 456) (7521) 9 629 (23241) 8 173 (30762) 1 1 24 4090
$ 7049 $(34852)
STAN DARD BANCSHARES INC AND SUBSIDIARIES
NOTES TO CONSOLIDATED FI NANCIAL STATEMENTS (in thousands except share data)
Note 22 - Condensed Financial Statements (Continued)
CONDENSE D STATEMENTS OF CASH FLOWS YEARS ENDED DECEMBER 31 2014 201 3 AND 201 2
Cash flows from operating activities Net income (loss)
Adjustments Equity in undistributed net (income) loss of subsidiaries Amortization Stock based compensation expense ( Increase) decrease in other assets Increase (decrease) in other liabilities
Net cash provided by (used in) operating activities Cash flows from financing activities
Issuance of common stock net of issuance costs Capital contribution to Standard Bank Repayment of note payable Cash Dividends
N et cash provided by financing activities
Net increase (decrease) in cash
Cash - beginning of year
Cash - end of year middot
Supplemental schedule of non-cash financing activities Change in par value on common stock Exchange of preferred stock to common stock
49
2014
$ 1 4294
( 17 1 1 5) 28
782 1 616 2363 1 968
1 968
2 1 95
$ 4 163
$ $
201 3
$ 8 1 73
(9629) 29
441 1 872
(4273) (3387)
68598 (41 500) ( 16 1 00)
(6026) 4972
1 585
6 1 0
$ 2 1 95
$ 4277 $63000
201 2
$(30762)
23241 6 1 67
( 1908) 2 043
( 1 2 1 9)
( 1 2 1 9)
1 829
$ 6 1 0
$ $
FORM FR Y-6
STANDARD BANCSHARES INC
Hickory Hills Illinois Year Ending Dccember31 2014
REPORT ITEM
1 The BHC Is not registered with the SEC Coples of the Annual Report Nil be sent undersepirate cover when completed
2a Organization Chart fo Standard BallCShares Inc
I THE BOULEVARD INC
SL John Indiana 100
JnCQrporated in Indiana
2b Branch Verification
STANDARD BANCSHARES INC Hickory Hills Illinois Jncorporateltl In Illinois
STANDARD BANKAND TRUST COMPANY Hickory Hills llllnois
Incorporated In lllnols 100
I STANDARD REDEVELOPMENT INC
Hickory Hills Illinois 100
Incorporated in Illinois
(Not subject to Y-10 reporting ) Code 91 CE - Liquidation Of debts previously contracted
The branch and lax-kl flStings were emailed to branch revieW on 223115
3 (1) As ofyear-end
Name and Address
Trident SBI Holdings lP Greeffilidl CT
Robert E Gallagher Sr Trust John D Gallagher Trustee Palos Heights IL
The Gallagher Standard Bancshares TR Timolhy J GaJagheuror Trustee Hickory Hitls IL
Pantheon Standard LP San Francisco CA
CohesVe Capital Parners LP New York NY W Capital Partners II LP NewYork NY
Couritrlt of Citizenship or lncorooratlon Number and Percentage Of Voting Serurtties
USA 5662194- 1483
USA 5516086 - 1444
USA 4382666 - 1 t47
USA 3762128-985
USA 2 150537 - S63
USA 2 150537 - 563
Note llle shares in the Robert E Gallagher Sr Tr are voted on by John D Gallagher Director of Standard Bank Tue shares Jn the Gallager Standard Bancshares Tr are voted on by Timolhy J Gallagher Director of Standard Bank
3 (2) OtherSharehofors oat listed in Section 3 (1) above that held more than 5 during the year
None
Resuhs A Ilse of branches forvour holdln1 company STANDARD 8ANCSHARES INC (1245590) or HICKORY HILLS IL
The d1ta are n of 12312014 Data re II Kb information tlat wu received aod processed throuah 01072015
Rconcill1Uon and Vc1Uon St I DI 1 In the DIH Action column of each br111Ch row enter one or mort of the actioru specified below
2 If required enter the date In the Ettcttve Olte column
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Chi nee If the bndl Information Is Incorrect Of Incomplete revt the data enter Chance In the Dita Action column ind the d11te when this infOfmation first became v1lid In the Effective Ote column
am If a bnch listed was sold or clowd enterOose In tht Dita Action column and the s1e or dosured11te In the EtfectW Olte colurm
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If prntln1 this list you m1y need to adjust your page Utup In MS E11ce1 Try using landscape orientation page sollria andor legal sized paper
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Thbull FR Y-10 report may be submitted 1n a hardcopy format or 11ia the FR Ymiddot10 OnH11e application middot httpsylOonllnefederalrerve1ov
bull FDtC UNINUM Office Number and ID_RSSO co1unvu ara for reference only Verification of these values is not required
- - 8nch Suvlce Type Branch 10 RSSO ia- terNeme Street Address City
ok FuUServltefHud Officel 19730 STAN OARD BANK ANO TRUST COMPANY 7800 WEST 9STH STREET HICKORY HILLS
ok Full Service 3202168 BOLINGBROOK BRANCH 282 NORTH WEBER ROAD BOLINGBROOK
ok Limited Strvce 4126065 CALUMET CITY 1968 SIBLEY BOULEVARD CALUMET CITY
FullSetvke 3309928 CLARK STREET 8RANOi 3747 NORnt CLARK STREET atlCAGO
ok FullServiett 474339 EWING BRANOf 10635 SOUTH EWING AVENUE CHICAGO
ok Full Servtce 2079925 HEGWISCH BRANCH 13336 SOUTH BALTIMORE AVENUE CHICAGO
ok limited Se-rvke 20817)5 SOUnt DERRING FACILITY 10535 SOVTH TORRENCE AVENUE CHICAGO
Full Service 4099271 THOREK BRANOi 836 WEST IRVING PARK ROAD OUCAGO
ok Full Service 2121280 COAL CITY BRANot 20 SOUTH KANKAKEE COAlCITY
full Service 2809038 EVERGREEN PARK BRANCH 2400 WEST 95TH STREET EVUtGREEN PARK
ok Full Service 3188909 FRANKFORT BRANCH 19997 LA GRANGE ROAD FRANKFORT
Full5etvice 810436 CiARONERBRANCJ1 118 DEPOT STREET GARDNER
ok FultSrvlct 3188897 JOLIET ampRANCJ1 2398 ESSINGTON ROAO JOLIET
Full Service 3439553 LOClCPORT BRANCH 16545 WEST 159TH STREET LOCKPORT
ok Full Service 290931 LYONSlST AVENUE BRANCH 8601 OGDEN AVENUE LYONS
ok Full Service 3671504 MINOOKA BRANCH 515 WESTUS ROUTE 6 MINOOKA
ok LlmltcServfce 2111338 MOAAIS LISBON BRANCH 1433 USBON STREET MORRIS
ok Full Servkt 2809010 MORRIS ROUTE 6 BRANCH 1111 WEST US ROUTpound 6 MORRIS
Ful1 Servlct 2809047 NAPERVILLE BRANCH 1607 NORTH AURORA ROAD NAPERVILLE
ok full 5ervfce 2809056 NEW LENOX BRANCH 456 NELSON ROAD NEW LENOX
Full sMce 2103129 OAK FOREST BRANOf 15901 SOUTH CENTRAL AVENUE OAX FOREST
ok Full SeMct 3490255 OAK LAWN lllTH BRANOf 4700 WEST 111TH STREET OAK LAWN
ok Full Sfrvlce 2096717 OAK LAWN 95TH BRANCH 4001 WEST 95TH STREET OAK LAWN
ok Full Service 2295538 ORLAND PARK BRANCH lSCXJO SOUTH WOLF ROAD ORLAND PARt
State VpCode
IL 60457
IL 60440
IL 60409
IL E06H
IL 00617
IL 0063
IL 00617
IL 60613
IL 60416
IL 60805
IL 6042
IL 60424
IL 60435
IL 60441
IL 60534
I L 60447
IL 60450
IL 60450
IL 60563
IL 60451
IL 60452
IL 60453
IL 60453
IL 60467
County CawN FDICUNINUM Offb Numberbull Haad otfice Head Office 10 RSSD Comments
COOK UNITEO STATES 10748 0 STANOARO BANK ANO TRUST COMPANY 19730
Will UN ITED STATES 419532 34 STANDARD BANK ANO TRUST COMPANY 19730
COOK UNITED STATES 510611 44 STANDARD BANK AND TRUST COMPANY 19730
COOK UNITpound0 STATES 429662 35 STANDARD BANK ANO TRUST COMPANY 19730
COOK UNITED STATES 12089 18 STANDARD BANK AND TRUST COMPANY 73ltgt
COOK UNITED STATES 244100 20 STANDARD BANK ANO TRUST COMPANY 19730
COOK UNITED STATES 244099 19 STANDARD BANK ANO TRUST COMPANY 19730
COOK UNITED STATpoundS 510612 4S STANDARD BANKANDTRUSTCOMPANV 1973ltgt
GRUNDY UNITED STATES 263852 17 STANDARD SANK AND TRUST COMPANY 730
COOK UNITED STATES 13875 4 STAN OARD BANK AND TRUST COMPANY 19730
Will UNITED STATES 357237 15 STAN OARD BANK AND TRUST COMPANY 19730
GRUNDY UNITED STATES 7234 1 STAN DARO BANK ANO TRUST COMPANY 19730
Will UNITED STATES 238ASA 13 STANDARD BANK ANO TRUST COMPANY 19730
Will UNlTEO STATES 450324 38 STAN OARD BANK AND TRUST COMPANY 19730
COOK UNITED STATES 10912 22 STANDARD BANK ANO TRUST COMPANY 19730
GRUNDY UNITED STATES 465426 42 STANDARD BANK AND TRUST COMPANY 1973ltgt
GRUNDY UNITED STATES 266774 16 STANDARD BANK ANO TRUST COMPANY 1730
GRUNDY UNITED STATES 2243S6 10 STANDARD BANK AND TRUST COMPANY 19730
OU PAGE UNITED STATES 238451 6 STANDARD BANK ANO TRUST COMPANY 19730
Will UNITED STATpoundS 238452 11 STAN OARD BANK ANO TRUST COMPANY 19730
COOK UNTED STATES 244101 21 STANDARD BANK AND TRUST COMPANY 19730
COOK UNITED STATES 441863 36 STANDARD BANK AND TRUST COMPANY 19730
COOK UNITED STATES 238447 1 STANDARD BANK AND TRUST COMPANY 19730
COOK UNITED STATES 238450 5 STANDARD BANt AND TRUST COMPANY 19730
ok Fullrvke 2100379 PALOS 11HH BfANOl 11901 SOUTHWEST HIGHWAY PALOSPARIC ll 00464 COOK UNITED STATES 238448 2 STAN DARO BANK AND TRUST COMPANY 19730
ok rulSltVice 2427544 PALOS lllST BRANCH 9700WEST lllST STREET PALOS PARK ll 00464 COOK UNlTEOSTATES 238449 3 STAN DARO BANK AND TRUST COMPANY 19730
ot llmtedSrvke 3490273 NORTH RIVERSIDE BRANCH BJSOWEST CERMAK ROAD RlvtRSlDE ll COOK UNITED STATES 441864 37 STANDARD BANK AND TRUST COMPANY 19730
ot FuLServke 3202171 SHOREWOOD BRANOl 970 BROOK FOREST AVENUE SHOREWOOD It - t UNITED STATES 419531 33 STANDARD BANICANDTRUSTCOMPANY 19730
ok FulSrvlee 3188918 VILLA PARK BfWIOi 1 WESrRoostVrlTROAD VlltAPARIC It 50181 OUPAGE UNITED STATES 238455 14 STANDARDBANKANDTRUSTCOMPANY 19730
ok FulSrvke WllMINGTON BRANCH lOOSSOUTH WATER STREET WILMINGTON It 004 lt UNITED STATES 238453 12 STANDARD BANK AND TRUST COMPANY 19730
ok Fulfrvk 3197031 CHESTERTON BRANCH middot 755 JNDIAN BOUNDARY ROAD OIESTERTON IN PORTER UNITEDSTAlES 275664 32 STANDARD BANK AND TRUST COMPANY 19730
ok ruUrvic 2161D17 EASTCHCAGO BRANCH 4518 lNOANAPOUS BOULEVARD EAST CHICAGO IN 46312 lAKE UNITEDSTAlES 29 STANDARDSANKANDTRUSTCOMPANY 19730
ok Fulrvk 4913n HAMMOND BRANCH 1007 CALUMET AVENUE HAMMOND IN 46324 AKE UNITEDSTAlES 42227 30 STANDARD BANK AND TRUST COMPANY 19730
Fulrvlc 2161D3S HIGHtAND BRANCH 2930 RIDGE ROAD HIGHLAND IN 46322 UNITEOSTAlES 275659 27 STANDARD BANK AND lRUST COMP AN I 19730
ot Futtsrvke 2161044 LOWHl BRANCH 2090 EAST COMMERICALAVENUE LOWELL IN 463Sfgt21r AKE ONITEDSTAlES 275661 28 STANDARD BANK ANDTRUSTCOMPANI 19730
ok Full Srvlce 3439562 MERRlllVlllE BRANCH 579WESTUNCOlN HIGHWAY MERRlllVlllE IN 46410 AKE ONlEO STATES 450325 39 STANDARD BANK AND TRUST COMPANI 19730
ok Full Srvice 453712 SAINT JOHN BRANCH 9321 WICKER AVENUE SAINT JOHN IN 46373middot00 AKE ONtlEDSTATES 42414 26 STANDARD BANK AND rnusr COMPANY 19730
middot
Report ttem 4 Directors and Office (1) Name amp Address
J-Ohn R Barber New York NY
Christopher Doody Ne-vYork NY
1pound1 Pnncipal Occupation [rtmiddotrmiddotwittl BHC
Mariaging Partner eohesiVe ea pita I
Princlpal Storm Point Capital
(3) (bull) TrtiePosition with BHC Diredor
Director
FORM FR Y-9
STANDARD BANCSHARES INC Fiscal YearEnding Decttmber3112014
(3) lb) ltlePosition wffi1 Subsidiaries
NIA
NIA
(3) (c TrtlePosltlon wttn otherbuslne$es
Managtng Partner Cohesive Capital
Principal Stone Point Ciipitit
bull Stone Point ls the manager of the TriOOnt funds which are investment entities that own 25 or morn of the outstanding voting seairities orinlerests in various companles Mr Doody ls an ernployee and officer of Stone Point and is oo deemed to contror S1oria Point or the Trldent Funds He is not a principal securities holder of Stone Point or the Trident Funds The invstmenl committees of the Trident Funds are responsible for voting the shares or such companies and Mr Doody is not a member of the investment committees of the Trident Fonds A sctiedule of such companies in which U1e Trident funds hnve invested is available upon request
John o Gallagher Ortand Park IL
Managing Genera[ Partner OfdlarU Hill Bldg Co
Director Dior-standarU Bank
Managin9 GenerBi Partner Orchard HlllmiddotB1dg Co President Ordiard Hm Building Co Inc
Managing Member Qnhard Hill Construction LLC
Managing Membelt Austin Construction Co bull LLC
Presdenl Bougton Development Co
President ennStructildeg Co lnc
Prestdenl middot Farmingdare Development eomiddot
middotana9in middotRa -middot middot fariTijngdre _Mittwo middot
Pldciit_ _ Fam1r9dale Utilify Co_
Managing Partner Frtz91erald Lad lnvestment Ptshp
(4) a) 1w of Voting Shares in BHC
563
middot1483
14450
(4)(o) (4) (b) Names of othfr companitts 4 of Voting (if 25 ormorl voting Shares in Subs securities a held
NIA
NIA
NIA
NIA
NIA
NIA
NIA
NIA
NIA
NIA
Dryden Cons1rudioo Co Inc 100
NIA
NIA
NIA
Frtzgerald Land Investment Plshp 25
(1) Name amp Mdlt=
John D Gallagher CJriand Pru IL
(2) Principal rbull _ BHC1
(3) (b) TdfePosition wiU1 SubsXfiarics
(J)(c TrtiePttSition wTUi other buslncssts
Trustee-Vote 100 Galla171ormiddot Henr)Tnisl
- Gallagher amp Henry Inc
Prumlaquo GaDaQhef Parloecs LP GB4 Jnc
Managing Partner Gl6mwod DevelopmElnt Co
Managmjl farlnelt Heruy Co Managmo Hermann Umd Investment Ptshp
Managing- Kolarlrugtd I lgthp Preltldeot Kokast -kimes Inc
PreSdenl Coo$trixtioo middotmiddot nc
- -MiAdams 400 Investment Ptshp
Msoagir(Q Partner Meifefl1 id lnpoundiiini _Pthp Managing Partner sr middotGod 1nVeslmoo Pbhp Managiog Partnef
-LampftPtshp TruSt6e
ThOGalfaghmiddotorSliujiini middot Trust
(4) (bull) of Voting Shares in BHC
(4) (b) of Voting Shares In SUbs
Names of other companies frf 25 degmom voting securiDes arn heJd NIA
NIA
NIA
NIA
NIA
NIA
NIA
Hennarm Lnnd Investment Ptshp 25
K6irland lovStrnerrlPiStip 25 NIA
NIA
NIA
Laod lNeStrnloi PlShp 25
df1li3 lfjJrlvtrpnt PWiP 25
Land l hp 25
e(Lao1fl PtShp 25_-xmiddotmiddot middot
standard tWesTrust 25 middot
(1) Name amp Address
Tnnothy J GsJlaghet Burr Ridge IL
(2) Principal Occupation [d other than with BHC)
(J) (a) TrltePosifion wtth BHC
(3)(b) TdiePosffion wittl Subskfcuies
OlaHrnan of the Board
(J) (c) TitlePosition with other businees
PreOOeot Brittany Glen Homeownoc l=gtc Suffield Woods Homeowner Assoc FanntngdaJe Viage Com Assoc fumlogdale Vdlage Com Assoc 2 Misty Meadoyenr Homeowner Assoc 1ltings1on Hills liomeOMler Assoc Gallagheramp Henrys Condos Goodiogs Grove Assoc Ganaghcr amp Heruys Goocfings Grove Umbretia Assoc Farmingdale Vil Cooos of Woodridge Homeowner Assoc Radc5ffe rtMe TOvlfflhomes Assoc
BNC OWnefs Assodatioo
Boughton Woodward Commenial Center LLC su-lgle MembeltUC- GB4 i5 member
Union Poirrte Investors Uc Sing1e MemberlLC- Union PcWe Oevclopmeot Co b member
Uoion POOte Buadlog Venture 1lLC Union 00rt lnvestorn LlC ts member Union Pofrrte Buikfing Venlilre 112 LLC Unton Point nveslor lLC is member
Union Pointe Boikfing Venture 3 LLC Union Poinl lnveslors UC is member
standgtnJ Bank -ALm1 Construction Co LlC
Pminlaquo Frtzyerald Lnnd Investment Pbttp
(lt)(bull) ofVotlng Shares in BHC
11520
(4) (b) ofVotiog Shares in Subs
NIA
Names of other companies (If 25 or l1XgtflJ voting securities aro held
NIA NIA NIA NIA NIA NIA NIA WA NIA NIA NIA
WA
NIA
WA
WA
NIA
NIA
WA
NIA
NIA
NIA
WA
WA
(1) =
Timothy J GJJbghctshyBorr Ridge IL
(2) Principal (if oUJef than wtth BHC)
3 (a) TitlePosition wilh BHC (3) 1c) Trtielosilion with other businesses ampcretuy amp Henry Inc
_ GieoMXgtd Developmeot Co
Partner Hermann Land Investment Pt5hp KOOr land Investment Ptstip
Secret3y Kolcast Homes loo
__ Koamp Construction Co Inc
Secrebgty Ordnrd Hin Buikfing Co Inc
Pa1nelt srrvb land 1ovestrnent Pshp -Smotelt Land Investment Ptshp Trustee- Vote 100 The Gollagher stmdafd
Trust
-- uruoo Pointe Development Co
lt4)(a) ofVotiog Shares in BHC
(4) (b) of Voting Shares In Sobs
tfamos of othcreomnk (lf25 ormoro vo6ng sccuritios arc held
NIA
NIA
NIA
Hennano Land Investment Ptshp 25
Kolar land Investment Pshp 25
NIA
NIA
NIA
Maas Land Investment Ptshp 25
McAdams Iand lnv=tmeni Plshp 25
Medema land lnvestme111 Ptshp 25
NIA
NIA
NIA
Slivka land Investment Plshp 25
SmoterUmd I Ptshp 25
Unkio Pointe Devdopmcot Co 25
(11 (21 Pl (a) 3 (b) 3) c) 4 (a) (4)b) Names of othelt com pan Name amp Adqross princi Occupation TJdcPositiorl TJHePositiorl TrticPosIDon of Voting of Voting [If 25 or mon voting
(if other than with Bl tc) wtth SHC with Subsidiaries with other businesses Shares In BHC Shares in Subs securities are heJd
Timothy J GaUagilet Slaquoretmy GB4 Inc SurRXgeIL GB4 lnc 251
Uoioo Polnte Bonding Venture 3 UC NIA Uoiont PoCnt lnves1ocs LLC is member
Lawraooe P Kelley NIA DirododVJCO Chaifman Oamp-edooVlce Chairman NIA 023lt))1 NIA NIA Pltullt IL PreraquoleoUCEO -0-0
standam Bank
Atampief Ko-arldt NIA DirodOlt Dirodoc NIA 0140 NIA NIA 1-fmsdak ll -
Howrd K Priess JI - deg Dirodoc Solo Pradiltgtoelt 0140 NIA NIA NapeMe IL Standard Bank
Owner White Oak Construction LlC Wh4te Oak Construction LLC 100
Robert A RoslKWt NIA Lead ndepcodeot Director oltedoc NIA D140( NIA NIA QOCago u standanl Bank
Charles E Shomo rv NIA deg Ciredor NIA 013lfI( NIA NIA Bur Ridgo IL standam Bank
Patrick J Hunt NIA _ Executive VPCFO NIA 008 NIA NIA Palos Heights IL EVPCfO standanl Bank
deg Scoltzu NIA Asst VPJAssl Asst VPAsst Secy NIA 00CXgt1 NIA NIA
Everyreen Park IL Sea-- SiandagtO Bank
STANDARD BANCSHARES INC AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (in thousands except share data)
Note 4 - Loans (Continued)
Unpaid Allowance for Average Interest
Principal Recorded Loan Losses Recorded Income December 31 201 3 Balance Investment Allocated Investment Recognized
With no related allowance recorded Construction $ 3440 $ 2790 $ $ 6783 $ 1 5
Commercial 1 761 1 761 1 828 76
Commercial real estate non-owner occupied 9051 9051 1 0068 410
Commercial real estate owner occupied 3664 341 3 1 368 84
Residential real estate 1 284 1 284 1 254 26
Consumer 1 477 ------1Jn --- ____1dQsect_ ___2Q Subtotal $20677 $1 9426 L____ $22809 LJill
With an allowance recorded
Construction $41 71 0 $32459 $1 4662 $32 188 $ 671
Commercial 533 533 461 499 6
Commercial real estate non-owner occupied 6125 6125 1 865 1 1 128 45
Commercial real estate owner occupied 20172 1 3788 3331 1451 6 318
Residential real estate 25 1 5 251 5 1 496 2170 1 01
Consumer 2 465 2 465 Subtotal $73520 $57885 $23149 $62354 llill
Construction $45150 $35249 $14662 $38971 $ 686 Commercial 2294 2294 461 2327 82
Commercial real estate non-owner occupied 1 5176 1 5176 1 865 21 1 96 455
Commercial real estate owner occupied 23836 17201 3331 15884 402
Residential real estate 3799 3799 1 496 3424 1 27
Consumer 3 942 3592 3 361 ___sectpound Total $M1_9Z $77 311 $23 149 $ll_5_1fill $1 814
23
STANDARD BANCSHARES INC AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (in thousands except share data)
Note 4 - Loans (Continued)
Unpaid Allowance for Average Interest
Principal Recorded Loan Losses Recorded Income December 31 2012 Balance I nvestment Allocated I nvestment Recognized
With no related allowance recorded Construction $ 2712 $ 1 819 $ $ 3600 $ 346
Commercial 1 763 1 410 1 931 7
Commercial real estate non-owner occupied 1 448 1 448 2451 1 5
Commercial real estate owner occupied 2238 2238 9805 60
Residential real estate
Consumer ---1Jlllli - ---1Jm --- ---
Subtotal $1 0056 $ 741 3 L___ $1 9690
With an allowance recorded Construction $43737 $ 39645 $12359 $45048 $ 455
Commercial 270 270 271 276
Commercial real estate non-owner occupied 27925 27489 1 1 777 20670 709
Commercial real estate owner occupied 4584 4584 1 782 4252 88
Residential real estate 3824 1 622 802 3842 88
Consumer 2885 ____LlQsect ______lQg Subtotal $83225 $ 7481 6 $27300 $76986 $ 1 373
Construction $46449 $41 464 $1 2359 $48648 $ 801 Commercial 2033 1 680 271 2207 7
Commercial real estate non-owner occupied 29373 28937 1 1 777 23121 724
Commercial real estate owner occupied 6822 6822 1 782 14057 148
Residential real estate 3824 1 622 802 3842 88
Consumer 4 780 1 704 ______lQg _isectQ1 ___TI Total Sfil281 $R222_9_
Interest income recognized includes interest accrued and collected on the outstanding balances of accruing impaired loans as well as interest cash collections on non-accruing loans and impaired loans for which the ultimate collectability of principal is not certain
24
STANDARD BANCSHARES INC AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (in thousands except share data)
Note 4 - Loans (Continued)
The following is an analysis of the age of the recorded investment in past due and nonaccrual Joans
December 31 2014
Construction
Commercial Commercial real estate
non-owner occupied Commercial real estate
owner occupied Residential real estate
Consumer
Total
December 31 201 3
Construction
Commercial Commercial real estate
non-owner occupied Commercial real estate
owner occupied
Residential real estate
Consumer
Total
Credit Qu ality Indicators
30-59 days
$ 398
714
122 726
1 457
30-59 days
$
1 89
41
61
907
_____sectQl_ $2 061
90 days or more past
due and 60-89 days accruing
$ 72 $
1 53
290 533
1 1 5 944 1 5
_filsect ___fil_ S2115 $_Z1fi
90 days or more past due and
60-89 days occruing
$ 672 $
66
770
395 1 9
886 248
-11sect _____sect $2 907 $_3j_Q
Total Past Current Non-accrual Due Loans Total
$20252 $20722 $ 89621 $ 1 1 0343
871 1 738 447603 449341
7291 81 1 4 41 8929 427043
26 1 2 2849 566420 569269 6424 8109 1 1 0503 1 1 861 2
4 039 6235 90 831 97 066
$41 489_ $1 723 907 $1 V1 674
Total Past Current Non-accrual Due Loans Total
$1 7361 $18033 $ 1 22261 $ 1 40294
479 734 324164 324898
6230 7041 412734 41 9775
131 08 13583 537317 550900
551 8 7559 1 09784 1 1 7343
4 1 76 5200 1 03 464 1 08 664
$52 150 $1 609 724 $1 661 874
The Company categorized its non-homogenous Joans into risk categories based on relevant information about the ability of borrowers to service the debt such as among other factor$ current financial information historical payment experience credit documentation public information and current economic trends The Company analyzes loans individually by classifying the Joan as to credit risk This analysis is done annually on a Joan by loan basis The Company uses the following definitions for classified risk ratings
Pass Loans classified as Pass are considered to be performing Joans that have adequate cash flow andor collateral based upon our underwriting process
Special Mention Loans classified as special mention have a potential weakness that deserves managements close attention If left uncorrected these potential weaknesses may result in deterioration of the repayment prospects for the Joan or of the institutions credit position at some future date
25
STANDARD BANCSHARES INC AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (in thousands except share data)
Note 4 - Loans (Continued)
Substandard Loans designated as substandard are inadeq uately protected by the current net worth and paying capacity of the obligor or the collateral pledged if any Loans have a wellshydefined weakness or weaknesses that jeopardize the liquidation of the debt They are characterized by the distinct possibility that the Bank will sustain some loss if the deficiencies are not corrected
Performing Not Rated Loans classified as Performing Not Rated are considered to be performing loans at the time of u nderwriting but historically ones in which we do not obtain updated financial information after the loans are originated These are generally consumer loans first mortgage home loans and home equity loans
Loans not meeting the criteria above are analyzed individually as part of the above described process and are considered to be unclassified loans Based on the most recent analysis perfornied the loan risk classifications are as follows
Special Performing December 31 2014 Pass Mention Substandard Not Rated Total
Construction $ 80127 $ 7719 $ 21249 $ 1 248 $ 1 1 0343
Commercial 442867 4915 1 559 449341
Commercial real estate non-owner occupied 399762 1 8880 8401 427043
Commercial real estate owner occupied 531 31 5 27295 1 0659 569269
Residential real estate 29747 1 1 9 8250 80496 1 1 8612
Consumer 8 91 0 312 5 939 81 905 97 066
Total $1 192 728 $ 59240 $ 56 057 SJ63 649 S1 ZZJ 6H
Special Performing December31 2013 Pass Mention S ubstandard Not Rated Total
Construction $ 90330 $ 9396 $ 37394 $ 3174 $ 1 40294
Commercial 309074 1 0445 4489 890 324898
Commercial real estate non-owner occupied 400738 10570 8467 419775
Commercial real estate owner occupied 502095 1 0840 37965 550900
Residential real estate 3567pound 1 09 7881 73677 1 17 343
Consumer 9 099 -----1fill 7 828 89 826 1 08664
Total SJ 47 OJ2 M32Z1 $104 021 S167 567 $1 661 871
The Bank considers the performance of the loan portfolio and its impact on the allowance for loan losses For residential and consumer loan classes the Bank evaluates credit q uality based on the payment and aging status of the loan Payment status is reviewed on a q uarterly basis with respect to determining adequacy of the allowance for Joan losses
26
STAN DARD BANCSHARES INC AND SUBSI DIARIES
NOTES TO CONSOLI DATED FI NANCIAL STATEMENTS (in thousands except share data)
Note 4 - Loans (Continued)
Tro ubled Debt Restructurings (TOR)
Loans classified as TD Rs totaled $1 8541 as of December 31 201 4 of which $1 5665 were performing and $2876 were on non-accrual loans classified as TDRs totaled $1 8095 as of December 31 201 3 of which $1 6596 were performing and $1 499 were on non-accrual
The Bank has allocated $1 797 and $ 1 3 1 4 in specific reserves to customers whose loan terms have been modified in troubled debt restructurings as of December 31 201 4 and 201 3 The Bank has committed to lend additional amounts of $45 and $26 as of December 31 201 4 and 201 3 to customers with outstanding loans that are considered to be troubled debt restructurings These loans involved the restructuring of terms to allow customers to mitigate the risk of foreclosure or default by meeting a lower loan payment requirement based upon their current cash flow These may also include loans that renewed at existing contractual rates but below market rates for comparable credit For commercial loans these m odifications typically include a lowering of the interest rate on the loan In some cases the modification will include separating the note into two notes with the first note structured to be supported by current cash flows and collateral and the second note made for the remaining unsecured debt The second note is charged off immediately and collected only after the first note is paid in full This modification type is commonly referred to as an A-B note structure For consumer mortgage loans the restructuring typically includes a lowering of the interest rate to provide payment and cash flow relief For each restructuring a comprehensive credit underwriting analysis of the borrowers financial condition and prospects of repayment under the revised terms is performed to assess whether the structure can be successful and that cash flows will be sufficient to support the restructured debt Anmiddot analysis is also performed to determine whether U1e restructured loan should be on accrual status Generally if the loan is on accrual at the time of restructure it will remain on accrual after the restructuring In some cases a nonaccrual loan may be placed on accrual at restructuring if the loans actual payment h istory demonstrates it would have cash flowed under the restructured terms After six consecutive payments under the restructured terms a nonaccrual restructured loan is reviewed for possible upgrade to accruing status
As with other impaired loans an al lowance for loan loss is estimated for each TOR based on the most likely source of repayment for each loan For impaired loans secured by real estate that are collateral dependent the allowance is computed based on the fair value of the underlying collateral For impaired loans where repayment is expected from cash flows from business operations the allowance is computed based on a discounted cash flow computation
27
STANDARD BANCSHARES INC AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (in thousands except share data)
Note 4 - Loans (Continued)
Troub led Debt Restructurings (TOR) (Continued)
The following table presents loans by c lass modified as troubled debt restructurings that occurred during the years ended December 31 2014 and 2013
Pre- Post-modification modification
Number outstanding outstanding 2014 of loans recorded recorded
investment investment Construction 1 $ 706 $ 813 Commercial real estate owner occupied 2 483 564 Residential real estate 3 1206 1 206 Consumer 5 563 563
Total 11 $2958 $3146
2013 Commercial real estate non-owner occupied 3 $14371 $ 8 670 Commercial real estate owner occupied 3 3505 3581 Commercial 2 1758 1804 Residential real estate 1 403 403
Total 9 $20037 $1 4458
The troubled debt restructurings modified in 2014 and 2013 described above increased the allowance for credft losses by $784 and $317 and did not result in any post-modification charge offs during the years ended December 31 2014 and 2013 respectively
28
STAN DARD BANCSHARES I NC AND SUBSIDIARI ES
NOTES TO CONSOLI DATED FI NANCIAL STATEMENTS (in thousands except share data)
Note 4 - Loans (Continued)
Tro uble d Debt R estructurings TOR ) (Continued)
The following table presents troubled debt restructurings by class and type of modification that occurred during the years ended December 31 2014 and 2013
AB Note Rate Restructure Reduction
2014 Construction $ $ -
Commercial real estate owner occupied 48
Residential Real Estate Consumer 218
Total $ $266
AIB Note Rate Restructure Reduction
2013 Commercial real estate non-
owner occupied $13901 $ 470 Commercial real estate
owner occupied 3073 Commercial 1758 Residential Real Estate 403
Total $13901 $5704
29
Rate Reduction
To Pay amp Advance Taxes of Funds
$ $ 706
435
$435 $ 706
Rate Reduction
To Pay amp Advance Taxes of Funds
$ $
432
$432 $
I nterest Only
Period
$
1206 345
$1551
I nterest Only
Period
$
$
Total
$706
483 1206
563 $2958
Total
$14371
3505 1758
403 $20037
STANDARD BANCSHARES I NC AND SUBSI DIARIES
NOTES TO CONSOLI DATED FINANCIAL STATEMENTS (in thousands except share data)
Note 4 - Loans (Continued)
Troubled Deb t Restru cturings (TOR) (Continued)
The following table presents loans by class modified as troubled debt restructurings for which there was a payment default within twelve months fol lowing the modification during the year ended December 3 1 2014 There were no payment defaults within twelve months following the modification during the year ended December 31 201 3
2014 Commercial
N umber of loans
1
Recorded Investment
$1 600
The troubled debt restructurings that subsequently defaulted in 2014 described above increased the allowance for credit losses by $233 during the year ended December 31 2014 In 2013 there were no troubled debt restructurings for which there was a payment default within twelve months following the modification The troubled debt restructurings resulted in $1600 of charge offs during the year ended December 31 201 4 The troubled debt restructurings did not result in any charge offs during the year ended 2013
Note 5 - Mortgage Servicing Rights
Following is a summary of the activity for mortgage servicing rights
Beginning balance Costs capitalized Accumulated amortization
Ending balance
2014 $ 2726
544 (835)
$ 2 435
2013 $ 2169
1 339 (782)
$ 2 726
2012 $ 1525
1434 (790)
$ 2 169
The aggregate fair value of mortgage servicing rights is based on fundamental analysis and the present value of expected future cash inflows In estimating fair value assumptions have been made regarding prepayment default and interest rates Mortgage servicing rights do not trade in an active market with readily observable prices The Company uses an independent third party to determine the fair value of mortgage servicing rights by estimating the fair value of the future cash flows associated with the mortgage loans being serviced Key economic assumptions used in measuring the fair value of mortgage servicing rights include but are not limited to prepayment speeds discount rates delinquencies and costs to service
A fair market estimate was completed by an independent third party in November 201 4 to determine the amount at which the asset could be exchanged in a current transaction between willing parties other than in a forced liquidation or sale Fair value was estimated based in part on the discounted future cash flows estimated to be received The evaluation used a discount rate for each pool of loan servicing rights which is intended to represent the estimated market yield and estimated cash flow for each pool of servicing rights by utilizing an assumed prepayment speed based on the characteristics of each pool No assurance can be given that the actual prepayments will conform to the prepayment speeds assumed The calculated fair value was compared to market values where possible to ascertain the reasonableness of the valuation in relation to the current market expectations
Mortgage servicing rights outstanding Estimated fair value as a percentage of loans serviced Principal value of loans serviced Estimated fair value of servicing rights outstanding
30
201 4 $ 2435
083 $394217 $ 3272
201 3 $ 2726
083 $382221 $ 3 1 72
STANDARD BANCSHARES INC AND SUBSIDIARIES
NOTES TO CONSOLI DATED FINANCIAL STATEMENTS (in thousands except share data)
Note 6 - Premises and Equipment
Major classifications of these assets are summarized as follows
Land Bank premises Furniture and equipment
Accumulated depreciation Premises and equipment - net
2014 $ 21 699
58 179 31 388
1 1 1 266 (50352)
$ 609 14
201 3 $ 2361 0
69 1 33 44467
1 3721 0 (71 428)
$ 65782
Depreciation expense amounted to $3479 $3668 and $3949 in 2014 201 3 and 2012 respectively_
The Company sold land buildings and vehicles for total proceeds of $1 824 $2 and $1 8 resulting in gross gains on sales of $49 1 $1 and $ 1 8 in the years ending December 3 1 2014 201 3 and 201 2 respectively
In December 2014 the Company signed a definitive agreement to enter into a sale-leaseback of land and buildings for two of its locations The Company designated $ 1 462 of premises as held for sale No write-down was taken at the time of transfer as the assets were anticipated to be sold at a gain In February 2015 the Company closed on a transaction a portion of the gain on sale was recognized in non-interest income The remaining gain was deferred and will be amortized into non-interest income over the lease term
Note 7 - Other Real Estate Owned
Activity in other real estate owned is summarized as followsmiddot
Beginning balance Acquired through or in lieu of foreclosure Proceeds from sales Gain (loss) on sales Write down on other real estate owned
Ending Balance
2014 $ 1 2 930
6 035 (2004)
426 ( 1 1 54)
$1 6233
2013 $1 6896
3 912 (51 35)
170 (2913)
$1 2930
201 2 $ 1 1 496
1 2 1 08 (4096)
(1 36) (2476)
$ 1 6 896
Operating expenses associated with other real estate owned net of write-downs on other real estate owned were $498 $1 96 and $976 in 2014 201 3 and 201 2 respectively
Note 8 - Intangibles
Core deposits Accumulated amortization Core deposits net
2014 2013
$ 8946 (7798)
$ 1 148
$ 8946 (7 1 05)
$ 1 841
Amortization expense amounted to $693 $789 and $885 in 2014 2013 and 20 12 respectively Core deposit intangibles are amortized over an estimated life of fifteen years
middot----- l n-201-2-the-Gompany-reGorded-a-ful l-write-down-of-$239g7-of-goodwill-as-it-was-determined-t0-be--shy
impaired_
3 1
STAN DARD BANCSHARES INC AND SUBSI DIARIES
NOTES TO CONSOLI DATED FI NANCIAL STATEMENTS (in thousands except share data)
Note 9 - Bank Owned Life Insurance
The Bank acquired life insurance policies through prior bank acquisitions and by direct purchase At December 3 1 2014 and 2013 the cash surrender value of these policies was $48470 and $47033 respectively No additional l ife insurance was purchased during 2014 or 2013
Note 10 - Deposits
Deposits at December 3 1 2014 and 2013 by major category are as follows
Demand deposits Non-interest-bearing Interest-bearing
Total demand deposits Savings deposits Time deposits Brokered deposits
Total deposits
2014
$ 612646 492 799
1 1 05445 374142 405857 1 08 1 28
$1 993 572
201 3
$ 536325 525 145
1 061 470 36341 8 427815
66 402
$1 91 9 1 05
The aggregate amount of deposits reclassified as loans (overdrafts) amounted to $2548 and $2781 at December 3 1 2014 and 201 3 respectively
Time deposits that met or exceed the FDIC insurance limit of $250 at year-end 201 4 and 2013 were $1 1 0 1 77 and $92681 respectively
At December 3 1 2014 scheduled maturities of certificates of deposit including brokered deposits are as follows
201 5 2016 2017 201 8 201 9 2020 and thereafter
$408455 65585 1 9838
9830 1 0277
$513 985
Deposits from related parties totaled $33614 and $32595 at December 31 2014 and 201 3 respectively
32
STANDARD BANCSHARES INC AND SU BSI DIARIES
NOTES TO CONSOLI DATED FINANCIAL STATEMENTS (in thousands except share data)
Note 1 1 - Advances from Federal Home Loan Bank
There were no outstanding advances with the Federal Home Loan Bank at December 3 1 201 3 The indebtedness to the Federal Home Loan Bank at December 3 1 2014 was $1 5000 consisting of the following fixed rate advances
Due Date
June 27 201 6 June 27 201 6
Total advances
I nterest Rate
057 057
2014
$1 3000 2 000
$1 5 000
Al l advances and letters of credit from the Federal Home Loan Bank (FHLB) were secured by a g eneral lien on qualifying commercial real estate residential mortgages and home equity loans of the Bank Each advance is payable at its maturity date with a prepayment penalty for fixed rate advances Letters of credit outstanding from the FHLB totaled $3872 and $41 946 at year-end 2014 and 201 3 respectively The advances and letters of credit were collateralized by $679990 of commercial real estate and mortgage loans in 2014 and $203845 of mortgage loans under a blanket lien arrangement at year-end 2013 Based on this collateral and the Companys holdings of FHLB stock the Company was eligible to borrow up to a total of $26951 3 at year-end 2014
Note 1 2 - Other I ncome
Other income consists of the following
Gain (loss) on sale of other real estate owned Gain on sale of premises and equipment Debit cardATM fees Trust feesBrokerage Fees Loan fees and commissions Cash management Bank Owned Life Insurance income Miscellaneous income
Total other income
33
2014
$ 426 491
28 1 8 2533
658 2641 1 437
921
lll 1 925
201 3 201 2
$ 1 70 $ ( 1 36) 1 1 8
2935 2829 2364 1 927
680 932 2286 2020 1 437 1 469 1 267 886
ll1 1 1 40 ll 9 945
STANDARD BANCSHARES INC AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (in thousands except share data)
Note 1 3 - Employee Benefit Plans
Profit Sharing
The Companys bank subsidiary maintains a defined contribution 401 (k) Plan Under terms of the Plan employees meeting age and service requirements may elect to have their compensation reduced and have that amount contributed to the Plan as a salary deferral contribution The Bank at its discretion may make a matching contribution to the Plan equal to a u niform percentage of the salary deferral contributions Apart from any matching contribution the Bank may also make a separate discretionary contribution to the Plan The final liability for matching contributions if any is determined after yearshyend requiring the Bank to estimate its discretionary contribution expense at year end Contribution expense recorded by the Bank amounted to approximately $ 1 1 79 $1 254 and $ 1 685 for 2014 201 3 and 201 2 respectively
Non-Qualified Plan
The Bank maintains a non-qualified deferred compensation plan for a select group of management and employees as determined by the Board of Directors Annual awards if any are based o n preshyestablished performance criteria which are communicated to eligible employees Benefits under the Plan vest after a five year period The liability under the Plan was $403 and $503 as of December 3 1 2014 and 201 3 respectively There was n o expense recorded in 2014 2013 o r 2012
Non qualified Sto ck Option Plan
Pursuant to the Capital Raise Investment Agreements on February 1 2 20 1 3 the Board of Directors of the Company adopted the Standard Bancshares Inc Stock Option Incentive Plan to be effective immediately after the Closing of the capital raise (please refer to Note 21 ) Pursuant to the Stock Option Incentive Plan the Compensation Committee of the Board of Directors of the Company is authorized to grant Incentive Stock Option awards Nonqualified Stock Option awards or a combination thereof to certain officers directors consultants or employees of the Company or any of its Subsidiaries or Affiliates aggregating up to 5402524 shares of the Companys common stock
The option price per share of stock purchasable under a stock option shall not be less than 1 00 of the fair market value of the common stock on the day of the grant Stock option vesting is based o n two components 1 ) a time vested option that vests over four years one fourth on each of the first four anniversaries from the option grant date and 2) a performance vested option that vests if there is an exit event resulting in the investor actually realizing an internal rate of return (RR) greater than or equal to 1 2 based on their original investment of $465 per share on February 22 201 3 Vesting is subject to acceleration in certain circumstances The options will expire if not exercised within 1 0 years of the
middot
date of grant and under certain other (employment) circumstances
The fair value of options granted was estimated on the date of grant using the Black Scholes optionsshypricing model using the assumptions noted in the table and commentary below The risk free rate of return is based on the constant maturity yield of a US Treasury note with a fixed rate term of 1 0 years at date of grant The volatility rate is derived from historical index values of publicly-traded commercial banks with assets between $1 and $5 billion Index values of comparably sized companies were used as a proxy because the Companys common stock is not exchange-listed and there is not an active trading market for the common stock The dividend yield assumption is based o n the Companys expected dividend payouts
34
STANDARD BANCSHARES INC AND SUBSIDIARI ES
NOTES TO CONSOLIDATED FI NANCIAL STATEMENTS (in thousands except share data)
Note 1 3 - Employee Benefit Plans (Continued)
Risk free rate of return
2014 20 1 3
275 1 97 Time remaining until expiration of the options Volatility rate
1 O years 1 0 years 1 392 1 587
Dividend yield 000 000
A summary of the activity in the non-qualified stock option plan for 2014 follows Weighted Average
Weighted Remaining Average Contractual
Number of Exercise Term Time Vested Stock Options Shares Price (in years)
2014 Outstanding at beginning of year 1 46651 5 $ 465 915
Granted 1 1 701 95 515 916 Exercised
Expired
Forfeited (23545) 494 870
Outstanding at end of year 2613 165 $ 487 860
Exercisable at end of year 366629 $ 465 815
2013 Outstanding at beginning of year $ Granted 1 466515 465 9 15 Exercised
Expired
Forfeited
Outstanding at end of year 1 465515 $ 465 9 15
Exercisable a t end o f year $
Aggregate Intrinsic Value
$ 1 1 1 8
$ 238
$ 733
$
The weighted average fair value of time vested options granted during 201 4 and 201 3 was $1 21 and $1 3 2 per option respectively
35
STANDARD BANCSHARES INC AND SUBSIDIARI ES
NOTES TO CONSOLIDATED FI NANCIAL STATEMENTS (in thousands except share data)
Note 1 3 - Employee Benefit Plans (Continued)
Performance Vested Stock Options 2014 Outstanding at beginning of year
Granted
Exercised
Expired
Forfeited
Outstanding at end of year
Exercisable at end of year
2013 Outstanding at beginning of year
Granted
Exercised
Expired
Forfeited
Outstanding at end of year
Exercisable at end of year
1 466515
1 170195
(26909)
2609801
1 465515
1 465515
$ 465
515
490
$ 487
$
$ 465
$ 465
$
91 5
91 6
864
860
g_1 5
91 5
$ 1 1 1 8
$
$ 733
$
The weighted average fair value of performance vested options granted during 201 4 and 201 3 was $040 for each year
Time Ve ste d O ption s
The Company recognized $782 and $44 I of stock-based compensation expense related to the granting of time vested stock options for the years ended December 20 14 and 2013 respectively There were no time vested options granted in 2012
As of December 3 1 201 4 there was $2 1 30 of total unrecognized compensation cost related to nonshyvestediime vested options granted underthe Plan The unrecognized cost is expected to be recognized over a weighted-average period of 26 years
Performan ce Veste d O ption s
The value of the performance vested options is a function of 1 ) the likelihood of a n Exit Event and 2) the likelihood of that Exit Event achieving the 1 2 IRR threshold These weighted average probabilities are then m ultiplied by the full value of a time vested option to derive the value of the performance options
The valuation methodology for the performance vested options involved ihree separate analysis
I Sale of control analysis 2 Initial public offering analysis 3 Remain private analysis
There was no expense recorded in 201 4 and 201 3 related to the performance vested options
There were no performance vested options granted in 201 2
36
STANDARD BANCSHARES INC AND SUBSIDIARI ES
N OTES TO CONSOLI DATED FI NANCIAL STATEMENTS (in thousands except share data)
Note 1 3 - Employee Benefit Plans (Continued)
As of December 3 1 2014 there was $1 059 of total unrecognized compensation cost related to nonshyvested performance vested options granted under the Plan The cost is expected to be recognized when it is determined that it is probable that a qualifying Exit Event will occur
Note 1 4 - Commitments
Operating Leases
The Bank leases property at various branch locations unde r terms that are considered to be an operating lease The leases expire in various years through 2020 Office rent expense was $728 $875 and $919 for 2014 2013 and 2012 respectively
Other Co mmitments
The Bank has a contract with a computer seNice company that expires in 201 6 Data processing expense was $2729 $2746 and $2424 for 201 4 201 3 and 2012 respectively
Annual future minimum payments for these agreements are as follows
Note 1 5 - Income Taxes
Year ending December 31 201 5 201 6 2017 20 1 8 201 9 2020 and thereafter
$3037 2884
394 203 1 26
1 6 $6 660
The components of the provision (benefit) for income taxes are as follows
Current Deferred Total Tax Expense (Benefit)
2014 $ 3494
7 1 62 $ 1 0656
201 3 $ 2373
3425 $ 5798
2012 $ 1 306
(6928) $ (5622)
The effective tax rate differs from the federal statutory rate primarily due to the following
Tax at statutory federal income tax rate Tax exempt interest income State income taxes net of federal benefit BOLi income Meals and entertainment Non-deductible expenses Goodwill impairment
201 4
$8483 (133) 1 5 1 6 (486)
77 76
Stock settled rights expense 639
201 3 $ 4750
(82) 766
(486) 84
1 02
2012 $(1 2371 )
(1 08) (866) (500)
79 80
8 1 55
O th enet--=====48=====664=--====(-l --
$1 0656 $ 5798 $ (5622)
37
STANDARD BANCSHARES INC AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (in thousands except share data)
Note 1 5 - Income Taxes (Continued)
The net deferred tax asset included at December 31 2014 and 2013 consists of the following
2014 201 3 Gross deferred tax assets
Allowance for loan losses $19212 $23305 Other real estate owned 2866 49 1 6 Non-accrual loan interest 4064 3 991 State net operating loss 1 835 2358 Accrued compensation 1 938 1 471 Depreciation 1 387 1 412 FNMA amp FHLMC preferred stock 1 270 1 270 Other assets 271 434
Total gross deferred tax assets $32843 $39 157
Gross deferred tax liabilities Purchase accounting adjustments $ 1 069 $ 1 282 Mortgage servicing rights 946 1 060 Unrealized gainloss on AFS securities 1 1 9 692 Other liabilities 1 306 1 31
Total gross deferred tax liabilities $ 3440 $ 3 165
Net deferred tax asset $29403 $35992
At December 31 2014 the Company has $33929 of Illinois net operating loss carryforwards expiring in 2025 and $2330 Indiana net operating Joss expiring in 2025 and 2026 which will be available to reduce future taxable income
The Company does not expect the total amount of unrecognized tax benefrts to significantly change in the next twelve months The Company recognized no interest andor penalties related to tax matters in tax expense
The Company and its subsidiaries are subject to US federal income tax as well as income tax of the state of Illinois and Indiana The Company is no longer subject to examination by taxing authorities for years before 201 0
3 8
STAN DARD BANCSHARES INC AND SUBSIDIARIES
NOTES TO CONSOLI DATED FI NANCIAL STATEMENTS (in thousands except share data)
Note 1 6 - Contingent Liabilities and Commitments
The Company does not reflect in its financial statements various commitments and contingent liabilities which arise in the normal course of business and which involve elements of credit risk interest rate risk and liquidity risk These commitments and contingent liabilities are commitments to extend credit commercial letters of credit and standby letters of credit A summary of the Banks commitments and contingent liabilities at December 31 is as follows
Commitments to extend credit under Unused commercial and other lines of credit Unused equity lines of credit Standby letters of credit
2014 201 3
$262907 46 125 42041
$234893 52905 40284
Commitments to extend credit commercial letters of credit and standby letters of credit a l l include exposure to some credit loss in the event of nonperformance of the customer The Banks credit policies and procedures for credit commitments and financial guarantees are the same as those for extension of credit that are recorded on the consolidated balance sheet Because these instruments have fixed maturity dates and because many of them expire without being drawn upon they do not generally present any significant liquidity risk to the Bank The Bank has not incurred any significant losses on its commitments in either 2014 201 3 or 2012
The Bank is party to litigation and claims arising in the normal course of business Management after consultation with legal counsel believes that the liabilities if any arising from such litigation and claims will not be material to the Companys consolidated financial position
Note 1 7 - Derivatives
D erivative contracts entered into by the Company are limited to those that are treated as non-designated derivative instruments The Company provides customers with interest rate swap transactions and offsets the transactions with interest rate swap transactions with inter-bank dealer counterparties as a means of offering risk management solutions to customers As ofDecember 3 1 2014 there were $6006 outstanding in notional values of swaps where the Company pays a variable rate of interest and the customer pays a fixed rate of interest This position is offset with counterparty contracts where the Company pays a fixed rate of interest and receives a floating rate of interest The estimated fair value of interest rate swaps was recorded as an asset of $207 and as a liability of $214 as of December 31 2014 Swaps with customers and inter-bank dealer counterparties are carried at fair value with adjustments recorded in other income The net effect of fai r value adjustments running through the income statement was immaterial during the year ended December 31 2014 There were no interest rate swap derivatives as of December 3 1 2013
3 9
STANDARD BANCSHARES I NC AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (in thousands except share data)
Note 1 8 - Financial I nstruments Fair Value Disclosure
The fair value measurement accounting Hterature establishes a fair value hierarchy which requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value The standard describes three levels of inputs that may be used to measure fair value
1 Level 1 - Unadjusted quoted mariltet prices in active markets that are accessible at the measurement date for identical unrestricted assets
2 Level 2 - Significant other observable inputs other than Level 1 prices such as quoted market prices for similar assets and liabilities quoted prices in markets that are not active or other inputs that a re observable or can be corroborated by observable market data
3 Level 3 - Signlficant unobservable inputs that reflect a reporting entitys own assumptions about the assumptions that mariltet participants would use in pricing an asset o r liability
A financial instruments level within the fair value hierarchy is based on the lowest level of input that is significant to the fair value measurement
Fair values of assets measured on a recurring basis at December 3 1 2014 and 2013 are as follows
De ce mbe r31 2014 Financial Assets
Securities available-for-sale US government sponsored entities and agencies Mortgage-backed securities - residential Equity securities
Total securities available-for-sale
Derivatives
Financial Liabilities
Derivatives
De ce mbe r 31 2013 Financial Assets Securities available-for-sale
US government sponsored entities and agencies Mortgage-backed secu rities - residential Equity securities
Total securities available-for-sale
Fair Value
$1 46307 3668 4 41 9
$1 54 394
$ 207
$ 214
$ 1 24431 1 2203
2 954 $ 1 39 588
Fair Value Measurements Usin1 Quoted Significant P rices Other
in Active Observable Markets Inputs (Level 1 ) (Level 2)
$
392 $ 392
$ -
$ -
$
$1 46307 3668 4 027
$1 54 002
$ 207
$ 2 1 4
$ 1 24431 12203 1 984
$1 38 61 8
Significant Unobservable
Inputs (Level 3)
$
$
$
$
$
$
As of December 31 2014 and 2013 there were no transfers between levels
40
STANDARD BANCSHARES I NC AND SUBSI DIARIES
NOTES TO CONSOLI DATED FI NANCIAL STATEMENTS (in thousands except share data)
Note 1 8 - Financial I nstruments Fair Value Disclosure (Continued)
The fair values of marketable equity securities available-for-sale are generally determined by quoted market prices in active markets for each specific security (Level 1 measurement inputs) If Level 1 measurement inputs are not available for a marketable equity security the fair value is determined by the quoted market price of a similar security traded in an active market (Level 2 measurement inputs)
The fair values of debt securities available-for-sale are generally determined by matrix pricing which is a mathematical technique widely used in the industry to value debt securities without relying exclusively on quoted market prices for the specific securities b ut rather by relying on the securities relationship to other benchmark quoted securities (Level 2 measurement inputs)
Derivative s
The fair value of derivatives are based o n valuation models using observable market data a s of the measurement date (Level 2) Our derivatives are traded in an over-the-counter market where quoted market prices are not always available Therefore the fair values of derivatives are detenmined using quantitative models that utilized multiple market inputs The inputs will vary based on type of derivative but could include interest rates prices and indices to generate continuous yield or pricing curves prepayment rates and volatility factors to value the position The majority of market inputs are actively quoted and can be validated through external sources including brokers market transactions and thirdshyparty pricing services
Fair values of assets measured on a nonrecurring basis are as follows
Oe ce mbe r31 2014 Other real estate owned net Impaired loans Loans held for sale Mortgage servicing rights
De ce mbe r 31 2013 Other real estate owned net Impaired loans Loans held for sale Mortgage servicing rights
Fair Value
$ 1 6233 41 895
8274 2435
$12 930 54 1 62
5408 2726
Fair Value Measurements Using Quoted Significant Prices Other
in Active Observable Markets Inputs (Level 1 ) (Level 2)
$ $
8274
$ - $
5408
Significant Unobservable
Inputs (Level 3)
$ 1 6233 41 895
2435
$1 2930 541 62
2726
Other real estate owned are initially recorded at fair value less costs to sell when acquired and are subsequently measured at the lower of cost or fair value less estimated costs to sell Fair values are based on third party appraisals of the property or internal valuations on smaller properties using comparable market data and various external resources resulting in a level 3 classification When the carrying value exceeds the fair value less costs to sell an impairment loss is recognized
The fair value of impaired loans secured by real estate with specific allocations of the allowance for loan --------- 1osses-is-generally-based-on--recent-real-estate-appraisals-or-internal-valuations-on-smaller-prnperties--shy
using comparable market data and various external resources These appraisals may utilize a single
41
STANDARD BANCSHARES INC AND SUBSI DIARIES
NOTES TO CONSOLI DATED FI NANCIAL STATEMENTS (in thousands except share data)
Note 1 8 - Financial Instruments Fair Value Disclosure (Continued)
valuation approach or a combination of approaches including comparable sales and the income approach resulting in a level 3 classification
Loans held for sale are carried at the lower of cost or fair value which is evaluated on a pool-level basis The fair value of loans held for sale is determined using quoted prices for similar assets adjusted for specific attributes of that loan or other observable market data such as outstanding commitments from third party investors resulting in a level 2 classification
The Company records its mortgage servicing rights at fair value and includes them in other assets in the Consolidated Balance Sheets Mortgage servicing rights do not trade in an active market with readily observable prices Fair value is based on market process for comparable mortgage servicing contracts when available or alternatively is based on a valuation model that calculates the present value of estimated future net servicing income Key economic assumptions used in measuring fair value of mortgage servicing rights at December 31 2014 included prepayment speeds maturities and discount rates While market based data is used to determine the assumptions the Company incorporates its own estimates of the assumptions market participants would use in determining the fair value of mortgage servicing rights which results in a level 3 classification
De cembe r 31 2014 Assets Cash and cash equivalents Securities held-to-maturity Securities available-for-sale Loans - net Loans held for sale Federal Home Loan Bank stock at cost Accrued interest receivable Derivatives
Liabilities
Deposits Federal Home Loan Bank advances Accrued interest payable Derivatives
De ce mbe r 31 2013 Assets
Cash and cash equivalents Securities held-to-maturity Securities available-for-sale Loans - net Loans held for sale Federal Home Loan Bank stock at cost Accrued interest receivable
Liabi lities Deposits Accrued interest payable
42
Carrying Value
$ 1 99476 3888
1 54394 1 744331
8274 3247 59 1 9
207
$ 1 993572 1 5000
265 214
$ 234 1 83 1 762
1 39588 1 61 9995
5408 3 143 5 576
$1 91 9 1 05 286
Fair Value
$ 1 99476 3 564
1 54394 1 798279
8274 3247 591 9
207
$1 992796 1 4984
265 214
$ 234 1 83 1 41 5
1 39588 1 679668
5408 3 143 5576
$ 1 920335 286
STANDARD BANCSHARES I NC AND SUBSI DIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (in thousands except share data)
Note 1 8 - Financial I nstruments Fair Value Disclosure (Continued)
In estimating the fair value of certain assets and liabilities not previously presented the following assumptions were made
Cash and Cash Equivalents
The carrying amounts of cash and equivalents reported in the balance sheet approximate fair value
Securities
Estimated fair values of securities are based on one of three models 1 ) quoted market prices where available 2) quoted market prices for similar instruments if quoted market p rices are not available 3) unobservable data that represents the Banks assumptions about items that market participants would consider in determining the fair value where no market data is available
L oans
Fair values of loans excluding loans held for sale are estimated as follows For variable rate loans that re-price frequently and with no significant change in credit risk fair values are based on carrying values Fair values for other loans are estimated using discounted cash flow analyses using interest rates currently being offered for loans with similar terms to borrowers of similar credit quality to calculate the present value of future contractual principal and interest cash flows and discounting them back to the present using a discount rate Impaired loans are valued at the lower of cost or fair value as described previously The methods utilized to estimate the fair value of loans do not necessarily represent an exit price
The fair value of loans held for sale is estimated based upon binding contracts and quotes from third party investors
Federal Home Loan Bank (FHLB) Stock
The carrying amounts reported in the balance sheet approximate fair value
Accrued Interest Receivable I Payable
The carrying amounts reported in the balance sheet approximate fair value
Deposits
The fair values disclosed for demand deposits (eg interest and non-interest checking passbook savings and certain types of money market accounts) are by definition equal to the amount payable on demand at the reporting date (ie their carrying amount) The carrying amounts of variable rate fixed-term money market accounts and certificates of deposit approximate their fair values at the reporting Fair values for fixed rate certificates of deposit are estimated using a discounted cash flows calculation that applies interest rates currently being offered on certificates to a schedule of aggregated expected monthly maturities on time deposits
Federal Home Loan Bank Advances
The fair value of Federal Home Loan Bank advances is estimated using discounted cash flow analyses --------based-on-the-currentborrowing-rate-of-similartypes-of-advances
43
STANDARD BANCSHARES I NC AND SUBSIDIARI ES
NOTES TO CONSOLI DATED FINANCIAL STATEMENTS (in thousands except share data)
Note 1 8 - Financial I nstruments Fair Value Disclosure (Continued)
Off-balance sh eet in strum ents
Fair asset andor liability value of off-balance sheet financial instruments as described in Note 1 6 may be estimated by applying fees currently charged for comparable commitments Based upon the qual ity of these commitments and their demand in the financial market it has been assumed that there is no material difference in the estimated fair value
Note 1 9 - TARP Capital Purchase Program
On April 24 2009 the Company entered into a Letter Agreement with the United States Department of Treasury (the Treasury) pursuant to which the Company sold to the Treasury 6000 shares of the Companys Fixed Rate Cumulative Perpetual P referred Stock Series A for $60 million and a warrant to acquire $3 million of Fixed Rate Cumulative Perpetual P referred Stock Series B for a nominal exercise price Immediately upon consummation of the closing the Treasury exercised the warrant and acquired the Series B Preferred Stock The Preferred Stock Series A qualified as Tier 1 capital and paid cumulative dividends q uarterly at a rate of 5 per annum The P referred Stock Series B qualified as Tier 1 capital and paid cumulative dividends quarterly at a rate of 9 per annum The difference between the initial carrying value that was allocated to the Series B Preferred Stock and its redemption value of $3 million will be charged to retained earnings (with a corresponding increase in the carrying value of the Series B Preferred Stock) over the first five years of the contract as an adjustment to the dividend yield using the level yield method During 201 1 the Company elected to suspend dividend payments For the year ended December 31 2012 total dividends of $3462 had been declared but not paid On February 22 201 3 1 3548387 of common shares were issued to the US Treasury in exchange for the $60 million and $3 million of Fixed Rate Cumulative Preferred Stock Series A and Series B respectively The Treasury subsequently sold those shares to institutional investors at $465 per share In addition the Company paid $6 million of dividends to the Treasury which included 1 00 of past due dividends and dividends due through February 22 2013
Note 20 - Regulatory Matters
The Companys primary source of cash is dividends received from its subsidiary bank The subsidiary bank is subject to certain restrictions on the amount of dividends that it may declare without prior regulatory approva L In addition the dividends declared cannot be in excess of the amount which would cause the subsidiary bank to fall below the minimum required for capital adequacy purposes
Banks and bank holding companies are subject to regulatory capital requirements administered by federal banking agencies Capital adequacy guidelines and additionally for banks prompt corrective action regulations involve quantitative measures of assets liabilities and certain off-balance-sheet items calculated under reg ulatory accounting practices Capital amounts and classifications are also subject to qualitative judgments by regulators Failure to meet capital requirements can initiate regulatory action Management believes as of December 3 1 2014 the Company and Bank meet al l capital adequacy requirements to which they are subject
Prompt corrective action regulations provide five classifications well capitalized adequately capitalized undercapitalized significantly u ndercapitalized and critically undercapitaized although these terms are not used to represent overall financial condition If adequately capitalized regu latory approval is required to accept brokered deposits If undercapitalized capital distributions are limited as is asset growth and expansion and capital restoration p lans are required At year-end 201 4 and 2013 the most recent reg ulatory notifications categorized the Bank as well capitalized under the regulatory framework for prompt corrective action There are no conditions or events since that notification that management believes have changed the institutions category
44
STAN DARD BANCSHARES I NC AND SUBSI DIARI ES
NOTES TO CONSOLIDATED FI NANCIAL STATEMENTS (in thousands except share data)
Note 20 - Regulatory Matters (Continued)
The Banks actual and required capital amounts and ratios are as follows
To Be Well Capitalized U nder
For Capital Prompt Corrective Actual Adeguac[ Puqoses Action Provisions
Amount Ratio Amount Ratio Amount Ratio As of December 31 2014 Total Capital
(to risk-based assets) Company $271 785 143 $ 152226 80 NA NA Bank 269993 1 42 1 52229 80 $1 90286 1 00
Tier I Capital (to risk-based assets) Company 247887 1 30 76 1 1 3 40 NA NA Bank 246093 129 761 14 40 1 14 171 60
Tier I Capital (to average assets) Company 247887 1 08 92 1 26 240 NA NA Bank 246 093 1 07 92 1 09 240 1 1 5 1 36 2 5 0
As of December 31 2013 Total Capital
(to risk-based assets) Company $246213 1 38 $142344 280 NA NA Bank 244607 1 38 1 42 170 280 $ 1 77713 2100
Tier I Capital (to risk-based assets) Company 223444 126 71 1 72 240 NA NIA Bank 221 838 1 25 71 085 240 1 06628 2 60
Tier I Capital (to average assets) Company 223444 1 03 86430 240 NIA NA Bank 221 838 1 03 86450 240 1 08 063 2 50
45
STANDARD BANCSHARES INC AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (in thousands except share data)
Note 21 - Capital Management
The overall objectives of the Companys capital management are to have the availability of sufficient capital to support loan deposit and other asset and liability g rowth and to maintain capital to absorb unforeseen losses or write-downs that are inherent in the business risk associated within the banking industry The Company seeks to balance the need for higher capital levels to address growth and unforeseen risks and the goal to achieve an adequate return on capital invested
In July 201 3 the federal banking agencies issued a final rule revising the regulatory capital rules applicable to most national banks and federal savings associations as well as their holding companies generally beginning on January 1 201 5 The rule implements the Basel Committees December 201 O framework known as Basel I l l for strengthening the international capital standards as wel l as certain p rovisions of the Dodd-Frank Act The final ru le implements a revised definition of regu latory capita l a new common equity Tier 1 minimum capital requirement of 450 and a higher minimum Tier 1 capital requirement of 600 (which is an increase from 400) Under the final rule the total capital ratio remains at 800 and the minimum leverage ratio is 400
Additionally under the final rule in order to avoid l imitations on capital distributions including dividend payments and certain discretionary bonus payments to executive officers a banking organization must hold a 25 capital conservation buffer composed of common equity Tier 1 capital above its minimum risk-based capital requirements The b uffer is measured relative to risk-weighted assets The final rule also enhances risk sensitivity and addresses weaknesses identified by the regulators over recent years with the measure of risk-weighted assets
The new minimum capital requirements will b e effective for the Company on January 1 201 5 whereas the capital conservation buffer and the deductions from common equity Tier 1 capital phase in over time beginning on January 1 201 6
Capital Raise
On February 22 201 3 Standard Bancshares Inc completed its recapitalization by issuing 29864795 shares of common stock at $465 per share for gross proceeds of $ 1 389 million 1 3 548387 of the common shares were issued to the US Treasury (the Treasury) in exchange for the $63 million of Fixed Rate Cumulative Preferred Shares Series A and B The Treasury subsequently sold those shares to I nstitutional Investors at $465 per share An additional 16 316408 of common shares were issued to Institutional Investors and private investors Of the aggregate 29864795 common shares issued 1 9430750 are voting shares and 1 0434045 are mm-voting shares
In conjunction with the recapitalization the Articles of Incorporation of the Company were amended to authorize 20000000 shares of preferred stock at $001 par value No preferred stock has been issued as of December 31 2014
Sto ck Settled Rights (SSRs)
On February 22 201 3 in connection with the recapitalization of the Company the Board of Directors distributed as a dividend in kind 7293407 Stock Settled Rights (SSRs) to the holders of the Common Stock as of the Record Date (November 5 2012) The number of SSRs issued is equal to the product of (i) 03888 and (ii) 18757921 the number Common Shares outstanding as of the Record Date The estimated fair value of the SSRs completed by an independent third party as of September 30 2014 and February 22 201 3 was determined to be approximately $026 per SSR or $1 880 and approximately $021 per SSR or $1 532 respectively Expense recorded related to the SSRs was $1 880 in 2014 No expense was recorded in 201 3
46
STANDARD BANCSHARES INC AND SUBSI DIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (in thousands except share data)
Note 21 - Capital Management (Continued)
Stock Settled Rights (SSRs) (Continued)
The SSRs are structured as common stock dividends to be paid to certain common shareholders of the Company under specific conditions The amount of common stock to be distributed is determined by a formula that considers among other things the value of the outstanding common stock at the Settlement Date Settlement Date is defined as the earlier of (i) the date a liquidity event (an I POrecapitalization or a sale of control) occurs during the term of the SSRs and (ii) the SSR Expiration Date (February 22 201 8) The SSRs will be exercised based on the value of the common shares at that time subject to the Settlement Rate formula
The Accretion Rate is a component of the Settlement Rate It is either an middotannual rate of 80 or 120 with the value determined by the cum ulative economic losses that occur in the loan portfolio from June 30 201 1 to the time the SSRs are settled
On the Settlement Date the Company shall determine the number of shares of Common Stock issuable upon the settlement of an SSR The Settlement Rate shall be calculated based on a formula that considers among other factors the value per share of the common stock on a fully diluted basis reduced by the accretion rate with that number divided by the value per share of common stock on a fully diluted basis
If the Settlement Rate is greater than zero the Company shall issue and deliver to each of the SSR Holders a number of shares of Common Stock equal to the product of (i) the Settlement Rate multiplied by (ii) the number of SSRs held by such H older as reflected in the SSR register as of the close of business on the last Business Day prior to such Settlement Date
In connection with the occurrence of a Liquidity Event on or prior to the Expiration Date the Board of Directors may at its option and in its sole discretion order the redemption and the Company may redeem the SSRs in whole or in part at the redemption price per SSR based on a formula that considers the price per share of Common Stock at which the Company is valued on a fully diluted basis in connection with such Liquidity Event as determined in good faith by the Independent Committee plus a l l cash dividends paid oil the common stock from the date of issuance of the SSRs less $465 accreting on a daily basis at the Accretion Rate
The Company hired an independent third party firm to value the SSRs The following variables were taken into consideration when deriving a value for the SS Rs
1 ) The probability of a liquidity event (sale of control or PO) during the term of the SS Rs 2) The Accretion Rate assigned to the Settlement Rate of the SSRs 3) The estimated value of the Companys common stock at the earlier of a) a liquidity event or b)
the SSR Expiration Date (February 22 201 8) 4) The type of liquidity event that might occur 5) Future value parameters including a) tangible common book value b) earnings and c) market
conditions
The valuation of the common shares at the Settlement Date will depend on the Companys financial condition and the market pricing of financial institution stock both on a stand-alone basis and on a sale of control basis at that time
47
STANDARD BANCSHARES I NC AND SUBSIDIARI ES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (in thousands except share data)
Note 22 - Condensed Financial Statements
The Company was incorporated in I l linois on February 23 1 982 The Company accounts for its investment in subsidiaries under the equity method Under this method the investment is recorded at cost adjusted for the subsidiaries undistributed net income (loss) Presented below are the condensed financial statements of Standard Bancshares I nc (Parent Company Only)
Assets Cash Investment in subsidiaries Other assets
Total assets
CONDENSED BALANCE SH EETS DECEMBER 31 2014 AND 2013
Liabilities and shareholders equity Other liabilities Total stockholders equity
Total liabilities amp stockholders equity
2014 $ 4 163
264242 328
$268733
$ 2685 266048
$268733
CON DENSED STATEMENTS O F I N COME YEARS ENDED D ECEMBER 31 201 4 201 3 AND 201 2
2014 I ncome
Other income $
Expenses 2909 Loss before income taxes and equity in undistributed
earnings of subsidiaries (2909) Income tax benefit 88
Loss before equity in undistributed earnings of subsidiaries (2821)
Equity in undistributed earnings (loss) of subsidiaries 1 7 1 1 5
Net income (loss) 1 4294 Preferred dividends and discount accretion on preferred shares
Net income (loss) applicable to common shareholders $1 4294
48
201 3 $ 2 1 95
248 090 1 944
$252229
$ 322 251 907
$252229
201 3 201 2
$ $ 1
1 747 8539
(1 747) (8538) 291 1 0 1 7
(1 456) (7521) 9 629 (23241) 8 173 (30762) 1 1 24 4090
$ 7049 $(34852)
STAN DARD BANCSHARES INC AND SUBSIDIARIES
NOTES TO CONSOLIDATED FI NANCIAL STATEMENTS (in thousands except share data)
Note 22 - Condensed Financial Statements (Continued)
CONDENSE D STATEMENTS OF CASH FLOWS YEARS ENDED DECEMBER 31 2014 201 3 AND 201 2
Cash flows from operating activities Net income (loss)
Adjustments Equity in undistributed net (income) loss of subsidiaries Amortization Stock based compensation expense ( Increase) decrease in other assets Increase (decrease) in other liabilities
Net cash provided by (used in) operating activities Cash flows from financing activities
Issuance of common stock net of issuance costs Capital contribution to Standard Bank Repayment of note payable Cash Dividends
N et cash provided by financing activities
Net increase (decrease) in cash
Cash - beginning of year
Cash - end of year middot
Supplemental schedule of non-cash financing activities Change in par value on common stock Exchange of preferred stock to common stock
49
2014
$ 1 4294
( 17 1 1 5) 28
782 1 616 2363 1 968
1 968
2 1 95
$ 4 163
$ $
201 3
$ 8 1 73
(9629) 29
441 1 872
(4273) (3387)
68598 (41 500) ( 16 1 00)
(6026) 4972
1 585
6 1 0
$ 2 1 95
$ 4277 $63000
201 2
$(30762)
23241 6 1 67
( 1908) 2 043
( 1 2 1 9)
( 1 2 1 9)
1 829
$ 6 1 0
$ $
FORM FR Y-6
STANDARD BANCSHARES INC
Hickory Hills Illinois Year Ending Dccember31 2014
REPORT ITEM
1 The BHC Is not registered with the SEC Coples of the Annual Report Nil be sent undersepirate cover when completed
2a Organization Chart fo Standard BallCShares Inc
I THE BOULEVARD INC
SL John Indiana 100
JnCQrporated in Indiana
2b Branch Verification
STANDARD BANCSHARES INC Hickory Hills Illinois Jncorporateltl In Illinois
STANDARD BANKAND TRUST COMPANY Hickory Hills llllnois
Incorporated In lllnols 100
I STANDARD REDEVELOPMENT INC
Hickory Hills Illinois 100
Incorporated in Illinois
(Not subject to Y-10 reporting ) Code 91 CE - Liquidation Of debts previously contracted
The branch and lax-kl flStings were emailed to branch revieW on 223115
3 (1) As ofyear-end
Name and Address
Trident SBI Holdings lP Greeffilidl CT
Robert E Gallagher Sr Trust John D Gallagher Trustee Palos Heights IL
The Gallagher Standard Bancshares TR Timolhy J GaJagheuror Trustee Hickory Hitls IL
Pantheon Standard LP San Francisco CA
CohesVe Capital Parners LP New York NY W Capital Partners II LP NewYork NY
Couritrlt of Citizenship or lncorooratlon Number and Percentage Of Voting Serurtties
USA 5662194- 1483
USA 5516086 - 1444
USA 4382666 - 1 t47
USA 3762128-985
USA 2 150537 - S63
USA 2 150537 - 563
Note llle shares in the Robert E Gallagher Sr Tr are voted on by John D Gallagher Director of Standard Bank Tue shares Jn the Gallager Standard Bancshares Tr are voted on by Timolhy J Gallagher Director of Standard Bank
3 (2) OtherSharehofors oat listed in Section 3 (1) above that held more than 5 during the year
None
Resuhs A Ilse of branches forvour holdln1 company STANDARD 8ANCSHARES INC (1245590) or HICKORY HILLS IL
The d1ta are n of 12312014 Data re II Kb information tlat wu received aod processed throuah 01072015
Rconcill1Uon and Vc1Uon St I DI 1 In the DIH Action column of each br111Ch row enter one or mort of the actioru specified below
2 If required enter the date In the Ettcttve Olte column
-OK tf the bnch Information s correct enter OK in the Oita AdJon column
Chi nee If the bndl Information Is Incorrect Of Incomplete revt the data enter Chance In the Dita Action column ind the d11te when this infOfmation first became v1lid In the Effective Ote column
am If a bnch listed was sold or clowd enterOose In tht Dita Action column and the s1e or dosured11te In the EtfectW Olte colurm
Olete If a bru1eh listed wu never owntd by this depository Institution enter Delete In the Oeta Acckgtn column
Add If a rt portable brtinch Is mlsslna lnStrt a row add the branch data ald entu Add In the Olt1 Action column and the opening or acquisition date In the Effecttve Date column
If prntln1 this list you m1y need to adjust your page Utup In MS E11ce1 Try using landscape orientation page sollria andor legal sized paper
Submlnion PfOOtdurbull When you ire finished send a saved copy to vour FRB contact Su the detailed lnlttldlons on this si for more informatlon
II voY are mailinamp this to your FRB conttct put your lnstitutlon name dty and state In the subjact llrie of the e-nWI
Note To satisfy the FR Y-10 reportln1 requirements YoU must tiho submit FR Y-10 Domestic Branth Schedules for each branch with a Data Actlon of Olan1e Close Delete or Add
Thbull FR Y-10 report may be submitted 1n a hardcopy format or 11ia the FR Ymiddot10 OnH11e application middot httpsylOonllnefederalrerve1ov
bull FDtC UNINUM Office Number and ID_RSSO co1unvu ara for reference only Verification of these values is not required
- - 8nch Suvlce Type Branch 10 RSSO ia- terNeme Street Address City
ok FuUServltefHud Officel 19730 STAN OARD BANK ANO TRUST COMPANY 7800 WEST 9STH STREET HICKORY HILLS
ok Full Service 3202168 BOLINGBROOK BRANCH 282 NORTH WEBER ROAD BOLINGBROOK
ok Limited Strvce 4126065 CALUMET CITY 1968 SIBLEY BOULEVARD CALUMET CITY
FullSetvke 3309928 CLARK STREET 8RANOi 3747 NORnt CLARK STREET atlCAGO
ok FullServiett 474339 EWING BRANOf 10635 SOUTH EWING AVENUE CHICAGO
ok Full Servtce 2079925 HEGWISCH BRANCH 13336 SOUTH BALTIMORE AVENUE CHICAGO
ok limited Se-rvke 20817)5 SOUnt DERRING FACILITY 10535 SOVTH TORRENCE AVENUE CHICAGO
Full Service 4099271 THOREK BRANOi 836 WEST IRVING PARK ROAD OUCAGO
ok Full Service 2121280 COAL CITY BRANot 20 SOUTH KANKAKEE COAlCITY
full Service 2809038 EVERGREEN PARK BRANCH 2400 WEST 95TH STREET EVUtGREEN PARK
ok Full Service 3188909 FRANKFORT BRANCH 19997 LA GRANGE ROAD FRANKFORT
Full5etvice 810436 CiARONERBRANCJ1 118 DEPOT STREET GARDNER
ok FultSrvlct 3188897 JOLIET ampRANCJ1 2398 ESSINGTON ROAO JOLIET
Full Service 3439553 LOClCPORT BRANCH 16545 WEST 159TH STREET LOCKPORT
ok Full Service 290931 LYONSlST AVENUE BRANCH 8601 OGDEN AVENUE LYONS
ok Full Service 3671504 MINOOKA BRANCH 515 WESTUS ROUTE 6 MINOOKA
ok LlmltcServfce 2111338 MOAAIS LISBON BRANCH 1433 USBON STREET MORRIS
ok Full Servkt 2809010 MORRIS ROUTE 6 BRANCH 1111 WEST US ROUTpound 6 MORRIS
Ful1 Servlct 2809047 NAPERVILLE BRANCH 1607 NORTH AURORA ROAD NAPERVILLE
ok full 5ervfce 2809056 NEW LENOX BRANCH 456 NELSON ROAD NEW LENOX
Full sMce 2103129 OAK FOREST BRANOf 15901 SOUTH CENTRAL AVENUE OAX FOREST
ok Full SeMct 3490255 OAK LAWN lllTH BRANOf 4700 WEST 111TH STREET OAK LAWN
ok Full Sfrvlce 2096717 OAK LAWN 95TH BRANCH 4001 WEST 95TH STREET OAK LAWN
ok Full Service 2295538 ORLAND PARK BRANCH lSCXJO SOUTH WOLF ROAD ORLAND PARt
State VpCode
IL 60457
IL 60440
IL 60409
IL E06H
IL 00617
IL 0063
IL 00617
IL 60613
IL 60416
IL 60805
IL 6042
IL 60424
IL 60435
IL 60441
IL 60534
I L 60447
IL 60450
IL 60450
IL 60563
IL 60451
IL 60452
IL 60453
IL 60453
IL 60467
County CawN FDICUNINUM Offb Numberbull Haad otfice Head Office 10 RSSD Comments
COOK UNITEO STATES 10748 0 STANOARO BANK ANO TRUST COMPANY 19730
Will UN ITED STATES 419532 34 STANDARD BANK ANO TRUST COMPANY 19730
COOK UNITED STATES 510611 44 STANDARD BANK AND TRUST COMPANY 19730
COOK UNITpound0 STATES 429662 35 STANDARD BANK ANO TRUST COMPANY 19730
COOK UNITED STATES 12089 18 STANDARD BANK AND TRUST COMPANY 73ltgt
COOK UNITED STATES 244100 20 STANDARD BANK ANO TRUST COMPANY 19730
COOK UNITED STATES 244099 19 STANDARD BANK ANO TRUST COMPANY 19730
COOK UNITED STATpoundS 510612 4S STANDARD BANKANDTRUSTCOMPANV 1973ltgt
GRUNDY UNITED STATES 263852 17 STANDARD SANK AND TRUST COMPANY 730
COOK UNITED STATES 13875 4 STAN OARD BANK AND TRUST COMPANY 19730
Will UNITED STATES 357237 15 STAN OARD BANK AND TRUST COMPANY 19730
GRUNDY UNITED STATES 7234 1 STAN DARO BANK ANO TRUST COMPANY 19730
Will UNITED STATES 238ASA 13 STANDARD BANK ANO TRUST COMPANY 19730
Will UNlTEO STATES 450324 38 STAN OARD BANK AND TRUST COMPANY 19730
COOK UNITED STATES 10912 22 STANDARD BANK ANO TRUST COMPANY 19730
GRUNDY UNITED STATES 465426 42 STANDARD BANK AND TRUST COMPANY 1973ltgt
GRUNDY UNITED STATES 266774 16 STANDARD BANK ANO TRUST COMPANY 1730
GRUNDY UNITED STATES 2243S6 10 STANDARD BANK AND TRUST COMPANY 19730
OU PAGE UNITED STATES 238451 6 STANDARD BANK ANO TRUST COMPANY 19730
Will UNITED STATpoundS 238452 11 STAN OARD BANK ANO TRUST COMPANY 19730
COOK UNTED STATES 244101 21 STANDARD BANK AND TRUST COMPANY 19730
COOK UNITED STATES 441863 36 STANDARD BANK AND TRUST COMPANY 19730
COOK UNITED STATES 238447 1 STANDARD BANK AND TRUST COMPANY 19730
COOK UNITED STATES 238450 5 STANDARD BANt AND TRUST COMPANY 19730
ok Fullrvke 2100379 PALOS 11HH BfANOl 11901 SOUTHWEST HIGHWAY PALOSPARIC ll 00464 COOK UNITED STATES 238448 2 STAN DARO BANK AND TRUST COMPANY 19730
ok rulSltVice 2427544 PALOS lllST BRANCH 9700WEST lllST STREET PALOS PARK ll 00464 COOK UNlTEOSTATES 238449 3 STAN DARO BANK AND TRUST COMPANY 19730
ot llmtedSrvke 3490273 NORTH RIVERSIDE BRANCH BJSOWEST CERMAK ROAD RlvtRSlDE ll COOK UNITED STATES 441864 37 STANDARD BANK AND TRUST COMPANY 19730
ot FuLServke 3202171 SHOREWOOD BRANOl 970 BROOK FOREST AVENUE SHOREWOOD It - t UNITED STATES 419531 33 STANDARD BANICANDTRUSTCOMPANY 19730
ok FulSrvlee 3188918 VILLA PARK BfWIOi 1 WESrRoostVrlTROAD VlltAPARIC It 50181 OUPAGE UNITED STATES 238455 14 STANDARDBANKANDTRUSTCOMPANY 19730
ok FulSrvke WllMINGTON BRANCH lOOSSOUTH WATER STREET WILMINGTON It 004 lt UNITED STATES 238453 12 STANDARD BANK AND TRUST COMPANY 19730
ok Fulfrvk 3197031 CHESTERTON BRANCH middot 755 JNDIAN BOUNDARY ROAD OIESTERTON IN PORTER UNITEDSTAlES 275664 32 STANDARD BANK AND TRUST COMPANY 19730
ok ruUrvic 2161D17 EASTCHCAGO BRANCH 4518 lNOANAPOUS BOULEVARD EAST CHICAGO IN 46312 lAKE UNITEDSTAlES 29 STANDARDSANKANDTRUSTCOMPANY 19730
ok Fulrvk 4913n HAMMOND BRANCH 1007 CALUMET AVENUE HAMMOND IN 46324 AKE UNITEDSTAlES 42227 30 STANDARD BANK AND TRUST COMPANY 19730
Fulrvlc 2161D3S HIGHtAND BRANCH 2930 RIDGE ROAD HIGHLAND IN 46322 UNITEOSTAlES 275659 27 STANDARD BANK AND lRUST COMP AN I 19730
ot Futtsrvke 2161044 LOWHl BRANCH 2090 EAST COMMERICALAVENUE LOWELL IN 463Sfgt21r AKE ONITEDSTAlES 275661 28 STANDARD BANK ANDTRUSTCOMPANI 19730
ok Full Srvlce 3439562 MERRlllVlllE BRANCH 579WESTUNCOlN HIGHWAY MERRlllVlllE IN 46410 AKE ONlEO STATES 450325 39 STANDARD BANK AND TRUST COMPANI 19730
ok Full Srvice 453712 SAINT JOHN BRANCH 9321 WICKER AVENUE SAINT JOHN IN 46373middot00 AKE ONtlEDSTATES 42414 26 STANDARD BANK AND rnusr COMPANY 19730
middot
Report ttem 4 Directors and Office (1) Name amp Address
J-Ohn R Barber New York NY
Christopher Doody Ne-vYork NY
1pound1 Pnncipal Occupation [rtmiddotrmiddotwittl BHC
Mariaging Partner eohesiVe ea pita I
Princlpal Storm Point Capital
(3) (bull) TrtiePosition with BHC Diredor
Director
FORM FR Y-9
STANDARD BANCSHARES INC Fiscal YearEnding Decttmber3112014
(3) lb) ltlePosition wffi1 Subsidiaries
NIA
NIA
(3) (c TrtlePosltlon wttn otherbuslne$es
Managtng Partner Cohesive Capital
Principal Stone Point Ciipitit
bull Stone Point ls the manager of the TriOOnt funds which are investment entities that own 25 or morn of the outstanding voting seairities orinlerests in various companles Mr Doody ls an ernployee and officer of Stone Point and is oo deemed to contror S1oria Point or the Trldent Funds He is not a principal securities holder of Stone Point or the Trident Funds The invstmenl committees of the Trident Funds are responsible for voting the shares or such companies and Mr Doody is not a member of the investment committees of the Trident Fonds A sctiedule of such companies in which U1e Trident funds hnve invested is available upon request
John o Gallagher Ortand Park IL
Managing Genera[ Partner OfdlarU Hill Bldg Co
Director Dior-standarU Bank
Managin9 GenerBi Partner Orchard HlllmiddotB1dg Co President Ordiard Hm Building Co Inc
Managing Member Qnhard Hill Construction LLC
Managing Membelt Austin Construction Co bull LLC
Presdenl Bougton Development Co
President ennStructildeg Co lnc
Prestdenl middot Farmingdare Development eomiddot
middotana9in middotRa -middot middot fariTijngdre _Mittwo middot
Pldciit_ _ Fam1r9dale Utilify Co_
Managing Partner Frtz91erald Lad lnvestment Ptshp
(4) a) 1w of Voting Shares in BHC
563
middot1483
14450
(4)(o) (4) (b) Names of othfr companitts 4 of Voting (if 25 ormorl voting Shares in Subs securities a held
NIA
NIA
NIA
NIA
NIA
NIA
NIA
NIA
NIA
NIA
Dryden Cons1rudioo Co Inc 100
NIA
NIA
NIA
Frtzgerald Land Investment Plshp 25
(1) Name amp Mdlt=
John D Gallagher CJriand Pru IL
(2) Principal rbull _ BHC1
(3) (b) TdfePosition wiU1 SubsXfiarics
(J)(c TrtiePttSition wTUi other buslncssts
Trustee-Vote 100 Galla171ormiddot Henr)Tnisl
- Gallagher amp Henry Inc
Prumlaquo GaDaQhef Parloecs LP GB4 Jnc
Managing Partner Gl6mwod DevelopmElnt Co
Managmjl farlnelt Heruy Co Managmo Hermann Umd Investment Ptshp
Managing- Kolarlrugtd I lgthp Preltldeot Kokast -kimes Inc
PreSdenl Coo$trixtioo middotmiddot nc
- -MiAdams 400 Investment Ptshp
Msoagir(Q Partner Meifefl1 id lnpoundiiini _Pthp Managing Partner sr middotGod 1nVeslmoo Pbhp Managiog Partnef
-LampftPtshp TruSt6e
ThOGalfaghmiddotorSliujiini middot Trust
(4) (bull) of Voting Shares in BHC
(4) (b) of Voting Shares In SUbs
Names of other companies frf 25 degmom voting securiDes arn heJd NIA
NIA
NIA
NIA
NIA
NIA
NIA
Hennarm Lnnd Investment Ptshp 25
K6irland lovStrnerrlPiStip 25 NIA
NIA
NIA
Laod lNeStrnloi PlShp 25
df1li3 lfjJrlvtrpnt PWiP 25
Land l hp 25
e(Lao1fl PtShp 25_-xmiddotmiddot middot
standard tWesTrust 25 middot
(1) Name amp Address
Tnnothy J GsJlaghet Burr Ridge IL
(2) Principal Occupation [d other than with BHC)
(J) (a) TrltePosifion wtth BHC
(3)(b) TdiePosffion wittl Subskfcuies
OlaHrnan of the Board
(J) (c) TitlePosition with other businees
PreOOeot Brittany Glen Homeownoc l=gtc Suffield Woods Homeowner Assoc FanntngdaJe Viage Com Assoc fumlogdale Vdlage Com Assoc 2 Misty Meadoyenr Homeowner Assoc 1ltings1on Hills liomeOMler Assoc Gallagheramp Henrys Condos Goodiogs Grove Assoc Ganaghcr amp Heruys Goocfings Grove Umbretia Assoc Farmingdale Vil Cooos of Woodridge Homeowner Assoc Radc5ffe rtMe TOvlfflhomes Assoc
BNC OWnefs Assodatioo
Boughton Woodward Commenial Center LLC su-lgle MembeltUC- GB4 i5 member
Union Poirrte Investors Uc Sing1e MemberlLC- Union PcWe Oevclopmeot Co b member
Uoion POOte Buadlog Venture 1lLC Union 00rt lnvestorn LlC ts member Union Pofrrte Buikfing Venlilre 112 LLC Unton Point nveslor lLC is member
Union Pointe Boikfing Venture 3 LLC Union Poinl lnveslors UC is member
standgtnJ Bank -ALm1 Construction Co LlC
Pminlaquo Frtzyerald Lnnd Investment Pbttp
(lt)(bull) ofVotlng Shares in BHC
11520
(4) (b) ofVotiog Shares in Subs
NIA
Names of other companies (If 25 or l1XgtflJ voting securities aro held
NIA NIA NIA NIA NIA NIA NIA WA NIA NIA NIA
WA
NIA
WA
WA
NIA
NIA
WA
NIA
NIA
NIA
WA
WA
(1) =
Timothy J GJJbghctshyBorr Ridge IL
(2) Principal (if oUJef than wtth BHC)
3 (a) TitlePosition wilh BHC (3) 1c) Trtielosilion with other businesses ampcretuy amp Henry Inc
_ GieoMXgtd Developmeot Co
Partner Hermann Land Investment Pt5hp KOOr land Investment Ptstip
Secret3y Kolcast Homes loo
__ Koamp Construction Co Inc
Secrebgty Ordnrd Hin Buikfing Co Inc
Pa1nelt srrvb land 1ovestrnent Pshp -Smotelt Land Investment Ptshp Trustee- Vote 100 The Gollagher stmdafd
Trust
-- uruoo Pointe Development Co
lt4)(a) ofVotiog Shares in BHC
(4) (b) of Voting Shares In Sobs
tfamos of othcreomnk (lf25 ormoro vo6ng sccuritios arc held
NIA
NIA
NIA
Hennano Land Investment Ptshp 25
Kolar land Investment Pshp 25
NIA
NIA
NIA
Maas Land Investment Ptshp 25
McAdams Iand lnv=tmeni Plshp 25
Medema land lnvestme111 Ptshp 25
NIA
NIA
NIA
Slivka land Investment Plshp 25
SmoterUmd I Ptshp 25
Unkio Pointe Devdopmcot Co 25
(11 (21 Pl (a) 3 (b) 3) c) 4 (a) (4)b) Names of othelt com pan Name amp Adqross princi Occupation TJdcPositiorl TJHePositiorl TrticPosIDon of Voting of Voting [If 25 or mon voting
(if other than with Bl tc) wtth SHC with Subsidiaries with other businesses Shares In BHC Shares in Subs securities are heJd
Timothy J GaUagilet Slaquoretmy GB4 Inc SurRXgeIL GB4 lnc 251
Uoioo Polnte Bonding Venture 3 UC NIA Uoiont PoCnt lnves1ocs LLC is member
Lawraooe P Kelley NIA DirododVJCO Chaifman Oamp-edooVlce Chairman NIA 023lt))1 NIA NIA Pltullt IL PreraquoleoUCEO -0-0
standam Bank
Atampief Ko-arldt NIA DirodOlt Dirodoc NIA 0140 NIA NIA 1-fmsdak ll -
Howrd K Priess JI - deg Dirodoc Solo Pradiltgtoelt 0140 NIA NIA NapeMe IL Standard Bank
Owner White Oak Construction LlC Wh4te Oak Construction LLC 100
Robert A RoslKWt NIA Lead ndepcodeot Director oltedoc NIA D140( NIA NIA QOCago u standanl Bank
Charles E Shomo rv NIA deg Ciredor NIA 013lfI( NIA NIA Bur Ridgo IL standam Bank
Patrick J Hunt NIA _ Executive VPCFO NIA 008 NIA NIA Palos Heights IL EVPCfO standanl Bank
deg Scoltzu NIA Asst VPJAssl Asst VPAsst Secy NIA 00CXgt1 NIA NIA
Everyreen Park IL Sea-- SiandagtO Bank
STANDARD BANCSHARES INC AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (in thousands except share data)
Note 4 - Loans (Continued)
Unpaid Allowance for Average Interest
Principal Recorded Loan Losses Recorded Income December 31 2012 Balance I nvestment Allocated I nvestment Recognized
With no related allowance recorded Construction $ 2712 $ 1 819 $ $ 3600 $ 346
Commercial 1 763 1 410 1 931 7
Commercial real estate non-owner occupied 1 448 1 448 2451 1 5
Commercial real estate owner occupied 2238 2238 9805 60
Residential real estate
Consumer ---1Jlllli - ---1Jm --- ---
Subtotal $1 0056 $ 741 3 L___ $1 9690
With an allowance recorded Construction $43737 $ 39645 $12359 $45048 $ 455
Commercial 270 270 271 276
Commercial real estate non-owner occupied 27925 27489 1 1 777 20670 709
Commercial real estate owner occupied 4584 4584 1 782 4252 88
Residential real estate 3824 1 622 802 3842 88
Consumer 2885 ____LlQsect ______lQg Subtotal $83225 $ 7481 6 $27300 $76986 $ 1 373
Construction $46449 $41 464 $1 2359 $48648 $ 801 Commercial 2033 1 680 271 2207 7
Commercial real estate non-owner occupied 29373 28937 1 1 777 23121 724
Commercial real estate owner occupied 6822 6822 1 782 14057 148
Residential real estate 3824 1 622 802 3842 88
Consumer 4 780 1 704 ______lQg _isectQ1 ___TI Total Sfil281 $R222_9_
Interest income recognized includes interest accrued and collected on the outstanding balances of accruing impaired loans as well as interest cash collections on non-accruing loans and impaired loans for which the ultimate collectability of principal is not certain
24
STANDARD BANCSHARES INC AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (in thousands except share data)
Note 4 - Loans (Continued)
The following is an analysis of the age of the recorded investment in past due and nonaccrual Joans
December 31 2014
Construction
Commercial Commercial real estate
non-owner occupied Commercial real estate
owner occupied Residential real estate
Consumer
Total
December 31 201 3
Construction
Commercial Commercial real estate
non-owner occupied Commercial real estate
owner occupied
Residential real estate
Consumer
Total
Credit Qu ality Indicators
30-59 days
$ 398
714
122 726
1 457
30-59 days
$
1 89
41
61
907
_____sectQl_ $2 061
90 days or more past
due and 60-89 days accruing
$ 72 $
1 53
290 533
1 1 5 944 1 5
_filsect ___fil_ S2115 $_Z1fi
90 days or more past due and
60-89 days occruing
$ 672 $
66
770
395 1 9
886 248
-11sect _____sect $2 907 $_3j_Q
Total Past Current Non-accrual Due Loans Total
$20252 $20722 $ 89621 $ 1 1 0343
871 1 738 447603 449341
7291 81 1 4 41 8929 427043
26 1 2 2849 566420 569269 6424 8109 1 1 0503 1 1 861 2
4 039 6235 90 831 97 066
$41 489_ $1 723 907 $1 V1 674
Total Past Current Non-accrual Due Loans Total
$1 7361 $18033 $ 1 22261 $ 1 40294
479 734 324164 324898
6230 7041 412734 41 9775
131 08 13583 537317 550900
551 8 7559 1 09784 1 1 7343
4 1 76 5200 1 03 464 1 08 664
$52 150 $1 609 724 $1 661 874
The Company categorized its non-homogenous Joans into risk categories based on relevant information about the ability of borrowers to service the debt such as among other factor$ current financial information historical payment experience credit documentation public information and current economic trends The Company analyzes loans individually by classifying the Joan as to credit risk This analysis is done annually on a Joan by loan basis The Company uses the following definitions for classified risk ratings
Pass Loans classified as Pass are considered to be performing Joans that have adequate cash flow andor collateral based upon our underwriting process
Special Mention Loans classified as special mention have a potential weakness that deserves managements close attention If left uncorrected these potential weaknesses may result in deterioration of the repayment prospects for the Joan or of the institutions credit position at some future date
25
STANDARD BANCSHARES INC AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (in thousands except share data)
Note 4 - Loans (Continued)
Substandard Loans designated as substandard are inadeq uately protected by the current net worth and paying capacity of the obligor or the collateral pledged if any Loans have a wellshydefined weakness or weaknesses that jeopardize the liquidation of the debt They are characterized by the distinct possibility that the Bank will sustain some loss if the deficiencies are not corrected
Performing Not Rated Loans classified as Performing Not Rated are considered to be performing loans at the time of u nderwriting but historically ones in which we do not obtain updated financial information after the loans are originated These are generally consumer loans first mortgage home loans and home equity loans
Loans not meeting the criteria above are analyzed individually as part of the above described process and are considered to be unclassified loans Based on the most recent analysis perfornied the loan risk classifications are as follows
Special Performing December 31 2014 Pass Mention Substandard Not Rated Total
Construction $ 80127 $ 7719 $ 21249 $ 1 248 $ 1 1 0343
Commercial 442867 4915 1 559 449341
Commercial real estate non-owner occupied 399762 1 8880 8401 427043
Commercial real estate owner occupied 531 31 5 27295 1 0659 569269
Residential real estate 29747 1 1 9 8250 80496 1 1 8612
Consumer 8 91 0 312 5 939 81 905 97 066
Total $1 192 728 $ 59240 $ 56 057 SJ63 649 S1 ZZJ 6H
Special Performing December31 2013 Pass Mention S ubstandard Not Rated Total
Construction $ 90330 $ 9396 $ 37394 $ 3174 $ 1 40294
Commercial 309074 1 0445 4489 890 324898
Commercial real estate non-owner occupied 400738 10570 8467 419775
Commercial real estate owner occupied 502095 1 0840 37965 550900
Residential real estate 3567pound 1 09 7881 73677 1 17 343
Consumer 9 099 -----1fill 7 828 89 826 1 08664
Total SJ 47 OJ2 M32Z1 $104 021 S167 567 $1 661 871
The Bank considers the performance of the loan portfolio and its impact on the allowance for loan losses For residential and consumer loan classes the Bank evaluates credit q uality based on the payment and aging status of the loan Payment status is reviewed on a q uarterly basis with respect to determining adequacy of the allowance for Joan losses
26
STAN DARD BANCSHARES INC AND SUBSI DIARIES
NOTES TO CONSOLI DATED FI NANCIAL STATEMENTS (in thousands except share data)
Note 4 - Loans (Continued)
Tro ubled Debt Restructurings (TOR)
Loans classified as TD Rs totaled $1 8541 as of December 31 201 4 of which $1 5665 were performing and $2876 were on non-accrual loans classified as TDRs totaled $1 8095 as of December 31 201 3 of which $1 6596 were performing and $1 499 were on non-accrual
The Bank has allocated $1 797 and $ 1 3 1 4 in specific reserves to customers whose loan terms have been modified in troubled debt restructurings as of December 31 201 4 and 201 3 The Bank has committed to lend additional amounts of $45 and $26 as of December 31 201 4 and 201 3 to customers with outstanding loans that are considered to be troubled debt restructurings These loans involved the restructuring of terms to allow customers to mitigate the risk of foreclosure or default by meeting a lower loan payment requirement based upon their current cash flow These may also include loans that renewed at existing contractual rates but below market rates for comparable credit For commercial loans these m odifications typically include a lowering of the interest rate on the loan In some cases the modification will include separating the note into two notes with the first note structured to be supported by current cash flows and collateral and the second note made for the remaining unsecured debt The second note is charged off immediately and collected only after the first note is paid in full This modification type is commonly referred to as an A-B note structure For consumer mortgage loans the restructuring typically includes a lowering of the interest rate to provide payment and cash flow relief For each restructuring a comprehensive credit underwriting analysis of the borrowers financial condition and prospects of repayment under the revised terms is performed to assess whether the structure can be successful and that cash flows will be sufficient to support the restructured debt Anmiddot analysis is also performed to determine whether U1e restructured loan should be on accrual status Generally if the loan is on accrual at the time of restructure it will remain on accrual after the restructuring In some cases a nonaccrual loan may be placed on accrual at restructuring if the loans actual payment h istory demonstrates it would have cash flowed under the restructured terms After six consecutive payments under the restructured terms a nonaccrual restructured loan is reviewed for possible upgrade to accruing status
As with other impaired loans an al lowance for loan loss is estimated for each TOR based on the most likely source of repayment for each loan For impaired loans secured by real estate that are collateral dependent the allowance is computed based on the fair value of the underlying collateral For impaired loans where repayment is expected from cash flows from business operations the allowance is computed based on a discounted cash flow computation
27
STANDARD BANCSHARES INC AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (in thousands except share data)
Note 4 - Loans (Continued)
Troub led Debt Restructurings (TOR) (Continued)
The following table presents loans by c lass modified as troubled debt restructurings that occurred during the years ended December 31 2014 and 2013
Pre- Post-modification modification
Number outstanding outstanding 2014 of loans recorded recorded
investment investment Construction 1 $ 706 $ 813 Commercial real estate owner occupied 2 483 564 Residential real estate 3 1206 1 206 Consumer 5 563 563
Total 11 $2958 $3146
2013 Commercial real estate non-owner occupied 3 $14371 $ 8 670 Commercial real estate owner occupied 3 3505 3581 Commercial 2 1758 1804 Residential real estate 1 403 403
Total 9 $20037 $1 4458
The troubled debt restructurings modified in 2014 and 2013 described above increased the allowance for credft losses by $784 and $317 and did not result in any post-modification charge offs during the years ended December 31 2014 and 2013 respectively
28
STAN DARD BANCSHARES I NC AND SUBSIDIARI ES
NOTES TO CONSOLI DATED FI NANCIAL STATEMENTS (in thousands except share data)
Note 4 - Loans (Continued)
Tro uble d Debt R estructurings TOR ) (Continued)
The following table presents troubled debt restructurings by class and type of modification that occurred during the years ended December 31 2014 and 2013
AB Note Rate Restructure Reduction
2014 Construction $ $ -
Commercial real estate owner occupied 48
Residential Real Estate Consumer 218
Total $ $266
AIB Note Rate Restructure Reduction
2013 Commercial real estate non-
owner occupied $13901 $ 470 Commercial real estate
owner occupied 3073 Commercial 1758 Residential Real Estate 403
Total $13901 $5704
29
Rate Reduction
To Pay amp Advance Taxes of Funds
$ $ 706
435
$435 $ 706
Rate Reduction
To Pay amp Advance Taxes of Funds
$ $
432
$432 $
I nterest Only
Period
$
1206 345
$1551
I nterest Only
Period
$
$
Total
$706
483 1206
563 $2958
Total
$14371
3505 1758
403 $20037
STANDARD BANCSHARES I NC AND SUBSI DIARIES
NOTES TO CONSOLI DATED FINANCIAL STATEMENTS (in thousands except share data)
Note 4 - Loans (Continued)
Troubled Deb t Restru cturings (TOR) (Continued)
The following table presents loans by class modified as troubled debt restructurings for which there was a payment default within twelve months fol lowing the modification during the year ended December 3 1 2014 There were no payment defaults within twelve months following the modification during the year ended December 31 201 3
2014 Commercial
N umber of loans
1
Recorded Investment
$1 600
The troubled debt restructurings that subsequently defaulted in 2014 described above increased the allowance for credit losses by $233 during the year ended December 31 2014 In 2013 there were no troubled debt restructurings for which there was a payment default within twelve months following the modification The troubled debt restructurings resulted in $1600 of charge offs during the year ended December 31 201 4 The troubled debt restructurings did not result in any charge offs during the year ended 2013
Note 5 - Mortgage Servicing Rights
Following is a summary of the activity for mortgage servicing rights
Beginning balance Costs capitalized Accumulated amortization
Ending balance
2014 $ 2726
544 (835)
$ 2 435
2013 $ 2169
1 339 (782)
$ 2 726
2012 $ 1525
1434 (790)
$ 2 169
The aggregate fair value of mortgage servicing rights is based on fundamental analysis and the present value of expected future cash inflows In estimating fair value assumptions have been made regarding prepayment default and interest rates Mortgage servicing rights do not trade in an active market with readily observable prices The Company uses an independent third party to determine the fair value of mortgage servicing rights by estimating the fair value of the future cash flows associated with the mortgage loans being serviced Key economic assumptions used in measuring the fair value of mortgage servicing rights include but are not limited to prepayment speeds discount rates delinquencies and costs to service
A fair market estimate was completed by an independent third party in November 201 4 to determine the amount at which the asset could be exchanged in a current transaction between willing parties other than in a forced liquidation or sale Fair value was estimated based in part on the discounted future cash flows estimated to be received The evaluation used a discount rate for each pool of loan servicing rights which is intended to represent the estimated market yield and estimated cash flow for each pool of servicing rights by utilizing an assumed prepayment speed based on the characteristics of each pool No assurance can be given that the actual prepayments will conform to the prepayment speeds assumed The calculated fair value was compared to market values where possible to ascertain the reasonableness of the valuation in relation to the current market expectations
Mortgage servicing rights outstanding Estimated fair value as a percentage of loans serviced Principal value of loans serviced Estimated fair value of servicing rights outstanding
30
201 4 $ 2435
083 $394217 $ 3272
201 3 $ 2726
083 $382221 $ 3 1 72
STANDARD BANCSHARES INC AND SUBSIDIARIES
NOTES TO CONSOLI DATED FINANCIAL STATEMENTS (in thousands except share data)
Note 6 - Premises and Equipment
Major classifications of these assets are summarized as follows
Land Bank premises Furniture and equipment
Accumulated depreciation Premises and equipment - net
2014 $ 21 699
58 179 31 388
1 1 1 266 (50352)
$ 609 14
201 3 $ 2361 0
69 1 33 44467
1 3721 0 (71 428)
$ 65782
Depreciation expense amounted to $3479 $3668 and $3949 in 2014 201 3 and 2012 respectively_
The Company sold land buildings and vehicles for total proceeds of $1 824 $2 and $1 8 resulting in gross gains on sales of $49 1 $1 and $ 1 8 in the years ending December 3 1 2014 201 3 and 201 2 respectively
In December 2014 the Company signed a definitive agreement to enter into a sale-leaseback of land and buildings for two of its locations The Company designated $ 1 462 of premises as held for sale No write-down was taken at the time of transfer as the assets were anticipated to be sold at a gain In February 2015 the Company closed on a transaction a portion of the gain on sale was recognized in non-interest income The remaining gain was deferred and will be amortized into non-interest income over the lease term
Note 7 - Other Real Estate Owned
Activity in other real estate owned is summarized as followsmiddot
Beginning balance Acquired through or in lieu of foreclosure Proceeds from sales Gain (loss) on sales Write down on other real estate owned
Ending Balance
2014 $ 1 2 930
6 035 (2004)
426 ( 1 1 54)
$1 6233
2013 $1 6896
3 912 (51 35)
170 (2913)
$1 2930
201 2 $ 1 1 496
1 2 1 08 (4096)
(1 36) (2476)
$ 1 6 896
Operating expenses associated with other real estate owned net of write-downs on other real estate owned were $498 $1 96 and $976 in 2014 201 3 and 201 2 respectively
Note 8 - Intangibles
Core deposits Accumulated amortization Core deposits net
2014 2013
$ 8946 (7798)
$ 1 148
$ 8946 (7 1 05)
$ 1 841
Amortization expense amounted to $693 $789 and $885 in 2014 2013 and 20 12 respectively Core deposit intangibles are amortized over an estimated life of fifteen years
middot----- l n-201-2-the-Gompany-reGorded-a-ful l-write-down-of-$239g7-of-goodwill-as-it-was-determined-t0-be--shy
impaired_
3 1
STAN DARD BANCSHARES INC AND SUBSI DIARIES
NOTES TO CONSOLI DATED FI NANCIAL STATEMENTS (in thousands except share data)
Note 9 - Bank Owned Life Insurance
The Bank acquired life insurance policies through prior bank acquisitions and by direct purchase At December 3 1 2014 and 2013 the cash surrender value of these policies was $48470 and $47033 respectively No additional l ife insurance was purchased during 2014 or 2013
Note 10 - Deposits
Deposits at December 3 1 2014 and 2013 by major category are as follows
Demand deposits Non-interest-bearing Interest-bearing
Total demand deposits Savings deposits Time deposits Brokered deposits
Total deposits
2014
$ 612646 492 799
1 1 05445 374142 405857 1 08 1 28
$1 993 572
201 3
$ 536325 525 145
1 061 470 36341 8 427815
66 402
$1 91 9 1 05
The aggregate amount of deposits reclassified as loans (overdrafts) amounted to $2548 and $2781 at December 3 1 2014 and 201 3 respectively
Time deposits that met or exceed the FDIC insurance limit of $250 at year-end 201 4 and 2013 were $1 1 0 1 77 and $92681 respectively
At December 3 1 2014 scheduled maturities of certificates of deposit including brokered deposits are as follows
201 5 2016 2017 201 8 201 9 2020 and thereafter
$408455 65585 1 9838
9830 1 0277
$513 985
Deposits from related parties totaled $33614 and $32595 at December 31 2014 and 201 3 respectively
32
STANDARD BANCSHARES INC AND SU BSI DIARIES
NOTES TO CONSOLI DATED FINANCIAL STATEMENTS (in thousands except share data)
Note 1 1 - Advances from Federal Home Loan Bank
There were no outstanding advances with the Federal Home Loan Bank at December 3 1 201 3 The indebtedness to the Federal Home Loan Bank at December 3 1 2014 was $1 5000 consisting of the following fixed rate advances
Due Date
June 27 201 6 June 27 201 6
Total advances
I nterest Rate
057 057
2014
$1 3000 2 000
$1 5 000
Al l advances and letters of credit from the Federal Home Loan Bank (FHLB) were secured by a g eneral lien on qualifying commercial real estate residential mortgages and home equity loans of the Bank Each advance is payable at its maturity date with a prepayment penalty for fixed rate advances Letters of credit outstanding from the FHLB totaled $3872 and $41 946 at year-end 2014 and 201 3 respectively The advances and letters of credit were collateralized by $679990 of commercial real estate and mortgage loans in 2014 and $203845 of mortgage loans under a blanket lien arrangement at year-end 2013 Based on this collateral and the Companys holdings of FHLB stock the Company was eligible to borrow up to a total of $26951 3 at year-end 2014
Note 1 2 - Other I ncome
Other income consists of the following
Gain (loss) on sale of other real estate owned Gain on sale of premises and equipment Debit cardATM fees Trust feesBrokerage Fees Loan fees and commissions Cash management Bank Owned Life Insurance income Miscellaneous income
Total other income
33
2014
$ 426 491
28 1 8 2533
658 2641 1 437
921
lll 1 925
201 3 201 2
$ 1 70 $ ( 1 36) 1 1 8
2935 2829 2364 1 927
680 932 2286 2020 1 437 1 469 1 267 886
ll1 1 1 40 ll 9 945
STANDARD BANCSHARES INC AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (in thousands except share data)
Note 1 3 - Employee Benefit Plans
Profit Sharing
The Companys bank subsidiary maintains a defined contribution 401 (k) Plan Under terms of the Plan employees meeting age and service requirements may elect to have their compensation reduced and have that amount contributed to the Plan as a salary deferral contribution The Bank at its discretion may make a matching contribution to the Plan equal to a u niform percentage of the salary deferral contributions Apart from any matching contribution the Bank may also make a separate discretionary contribution to the Plan The final liability for matching contributions if any is determined after yearshyend requiring the Bank to estimate its discretionary contribution expense at year end Contribution expense recorded by the Bank amounted to approximately $ 1 1 79 $1 254 and $ 1 685 for 2014 201 3 and 201 2 respectively
Non-Qualified Plan
The Bank maintains a non-qualified deferred compensation plan for a select group of management and employees as determined by the Board of Directors Annual awards if any are based o n preshyestablished performance criteria which are communicated to eligible employees Benefits under the Plan vest after a five year period The liability under the Plan was $403 and $503 as of December 3 1 2014 and 201 3 respectively There was n o expense recorded in 2014 2013 o r 2012
Non qualified Sto ck Option Plan
Pursuant to the Capital Raise Investment Agreements on February 1 2 20 1 3 the Board of Directors of the Company adopted the Standard Bancshares Inc Stock Option Incentive Plan to be effective immediately after the Closing of the capital raise (please refer to Note 21 ) Pursuant to the Stock Option Incentive Plan the Compensation Committee of the Board of Directors of the Company is authorized to grant Incentive Stock Option awards Nonqualified Stock Option awards or a combination thereof to certain officers directors consultants or employees of the Company or any of its Subsidiaries or Affiliates aggregating up to 5402524 shares of the Companys common stock
The option price per share of stock purchasable under a stock option shall not be less than 1 00 of the fair market value of the common stock on the day of the grant Stock option vesting is based o n two components 1 ) a time vested option that vests over four years one fourth on each of the first four anniversaries from the option grant date and 2) a performance vested option that vests if there is an exit event resulting in the investor actually realizing an internal rate of return (RR) greater than or equal to 1 2 based on their original investment of $465 per share on February 22 201 3 Vesting is subject to acceleration in certain circumstances The options will expire if not exercised within 1 0 years of the
middot
date of grant and under certain other (employment) circumstances
The fair value of options granted was estimated on the date of grant using the Black Scholes optionsshypricing model using the assumptions noted in the table and commentary below The risk free rate of return is based on the constant maturity yield of a US Treasury note with a fixed rate term of 1 0 years at date of grant The volatility rate is derived from historical index values of publicly-traded commercial banks with assets between $1 and $5 billion Index values of comparably sized companies were used as a proxy because the Companys common stock is not exchange-listed and there is not an active trading market for the common stock The dividend yield assumption is based o n the Companys expected dividend payouts
34
STANDARD BANCSHARES INC AND SUBSIDIARI ES
NOTES TO CONSOLIDATED FI NANCIAL STATEMENTS (in thousands except share data)
Note 1 3 - Employee Benefit Plans (Continued)
Risk free rate of return
2014 20 1 3
275 1 97 Time remaining until expiration of the options Volatility rate
1 O years 1 0 years 1 392 1 587
Dividend yield 000 000
A summary of the activity in the non-qualified stock option plan for 2014 follows Weighted Average
Weighted Remaining Average Contractual
Number of Exercise Term Time Vested Stock Options Shares Price (in years)
2014 Outstanding at beginning of year 1 46651 5 $ 465 915
Granted 1 1 701 95 515 916 Exercised
Expired
Forfeited (23545) 494 870
Outstanding at end of year 2613 165 $ 487 860
Exercisable at end of year 366629 $ 465 815
2013 Outstanding at beginning of year $ Granted 1 466515 465 9 15 Exercised
Expired
Forfeited
Outstanding at end of year 1 465515 $ 465 9 15
Exercisable a t end o f year $
Aggregate Intrinsic Value
$ 1 1 1 8
$ 238
$ 733
$
The weighted average fair value of time vested options granted during 201 4 and 201 3 was $1 21 and $1 3 2 per option respectively
35
STANDARD BANCSHARES INC AND SUBSIDIARI ES
NOTES TO CONSOLIDATED FI NANCIAL STATEMENTS (in thousands except share data)
Note 1 3 - Employee Benefit Plans (Continued)
Performance Vested Stock Options 2014 Outstanding at beginning of year
Granted
Exercised
Expired
Forfeited
Outstanding at end of year
Exercisable at end of year
2013 Outstanding at beginning of year
Granted
Exercised
Expired
Forfeited
Outstanding at end of year
Exercisable at end of year
1 466515
1 170195
(26909)
2609801
1 465515
1 465515
$ 465
515
490
$ 487
$
$ 465
$ 465
$
91 5
91 6
864
860
g_1 5
91 5
$ 1 1 1 8
$
$ 733
$
The weighted average fair value of performance vested options granted during 201 4 and 201 3 was $040 for each year
Time Ve ste d O ption s
The Company recognized $782 and $44 I of stock-based compensation expense related to the granting of time vested stock options for the years ended December 20 14 and 2013 respectively There were no time vested options granted in 2012
As of December 3 1 201 4 there was $2 1 30 of total unrecognized compensation cost related to nonshyvestediime vested options granted underthe Plan The unrecognized cost is expected to be recognized over a weighted-average period of 26 years
Performan ce Veste d O ption s
The value of the performance vested options is a function of 1 ) the likelihood of a n Exit Event and 2) the likelihood of that Exit Event achieving the 1 2 IRR threshold These weighted average probabilities are then m ultiplied by the full value of a time vested option to derive the value of the performance options
The valuation methodology for the performance vested options involved ihree separate analysis
I Sale of control analysis 2 Initial public offering analysis 3 Remain private analysis
There was no expense recorded in 201 4 and 201 3 related to the performance vested options
There were no performance vested options granted in 201 2
36
STANDARD BANCSHARES INC AND SUBSIDIARI ES
N OTES TO CONSOLI DATED FI NANCIAL STATEMENTS (in thousands except share data)
Note 1 3 - Employee Benefit Plans (Continued)
As of December 3 1 2014 there was $1 059 of total unrecognized compensation cost related to nonshyvested performance vested options granted under the Plan The cost is expected to be recognized when it is determined that it is probable that a qualifying Exit Event will occur
Note 1 4 - Commitments
Operating Leases
The Bank leases property at various branch locations unde r terms that are considered to be an operating lease The leases expire in various years through 2020 Office rent expense was $728 $875 and $919 for 2014 2013 and 2012 respectively
Other Co mmitments
The Bank has a contract with a computer seNice company that expires in 201 6 Data processing expense was $2729 $2746 and $2424 for 201 4 201 3 and 2012 respectively
Annual future minimum payments for these agreements are as follows
Note 1 5 - Income Taxes
Year ending December 31 201 5 201 6 2017 20 1 8 201 9 2020 and thereafter
$3037 2884
394 203 1 26
1 6 $6 660
The components of the provision (benefit) for income taxes are as follows
Current Deferred Total Tax Expense (Benefit)
2014 $ 3494
7 1 62 $ 1 0656
201 3 $ 2373
3425 $ 5798
2012 $ 1 306
(6928) $ (5622)
The effective tax rate differs from the federal statutory rate primarily due to the following
Tax at statutory federal income tax rate Tax exempt interest income State income taxes net of federal benefit BOLi income Meals and entertainment Non-deductible expenses Goodwill impairment
201 4
$8483 (133) 1 5 1 6 (486)
77 76
Stock settled rights expense 639
201 3 $ 4750
(82) 766
(486) 84
1 02
2012 $(1 2371 )
(1 08) (866) (500)
79 80
8 1 55
O th enet--=====48=====664=--====(-l --
$1 0656 $ 5798 $ (5622)
37
STANDARD BANCSHARES INC AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (in thousands except share data)
Note 1 5 - Income Taxes (Continued)
The net deferred tax asset included at December 31 2014 and 2013 consists of the following
2014 201 3 Gross deferred tax assets
Allowance for loan losses $19212 $23305 Other real estate owned 2866 49 1 6 Non-accrual loan interest 4064 3 991 State net operating loss 1 835 2358 Accrued compensation 1 938 1 471 Depreciation 1 387 1 412 FNMA amp FHLMC preferred stock 1 270 1 270 Other assets 271 434
Total gross deferred tax assets $32843 $39 157
Gross deferred tax liabilities Purchase accounting adjustments $ 1 069 $ 1 282 Mortgage servicing rights 946 1 060 Unrealized gainloss on AFS securities 1 1 9 692 Other liabilities 1 306 1 31
Total gross deferred tax liabilities $ 3440 $ 3 165
Net deferred tax asset $29403 $35992
At December 31 2014 the Company has $33929 of Illinois net operating loss carryforwards expiring in 2025 and $2330 Indiana net operating Joss expiring in 2025 and 2026 which will be available to reduce future taxable income
The Company does not expect the total amount of unrecognized tax benefrts to significantly change in the next twelve months The Company recognized no interest andor penalties related to tax matters in tax expense
The Company and its subsidiaries are subject to US federal income tax as well as income tax of the state of Illinois and Indiana The Company is no longer subject to examination by taxing authorities for years before 201 0
3 8
STAN DARD BANCSHARES INC AND SUBSIDIARIES
NOTES TO CONSOLI DATED FI NANCIAL STATEMENTS (in thousands except share data)
Note 1 6 - Contingent Liabilities and Commitments
The Company does not reflect in its financial statements various commitments and contingent liabilities which arise in the normal course of business and which involve elements of credit risk interest rate risk and liquidity risk These commitments and contingent liabilities are commitments to extend credit commercial letters of credit and standby letters of credit A summary of the Banks commitments and contingent liabilities at December 31 is as follows
Commitments to extend credit under Unused commercial and other lines of credit Unused equity lines of credit Standby letters of credit
2014 201 3
$262907 46 125 42041
$234893 52905 40284
Commitments to extend credit commercial letters of credit and standby letters of credit a l l include exposure to some credit loss in the event of nonperformance of the customer The Banks credit policies and procedures for credit commitments and financial guarantees are the same as those for extension of credit that are recorded on the consolidated balance sheet Because these instruments have fixed maturity dates and because many of them expire without being drawn upon they do not generally present any significant liquidity risk to the Bank The Bank has not incurred any significant losses on its commitments in either 2014 201 3 or 2012
The Bank is party to litigation and claims arising in the normal course of business Management after consultation with legal counsel believes that the liabilities if any arising from such litigation and claims will not be material to the Companys consolidated financial position
Note 1 7 - Derivatives
D erivative contracts entered into by the Company are limited to those that are treated as non-designated derivative instruments The Company provides customers with interest rate swap transactions and offsets the transactions with interest rate swap transactions with inter-bank dealer counterparties as a means of offering risk management solutions to customers As ofDecember 3 1 2014 there were $6006 outstanding in notional values of swaps where the Company pays a variable rate of interest and the customer pays a fixed rate of interest This position is offset with counterparty contracts where the Company pays a fixed rate of interest and receives a floating rate of interest The estimated fair value of interest rate swaps was recorded as an asset of $207 and as a liability of $214 as of December 31 2014 Swaps with customers and inter-bank dealer counterparties are carried at fair value with adjustments recorded in other income The net effect of fai r value adjustments running through the income statement was immaterial during the year ended December 31 2014 There were no interest rate swap derivatives as of December 3 1 2013
3 9
STANDARD BANCSHARES I NC AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (in thousands except share data)
Note 1 8 - Financial I nstruments Fair Value Disclosure
The fair value measurement accounting Hterature establishes a fair value hierarchy which requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value The standard describes three levels of inputs that may be used to measure fair value
1 Level 1 - Unadjusted quoted mariltet prices in active markets that are accessible at the measurement date for identical unrestricted assets
2 Level 2 - Significant other observable inputs other than Level 1 prices such as quoted market prices for similar assets and liabilities quoted prices in markets that are not active or other inputs that a re observable or can be corroborated by observable market data
3 Level 3 - Signlficant unobservable inputs that reflect a reporting entitys own assumptions about the assumptions that mariltet participants would use in pricing an asset o r liability
A financial instruments level within the fair value hierarchy is based on the lowest level of input that is significant to the fair value measurement
Fair values of assets measured on a recurring basis at December 3 1 2014 and 2013 are as follows
De ce mbe r31 2014 Financial Assets
Securities available-for-sale US government sponsored entities and agencies Mortgage-backed securities - residential Equity securities
Total securities available-for-sale
Derivatives
Financial Liabilities
Derivatives
De ce mbe r 31 2013 Financial Assets Securities available-for-sale
US government sponsored entities and agencies Mortgage-backed secu rities - residential Equity securities
Total securities available-for-sale
Fair Value
$1 46307 3668 4 41 9
$1 54 394
$ 207
$ 214
$ 1 24431 1 2203
2 954 $ 1 39 588
Fair Value Measurements Usin1 Quoted Significant P rices Other
in Active Observable Markets Inputs (Level 1 ) (Level 2)
$
392 $ 392
$ -
$ -
$
$1 46307 3668 4 027
$1 54 002
$ 207
$ 2 1 4
$ 1 24431 12203 1 984
$1 38 61 8
Significant Unobservable
Inputs (Level 3)
$
$
$
$
$
$
As of December 31 2014 and 2013 there were no transfers between levels
40
STANDARD BANCSHARES I NC AND SUBSI DIARIES
NOTES TO CONSOLI DATED FI NANCIAL STATEMENTS (in thousands except share data)
Note 1 8 - Financial I nstruments Fair Value Disclosure (Continued)
The fair values of marketable equity securities available-for-sale are generally determined by quoted market prices in active markets for each specific security (Level 1 measurement inputs) If Level 1 measurement inputs are not available for a marketable equity security the fair value is determined by the quoted market price of a similar security traded in an active market (Level 2 measurement inputs)
The fair values of debt securities available-for-sale are generally determined by matrix pricing which is a mathematical technique widely used in the industry to value debt securities without relying exclusively on quoted market prices for the specific securities b ut rather by relying on the securities relationship to other benchmark quoted securities (Level 2 measurement inputs)
Derivative s
The fair value of derivatives are based o n valuation models using observable market data a s of the measurement date (Level 2) Our derivatives are traded in an over-the-counter market where quoted market prices are not always available Therefore the fair values of derivatives are detenmined using quantitative models that utilized multiple market inputs The inputs will vary based on type of derivative but could include interest rates prices and indices to generate continuous yield or pricing curves prepayment rates and volatility factors to value the position The majority of market inputs are actively quoted and can be validated through external sources including brokers market transactions and thirdshyparty pricing services
Fair values of assets measured on a nonrecurring basis are as follows
Oe ce mbe r31 2014 Other real estate owned net Impaired loans Loans held for sale Mortgage servicing rights
De ce mbe r 31 2013 Other real estate owned net Impaired loans Loans held for sale Mortgage servicing rights
Fair Value
$ 1 6233 41 895
8274 2435
$12 930 54 1 62
5408 2726
Fair Value Measurements Using Quoted Significant Prices Other
in Active Observable Markets Inputs (Level 1 ) (Level 2)
$ $
8274
$ - $
5408
Significant Unobservable
Inputs (Level 3)
$ 1 6233 41 895
2435
$1 2930 541 62
2726
Other real estate owned are initially recorded at fair value less costs to sell when acquired and are subsequently measured at the lower of cost or fair value less estimated costs to sell Fair values are based on third party appraisals of the property or internal valuations on smaller properties using comparable market data and various external resources resulting in a level 3 classification When the carrying value exceeds the fair value less costs to sell an impairment loss is recognized
The fair value of impaired loans secured by real estate with specific allocations of the allowance for loan --------- 1osses-is-generally-based-on--recent-real-estate-appraisals-or-internal-valuations-on-smaller-prnperties--shy
using comparable market data and various external resources These appraisals may utilize a single
41
STANDARD BANCSHARES INC AND SUBSI DIARIES
NOTES TO CONSOLI DATED FI NANCIAL STATEMENTS (in thousands except share data)
Note 1 8 - Financial Instruments Fair Value Disclosure (Continued)
valuation approach or a combination of approaches including comparable sales and the income approach resulting in a level 3 classification
Loans held for sale are carried at the lower of cost or fair value which is evaluated on a pool-level basis The fair value of loans held for sale is determined using quoted prices for similar assets adjusted for specific attributes of that loan or other observable market data such as outstanding commitments from third party investors resulting in a level 2 classification
The Company records its mortgage servicing rights at fair value and includes them in other assets in the Consolidated Balance Sheets Mortgage servicing rights do not trade in an active market with readily observable prices Fair value is based on market process for comparable mortgage servicing contracts when available or alternatively is based on a valuation model that calculates the present value of estimated future net servicing income Key economic assumptions used in measuring fair value of mortgage servicing rights at December 31 2014 included prepayment speeds maturities and discount rates While market based data is used to determine the assumptions the Company incorporates its own estimates of the assumptions market participants would use in determining the fair value of mortgage servicing rights which results in a level 3 classification
De cembe r 31 2014 Assets Cash and cash equivalents Securities held-to-maturity Securities available-for-sale Loans - net Loans held for sale Federal Home Loan Bank stock at cost Accrued interest receivable Derivatives
Liabilities
Deposits Federal Home Loan Bank advances Accrued interest payable Derivatives
De ce mbe r 31 2013 Assets
Cash and cash equivalents Securities held-to-maturity Securities available-for-sale Loans - net Loans held for sale Federal Home Loan Bank stock at cost Accrued interest receivable
Liabi lities Deposits Accrued interest payable
42
Carrying Value
$ 1 99476 3888
1 54394 1 744331
8274 3247 59 1 9
207
$ 1 993572 1 5000
265 214
$ 234 1 83 1 762
1 39588 1 61 9995
5408 3 143 5 576
$1 91 9 1 05 286
Fair Value
$ 1 99476 3 564
1 54394 1 798279
8274 3247 591 9
207
$1 992796 1 4984
265 214
$ 234 1 83 1 41 5
1 39588 1 679668
5408 3 143 5576
$ 1 920335 286
STANDARD BANCSHARES I NC AND SUBSI DIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (in thousands except share data)
Note 1 8 - Financial I nstruments Fair Value Disclosure (Continued)
In estimating the fair value of certain assets and liabilities not previously presented the following assumptions were made
Cash and Cash Equivalents
The carrying amounts of cash and equivalents reported in the balance sheet approximate fair value
Securities
Estimated fair values of securities are based on one of three models 1 ) quoted market prices where available 2) quoted market prices for similar instruments if quoted market p rices are not available 3) unobservable data that represents the Banks assumptions about items that market participants would consider in determining the fair value where no market data is available
L oans
Fair values of loans excluding loans held for sale are estimated as follows For variable rate loans that re-price frequently and with no significant change in credit risk fair values are based on carrying values Fair values for other loans are estimated using discounted cash flow analyses using interest rates currently being offered for loans with similar terms to borrowers of similar credit quality to calculate the present value of future contractual principal and interest cash flows and discounting them back to the present using a discount rate Impaired loans are valued at the lower of cost or fair value as described previously The methods utilized to estimate the fair value of loans do not necessarily represent an exit price
The fair value of loans held for sale is estimated based upon binding contracts and quotes from third party investors
Federal Home Loan Bank (FHLB) Stock
The carrying amounts reported in the balance sheet approximate fair value
Accrued Interest Receivable I Payable
The carrying amounts reported in the balance sheet approximate fair value
Deposits
The fair values disclosed for demand deposits (eg interest and non-interest checking passbook savings and certain types of money market accounts) are by definition equal to the amount payable on demand at the reporting date (ie their carrying amount) The carrying amounts of variable rate fixed-term money market accounts and certificates of deposit approximate their fair values at the reporting Fair values for fixed rate certificates of deposit are estimated using a discounted cash flows calculation that applies interest rates currently being offered on certificates to a schedule of aggregated expected monthly maturities on time deposits
Federal Home Loan Bank Advances
The fair value of Federal Home Loan Bank advances is estimated using discounted cash flow analyses --------based-on-the-currentborrowing-rate-of-similartypes-of-advances
43
STANDARD BANCSHARES I NC AND SUBSIDIARI ES
NOTES TO CONSOLI DATED FINANCIAL STATEMENTS (in thousands except share data)
Note 1 8 - Financial I nstruments Fair Value Disclosure (Continued)
Off-balance sh eet in strum ents
Fair asset andor liability value of off-balance sheet financial instruments as described in Note 1 6 may be estimated by applying fees currently charged for comparable commitments Based upon the qual ity of these commitments and their demand in the financial market it has been assumed that there is no material difference in the estimated fair value
Note 1 9 - TARP Capital Purchase Program
On April 24 2009 the Company entered into a Letter Agreement with the United States Department of Treasury (the Treasury) pursuant to which the Company sold to the Treasury 6000 shares of the Companys Fixed Rate Cumulative Perpetual P referred Stock Series A for $60 million and a warrant to acquire $3 million of Fixed Rate Cumulative Perpetual P referred Stock Series B for a nominal exercise price Immediately upon consummation of the closing the Treasury exercised the warrant and acquired the Series B Preferred Stock The Preferred Stock Series A qualified as Tier 1 capital and paid cumulative dividends q uarterly at a rate of 5 per annum The P referred Stock Series B qualified as Tier 1 capital and paid cumulative dividends quarterly at a rate of 9 per annum The difference between the initial carrying value that was allocated to the Series B Preferred Stock and its redemption value of $3 million will be charged to retained earnings (with a corresponding increase in the carrying value of the Series B Preferred Stock) over the first five years of the contract as an adjustment to the dividend yield using the level yield method During 201 1 the Company elected to suspend dividend payments For the year ended December 31 2012 total dividends of $3462 had been declared but not paid On February 22 201 3 1 3548387 of common shares were issued to the US Treasury in exchange for the $60 million and $3 million of Fixed Rate Cumulative Preferred Stock Series A and Series B respectively The Treasury subsequently sold those shares to institutional investors at $465 per share In addition the Company paid $6 million of dividends to the Treasury which included 1 00 of past due dividends and dividends due through February 22 2013
Note 20 - Regulatory Matters
The Companys primary source of cash is dividends received from its subsidiary bank The subsidiary bank is subject to certain restrictions on the amount of dividends that it may declare without prior regulatory approva L In addition the dividends declared cannot be in excess of the amount which would cause the subsidiary bank to fall below the minimum required for capital adequacy purposes
Banks and bank holding companies are subject to regulatory capital requirements administered by federal banking agencies Capital adequacy guidelines and additionally for banks prompt corrective action regulations involve quantitative measures of assets liabilities and certain off-balance-sheet items calculated under reg ulatory accounting practices Capital amounts and classifications are also subject to qualitative judgments by regulators Failure to meet capital requirements can initiate regulatory action Management believes as of December 3 1 2014 the Company and Bank meet al l capital adequacy requirements to which they are subject
Prompt corrective action regulations provide five classifications well capitalized adequately capitalized undercapitalized significantly u ndercapitalized and critically undercapitaized although these terms are not used to represent overall financial condition If adequately capitalized regu latory approval is required to accept brokered deposits If undercapitalized capital distributions are limited as is asset growth and expansion and capital restoration p lans are required At year-end 201 4 and 2013 the most recent reg ulatory notifications categorized the Bank as well capitalized under the regulatory framework for prompt corrective action There are no conditions or events since that notification that management believes have changed the institutions category
44
STAN DARD BANCSHARES I NC AND SUBSI DIARI ES
NOTES TO CONSOLIDATED FI NANCIAL STATEMENTS (in thousands except share data)
Note 20 - Regulatory Matters (Continued)
The Banks actual and required capital amounts and ratios are as follows
To Be Well Capitalized U nder
For Capital Prompt Corrective Actual Adeguac[ Puqoses Action Provisions
Amount Ratio Amount Ratio Amount Ratio As of December 31 2014 Total Capital
(to risk-based assets) Company $271 785 143 $ 152226 80 NA NA Bank 269993 1 42 1 52229 80 $1 90286 1 00
Tier I Capital (to risk-based assets) Company 247887 1 30 76 1 1 3 40 NA NA Bank 246093 129 761 14 40 1 14 171 60
Tier I Capital (to average assets) Company 247887 1 08 92 1 26 240 NA NA Bank 246 093 1 07 92 1 09 240 1 1 5 1 36 2 5 0
As of December 31 2013 Total Capital
(to risk-based assets) Company $246213 1 38 $142344 280 NA NA Bank 244607 1 38 1 42 170 280 $ 1 77713 2100
Tier I Capital (to risk-based assets) Company 223444 126 71 1 72 240 NA NIA Bank 221 838 1 25 71 085 240 1 06628 2 60
Tier I Capital (to average assets) Company 223444 1 03 86430 240 NIA NA Bank 221 838 1 03 86450 240 1 08 063 2 50
45
STANDARD BANCSHARES INC AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (in thousands except share data)
Note 21 - Capital Management
The overall objectives of the Companys capital management are to have the availability of sufficient capital to support loan deposit and other asset and liability g rowth and to maintain capital to absorb unforeseen losses or write-downs that are inherent in the business risk associated within the banking industry The Company seeks to balance the need for higher capital levels to address growth and unforeseen risks and the goal to achieve an adequate return on capital invested
In July 201 3 the federal banking agencies issued a final rule revising the regulatory capital rules applicable to most national banks and federal savings associations as well as their holding companies generally beginning on January 1 201 5 The rule implements the Basel Committees December 201 O framework known as Basel I l l for strengthening the international capital standards as wel l as certain p rovisions of the Dodd-Frank Act The final ru le implements a revised definition of regu latory capita l a new common equity Tier 1 minimum capital requirement of 450 and a higher minimum Tier 1 capital requirement of 600 (which is an increase from 400) Under the final rule the total capital ratio remains at 800 and the minimum leverage ratio is 400
Additionally under the final rule in order to avoid l imitations on capital distributions including dividend payments and certain discretionary bonus payments to executive officers a banking organization must hold a 25 capital conservation buffer composed of common equity Tier 1 capital above its minimum risk-based capital requirements The b uffer is measured relative to risk-weighted assets The final rule also enhances risk sensitivity and addresses weaknesses identified by the regulators over recent years with the measure of risk-weighted assets
The new minimum capital requirements will b e effective for the Company on January 1 201 5 whereas the capital conservation buffer and the deductions from common equity Tier 1 capital phase in over time beginning on January 1 201 6
Capital Raise
On February 22 201 3 Standard Bancshares Inc completed its recapitalization by issuing 29864795 shares of common stock at $465 per share for gross proceeds of $ 1 389 million 1 3 548387 of the common shares were issued to the US Treasury (the Treasury) in exchange for the $63 million of Fixed Rate Cumulative Preferred Shares Series A and B The Treasury subsequently sold those shares to I nstitutional Investors at $465 per share An additional 16 316408 of common shares were issued to Institutional Investors and private investors Of the aggregate 29864795 common shares issued 1 9430750 are voting shares and 1 0434045 are mm-voting shares
In conjunction with the recapitalization the Articles of Incorporation of the Company were amended to authorize 20000000 shares of preferred stock at $001 par value No preferred stock has been issued as of December 31 2014
Sto ck Settled Rights (SSRs)
On February 22 201 3 in connection with the recapitalization of the Company the Board of Directors distributed as a dividend in kind 7293407 Stock Settled Rights (SSRs) to the holders of the Common Stock as of the Record Date (November 5 2012) The number of SSRs issued is equal to the product of (i) 03888 and (ii) 18757921 the number Common Shares outstanding as of the Record Date The estimated fair value of the SSRs completed by an independent third party as of September 30 2014 and February 22 201 3 was determined to be approximately $026 per SSR or $1 880 and approximately $021 per SSR or $1 532 respectively Expense recorded related to the SSRs was $1 880 in 2014 No expense was recorded in 201 3
46
STANDARD BANCSHARES INC AND SUBSI DIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (in thousands except share data)
Note 21 - Capital Management (Continued)
Stock Settled Rights (SSRs) (Continued)
The SSRs are structured as common stock dividends to be paid to certain common shareholders of the Company under specific conditions The amount of common stock to be distributed is determined by a formula that considers among other things the value of the outstanding common stock at the Settlement Date Settlement Date is defined as the earlier of (i) the date a liquidity event (an I POrecapitalization or a sale of control) occurs during the term of the SSRs and (ii) the SSR Expiration Date (February 22 201 8) The SSRs will be exercised based on the value of the common shares at that time subject to the Settlement Rate formula
The Accretion Rate is a component of the Settlement Rate It is either an middotannual rate of 80 or 120 with the value determined by the cum ulative economic losses that occur in the loan portfolio from June 30 201 1 to the time the SSRs are settled
On the Settlement Date the Company shall determine the number of shares of Common Stock issuable upon the settlement of an SSR The Settlement Rate shall be calculated based on a formula that considers among other factors the value per share of the common stock on a fully diluted basis reduced by the accretion rate with that number divided by the value per share of common stock on a fully diluted basis
If the Settlement Rate is greater than zero the Company shall issue and deliver to each of the SSR Holders a number of shares of Common Stock equal to the product of (i) the Settlement Rate multiplied by (ii) the number of SSRs held by such H older as reflected in the SSR register as of the close of business on the last Business Day prior to such Settlement Date
In connection with the occurrence of a Liquidity Event on or prior to the Expiration Date the Board of Directors may at its option and in its sole discretion order the redemption and the Company may redeem the SSRs in whole or in part at the redemption price per SSR based on a formula that considers the price per share of Common Stock at which the Company is valued on a fully diluted basis in connection with such Liquidity Event as determined in good faith by the Independent Committee plus a l l cash dividends paid oil the common stock from the date of issuance of the SSRs less $465 accreting on a daily basis at the Accretion Rate
The Company hired an independent third party firm to value the SSRs The following variables were taken into consideration when deriving a value for the SS Rs
1 ) The probability of a liquidity event (sale of control or PO) during the term of the SS Rs 2) The Accretion Rate assigned to the Settlement Rate of the SSRs 3) The estimated value of the Companys common stock at the earlier of a) a liquidity event or b)
the SSR Expiration Date (February 22 201 8) 4) The type of liquidity event that might occur 5) Future value parameters including a) tangible common book value b) earnings and c) market
conditions
The valuation of the common shares at the Settlement Date will depend on the Companys financial condition and the market pricing of financial institution stock both on a stand-alone basis and on a sale of control basis at that time
47
STANDARD BANCSHARES I NC AND SUBSIDIARI ES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (in thousands except share data)
Note 22 - Condensed Financial Statements
The Company was incorporated in I l linois on February 23 1 982 The Company accounts for its investment in subsidiaries under the equity method Under this method the investment is recorded at cost adjusted for the subsidiaries undistributed net income (loss) Presented below are the condensed financial statements of Standard Bancshares I nc (Parent Company Only)
Assets Cash Investment in subsidiaries Other assets
Total assets
CONDENSED BALANCE SH EETS DECEMBER 31 2014 AND 2013
Liabilities and shareholders equity Other liabilities Total stockholders equity
Total liabilities amp stockholders equity
2014 $ 4 163
264242 328
$268733
$ 2685 266048
$268733
CON DENSED STATEMENTS O F I N COME YEARS ENDED D ECEMBER 31 201 4 201 3 AND 201 2
2014 I ncome
Other income $
Expenses 2909 Loss before income taxes and equity in undistributed
earnings of subsidiaries (2909) Income tax benefit 88
Loss before equity in undistributed earnings of subsidiaries (2821)
Equity in undistributed earnings (loss) of subsidiaries 1 7 1 1 5
Net income (loss) 1 4294 Preferred dividends and discount accretion on preferred shares
Net income (loss) applicable to common shareholders $1 4294
48
201 3 $ 2 1 95
248 090 1 944
$252229
$ 322 251 907
$252229
201 3 201 2
$ $ 1
1 747 8539
(1 747) (8538) 291 1 0 1 7
(1 456) (7521) 9 629 (23241) 8 173 (30762) 1 1 24 4090
$ 7049 $(34852)
STAN DARD BANCSHARES INC AND SUBSIDIARIES
NOTES TO CONSOLIDATED FI NANCIAL STATEMENTS (in thousands except share data)
Note 22 - Condensed Financial Statements (Continued)
CONDENSE D STATEMENTS OF CASH FLOWS YEARS ENDED DECEMBER 31 2014 201 3 AND 201 2
Cash flows from operating activities Net income (loss)
Adjustments Equity in undistributed net (income) loss of subsidiaries Amortization Stock based compensation expense ( Increase) decrease in other assets Increase (decrease) in other liabilities
Net cash provided by (used in) operating activities Cash flows from financing activities
Issuance of common stock net of issuance costs Capital contribution to Standard Bank Repayment of note payable Cash Dividends
N et cash provided by financing activities
Net increase (decrease) in cash
Cash - beginning of year
Cash - end of year middot
Supplemental schedule of non-cash financing activities Change in par value on common stock Exchange of preferred stock to common stock
49
2014
$ 1 4294
( 17 1 1 5) 28
782 1 616 2363 1 968
1 968
2 1 95
$ 4 163
$ $
201 3
$ 8 1 73
(9629) 29
441 1 872
(4273) (3387)
68598 (41 500) ( 16 1 00)
(6026) 4972
1 585
6 1 0
$ 2 1 95
$ 4277 $63000
201 2
$(30762)
23241 6 1 67
( 1908) 2 043
( 1 2 1 9)
( 1 2 1 9)
1 829
$ 6 1 0
$ $
FORM FR Y-6
STANDARD BANCSHARES INC
Hickory Hills Illinois Year Ending Dccember31 2014
REPORT ITEM
1 The BHC Is not registered with the SEC Coples of the Annual Report Nil be sent undersepirate cover when completed
2a Organization Chart fo Standard BallCShares Inc
I THE BOULEVARD INC
SL John Indiana 100
JnCQrporated in Indiana
2b Branch Verification
STANDARD BANCSHARES INC Hickory Hills Illinois Jncorporateltl In Illinois
STANDARD BANKAND TRUST COMPANY Hickory Hills llllnois
Incorporated In lllnols 100
I STANDARD REDEVELOPMENT INC
Hickory Hills Illinois 100
Incorporated in Illinois
(Not subject to Y-10 reporting ) Code 91 CE - Liquidation Of debts previously contracted
The branch and lax-kl flStings were emailed to branch revieW on 223115
3 (1) As ofyear-end
Name and Address
Trident SBI Holdings lP Greeffilidl CT
Robert E Gallagher Sr Trust John D Gallagher Trustee Palos Heights IL
The Gallagher Standard Bancshares TR Timolhy J GaJagheuror Trustee Hickory Hitls IL
Pantheon Standard LP San Francisco CA
CohesVe Capital Parners LP New York NY W Capital Partners II LP NewYork NY
Couritrlt of Citizenship or lncorooratlon Number and Percentage Of Voting Serurtties
USA 5662194- 1483
USA 5516086 - 1444
USA 4382666 - 1 t47
USA 3762128-985
USA 2 150537 - S63
USA 2 150537 - 563
Note llle shares in the Robert E Gallagher Sr Tr are voted on by John D Gallagher Director of Standard Bank Tue shares Jn the Gallager Standard Bancshares Tr are voted on by Timolhy J Gallagher Director of Standard Bank
3 (2) OtherSharehofors oat listed in Section 3 (1) above that held more than 5 during the year
None
Resuhs A Ilse of branches forvour holdln1 company STANDARD 8ANCSHARES INC (1245590) or HICKORY HILLS IL
The d1ta are n of 12312014 Data re II Kb information tlat wu received aod processed throuah 01072015
Rconcill1Uon and Vc1Uon St I DI 1 In the DIH Action column of each br111Ch row enter one or mort of the actioru specified below
2 If required enter the date In the Ettcttve Olte column
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Chi nee If the bndl Information Is Incorrect Of Incomplete revt the data enter Chance In the Dita Action column ind the d11te when this infOfmation first became v1lid In the Effective Ote column
am If a bnch listed was sold or clowd enterOose In tht Dita Action column and the s1e or dosured11te In the EtfectW Olte colurm
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Add If a rt portable brtinch Is mlsslna lnStrt a row add the branch data ald entu Add In the Olt1 Action column and the opening or acquisition date In the Effecttve Date column
If prntln1 this list you m1y need to adjust your page Utup In MS E11ce1 Try using landscape orientation page sollria andor legal sized paper
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Note To satisfy the FR Y-10 reportln1 requirements YoU must tiho submit FR Y-10 Domestic Branth Schedules for each branch with a Data Actlon of Olan1e Close Delete or Add
Thbull FR Y-10 report may be submitted 1n a hardcopy format or 11ia the FR Ymiddot10 OnH11e application middot httpsylOonllnefederalrerve1ov
bull FDtC UNINUM Office Number and ID_RSSO co1unvu ara for reference only Verification of these values is not required
- - 8nch Suvlce Type Branch 10 RSSO ia- terNeme Street Address City
ok FuUServltefHud Officel 19730 STAN OARD BANK ANO TRUST COMPANY 7800 WEST 9STH STREET HICKORY HILLS
ok Full Service 3202168 BOLINGBROOK BRANCH 282 NORTH WEBER ROAD BOLINGBROOK
ok Limited Strvce 4126065 CALUMET CITY 1968 SIBLEY BOULEVARD CALUMET CITY
FullSetvke 3309928 CLARK STREET 8RANOi 3747 NORnt CLARK STREET atlCAGO
ok FullServiett 474339 EWING BRANOf 10635 SOUTH EWING AVENUE CHICAGO
ok Full Servtce 2079925 HEGWISCH BRANCH 13336 SOUTH BALTIMORE AVENUE CHICAGO
ok limited Se-rvke 20817)5 SOUnt DERRING FACILITY 10535 SOVTH TORRENCE AVENUE CHICAGO
Full Service 4099271 THOREK BRANOi 836 WEST IRVING PARK ROAD OUCAGO
ok Full Service 2121280 COAL CITY BRANot 20 SOUTH KANKAKEE COAlCITY
full Service 2809038 EVERGREEN PARK BRANCH 2400 WEST 95TH STREET EVUtGREEN PARK
ok Full Service 3188909 FRANKFORT BRANCH 19997 LA GRANGE ROAD FRANKFORT
Full5etvice 810436 CiARONERBRANCJ1 118 DEPOT STREET GARDNER
ok FultSrvlct 3188897 JOLIET ampRANCJ1 2398 ESSINGTON ROAO JOLIET
Full Service 3439553 LOClCPORT BRANCH 16545 WEST 159TH STREET LOCKPORT
ok Full Service 290931 LYONSlST AVENUE BRANCH 8601 OGDEN AVENUE LYONS
ok Full Service 3671504 MINOOKA BRANCH 515 WESTUS ROUTE 6 MINOOKA
ok LlmltcServfce 2111338 MOAAIS LISBON BRANCH 1433 USBON STREET MORRIS
ok Full Servkt 2809010 MORRIS ROUTE 6 BRANCH 1111 WEST US ROUTpound 6 MORRIS
Ful1 Servlct 2809047 NAPERVILLE BRANCH 1607 NORTH AURORA ROAD NAPERVILLE
ok full 5ervfce 2809056 NEW LENOX BRANCH 456 NELSON ROAD NEW LENOX
Full sMce 2103129 OAK FOREST BRANOf 15901 SOUTH CENTRAL AVENUE OAX FOREST
ok Full SeMct 3490255 OAK LAWN lllTH BRANOf 4700 WEST 111TH STREET OAK LAWN
ok Full Sfrvlce 2096717 OAK LAWN 95TH BRANCH 4001 WEST 95TH STREET OAK LAWN
ok Full Service 2295538 ORLAND PARK BRANCH lSCXJO SOUTH WOLF ROAD ORLAND PARt
State VpCode
IL 60457
IL 60440
IL 60409
IL E06H
IL 00617
IL 0063
IL 00617
IL 60613
IL 60416
IL 60805
IL 6042
IL 60424
IL 60435
IL 60441
IL 60534
I L 60447
IL 60450
IL 60450
IL 60563
IL 60451
IL 60452
IL 60453
IL 60453
IL 60467
County CawN FDICUNINUM Offb Numberbull Haad otfice Head Office 10 RSSD Comments
COOK UNITEO STATES 10748 0 STANOARO BANK ANO TRUST COMPANY 19730
Will UN ITED STATES 419532 34 STANDARD BANK ANO TRUST COMPANY 19730
COOK UNITED STATES 510611 44 STANDARD BANK AND TRUST COMPANY 19730
COOK UNITpound0 STATES 429662 35 STANDARD BANK ANO TRUST COMPANY 19730
COOK UNITED STATES 12089 18 STANDARD BANK AND TRUST COMPANY 73ltgt
COOK UNITED STATES 244100 20 STANDARD BANK ANO TRUST COMPANY 19730
COOK UNITED STATES 244099 19 STANDARD BANK ANO TRUST COMPANY 19730
COOK UNITED STATpoundS 510612 4S STANDARD BANKANDTRUSTCOMPANV 1973ltgt
GRUNDY UNITED STATES 263852 17 STANDARD SANK AND TRUST COMPANY 730
COOK UNITED STATES 13875 4 STAN OARD BANK AND TRUST COMPANY 19730
Will UNITED STATES 357237 15 STAN OARD BANK AND TRUST COMPANY 19730
GRUNDY UNITED STATES 7234 1 STAN DARO BANK ANO TRUST COMPANY 19730
Will UNITED STATES 238ASA 13 STANDARD BANK ANO TRUST COMPANY 19730
Will UNlTEO STATES 450324 38 STAN OARD BANK AND TRUST COMPANY 19730
COOK UNITED STATES 10912 22 STANDARD BANK ANO TRUST COMPANY 19730
GRUNDY UNITED STATES 465426 42 STANDARD BANK AND TRUST COMPANY 1973ltgt
GRUNDY UNITED STATES 266774 16 STANDARD BANK ANO TRUST COMPANY 1730
GRUNDY UNITED STATES 2243S6 10 STANDARD BANK AND TRUST COMPANY 19730
OU PAGE UNITED STATES 238451 6 STANDARD BANK ANO TRUST COMPANY 19730
Will UNITED STATpoundS 238452 11 STAN OARD BANK ANO TRUST COMPANY 19730
COOK UNTED STATES 244101 21 STANDARD BANK AND TRUST COMPANY 19730
COOK UNITED STATES 441863 36 STANDARD BANK AND TRUST COMPANY 19730
COOK UNITED STATES 238447 1 STANDARD BANK AND TRUST COMPANY 19730
COOK UNITED STATES 238450 5 STANDARD BANt AND TRUST COMPANY 19730
ok Fullrvke 2100379 PALOS 11HH BfANOl 11901 SOUTHWEST HIGHWAY PALOSPARIC ll 00464 COOK UNITED STATES 238448 2 STAN DARO BANK AND TRUST COMPANY 19730
ok rulSltVice 2427544 PALOS lllST BRANCH 9700WEST lllST STREET PALOS PARK ll 00464 COOK UNlTEOSTATES 238449 3 STAN DARO BANK AND TRUST COMPANY 19730
ot llmtedSrvke 3490273 NORTH RIVERSIDE BRANCH BJSOWEST CERMAK ROAD RlvtRSlDE ll COOK UNITED STATES 441864 37 STANDARD BANK AND TRUST COMPANY 19730
ot FuLServke 3202171 SHOREWOOD BRANOl 970 BROOK FOREST AVENUE SHOREWOOD It - t UNITED STATES 419531 33 STANDARD BANICANDTRUSTCOMPANY 19730
ok FulSrvlee 3188918 VILLA PARK BfWIOi 1 WESrRoostVrlTROAD VlltAPARIC It 50181 OUPAGE UNITED STATES 238455 14 STANDARDBANKANDTRUSTCOMPANY 19730
ok FulSrvke WllMINGTON BRANCH lOOSSOUTH WATER STREET WILMINGTON It 004 lt UNITED STATES 238453 12 STANDARD BANK AND TRUST COMPANY 19730
ok Fulfrvk 3197031 CHESTERTON BRANCH middot 755 JNDIAN BOUNDARY ROAD OIESTERTON IN PORTER UNITEDSTAlES 275664 32 STANDARD BANK AND TRUST COMPANY 19730
ok ruUrvic 2161D17 EASTCHCAGO BRANCH 4518 lNOANAPOUS BOULEVARD EAST CHICAGO IN 46312 lAKE UNITEDSTAlES 29 STANDARDSANKANDTRUSTCOMPANY 19730
ok Fulrvk 4913n HAMMOND BRANCH 1007 CALUMET AVENUE HAMMOND IN 46324 AKE UNITEDSTAlES 42227 30 STANDARD BANK AND TRUST COMPANY 19730
Fulrvlc 2161D3S HIGHtAND BRANCH 2930 RIDGE ROAD HIGHLAND IN 46322 UNITEOSTAlES 275659 27 STANDARD BANK AND lRUST COMP AN I 19730
ot Futtsrvke 2161044 LOWHl BRANCH 2090 EAST COMMERICALAVENUE LOWELL IN 463Sfgt21r AKE ONITEDSTAlES 275661 28 STANDARD BANK ANDTRUSTCOMPANI 19730
ok Full Srvlce 3439562 MERRlllVlllE BRANCH 579WESTUNCOlN HIGHWAY MERRlllVlllE IN 46410 AKE ONlEO STATES 450325 39 STANDARD BANK AND TRUST COMPANI 19730
ok Full Srvice 453712 SAINT JOHN BRANCH 9321 WICKER AVENUE SAINT JOHN IN 46373middot00 AKE ONtlEDSTATES 42414 26 STANDARD BANK AND rnusr COMPANY 19730
middot
Report ttem 4 Directors and Office (1) Name amp Address
J-Ohn R Barber New York NY
Christopher Doody Ne-vYork NY
1pound1 Pnncipal Occupation [rtmiddotrmiddotwittl BHC
Mariaging Partner eohesiVe ea pita I
Princlpal Storm Point Capital
(3) (bull) TrtiePosition with BHC Diredor
Director
FORM FR Y-9
STANDARD BANCSHARES INC Fiscal YearEnding Decttmber3112014
(3) lb) ltlePosition wffi1 Subsidiaries
NIA
NIA
(3) (c TrtlePosltlon wttn otherbuslne$es
Managtng Partner Cohesive Capital
Principal Stone Point Ciipitit
bull Stone Point ls the manager of the TriOOnt funds which are investment entities that own 25 or morn of the outstanding voting seairities orinlerests in various companles Mr Doody ls an ernployee and officer of Stone Point and is oo deemed to contror S1oria Point or the Trldent Funds He is not a principal securities holder of Stone Point or the Trident Funds The invstmenl committees of the Trident Funds are responsible for voting the shares or such companies and Mr Doody is not a member of the investment committees of the Trident Fonds A sctiedule of such companies in which U1e Trident funds hnve invested is available upon request
John o Gallagher Ortand Park IL
Managing Genera[ Partner OfdlarU Hill Bldg Co
Director Dior-standarU Bank
Managin9 GenerBi Partner Orchard HlllmiddotB1dg Co President Ordiard Hm Building Co Inc
Managing Member Qnhard Hill Construction LLC
Managing Membelt Austin Construction Co bull LLC
Presdenl Bougton Development Co
President ennStructildeg Co lnc
Prestdenl middot Farmingdare Development eomiddot
middotana9in middotRa -middot middot fariTijngdre _Mittwo middot
Pldciit_ _ Fam1r9dale Utilify Co_
Managing Partner Frtz91erald Lad lnvestment Ptshp
(4) a) 1w of Voting Shares in BHC
563
middot1483
14450
(4)(o) (4) (b) Names of othfr companitts 4 of Voting (if 25 ormorl voting Shares in Subs securities a held
NIA
NIA
NIA
NIA
NIA
NIA
NIA
NIA
NIA
NIA
Dryden Cons1rudioo Co Inc 100
NIA
NIA
NIA
Frtzgerald Land Investment Plshp 25
(1) Name amp Mdlt=
John D Gallagher CJriand Pru IL
(2) Principal rbull _ BHC1
(3) (b) TdfePosition wiU1 SubsXfiarics
(J)(c TrtiePttSition wTUi other buslncssts
Trustee-Vote 100 Galla171ormiddot Henr)Tnisl
- Gallagher amp Henry Inc
Prumlaquo GaDaQhef Parloecs LP GB4 Jnc
Managing Partner Gl6mwod DevelopmElnt Co
Managmjl farlnelt Heruy Co Managmo Hermann Umd Investment Ptshp
Managing- Kolarlrugtd I lgthp Preltldeot Kokast -kimes Inc
PreSdenl Coo$trixtioo middotmiddot nc
- -MiAdams 400 Investment Ptshp
Msoagir(Q Partner Meifefl1 id lnpoundiiini _Pthp Managing Partner sr middotGod 1nVeslmoo Pbhp Managiog Partnef
-LampftPtshp TruSt6e
ThOGalfaghmiddotorSliujiini middot Trust
(4) (bull) of Voting Shares in BHC
(4) (b) of Voting Shares In SUbs
Names of other companies frf 25 degmom voting securiDes arn heJd NIA
NIA
NIA
NIA
NIA
NIA
NIA
Hennarm Lnnd Investment Ptshp 25
K6irland lovStrnerrlPiStip 25 NIA
NIA
NIA
Laod lNeStrnloi PlShp 25
df1li3 lfjJrlvtrpnt PWiP 25
Land l hp 25
e(Lao1fl PtShp 25_-xmiddotmiddot middot
standard tWesTrust 25 middot
(1) Name amp Address
Tnnothy J GsJlaghet Burr Ridge IL
(2) Principal Occupation [d other than with BHC)
(J) (a) TrltePosifion wtth BHC
(3)(b) TdiePosffion wittl Subskfcuies
OlaHrnan of the Board
(J) (c) TitlePosition with other businees
PreOOeot Brittany Glen Homeownoc l=gtc Suffield Woods Homeowner Assoc FanntngdaJe Viage Com Assoc fumlogdale Vdlage Com Assoc 2 Misty Meadoyenr Homeowner Assoc 1ltings1on Hills liomeOMler Assoc Gallagheramp Henrys Condos Goodiogs Grove Assoc Ganaghcr amp Heruys Goocfings Grove Umbretia Assoc Farmingdale Vil Cooos of Woodridge Homeowner Assoc Radc5ffe rtMe TOvlfflhomes Assoc
BNC OWnefs Assodatioo
Boughton Woodward Commenial Center LLC su-lgle MembeltUC- GB4 i5 member
Union Poirrte Investors Uc Sing1e MemberlLC- Union PcWe Oevclopmeot Co b member
Uoion POOte Buadlog Venture 1lLC Union 00rt lnvestorn LlC ts member Union Pofrrte Buikfing Venlilre 112 LLC Unton Point nveslor lLC is member
Union Pointe Boikfing Venture 3 LLC Union Poinl lnveslors UC is member
standgtnJ Bank -ALm1 Construction Co LlC
Pminlaquo Frtzyerald Lnnd Investment Pbttp
(lt)(bull) ofVotlng Shares in BHC
11520
(4) (b) ofVotiog Shares in Subs
NIA
Names of other companies (If 25 or l1XgtflJ voting securities aro held
NIA NIA NIA NIA NIA NIA NIA WA NIA NIA NIA
WA
NIA
WA
WA
NIA
NIA
WA
NIA
NIA
NIA
WA
WA
(1) =
Timothy J GJJbghctshyBorr Ridge IL
(2) Principal (if oUJef than wtth BHC)
3 (a) TitlePosition wilh BHC (3) 1c) Trtielosilion with other businesses ampcretuy amp Henry Inc
_ GieoMXgtd Developmeot Co
Partner Hermann Land Investment Pt5hp KOOr land Investment Ptstip
Secret3y Kolcast Homes loo
__ Koamp Construction Co Inc
Secrebgty Ordnrd Hin Buikfing Co Inc
Pa1nelt srrvb land 1ovestrnent Pshp -Smotelt Land Investment Ptshp Trustee- Vote 100 The Gollagher stmdafd
Trust
-- uruoo Pointe Development Co
lt4)(a) ofVotiog Shares in BHC
(4) (b) of Voting Shares In Sobs
tfamos of othcreomnk (lf25 ormoro vo6ng sccuritios arc held
NIA
NIA
NIA
Hennano Land Investment Ptshp 25
Kolar land Investment Pshp 25
NIA
NIA
NIA
Maas Land Investment Ptshp 25
McAdams Iand lnv=tmeni Plshp 25
Medema land lnvestme111 Ptshp 25
NIA
NIA
NIA
Slivka land Investment Plshp 25
SmoterUmd I Ptshp 25
Unkio Pointe Devdopmcot Co 25
(11 (21 Pl (a) 3 (b) 3) c) 4 (a) (4)b) Names of othelt com pan Name amp Adqross princi Occupation TJdcPositiorl TJHePositiorl TrticPosIDon of Voting of Voting [If 25 or mon voting
(if other than with Bl tc) wtth SHC with Subsidiaries with other businesses Shares In BHC Shares in Subs securities are heJd
Timothy J GaUagilet Slaquoretmy GB4 Inc SurRXgeIL GB4 lnc 251
Uoioo Polnte Bonding Venture 3 UC NIA Uoiont PoCnt lnves1ocs LLC is member
Lawraooe P Kelley NIA DirododVJCO Chaifman Oamp-edooVlce Chairman NIA 023lt))1 NIA NIA Pltullt IL PreraquoleoUCEO -0-0
standam Bank
Atampief Ko-arldt NIA DirodOlt Dirodoc NIA 0140 NIA NIA 1-fmsdak ll -
Howrd K Priess JI - deg Dirodoc Solo Pradiltgtoelt 0140 NIA NIA NapeMe IL Standard Bank
Owner White Oak Construction LlC Wh4te Oak Construction LLC 100
Robert A RoslKWt NIA Lead ndepcodeot Director oltedoc NIA D140( NIA NIA QOCago u standanl Bank
Charles E Shomo rv NIA deg Ciredor NIA 013lfI( NIA NIA Bur Ridgo IL standam Bank
Patrick J Hunt NIA _ Executive VPCFO NIA 008 NIA NIA Palos Heights IL EVPCfO standanl Bank
deg Scoltzu NIA Asst VPJAssl Asst VPAsst Secy NIA 00CXgt1 NIA NIA
Everyreen Park IL Sea-- SiandagtO Bank
STANDARD BANCSHARES INC AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (in thousands except share data)
Note 4 - Loans (Continued)
The following is an analysis of the age of the recorded investment in past due and nonaccrual Joans
December 31 2014
Construction
Commercial Commercial real estate
non-owner occupied Commercial real estate
owner occupied Residential real estate
Consumer
Total
December 31 201 3
Construction
Commercial Commercial real estate
non-owner occupied Commercial real estate
owner occupied
Residential real estate
Consumer
Total
Credit Qu ality Indicators
30-59 days
$ 398
714
122 726
1 457
30-59 days
$
1 89
41
61
907
_____sectQl_ $2 061
90 days or more past
due and 60-89 days accruing
$ 72 $
1 53
290 533
1 1 5 944 1 5
_filsect ___fil_ S2115 $_Z1fi
90 days or more past due and
60-89 days occruing
$ 672 $
66
770
395 1 9
886 248
-11sect _____sect $2 907 $_3j_Q
Total Past Current Non-accrual Due Loans Total
$20252 $20722 $ 89621 $ 1 1 0343
871 1 738 447603 449341
7291 81 1 4 41 8929 427043
26 1 2 2849 566420 569269 6424 8109 1 1 0503 1 1 861 2
4 039 6235 90 831 97 066
$41 489_ $1 723 907 $1 V1 674
Total Past Current Non-accrual Due Loans Total
$1 7361 $18033 $ 1 22261 $ 1 40294
479 734 324164 324898
6230 7041 412734 41 9775
131 08 13583 537317 550900
551 8 7559 1 09784 1 1 7343
4 1 76 5200 1 03 464 1 08 664
$52 150 $1 609 724 $1 661 874
The Company categorized its non-homogenous Joans into risk categories based on relevant information about the ability of borrowers to service the debt such as among other factor$ current financial information historical payment experience credit documentation public information and current economic trends The Company analyzes loans individually by classifying the Joan as to credit risk This analysis is done annually on a Joan by loan basis The Company uses the following definitions for classified risk ratings
Pass Loans classified as Pass are considered to be performing Joans that have adequate cash flow andor collateral based upon our underwriting process
Special Mention Loans classified as special mention have a potential weakness that deserves managements close attention If left uncorrected these potential weaknesses may result in deterioration of the repayment prospects for the Joan or of the institutions credit position at some future date
25
STANDARD BANCSHARES INC AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (in thousands except share data)
Note 4 - Loans (Continued)
Substandard Loans designated as substandard are inadeq uately protected by the current net worth and paying capacity of the obligor or the collateral pledged if any Loans have a wellshydefined weakness or weaknesses that jeopardize the liquidation of the debt They are characterized by the distinct possibility that the Bank will sustain some loss if the deficiencies are not corrected
Performing Not Rated Loans classified as Performing Not Rated are considered to be performing loans at the time of u nderwriting but historically ones in which we do not obtain updated financial information after the loans are originated These are generally consumer loans first mortgage home loans and home equity loans
Loans not meeting the criteria above are analyzed individually as part of the above described process and are considered to be unclassified loans Based on the most recent analysis perfornied the loan risk classifications are as follows
Special Performing December 31 2014 Pass Mention Substandard Not Rated Total
Construction $ 80127 $ 7719 $ 21249 $ 1 248 $ 1 1 0343
Commercial 442867 4915 1 559 449341
Commercial real estate non-owner occupied 399762 1 8880 8401 427043
Commercial real estate owner occupied 531 31 5 27295 1 0659 569269
Residential real estate 29747 1 1 9 8250 80496 1 1 8612
Consumer 8 91 0 312 5 939 81 905 97 066
Total $1 192 728 $ 59240 $ 56 057 SJ63 649 S1 ZZJ 6H
Special Performing December31 2013 Pass Mention S ubstandard Not Rated Total
Construction $ 90330 $ 9396 $ 37394 $ 3174 $ 1 40294
Commercial 309074 1 0445 4489 890 324898
Commercial real estate non-owner occupied 400738 10570 8467 419775
Commercial real estate owner occupied 502095 1 0840 37965 550900
Residential real estate 3567pound 1 09 7881 73677 1 17 343
Consumer 9 099 -----1fill 7 828 89 826 1 08664
Total SJ 47 OJ2 M32Z1 $104 021 S167 567 $1 661 871
The Bank considers the performance of the loan portfolio and its impact on the allowance for loan losses For residential and consumer loan classes the Bank evaluates credit q uality based on the payment and aging status of the loan Payment status is reviewed on a q uarterly basis with respect to determining adequacy of the allowance for Joan losses
26
STAN DARD BANCSHARES INC AND SUBSI DIARIES
NOTES TO CONSOLI DATED FI NANCIAL STATEMENTS (in thousands except share data)
Note 4 - Loans (Continued)
Tro ubled Debt Restructurings (TOR)
Loans classified as TD Rs totaled $1 8541 as of December 31 201 4 of which $1 5665 were performing and $2876 were on non-accrual loans classified as TDRs totaled $1 8095 as of December 31 201 3 of which $1 6596 were performing and $1 499 were on non-accrual
The Bank has allocated $1 797 and $ 1 3 1 4 in specific reserves to customers whose loan terms have been modified in troubled debt restructurings as of December 31 201 4 and 201 3 The Bank has committed to lend additional amounts of $45 and $26 as of December 31 201 4 and 201 3 to customers with outstanding loans that are considered to be troubled debt restructurings These loans involved the restructuring of terms to allow customers to mitigate the risk of foreclosure or default by meeting a lower loan payment requirement based upon their current cash flow These may also include loans that renewed at existing contractual rates but below market rates for comparable credit For commercial loans these m odifications typically include a lowering of the interest rate on the loan In some cases the modification will include separating the note into two notes with the first note structured to be supported by current cash flows and collateral and the second note made for the remaining unsecured debt The second note is charged off immediately and collected only after the first note is paid in full This modification type is commonly referred to as an A-B note structure For consumer mortgage loans the restructuring typically includes a lowering of the interest rate to provide payment and cash flow relief For each restructuring a comprehensive credit underwriting analysis of the borrowers financial condition and prospects of repayment under the revised terms is performed to assess whether the structure can be successful and that cash flows will be sufficient to support the restructured debt Anmiddot analysis is also performed to determine whether U1e restructured loan should be on accrual status Generally if the loan is on accrual at the time of restructure it will remain on accrual after the restructuring In some cases a nonaccrual loan may be placed on accrual at restructuring if the loans actual payment h istory demonstrates it would have cash flowed under the restructured terms After six consecutive payments under the restructured terms a nonaccrual restructured loan is reviewed for possible upgrade to accruing status
As with other impaired loans an al lowance for loan loss is estimated for each TOR based on the most likely source of repayment for each loan For impaired loans secured by real estate that are collateral dependent the allowance is computed based on the fair value of the underlying collateral For impaired loans where repayment is expected from cash flows from business operations the allowance is computed based on a discounted cash flow computation
27
STANDARD BANCSHARES INC AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (in thousands except share data)
Note 4 - Loans (Continued)
Troub led Debt Restructurings (TOR) (Continued)
The following table presents loans by c lass modified as troubled debt restructurings that occurred during the years ended December 31 2014 and 2013
Pre- Post-modification modification
Number outstanding outstanding 2014 of loans recorded recorded
investment investment Construction 1 $ 706 $ 813 Commercial real estate owner occupied 2 483 564 Residential real estate 3 1206 1 206 Consumer 5 563 563
Total 11 $2958 $3146
2013 Commercial real estate non-owner occupied 3 $14371 $ 8 670 Commercial real estate owner occupied 3 3505 3581 Commercial 2 1758 1804 Residential real estate 1 403 403
Total 9 $20037 $1 4458
The troubled debt restructurings modified in 2014 and 2013 described above increased the allowance for credft losses by $784 and $317 and did not result in any post-modification charge offs during the years ended December 31 2014 and 2013 respectively
28
STAN DARD BANCSHARES I NC AND SUBSIDIARI ES
NOTES TO CONSOLI DATED FI NANCIAL STATEMENTS (in thousands except share data)
Note 4 - Loans (Continued)
Tro uble d Debt R estructurings TOR ) (Continued)
The following table presents troubled debt restructurings by class and type of modification that occurred during the years ended December 31 2014 and 2013
AB Note Rate Restructure Reduction
2014 Construction $ $ -
Commercial real estate owner occupied 48
Residential Real Estate Consumer 218
Total $ $266
AIB Note Rate Restructure Reduction
2013 Commercial real estate non-
owner occupied $13901 $ 470 Commercial real estate
owner occupied 3073 Commercial 1758 Residential Real Estate 403
Total $13901 $5704
29
Rate Reduction
To Pay amp Advance Taxes of Funds
$ $ 706
435
$435 $ 706
Rate Reduction
To Pay amp Advance Taxes of Funds
$ $
432
$432 $
I nterest Only
Period
$
1206 345
$1551
I nterest Only
Period
$
$
Total
$706
483 1206
563 $2958
Total
$14371
3505 1758
403 $20037
STANDARD BANCSHARES I NC AND SUBSI DIARIES
NOTES TO CONSOLI DATED FINANCIAL STATEMENTS (in thousands except share data)
Note 4 - Loans (Continued)
Troubled Deb t Restru cturings (TOR) (Continued)
The following table presents loans by class modified as troubled debt restructurings for which there was a payment default within twelve months fol lowing the modification during the year ended December 3 1 2014 There were no payment defaults within twelve months following the modification during the year ended December 31 201 3
2014 Commercial
N umber of loans
1
Recorded Investment
$1 600
The troubled debt restructurings that subsequently defaulted in 2014 described above increased the allowance for credit losses by $233 during the year ended December 31 2014 In 2013 there were no troubled debt restructurings for which there was a payment default within twelve months following the modification The troubled debt restructurings resulted in $1600 of charge offs during the year ended December 31 201 4 The troubled debt restructurings did not result in any charge offs during the year ended 2013
Note 5 - Mortgage Servicing Rights
Following is a summary of the activity for mortgage servicing rights
Beginning balance Costs capitalized Accumulated amortization
Ending balance
2014 $ 2726
544 (835)
$ 2 435
2013 $ 2169
1 339 (782)
$ 2 726
2012 $ 1525
1434 (790)
$ 2 169
The aggregate fair value of mortgage servicing rights is based on fundamental analysis and the present value of expected future cash inflows In estimating fair value assumptions have been made regarding prepayment default and interest rates Mortgage servicing rights do not trade in an active market with readily observable prices The Company uses an independent third party to determine the fair value of mortgage servicing rights by estimating the fair value of the future cash flows associated with the mortgage loans being serviced Key economic assumptions used in measuring the fair value of mortgage servicing rights include but are not limited to prepayment speeds discount rates delinquencies and costs to service
A fair market estimate was completed by an independent third party in November 201 4 to determine the amount at which the asset could be exchanged in a current transaction between willing parties other than in a forced liquidation or sale Fair value was estimated based in part on the discounted future cash flows estimated to be received The evaluation used a discount rate for each pool of loan servicing rights which is intended to represent the estimated market yield and estimated cash flow for each pool of servicing rights by utilizing an assumed prepayment speed based on the characteristics of each pool No assurance can be given that the actual prepayments will conform to the prepayment speeds assumed The calculated fair value was compared to market values where possible to ascertain the reasonableness of the valuation in relation to the current market expectations
Mortgage servicing rights outstanding Estimated fair value as a percentage of loans serviced Principal value of loans serviced Estimated fair value of servicing rights outstanding
30
201 4 $ 2435
083 $394217 $ 3272
201 3 $ 2726
083 $382221 $ 3 1 72
STANDARD BANCSHARES INC AND SUBSIDIARIES
NOTES TO CONSOLI DATED FINANCIAL STATEMENTS (in thousands except share data)
Note 6 - Premises and Equipment
Major classifications of these assets are summarized as follows
Land Bank premises Furniture and equipment
Accumulated depreciation Premises and equipment - net
2014 $ 21 699
58 179 31 388
1 1 1 266 (50352)
$ 609 14
201 3 $ 2361 0
69 1 33 44467
1 3721 0 (71 428)
$ 65782
Depreciation expense amounted to $3479 $3668 and $3949 in 2014 201 3 and 2012 respectively_
The Company sold land buildings and vehicles for total proceeds of $1 824 $2 and $1 8 resulting in gross gains on sales of $49 1 $1 and $ 1 8 in the years ending December 3 1 2014 201 3 and 201 2 respectively
In December 2014 the Company signed a definitive agreement to enter into a sale-leaseback of land and buildings for two of its locations The Company designated $ 1 462 of premises as held for sale No write-down was taken at the time of transfer as the assets were anticipated to be sold at a gain In February 2015 the Company closed on a transaction a portion of the gain on sale was recognized in non-interest income The remaining gain was deferred and will be amortized into non-interest income over the lease term
Note 7 - Other Real Estate Owned
Activity in other real estate owned is summarized as followsmiddot
Beginning balance Acquired through or in lieu of foreclosure Proceeds from sales Gain (loss) on sales Write down on other real estate owned
Ending Balance
2014 $ 1 2 930
6 035 (2004)
426 ( 1 1 54)
$1 6233
2013 $1 6896
3 912 (51 35)
170 (2913)
$1 2930
201 2 $ 1 1 496
1 2 1 08 (4096)
(1 36) (2476)
$ 1 6 896
Operating expenses associated with other real estate owned net of write-downs on other real estate owned were $498 $1 96 and $976 in 2014 201 3 and 201 2 respectively
Note 8 - Intangibles
Core deposits Accumulated amortization Core deposits net
2014 2013
$ 8946 (7798)
$ 1 148
$ 8946 (7 1 05)
$ 1 841
Amortization expense amounted to $693 $789 and $885 in 2014 2013 and 20 12 respectively Core deposit intangibles are amortized over an estimated life of fifteen years
middot----- l n-201-2-the-Gompany-reGorded-a-ful l-write-down-of-$239g7-of-goodwill-as-it-was-determined-t0-be--shy
impaired_
3 1
STAN DARD BANCSHARES INC AND SUBSI DIARIES
NOTES TO CONSOLI DATED FI NANCIAL STATEMENTS (in thousands except share data)
Note 9 - Bank Owned Life Insurance
The Bank acquired life insurance policies through prior bank acquisitions and by direct purchase At December 3 1 2014 and 2013 the cash surrender value of these policies was $48470 and $47033 respectively No additional l ife insurance was purchased during 2014 or 2013
Note 10 - Deposits
Deposits at December 3 1 2014 and 2013 by major category are as follows
Demand deposits Non-interest-bearing Interest-bearing
Total demand deposits Savings deposits Time deposits Brokered deposits
Total deposits
2014
$ 612646 492 799
1 1 05445 374142 405857 1 08 1 28
$1 993 572
201 3
$ 536325 525 145
1 061 470 36341 8 427815
66 402
$1 91 9 1 05
The aggregate amount of deposits reclassified as loans (overdrafts) amounted to $2548 and $2781 at December 3 1 2014 and 201 3 respectively
Time deposits that met or exceed the FDIC insurance limit of $250 at year-end 201 4 and 2013 were $1 1 0 1 77 and $92681 respectively
At December 3 1 2014 scheduled maturities of certificates of deposit including brokered deposits are as follows
201 5 2016 2017 201 8 201 9 2020 and thereafter
$408455 65585 1 9838
9830 1 0277
$513 985
Deposits from related parties totaled $33614 and $32595 at December 31 2014 and 201 3 respectively
32
STANDARD BANCSHARES INC AND SU BSI DIARIES
NOTES TO CONSOLI DATED FINANCIAL STATEMENTS (in thousands except share data)
Note 1 1 - Advances from Federal Home Loan Bank
There were no outstanding advances with the Federal Home Loan Bank at December 3 1 201 3 The indebtedness to the Federal Home Loan Bank at December 3 1 2014 was $1 5000 consisting of the following fixed rate advances
Due Date
June 27 201 6 June 27 201 6
Total advances
I nterest Rate
057 057
2014
$1 3000 2 000
$1 5 000
Al l advances and letters of credit from the Federal Home Loan Bank (FHLB) were secured by a g eneral lien on qualifying commercial real estate residential mortgages and home equity loans of the Bank Each advance is payable at its maturity date with a prepayment penalty for fixed rate advances Letters of credit outstanding from the FHLB totaled $3872 and $41 946 at year-end 2014 and 201 3 respectively The advances and letters of credit were collateralized by $679990 of commercial real estate and mortgage loans in 2014 and $203845 of mortgage loans under a blanket lien arrangement at year-end 2013 Based on this collateral and the Companys holdings of FHLB stock the Company was eligible to borrow up to a total of $26951 3 at year-end 2014
Note 1 2 - Other I ncome
Other income consists of the following
Gain (loss) on sale of other real estate owned Gain on sale of premises and equipment Debit cardATM fees Trust feesBrokerage Fees Loan fees and commissions Cash management Bank Owned Life Insurance income Miscellaneous income
Total other income
33
2014
$ 426 491
28 1 8 2533
658 2641 1 437
921
lll 1 925
201 3 201 2
$ 1 70 $ ( 1 36) 1 1 8
2935 2829 2364 1 927
680 932 2286 2020 1 437 1 469 1 267 886
ll1 1 1 40 ll 9 945
STANDARD BANCSHARES INC AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (in thousands except share data)
Note 1 3 - Employee Benefit Plans
Profit Sharing
The Companys bank subsidiary maintains a defined contribution 401 (k) Plan Under terms of the Plan employees meeting age and service requirements may elect to have their compensation reduced and have that amount contributed to the Plan as a salary deferral contribution The Bank at its discretion may make a matching contribution to the Plan equal to a u niform percentage of the salary deferral contributions Apart from any matching contribution the Bank may also make a separate discretionary contribution to the Plan The final liability for matching contributions if any is determined after yearshyend requiring the Bank to estimate its discretionary contribution expense at year end Contribution expense recorded by the Bank amounted to approximately $ 1 1 79 $1 254 and $ 1 685 for 2014 201 3 and 201 2 respectively
Non-Qualified Plan
The Bank maintains a non-qualified deferred compensation plan for a select group of management and employees as determined by the Board of Directors Annual awards if any are based o n preshyestablished performance criteria which are communicated to eligible employees Benefits under the Plan vest after a five year period The liability under the Plan was $403 and $503 as of December 3 1 2014 and 201 3 respectively There was n o expense recorded in 2014 2013 o r 2012
Non qualified Sto ck Option Plan
Pursuant to the Capital Raise Investment Agreements on February 1 2 20 1 3 the Board of Directors of the Company adopted the Standard Bancshares Inc Stock Option Incentive Plan to be effective immediately after the Closing of the capital raise (please refer to Note 21 ) Pursuant to the Stock Option Incentive Plan the Compensation Committee of the Board of Directors of the Company is authorized to grant Incentive Stock Option awards Nonqualified Stock Option awards or a combination thereof to certain officers directors consultants or employees of the Company or any of its Subsidiaries or Affiliates aggregating up to 5402524 shares of the Companys common stock
The option price per share of stock purchasable under a stock option shall not be less than 1 00 of the fair market value of the common stock on the day of the grant Stock option vesting is based o n two components 1 ) a time vested option that vests over four years one fourth on each of the first four anniversaries from the option grant date and 2) a performance vested option that vests if there is an exit event resulting in the investor actually realizing an internal rate of return (RR) greater than or equal to 1 2 based on their original investment of $465 per share on February 22 201 3 Vesting is subject to acceleration in certain circumstances The options will expire if not exercised within 1 0 years of the
middot
date of grant and under certain other (employment) circumstances
The fair value of options granted was estimated on the date of grant using the Black Scholes optionsshypricing model using the assumptions noted in the table and commentary below The risk free rate of return is based on the constant maturity yield of a US Treasury note with a fixed rate term of 1 0 years at date of grant The volatility rate is derived from historical index values of publicly-traded commercial banks with assets between $1 and $5 billion Index values of comparably sized companies were used as a proxy because the Companys common stock is not exchange-listed and there is not an active trading market for the common stock The dividend yield assumption is based o n the Companys expected dividend payouts
34
STANDARD BANCSHARES INC AND SUBSIDIARI ES
NOTES TO CONSOLIDATED FI NANCIAL STATEMENTS (in thousands except share data)
Note 1 3 - Employee Benefit Plans (Continued)
Risk free rate of return
2014 20 1 3
275 1 97 Time remaining until expiration of the options Volatility rate
1 O years 1 0 years 1 392 1 587
Dividend yield 000 000
A summary of the activity in the non-qualified stock option plan for 2014 follows Weighted Average
Weighted Remaining Average Contractual
Number of Exercise Term Time Vested Stock Options Shares Price (in years)
2014 Outstanding at beginning of year 1 46651 5 $ 465 915
Granted 1 1 701 95 515 916 Exercised
Expired
Forfeited (23545) 494 870
Outstanding at end of year 2613 165 $ 487 860
Exercisable at end of year 366629 $ 465 815
2013 Outstanding at beginning of year $ Granted 1 466515 465 9 15 Exercised
Expired
Forfeited
Outstanding at end of year 1 465515 $ 465 9 15
Exercisable a t end o f year $
Aggregate Intrinsic Value
$ 1 1 1 8
$ 238
$ 733
$
The weighted average fair value of time vested options granted during 201 4 and 201 3 was $1 21 and $1 3 2 per option respectively
35
STANDARD BANCSHARES INC AND SUBSIDIARI ES
NOTES TO CONSOLIDATED FI NANCIAL STATEMENTS (in thousands except share data)
Note 1 3 - Employee Benefit Plans (Continued)
Performance Vested Stock Options 2014 Outstanding at beginning of year
Granted
Exercised
Expired
Forfeited
Outstanding at end of year
Exercisable at end of year
2013 Outstanding at beginning of year
Granted
Exercised
Expired
Forfeited
Outstanding at end of year
Exercisable at end of year
1 466515
1 170195
(26909)
2609801
1 465515
1 465515
$ 465
515
490
$ 487
$
$ 465
$ 465
$
91 5
91 6
864
860
g_1 5
91 5
$ 1 1 1 8
$
$ 733
$
The weighted average fair value of performance vested options granted during 201 4 and 201 3 was $040 for each year
Time Ve ste d O ption s
The Company recognized $782 and $44 I of stock-based compensation expense related to the granting of time vested stock options for the years ended December 20 14 and 2013 respectively There were no time vested options granted in 2012
As of December 3 1 201 4 there was $2 1 30 of total unrecognized compensation cost related to nonshyvestediime vested options granted underthe Plan The unrecognized cost is expected to be recognized over a weighted-average period of 26 years
Performan ce Veste d O ption s
The value of the performance vested options is a function of 1 ) the likelihood of a n Exit Event and 2) the likelihood of that Exit Event achieving the 1 2 IRR threshold These weighted average probabilities are then m ultiplied by the full value of a time vested option to derive the value of the performance options
The valuation methodology for the performance vested options involved ihree separate analysis
I Sale of control analysis 2 Initial public offering analysis 3 Remain private analysis
There was no expense recorded in 201 4 and 201 3 related to the performance vested options
There were no performance vested options granted in 201 2
36
STANDARD BANCSHARES INC AND SUBSIDIARI ES
N OTES TO CONSOLI DATED FI NANCIAL STATEMENTS (in thousands except share data)
Note 1 3 - Employee Benefit Plans (Continued)
As of December 3 1 2014 there was $1 059 of total unrecognized compensation cost related to nonshyvested performance vested options granted under the Plan The cost is expected to be recognized when it is determined that it is probable that a qualifying Exit Event will occur
Note 1 4 - Commitments
Operating Leases
The Bank leases property at various branch locations unde r terms that are considered to be an operating lease The leases expire in various years through 2020 Office rent expense was $728 $875 and $919 for 2014 2013 and 2012 respectively
Other Co mmitments
The Bank has a contract with a computer seNice company that expires in 201 6 Data processing expense was $2729 $2746 and $2424 for 201 4 201 3 and 2012 respectively
Annual future minimum payments for these agreements are as follows
Note 1 5 - Income Taxes
Year ending December 31 201 5 201 6 2017 20 1 8 201 9 2020 and thereafter
$3037 2884
394 203 1 26
1 6 $6 660
The components of the provision (benefit) for income taxes are as follows
Current Deferred Total Tax Expense (Benefit)
2014 $ 3494
7 1 62 $ 1 0656
201 3 $ 2373
3425 $ 5798
2012 $ 1 306
(6928) $ (5622)
The effective tax rate differs from the federal statutory rate primarily due to the following
Tax at statutory federal income tax rate Tax exempt interest income State income taxes net of federal benefit BOLi income Meals and entertainment Non-deductible expenses Goodwill impairment
201 4
$8483 (133) 1 5 1 6 (486)
77 76
Stock settled rights expense 639
201 3 $ 4750
(82) 766
(486) 84
1 02
2012 $(1 2371 )
(1 08) (866) (500)
79 80
8 1 55
O th enet--=====48=====664=--====(-l --
$1 0656 $ 5798 $ (5622)
37
STANDARD BANCSHARES INC AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (in thousands except share data)
Note 1 5 - Income Taxes (Continued)
The net deferred tax asset included at December 31 2014 and 2013 consists of the following
2014 201 3 Gross deferred tax assets
Allowance for loan losses $19212 $23305 Other real estate owned 2866 49 1 6 Non-accrual loan interest 4064 3 991 State net operating loss 1 835 2358 Accrued compensation 1 938 1 471 Depreciation 1 387 1 412 FNMA amp FHLMC preferred stock 1 270 1 270 Other assets 271 434
Total gross deferred tax assets $32843 $39 157
Gross deferred tax liabilities Purchase accounting adjustments $ 1 069 $ 1 282 Mortgage servicing rights 946 1 060 Unrealized gainloss on AFS securities 1 1 9 692 Other liabilities 1 306 1 31
Total gross deferred tax liabilities $ 3440 $ 3 165
Net deferred tax asset $29403 $35992
At December 31 2014 the Company has $33929 of Illinois net operating loss carryforwards expiring in 2025 and $2330 Indiana net operating Joss expiring in 2025 and 2026 which will be available to reduce future taxable income
The Company does not expect the total amount of unrecognized tax benefrts to significantly change in the next twelve months The Company recognized no interest andor penalties related to tax matters in tax expense
The Company and its subsidiaries are subject to US federal income tax as well as income tax of the state of Illinois and Indiana The Company is no longer subject to examination by taxing authorities for years before 201 0
3 8
STAN DARD BANCSHARES INC AND SUBSIDIARIES
NOTES TO CONSOLI DATED FI NANCIAL STATEMENTS (in thousands except share data)
Note 1 6 - Contingent Liabilities and Commitments
The Company does not reflect in its financial statements various commitments and contingent liabilities which arise in the normal course of business and which involve elements of credit risk interest rate risk and liquidity risk These commitments and contingent liabilities are commitments to extend credit commercial letters of credit and standby letters of credit A summary of the Banks commitments and contingent liabilities at December 31 is as follows
Commitments to extend credit under Unused commercial and other lines of credit Unused equity lines of credit Standby letters of credit
2014 201 3
$262907 46 125 42041
$234893 52905 40284
Commitments to extend credit commercial letters of credit and standby letters of credit a l l include exposure to some credit loss in the event of nonperformance of the customer The Banks credit policies and procedures for credit commitments and financial guarantees are the same as those for extension of credit that are recorded on the consolidated balance sheet Because these instruments have fixed maturity dates and because many of them expire without being drawn upon they do not generally present any significant liquidity risk to the Bank The Bank has not incurred any significant losses on its commitments in either 2014 201 3 or 2012
The Bank is party to litigation and claims arising in the normal course of business Management after consultation with legal counsel believes that the liabilities if any arising from such litigation and claims will not be material to the Companys consolidated financial position
Note 1 7 - Derivatives
D erivative contracts entered into by the Company are limited to those that are treated as non-designated derivative instruments The Company provides customers with interest rate swap transactions and offsets the transactions with interest rate swap transactions with inter-bank dealer counterparties as a means of offering risk management solutions to customers As ofDecember 3 1 2014 there were $6006 outstanding in notional values of swaps where the Company pays a variable rate of interest and the customer pays a fixed rate of interest This position is offset with counterparty contracts where the Company pays a fixed rate of interest and receives a floating rate of interest The estimated fair value of interest rate swaps was recorded as an asset of $207 and as a liability of $214 as of December 31 2014 Swaps with customers and inter-bank dealer counterparties are carried at fair value with adjustments recorded in other income The net effect of fai r value adjustments running through the income statement was immaterial during the year ended December 31 2014 There were no interest rate swap derivatives as of December 3 1 2013
3 9
STANDARD BANCSHARES I NC AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (in thousands except share data)
Note 1 8 - Financial I nstruments Fair Value Disclosure
The fair value measurement accounting Hterature establishes a fair value hierarchy which requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value The standard describes three levels of inputs that may be used to measure fair value
1 Level 1 - Unadjusted quoted mariltet prices in active markets that are accessible at the measurement date for identical unrestricted assets
2 Level 2 - Significant other observable inputs other than Level 1 prices such as quoted market prices for similar assets and liabilities quoted prices in markets that are not active or other inputs that a re observable or can be corroborated by observable market data
3 Level 3 - Signlficant unobservable inputs that reflect a reporting entitys own assumptions about the assumptions that mariltet participants would use in pricing an asset o r liability
A financial instruments level within the fair value hierarchy is based on the lowest level of input that is significant to the fair value measurement
Fair values of assets measured on a recurring basis at December 3 1 2014 and 2013 are as follows
De ce mbe r31 2014 Financial Assets
Securities available-for-sale US government sponsored entities and agencies Mortgage-backed securities - residential Equity securities
Total securities available-for-sale
Derivatives
Financial Liabilities
Derivatives
De ce mbe r 31 2013 Financial Assets Securities available-for-sale
US government sponsored entities and agencies Mortgage-backed secu rities - residential Equity securities
Total securities available-for-sale
Fair Value
$1 46307 3668 4 41 9
$1 54 394
$ 207
$ 214
$ 1 24431 1 2203
2 954 $ 1 39 588
Fair Value Measurements Usin1 Quoted Significant P rices Other
in Active Observable Markets Inputs (Level 1 ) (Level 2)
$
392 $ 392
$ -
$ -
$
$1 46307 3668 4 027
$1 54 002
$ 207
$ 2 1 4
$ 1 24431 12203 1 984
$1 38 61 8
Significant Unobservable
Inputs (Level 3)
$
$
$
$
$
$
As of December 31 2014 and 2013 there were no transfers between levels
40
STANDARD BANCSHARES I NC AND SUBSI DIARIES
NOTES TO CONSOLI DATED FI NANCIAL STATEMENTS (in thousands except share data)
Note 1 8 - Financial I nstruments Fair Value Disclosure (Continued)
The fair values of marketable equity securities available-for-sale are generally determined by quoted market prices in active markets for each specific security (Level 1 measurement inputs) If Level 1 measurement inputs are not available for a marketable equity security the fair value is determined by the quoted market price of a similar security traded in an active market (Level 2 measurement inputs)
The fair values of debt securities available-for-sale are generally determined by matrix pricing which is a mathematical technique widely used in the industry to value debt securities without relying exclusively on quoted market prices for the specific securities b ut rather by relying on the securities relationship to other benchmark quoted securities (Level 2 measurement inputs)
Derivative s
The fair value of derivatives are based o n valuation models using observable market data a s of the measurement date (Level 2) Our derivatives are traded in an over-the-counter market where quoted market prices are not always available Therefore the fair values of derivatives are detenmined using quantitative models that utilized multiple market inputs The inputs will vary based on type of derivative but could include interest rates prices and indices to generate continuous yield or pricing curves prepayment rates and volatility factors to value the position The majority of market inputs are actively quoted and can be validated through external sources including brokers market transactions and thirdshyparty pricing services
Fair values of assets measured on a nonrecurring basis are as follows
Oe ce mbe r31 2014 Other real estate owned net Impaired loans Loans held for sale Mortgage servicing rights
De ce mbe r 31 2013 Other real estate owned net Impaired loans Loans held for sale Mortgage servicing rights
Fair Value
$ 1 6233 41 895
8274 2435
$12 930 54 1 62
5408 2726
Fair Value Measurements Using Quoted Significant Prices Other
in Active Observable Markets Inputs (Level 1 ) (Level 2)
$ $
8274
$ - $
5408
Significant Unobservable
Inputs (Level 3)
$ 1 6233 41 895
2435
$1 2930 541 62
2726
Other real estate owned are initially recorded at fair value less costs to sell when acquired and are subsequently measured at the lower of cost or fair value less estimated costs to sell Fair values are based on third party appraisals of the property or internal valuations on smaller properties using comparable market data and various external resources resulting in a level 3 classification When the carrying value exceeds the fair value less costs to sell an impairment loss is recognized
The fair value of impaired loans secured by real estate with specific allocations of the allowance for loan --------- 1osses-is-generally-based-on--recent-real-estate-appraisals-or-internal-valuations-on-smaller-prnperties--shy
using comparable market data and various external resources These appraisals may utilize a single
41
STANDARD BANCSHARES INC AND SUBSI DIARIES
NOTES TO CONSOLI DATED FI NANCIAL STATEMENTS (in thousands except share data)
Note 1 8 - Financial Instruments Fair Value Disclosure (Continued)
valuation approach or a combination of approaches including comparable sales and the income approach resulting in a level 3 classification
Loans held for sale are carried at the lower of cost or fair value which is evaluated on a pool-level basis The fair value of loans held for sale is determined using quoted prices for similar assets adjusted for specific attributes of that loan or other observable market data such as outstanding commitments from third party investors resulting in a level 2 classification
The Company records its mortgage servicing rights at fair value and includes them in other assets in the Consolidated Balance Sheets Mortgage servicing rights do not trade in an active market with readily observable prices Fair value is based on market process for comparable mortgage servicing contracts when available or alternatively is based on a valuation model that calculates the present value of estimated future net servicing income Key economic assumptions used in measuring fair value of mortgage servicing rights at December 31 2014 included prepayment speeds maturities and discount rates While market based data is used to determine the assumptions the Company incorporates its own estimates of the assumptions market participants would use in determining the fair value of mortgage servicing rights which results in a level 3 classification
De cembe r 31 2014 Assets Cash and cash equivalents Securities held-to-maturity Securities available-for-sale Loans - net Loans held for sale Federal Home Loan Bank stock at cost Accrued interest receivable Derivatives
Liabilities
Deposits Federal Home Loan Bank advances Accrued interest payable Derivatives
De ce mbe r 31 2013 Assets
Cash and cash equivalents Securities held-to-maturity Securities available-for-sale Loans - net Loans held for sale Federal Home Loan Bank stock at cost Accrued interest receivable
Liabi lities Deposits Accrued interest payable
42
Carrying Value
$ 1 99476 3888
1 54394 1 744331
8274 3247 59 1 9
207
$ 1 993572 1 5000
265 214
$ 234 1 83 1 762
1 39588 1 61 9995
5408 3 143 5 576
$1 91 9 1 05 286
Fair Value
$ 1 99476 3 564
1 54394 1 798279
8274 3247 591 9
207
$1 992796 1 4984
265 214
$ 234 1 83 1 41 5
1 39588 1 679668
5408 3 143 5576
$ 1 920335 286
STANDARD BANCSHARES I NC AND SUBSI DIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (in thousands except share data)
Note 1 8 - Financial I nstruments Fair Value Disclosure (Continued)
In estimating the fair value of certain assets and liabilities not previously presented the following assumptions were made
Cash and Cash Equivalents
The carrying amounts of cash and equivalents reported in the balance sheet approximate fair value
Securities
Estimated fair values of securities are based on one of three models 1 ) quoted market prices where available 2) quoted market prices for similar instruments if quoted market p rices are not available 3) unobservable data that represents the Banks assumptions about items that market participants would consider in determining the fair value where no market data is available
L oans
Fair values of loans excluding loans held for sale are estimated as follows For variable rate loans that re-price frequently and with no significant change in credit risk fair values are based on carrying values Fair values for other loans are estimated using discounted cash flow analyses using interest rates currently being offered for loans with similar terms to borrowers of similar credit quality to calculate the present value of future contractual principal and interest cash flows and discounting them back to the present using a discount rate Impaired loans are valued at the lower of cost or fair value as described previously The methods utilized to estimate the fair value of loans do not necessarily represent an exit price
The fair value of loans held for sale is estimated based upon binding contracts and quotes from third party investors
Federal Home Loan Bank (FHLB) Stock
The carrying amounts reported in the balance sheet approximate fair value
Accrued Interest Receivable I Payable
The carrying amounts reported in the balance sheet approximate fair value
Deposits
The fair values disclosed for demand deposits (eg interest and non-interest checking passbook savings and certain types of money market accounts) are by definition equal to the amount payable on demand at the reporting date (ie their carrying amount) The carrying amounts of variable rate fixed-term money market accounts and certificates of deposit approximate their fair values at the reporting Fair values for fixed rate certificates of deposit are estimated using a discounted cash flows calculation that applies interest rates currently being offered on certificates to a schedule of aggregated expected monthly maturities on time deposits
Federal Home Loan Bank Advances
The fair value of Federal Home Loan Bank advances is estimated using discounted cash flow analyses --------based-on-the-currentborrowing-rate-of-similartypes-of-advances
43
STANDARD BANCSHARES I NC AND SUBSIDIARI ES
NOTES TO CONSOLI DATED FINANCIAL STATEMENTS (in thousands except share data)
Note 1 8 - Financial I nstruments Fair Value Disclosure (Continued)
Off-balance sh eet in strum ents
Fair asset andor liability value of off-balance sheet financial instruments as described in Note 1 6 may be estimated by applying fees currently charged for comparable commitments Based upon the qual ity of these commitments and their demand in the financial market it has been assumed that there is no material difference in the estimated fair value
Note 1 9 - TARP Capital Purchase Program
On April 24 2009 the Company entered into a Letter Agreement with the United States Department of Treasury (the Treasury) pursuant to which the Company sold to the Treasury 6000 shares of the Companys Fixed Rate Cumulative Perpetual P referred Stock Series A for $60 million and a warrant to acquire $3 million of Fixed Rate Cumulative Perpetual P referred Stock Series B for a nominal exercise price Immediately upon consummation of the closing the Treasury exercised the warrant and acquired the Series B Preferred Stock The Preferred Stock Series A qualified as Tier 1 capital and paid cumulative dividends q uarterly at a rate of 5 per annum The P referred Stock Series B qualified as Tier 1 capital and paid cumulative dividends quarterly at a rate of 9 per annum The difference between the initial carrying value that was allocated to the Series B Preferred Stock and its redemption value of $3 million will be charged to retained earnings (with a corresponding increase in the carrying value of the Series B Preferred Stock) over the first five years of the contract as an adjustment to the dividend yield using the level yield method During 201 1 the Company elected to suspend dividend payments For the year ended December 31 2012 total dividends of $3462 had been declared but not paid On February 22 201 3 1 3548387 of common shares were issued to the US Treasury in exchange for the $60 million and $3 million of Fixed Rate Cumulative Preferred Stock Series A and Series B respectively The Treasury subsequently sold those shares to institutional investors at $465 per share In addition the Company paid $6 million of dividends to the Treasury which included 1 00 of past due dividends and dividends due through February 22 2013
Note 20 - Regulatory Matters
The Companys primary source of cash is dividends received from its subsidiary bank The subsidiary bank is subject to certain restrictions on the amount of dividends that it may declare without prior regulatory approva L In addition the dividends declared cannot be in excess of the amount which would cause the subsidiary bank to fall below the minimum required for capital adequacy purposes
Banks and bank holding companies are subject to regulatory capital requirements administered by federal banking agencies Capital adequacy guidelines and additionally for banks prompt corrective action regulations involve quantitative measures of assets liabilities and certain off-balance-sheet items calculated under reg ulatory accounting practices Capital amounts and classifications are also subject to qualitative judgments by regulators Failure to meet capital requirements can initiate regulatory action Management believes as of December 3 1 2014 the Company and Bank meet al l capital adequacy requirements to which they are subject
Prompt corrective action regulations provide five classifications well capitalized adequately capitalized undercapitalized significantly u ndercapitalized and critically undercapitaized although these terms are not used to represent overall financial condition If adequately capitalized regu latory approval is required to accept brokered deposits If undercapitalized capital distributions are limited as is asset growth and expansion and capital restoration p lans are required At year-end 201 4 and 2013 the most recent reg ulatory notifications categorized the Bank as well capitalized under the regulatory framework for prompt corrective action There are no conditions or events since that notification that management believes have changed the institutions category
44
STAN DARD BANCSHARES I NC AND SUBSI DIARI ES
NOTES TO CONSOLIDATED FI NANCIAL STATEMENTS (in thousands except share data)
Note 20 - Regulatory Matters (Continued)
The Banks actual and required capital amounts and ratios are as follows
To Be Well Capitalized U nder
For Capital Prompt Corrective Actual Adeguac[ Puqoses Action Provisions
Amount Ratio Amount Ratio Amount Ratio As of December 31 2014 Total Capital
(to risk-based assets) Company $271 785 143 $ 152226 80 NA NA Bank 269993 1 42 1 52229 80 $1 90286 1 00
Tier I Capital (to risk-based assets) Company 247887 1 30 76 1 1 3 40 NA NA Bank 246093 129 761 14 40 1 14 171 60
Tier I Capital (to average assets) Company 247887 1 08 92 1 26 240 NA NA Bank 246 093 1 07 92 1 09 240 1 1 5 1 36 2 5 0
As of December 31 2013 Total Capital
(to risk-based assets) Company $246213 1 38 $142344 280 NA NA Bank 244607 1 38 1 42 170 280 $ 1 77713 2100
Tier I Capital (to risk-based assets) Company 223444 126 71 1 72 240 NA NIA Bank 221 838 1 25 71 085 240 1 06628 2 60
Tier I Capital (to average assets) Company 223444 1 03 86430 240 NIA NA Bank 221 838 1 03 86450 240 1 08 063 2 50
45
STANDARD BANCSHARES INC AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (in thousands except share data)
Note 21 - Capital Management
The overall objectives of the Companys capital management are to have the availability of sufficient capital to support loan deposit and other asset and liability g rowth and to maintain capital to absorb unforeseen losses or write-downs that are inherent in the business risk associated within the banking industry The Company seeks to balance the need for higher capital levels to address growth and unforeseen risks and the goal to achieve an adequate return on capital invested
In July 201 3 the federal banking agencies issued a final rule revising the regulatory capital rules applicable to most national banks and federal savings associations as well as their holding companies generally beginning on January 1 201 5 The rule implements the Basel Committees December 201 O framework known as Basel I l l for strengthening the international capital standards as wel l as certain p rovisions of the Dodd-Frank Act The final ru le implements a revised definition of regu latory capita l a new common equity Tier 1 minimum capital requirement of 450 and a higher minimum Tier 1 capital requirement of 600 (which is an increase from 400) Under the final rule the total capital ratio remains at 800 and the minimum leverage ratio is 400
Additionally under the final rule in order to avoid l imitations on capital distributions including dividend payments and certain discretionary bonus payments to executive officers a banking organization must hold a 25 capital conservation buffer composed of common equity Tier 1 capital above its minimum risk-based capital requirements The b uffer is measured relative to risk-weighted assets The final rule also enhances risk sensitivity and addresses weaknesses identified by the regulators over recent years with the measure of risk-weighted assets
The new minimum capital requirements will b e effective for the Company on January 1 201 5 whereas the capital conservation buffer and the deductions from common equity Tier 1 capital phase in over time beginning on January 1 201 6
Capital Raise
On February 22 201 3 Standard Bancshares Inc completed its recapitalization by issuing 29864795 shares of common stock at $465 per share for gross proceeds of $ 1 389 million 1 3 548387 of the common shares were issued to the US Treasury (the Treasury) in exchange for the $63 million of Fixed Rate Cumulative Preferred Shares Series A and B The Treasury subsequently sold those shares to I nstitutional Investors at $465 per share An additional 16 316408 of common shares were issued to Institutional Investors and private investors Of the aggregate 29864795 common shares issued 1 9430750 are voting shares and 1 0434045 are mm-voting shares
In conjunction with the recapitalization the Articles of Incorporation of the Company were amended to authorize 20000000 shares of preferred stock at $001 par value No preferred stock has been issued as of December 31 2014
Sto ck Settled Rights (SSRs)
On February 22 201 3 in connection with the recapitalization of the Company the Board of Directors distributed as a dividend in kind 7293407 Stock Settled Rights (SSRs) to the holders of the Common Stock as of the Record Date (November 5 2012) The number of SSRs issued is equal to the product of (i) 03888 and (ii) 18757921 the number Common Shares outstanding as of the Record Date The estimated fair value of the SSRs completed by an independent third party as of September 30 2014 and February 22 201 3 was determined to be approximately $026 per SSR or $1 880 and approximately $021 per SSR or $1 532 respectively Expense recorded related to the SSRs was $1 880 in 2014 No expense was recorded in 201 3
46
STANDARD BANCSHARES INC AND SUBSI DIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (in thousands except share data)
Note 21 - Capital Management (Continued)
Stock Settled Rights (SSRs) (Continued)
The SSRs are structured as common stock dividends to be paid to certain common shareholders of the Company under specific conditions The amount of common stock to be distributed is determined by a formula that considers among other things the value of the outstanding common stock at the Settlement Date Settlement Date is defined as the earlier of (i) the date a liquidity event (an I POrecapitalization or a sale of control) occurs during the term of the SSRs and (ii) the SSR Expiration Date (February 22 201 8) The SSRs will be exercised based on the value of the common shares at that time subject to the Settlement Rate formula
The Accretion Rate is a component of the Settlement Rate It is either an middotannual rate of 80 or 120 with the value determined by the cum ulative economic losses that occur in the loan portfolio from June 30 201 1 to the time the SSRs are settled
On the Settlement Date the Company shall determine the number of shares of Common Stock issuable upon the settlement of an SSR The Settlement Rate shall be calculated based on a formula that considers among other factors the value per share of the common stock on a fully diluted basis reduced by the accretion rate with that number divided by the value per share of common stock on a fully diluted basis
If the Settlement Rate is greater than zero the Company shall issue and deliver to each of the SSR Holders a number of shares of Common Stock equal to the product of (i) the Settlement Rate multiplied by (ii) the number of SSRs held by such H older as reflected in the SSR register as of the close of business on the last Business Day prior to such Settlement Date
In connection with the occurrence of a Liquidity Event on or prior to the Expiration Date the Board of Directors may at its option and in its sole discretion order the redemption and the Company may redeem the SSRs in whole or in part at the redemption price per SSR based on a formula that considers the price per share of Common Stock at which the Company is valued on a fully diluted basis in connection with such Liquidity Event as determined in good faith by the Independent Committee plus a l l cash dividends paid oil the common stock from the date of issuance of the SSRs less $465 accreting on a daily basis at the Accretion Rate
The Company hired an independent third party firm to value the SSRs The following variables were taken into consideration when deriving a value for the SS Rs
1 ) The probability of a liquidity event (sale of control or PO) during the term of the SS Rs 2) The Accretion Rate assigned to the Settlement Rate of the SSRs 3) The estimated value of the Companys common stock at the earlier of a) a liquidity event or b)
the SSR Expiration Date (February 22 201 8) 4) The type of liquidity event that might occur 5) Future value parameters including a) tangible common book value b) earnings and c) market
conditions
The valuation of the common shares at the Settlement Date will depend on the Companys financial condition and the market pricing of financial institution stock both on a stand-alone basis and on a sale of control basis at that time
47
STANDARD BANCSHARES I NC AND SUBSIDIARI ES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (in thousands except share data)
Note 22 - Condensed Financial Statements
The Company was incorporated in I l linois on February 23 1 982 The Company accounts for its investment in subsidiaries under the equity method Under this method the investment is recorded at cost adjusted for the subsidiaries undistributed net income (loss) Presented below are the condensed financial statements of Standard Bancshares I nc (Parent Company Only)
Assets Cash Investment in subsidiaries Other assets
Total assets
CONDENSED BALANCE SH EETS DECEMBER 31 2014 AND 2013
Liabilities and shareholders equity Other liabilities Total stockholders equity
Total liabilities amp stockholders equity
2014 $ 4 163
264242 328
$268733
$ 2685 266048
$268733
CON DENSED STATEMENTS O F I N COME YEARS ENDED D ECEMBER 31 201 4 201 3 AND 201 2
2014 I ncome
Other income $
Expenses 2909 Loss before income taxes and equity in undistributed
earnings of subsidiaries (2909) Income tax benefit 88
Loss before equity in undistributed earnings of subsidiaries (2821)
Equity in undistributed earnings (loss) of subsidiaries 1 7 1 1 5
Net income (loss) 1 4294 Preferred dividends and discount accretion on preferred shares
Net income (loss) applicable to common shareholders $1 4294
48
201 3 $ 2 1 95
248 090 1 944
$252229
$ 322 251 907
$252229
201 3 201 2
$ $ 1
1 747 8539
(1 747) (8538) 291 1 0 1 7
(1 456) (7521) 9 629 (23241) 8 173 (30762) 1 1 24 4090
$ 7049 $(34852)
STAN DARD BANCSHARES INC AND SUBSIDIARIES
NOTES TO CONSOLIDATED FI NANCIAL STATEMENTS (in thousands except share data)
Note 22 - Condensed Financial Statements (Continued)
CONDENSE D STATEMENTS OF CASH FLOWS YEARS ENDED DECEMBER 31 2014 201 3 AND 201 2
Cash flows from operating activities Net income (loss)
Adjustments Equity in undistributed net (income) loss of subsidiaries Amortization Stock based compensation expense ( Increase) decrease in other assets Increase (decrease) in other liabilities
Net cash provided by (used in) operating activities Cash flows from financing activities
Issuance of common stock net of issuance costs Capital contribution to Standard Bank Repayment of note payable Cash Dividends
N et cash provided by financing activities
Net increase (decrease) in cash
Cash - beginning of year
Cash - end of year middot
Supplemental schedule of non-cash financing activities Change in par value on common stock Exchange of preferred stock to common stock
49
2014
$ 1 4294
( 17 1 1 5) 28
782 1 616 2363 1 968
1 968
2 1 95
$ 4 163
$ $
201 3
$ 8 1 73
(9629) 29
441 1 872
(4273) (3387)
68598 (41 500) ( 16 1 00)
(6026) 4972
1 585
6 1 0
$ 2 1 95
$ 4277 $63000
201 2
$(30762)
23241 6 1 67
( 1908) 2 043
( 1 2 1 9)
( 1 2 1 9)
1 829
$ 6 1 0
$ $
FORM FR Y-6
STANDARD BANCSHARES INC
Hickory Hills Illinois Year Ending Dccember31 2014
REPORT ITEM
1 The BHC Is not registered with the SEC Coples of the Annual Report Nil be sent undersepirate cover when completed
2a Organization Chart fo Standard BallCShares Inc
I THE BOULEVARD INC
SL John Indiana 100
JnCQrporated in Indiana
2b Branch Verification
STANDARD BANCSHARES INC Hickory Hills Illinois Jncorporateltl In Illinois
STANDARD BANKAND TRUST COMPANY Hickory Hills llllnois
Incorporated In lllnols 100
I STANDARD REDEVELOPMENT INC
Hickory Hills Illinois 100
Incorporated in Illinois
(Not subject to Y-10 reporting ) Code 91 CE - Liquidation Of debts previously contracted
The branch and lax-kl flStings were emailed to branch revieW on 223115
3 (1) As ofyear-end
Name and Address
Trident SBI Holdings lP Greeffilidl CT
Robert E Gallagher Sr Trust John D Gallagher Trustee Palos Heights IL
The Gallagher Standard Bancshares TR Timolhy J GaJagheuror Trustee Hickory Hitls IL
Pantheon Standard LP San Francisco CA
CohesVe Capital Parners LP New York NY W Capital Partners II LP NewYork NY
Couritrlt of Citizenship or lncorooratlon Number and Percentage Of Voting Serurtties
USA 5662194- 1483
USA 5516086 - 1444
USA 4382666 - 1 t47
USA 3762128-985
USA 2 150537 - S63
USA 2 150537 - 563
Note llle shares in the Robert E Gallagher Sr Tr are voted on by John D Gallagher Director of Standard Bank Tue shares Jn the Gallager Standard Bancshares Tr are voted on by Timolhy J Gallagher Director of Standard Bank
3 (2) OtherSharehofors oat listed in Section 3 (1) above that held more than 5 during the year
None
Resuhs A Ilse of branches forvour holdln1 company STANDARD 8ANCSHARES INC (1245590) or HICKORY HILLS IL
The d1ta are n of 12312014 Data re II Kb information tlat wu received aod processed throuah 01072015
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bull FDtC UNINUM Office Number and ID_RSSO co1unvu ara for reference only Verification of these values is not required
- - 8nch Suvlce Type Branch 10 RSSO ia- terNeme Street Address City
ok FuUServltefHud Officel 19730 STAN OARD BANK ANO TRUST COMPANY 7800 WEST 9STH STREET HICKORY HILLS
ok Full Service 3202168 BOLINGBROOK BRANCH 282 NORTH WEBER ROAD BOLINGBROOK
ok Limited Strvce 4126065 CALUMET CITY 1968 SIBLEY BOULEVARD CALUMET CITY
FullSetvke 3309928 CLARK STREET 8RANOi 3747 NORnt CLARK STREET atlCAGO
ok FullServiett 474339 EWING BRANOf 10635 SOUTH EWING AVENUE CHICAGO
ok Full Servtce 2079925 HEGWISCH BRANCH 13336 SOUTH BALTIMORE AVENUE CHICAGO
ok limited Se-rvke 20817)5 SOUnt DERRING FACILITY 10535 SOVTH TORRENCE AVENUE CHICAGO
Full Service 4099271 THOREK BRANOi 836 WEST IRVING PARK ROAD OUCAGO
ok Full Service 2121280 COAL CITY BRANot 20 SOUTH KANKAKEE COAlCITY
full Service 2809038 EVERGREEN PARK BRANCH 2400 WEST 95TH STREET EVUtGREEN PARK
ok Full Service 3188909 FRANKFORT BRANCH 19997 LA GRANGE ROAD FRANKFORT
Full5etvice 810436 CiARONERBRANCJ1 118 DEPOT STREET GARDNER
ok FultSrvlct 3188897 JOLIET ampRANCJ1 2398 ESSINGTON ROAO JOLIET
Full Service 3439553 LOClCPORT BRANCH 16545 WEST 159TH STREET LOCKPORT
ok Full Service 290931 LYONSlST AVENUE BRANCH 8601 OGDEN AVENUE LYONS
ok Full Service 3671504 MINOOKA BRANCH 515 WESTUS ROUTE 6 MINOOKA
ok LlmltcServfce 2111338 MOAAIS LISBON BRANCH 1433 USBON STREET MORRIS
ok Full Servkt 2809010 MORRIS ROUTE 6 BRANCH 1111 WEST US ROUTpound 6 MORRIS
Ful1 Servlct 2809047 NAPERVILLE BRANCH 1607 NORTH AURORA ROAD NAPERVILLE
ok full 5ervfce 2809056 NEW LENOX BRANCH 456 NELSON ROAD NEW LENOX
Full sMce 2103129 OAK FOREST BRANOf 15901 SOUTH CENTRAL AVENUE OAX FOREST
ok Full SeMct 3490255 OAK LAWN lllTH BRANOf 4700 WEST 111TH STREET OAK LAWN
ok Full Sfrvlce 2096717 OAK LAWN 95TH BRANCH 4001 WEST 95TH STREET OAK LAWN
ok Full Service 2295538 ORLAND PARK BRANCH lSCXJO SOUTH WOLF ROAD ORLAND PARt
State VpCode
IL 60457
IL 60440
IL 60409
IL E06H
IL 00617
IL 0063
IL 00617
IL 60613
IL 60416
IL 60805
IL 6042
IL 60424
IL 60435
IL 60441
IL 60534
I L 60447
IL 60450
IL 60450
IL 60563
IL 60451
IL 60452
IL 60453
IL 60453
IL 60467
County CawN FDICUNINUM Offb Numberbull Haad otfice Head Office 10 RSSD Comments
COOK UNITEO STATES 10748 0 STANOARO BANK ANO TRUST COMPANY 19730
Will UN ITED STATES 419532 34 STANDARD BANK ANO TRUST COMPANY 19730
COOK UNITED STATES 510611 44 STANDARD BANK AND TRUST COMPANY 19730
COOK UNITpound0 STATES 429662 35 STANDARD BANK ANO TRUST COMPANY 19730
COOK UNITED STATES 12089 18 STANDARD BANK AND TRUST COMPANY 73ltgt
COOK UNITED STATES 244100 20 STANDARD BANK ANO TRUST COMPANY 19730
COOK UNITED STATES 244099 19 STANDARD BANK ANO TRUST COMPANY 19730
COOK UNITED STATpoundS 510612 4S STANDARD BANKANDTRUSTCOMPANV 1973ltgt
GRUNDY UNITED STATES 263852 17 STANDARD SANK AND TRUST COMPANY 730
COOK UNITED STATES 13875 4 STAN OARD BANK AND TRUST COMPANY 19730
Will UNITED STATES 357237 15 STAN OARD BANK AND TRUST COMPANY 19730
GRUNDY UNITED STATES 7234 1 STAN DARO BANK ANO TRUST COMPANY 19730
Will UNITED STATES 238ASA 13 STANDARD BANK ANO TRUST COMPANY 19730
Will UNlTEO STATES 450324 38 STAN OARD BANK AND TRUST COMPANY 19730
COOK UNITED STATES 10912 22 STANDARD BANK ANO TRUST COMPANY 19730
GRUNDY UNITED STATES 465426 42 STANDARD BANK AND TRUST COMPANY 1973ltgt
GRUNDY UNITED STATES 266774 16 STANDARD BANK ANO TRUST COMPANY 1730
GRUNDY UNITED STATES 2243S6 10 STANDARD BANK AND TRUST COMPANY 19730
OU PAGE UNITED STATES 238451 6 STANDARD BANK ANO TRUST COMPANY 19730
Will UNITED STATpoundS 238452 11 STAN OARD BANK ANO TRUST COMPANY 19730
COOK UNTED STATES 244101 21 STANDARD BANK AND TRUST COMPANY 19730
COOK UNITED STATES 441863 36 STANDARD BANK AND TRUST COMPANY 19730
COOK UNITED STATES 238447 1 STANDARD BANK AND TRUST COMPANY 19730
COOK UNITED STATES 238450 5 STANDARD BANt AND TRUST COMPANY 19730
ok Fullrvke 2100379 PALOS 11HH BfANOl 11901 SOUTHWEST HIGHWAY PALOSPARIC ll 00464 COOK UNITED STATES 238448 2 STAN DARO BANK AND TRUST COMPANY 19730
ok rulSltVice 2427544 PALOS lllST BRANCH 9700WEST lllST STREET PALOS PARK ll 00464 COOK UNlTEOSTATES 238449 3 STAN DARO BANK AND TRUST COMPANY 19730
ot llmtedSrvke 3490273 NORTH RIVERSIDE BRANCH BJSOWEST CERMAK ROAD RlvtRSlDE ll COOK UNITED STATES 441864 37 STANDARD BANK AND TRUST COMPANY 19730
ot FuLServke 3202171 SHOREWOOD BRANOl 970 BROOK FOREST AVENUE SHOREWOOD It - t UNITED STATES 419531 33 STANDARD BANICANDTRUSTCOMPANY 19730
ok FulSrvlee 3188918 VILLA PARK BfWIOi 1 WESrRoostVrlTROAD VlltAPARIC It 50181 OUPAGE UNITED STATES 238455 14 STANDARDBANKANDTRUSTCOMPANY 19730
ok FulSrvke WllMINGTON BRANCH lOOSSOUTH WATER STREET WILMINGTON It 004 lt UNITED STATES 238453 12 STANDARD BANK AND TRUST COMPANY 19730
ok Fulfrvk 3197031 CHESTERTON BRANCH middot 755 JNDIAN BOUNDARY ROAD OIESTERTON IN PORTER UNITEDSTAlES 275664 32 STANDARD BANK AND TRUST COMPANY 19730
ok ruUrvic 2161D17 EASTCHCAGO BRANCH 4518 lNOANAPOUS BOULEVARD EAST CHICAGO IN 46312 lAKE UNITEDSTAlES 29 STANDARDSANKANDTRUSTCOMPANY 19730
ok Fulrvk 4913n HAMMOND BRANCH 1007 CALUMET AVENUE HAMMOND IN 46324 AKE UNITEDSTAlES 42227 30 STANDARD BANK AND TRUST COMPANY 19730
Fulrvlc 2161D3S HIGHtAND BRANCH 2930 RIDGE ROAD HIGHLAND IN 46322 UNITEOSTAlES 275659 27 STANDARD BANK AND lRUST COMP AN I 19730
ot Futtsrvke 2161044 LOWHl BRANCH 2090 EAST COMMERICALAVENUE LOWELL IN 463Sfgt21r AKE ONITEDSTAlES 275661 28 STANDARD BANK ANDTRUSTCOMPANI 19730
ok Full Srvlce 3439562 MERRlllVlllE BRANCH 579WESTUNCOlN HIGHWAY MERRlllVlllE IN 46410 AKE ONlEO STATES 450325 39 STANDARD BANK AND TRUST COMPANI 19730
ok Full Srvice 453712 SAINT JOHN BRANCH 9321 WICKER AVENUE SAINT JOHN IN 46373middot00 AKE ONtlEDSTATES 42414 26 STANDARD BANK AND rnusr COMPANY 19730
middot
Report ttem 4 Directors and Office (1) Name amp Address
J-Ohn R Barber New York NY
Christopher Doody Ne-vYork NY
1pound1 Pnncipal Occupation [rtmiddotrmiddotwittl BHC
Mariaging Partner eohesiVe ea pita I
Princlpal Storm Point Capital
(3) (bull) TrtiePosition with BHC Diredor
Director
FORM FR Y-9
STANDARD BANCSHARES INC Fiscal YearEnding Decttmber3112014
(3) lb) ltlePosition wffi1 Subsidiaries
NIA
NIA
(3) (c TrtlePosltlon wttn otherbuslne$es
Managtng Partner Cohesive Capital
Principal Stone Point Ciipitit
bull Stone Point ls the manager of the TriOOnt funds which are investment entities that own 25 or morn of the outstanding voting seairities orinlerests in various companles Mr Doody ls an ernployee and officer of Stone Point and is oo deemed to contror S1oria Point or the Trldent Funds He is not a principal securities holder of Stone Point or the Trident Funds The invstmenl committees of the Trident Funds are responsible for voting the shares or such companies and Mr Doody is not a member of the investment committees of the Trident Fonds A sctiedule of such companies in which U1e Trident funds hnve invested is available upon request
John o Gallagher Ortand Park IL
Managing Genera[ Partner OfdlarU Hill Bldg Co
Director Dior-standarU Bank
Managin9 GenerBi Partner Orchard HlllmiddotB1dg Co President Ordiard Hm Building Co Inc
Managing Member Qnhard Hill Construction LLC
Managing Membelt Austin Construction Co bull LLC
Presdenl Bougton Development Co
President ennStructildeg Co lnc
Prestdenl middot Farmingdare Development eomiddot
middotana9in middotRa -middot middot fariTijngdre _Mittwo middot
Pldciit_ _ Fam1r9dale Utilify Co_
Managing Partner Frtz91erald Lad lnvestment Ptshp
(4) a) 1w of Voting Shares in BHC
563
middot1483
14450
(4)(o) (4) (b) Names of othfr companitts 4 of Voting (if 25 ormorl voting Shares in Subs securities a held
NIA
NIA
NIA
NIA
NIA
NIA
NIA
NIA
NIA
NIA
Dryden Cons1rudioo Co Inc 100
NIA
NIA
NIA
Frtzgerald Land Investment Plshp 25
(1) Name amp Mdlt=
John D Gallagher CJriand Pru IL
(2) Principal rbull _ BHC1
(3) (b) TdfePosition wiU1 SubsXfiarics
(J)(c TrtiePttSition wTUi other buslncssts
Trustee-Vote 100 Galla171ormiddot Henr)Tnisl
- Gallagher amp Henry Inc
Prumlaquo GaDaQhef Parloecs LP GB4 Jnc
Managing Partner Gl6mwod DevelopmElnt Co
Managmjl farlnelt Heruy Co Managmo Hermann Umd Investment Ptshp
Managing- Kolarlrugtd I lgthp Preltldeot Kokast -kimes Inc
PreSdenl Coo$trixtioo middotmiddot nc
- -MiAdams 400 Investment Ptshp
Msoagir(Q Partner Meifefl1 id lnpoundiiini _Pthp Managing Partner sr middotGod 1nVeslmoo Pbhp Managiog Partnef
-LampftPtshp TruSt6e
ThOGalfaghmiddotorSliujiini middot Trust
(4) (bull) of Voting Shares in BHC
(4) (b) of Voting Shares In SUbs
Names of other companies frf 25 degmom voting securiDes arn heJd NIA
NIA
NIA
NIA
NIA
NIA
NIA
Hennarm Lnnd Investment Ptshp 25
K6irland lovStrnerrlPiStip 25 NIA
NIA
NIA
Laod lNeStrnloi PlShp 25
df1li3 lfjJrlvtrpnt PWiP 25
Land l hp 25
e(Lao1fl PtShp 25_-xmiddotmiddot middot
standard tWesTrust 25 middot
(1) Name amp Address
Tnnothy J GsJlaghet Burr Ridge IL
(2) Principal Occupation [d other than with BHC)
(J) (a) TrltePosifion wtth BHC
(3)(b) TdiePosffion wittl Subskfcuies
OlaHrnan of the Board
(J) (c) TitlePosition with other businees
PreOOeot Brittany Glen Homeownoc l=gtc Suffield Woods Homeowner Assoc FanntngdaJe Viage Com Assoc fumlogdale Vdlage Com Assoc 2 Misty Meadoyenr Homeowner Assoc 1ltings1on Hills liomeOMler Assoc Gallagheramp Henrys Condos Goodiogs Grove Assoc Ganaghcr amp Heruys Goocfings Grove Umbretia Assoc Farmingdale Vil Cooos of Woodridge Homeowner Assoc Radc5ffe rtMe TOvlfflhomes Assoc
BNC OWnefs Assodatioo
Boughton Woodward Commenial Center LLC su-lgle MembeltUC- GB4 i5 member
Union Poirrte Investors Uc Sing1e MemberlLC- Union PcWe Oevclopmeot Co b member
Uoion POOte Buadlog Venture 1lLC Union 00rt lnvestorn LlC ts member Union Pofrrte Buikfing Venlilre 112 LLC Unton Point nveslor lLC is member
Union Pointe Boikfing Venture 3 LLC Union Poinl lnveslors UC is member
standgtnJ Bank -ALm1 Construction Co LlC
Pminlaquo Frtzyerald Lnnd Investment Pbttp
(lt)(bull) ofVotlng Shares in BHC
11520
(4) (b) ofVotiog Shares in Subs
NIA
Names of other companies (If 25 or l1XgtflJ voting securities aro held
NIA NIA NIA NIA NIA NIA NIA WA NIA NIA NIA
WA
NIA
WA
WA
NIA
NIA
WA
NIA
NIA
NIA
WA
WA
(1) =
Timothy J GJJbghctshyBorr Ridge IL
(2) Principal (if oUJef than wtth BHC)
3 (a) TitlePosition wilh BHC (3) 1c) Trtielosilion with other businesses ampcretuy amp Henry Inc
_ GieoMXgtd Developmeot Co
Partner Hermann Land Investment Pt5hp KOOr land Investment Ptstip
Secret3y Kolcast Homes loo
__ Koamp Construction Co Inc
Secrebgty Ordnrd Hin Buikfing Co Inc
Pa1nelt srrvb land 1ovestrnent Pshp -Smotelt Land Investment Ptshp Trustee- Vote 100 The Gollagher stmdafd
Trust
-- uruoo Pointe Development Co
lt4)(a) ofVotiog Shares in BHC
(4) (b) of Voting Shares In Sobs
tfamos of othcreomnk (lf25 ormoro vo6ng sccuritios arc held
NIA
NIA
NIA
Hennano Land Investment Ptshp 25
Kolar land Investment Pshp 25
NIA
NIA
NIA
Maas Land Investment Ptshp 25
McAdams Iand lnv=tmeni Plshp 25
Medema land lnvestme111 Ptshp 25
NIA
NIA
NIA
Slivka land Investment Plshp 25
SmoterUmd I Ptshp 25
Unkio Pointe Devdopmcot Co 25
(11 (21 Pl (a) 3 (b) 3) c) 4 (a) (4)b) Names of othelt com pan Name amp Adqross princi Occupation TJdcPositiorl TJHePositiorl TrticPosIDon of Voting of Voting [If 25 or mon voting
(if other than with Bl tc) wtth SHC with Subsidiaries with other businesses Shares In BHC Shares in Subs securities are heJd
Timothy J GaUagilet Slaquoretmy GB4 Inc SurRXgeIL GB4 lnc 251
Uoioo Polnte Bonding Venture 3 UC NIA Uoiont PoCnt lnves1ocs LLC is member
Lawraooe P Kelley NIA DirododVJCO Chaifman Oamp-edooVlce Chairman NIA 023lt))1 NIA NIA Pltullt IL PreraquoleoUCEO -0-0
standam Bank
Atampief Ko-arldt NIA DirodOlt Dirodoc NIA 0140 NIA NIA 1-fmsdak ll -
Howrd K Priess JI - deg Dirodoc Solo Pradiltgtoelt 0140 NIA NIA NapeMe IL Standard Bank
Owner White Oak Construction LlC Wh4te Oak Construction LLC 100
Robert A RoslKWt NIA Lead ndepcodeot Director oltedoc NIA D140( NIA NIA QOCago u standanl Bank
Charles E Shomo rv NIA deg Ciredor NIA 013lfI( NIA NIA Bur Ridgo IL standam Bank
Patrick J Hunt NIA _ Executive VPCFO NIA 008 NIA NIA Palos Heights IL EVPCfO standanl Bank
deg Scoltzu NIA Asst VPJAssl Asst VPAsst Secy NIA 00CXgt1 NIA NIA
Everyreen Park IL Sea-- SiandagtO Bank
STANDARD BANCSHARES INC AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (in thousands except share data)
Note 4 - Loans (Continued)
Substandard Loans designated as substandard are inadeq uately protected by the current net worth and paying capacity of the obligor or the collateral pledged if any Loans have a wellshydefined weakness or weaknesses that jeopardize the liquidation of the debt They are characterized by the distinct possibility that the Bank will sustain some loss if the deficiencies are not corrected
Performing Not Rated Loans classified as Performing Not Rated are considered to be performing loans at the time of u nderwriting but historically ones in which we do not obtain updated financial information after the loans are originated These are generally consumer loans first mortgage home loans and home equity loans
Loans not meeting the criteria above are analyzed individually as part of the above described process and are considered to be unclassified loans Based on the most recent analysis perfornied the loan risk classifications are as follows
Special Performing December 31 2014 Pass Mention Substandard Not Rated Total
Construction $ 80127 $ 7719 $ 21249 $ 1 248 $ 1 1 0343
Commercial 442867 4915 1 559 449341
Commercial real estate non-owner occupied 399762 1 8880 8401 427043
Commercial real estate owner occupied 531 31 5 27295 1 0659 569269
Residential real estate 29747 1 1 9 8250 80496 1 1 8612
Consumer 8 91 0 312 5 939 81 905 97 066
Total $1 192 728 $ 59240 $ 56 057 SJ63 649 S1 ZZJ 6H
Special Performing December31 2013 Pass Mention S ubstandard Not Rated Total
Construction $ 90330 $ 9396 $ 37394 $ 3174 $ 1 40294
Commercial 309074 1 0445 4489 890 324898
Commercial real estate non-owner occupied 400738 10570 8467 419775
Commercial real estate owner occupied 502095 1 0840 37965 550900
Residential real estate 3567pound 1 09 7881 73677 1 17 343
Consumer 9 099 -----1fill 7 828 89 826 1 08664
Total SJ 47 OJ2 M32Z1 $104 021 S167 567 $1 661 871
The Bank considers the performance of the loan portfolio and its impact on the allowance for loan losses For residential and consumer loan classes the Bank evaluates credit q uality based on the payment and aging status of the loan Payment status is reviewed on a q uarterly basis with respect to determining adequacy of the allowance for Joan losses
26
STAN DARD BANCSHARES INC AND SUBSI DIARIES
NOTES TO CONSOLI DATED FI NANCIAL STATEMENTS (in thousands except share data)
Note 4 - Loans (Continued)
Tro ubled Debt Restructurings (TOR)
Loans classified as TD Rs totaled $1 8541 as of December 31 201 4 of which $1 5665 were performing and $2876 were on non-accrual loans classified as TDRs totaled $1 8095 as of December 31 201 3 of which $1 6596 were performing and $1 499 were on non-accrual
The Bank has allocated $1 797 and $ 1 3 1 4 in specific reserves to customers whose loan terms have been modified in troubled debt restructurings as of December 31 201 4 and 201 3 The Bank has committed to lend additional amounts of $45 and $26 as of December 31 201 4 and 201 3 to customers with outstanding loans that are considered to be troubled debt restructurings These loans involved the restructuring of terms to allow customers to mitigate the risk of foreclosure or default by meeting a lower loan payment requirement based upon their current cash flow These may also include loans that renewed at existing contractual rates but below market rates for comparable credit For commercial loans these m odifications typically include a lowering of the interest rate on the loan In some cases the modification will include separating the note into two notes with the first note structured to be supported by current cash flows and collateral and the second note made for the remaining unsecured debt The second note is charged off immediately and collected only after the first note is paid in full This modification type is commonly referred to as an A-B note structure For consumer mortgage loans the restructuring typically includes a lowering of the interest rate to provide payment and cash flow relief For each restructuring a comprehensive credit underwriting analysis of the borrowers financial condition and prospects of repayment under the revised terms is performed to assess whether the structure can be successful and that cash flows will be sufficient to support the restructured debt Anmiddot analysis is also performed to determine whether U1e restructured loan should be on accrual status Generally if the loan is on accrual at the time of restructure it will remain on accrual after the restructuring In some cases a nonaccrual loan may be placed on accrual at restructuring if the loans actual payment h istory demonstrates it would have cash flowed under the restructured terms After six consecutive payments under the restructured terms a nonaccrual restructured loan is reviewed for possible upgrade to accruing status
As with other impaired loans an al lowance for loan loss is estimated for each TOR based on the most likely source of repayment for each loan For impaired loans secured by real estate that are collateral dependent the allowance is computed based on the fair value of the underlying collateral For impaired loans where repayment is expected from cash flows from business operations the allowance is computed based on a discounted cash flow computation
27
STANDARD BANCSHARES INC AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (in thousands except share data)
Note 4 - Loans (Continued)
Troub led Debt Restructurings (TOR) (Continued)
The following table presents loans by c lass modified as troubled debt restructurings that occurred during the years ended December 31 2014 and 2013
Pre- Post-modification modification
Number outstanding outstanding 2014 of loans recorded recorded
investment investment Construction 1 $ 706 $ 813 Commercial real estate owner occupied 2 483 564 Residential real estate 3 1206 1 206 Consumer 5 563 563
Total 11 $2958 $3146
2013 Commercial real estate non-owner occupied 3 $14371 $ 8 670 Commercial real estate owner occupied 3 3505 3581 Commercial 2 1758 1804 Residential real estate 1 403 403
Total 9 $20037 $1 4458
The troubled debt restructurings modified in 2014 and 2013 described above increased the allowance for credft losses by $784 and $317 and did not result in any post-modification charge offs during the years ended December 31 2014 and 2013 respectively
28
STAN DARD BANCSHARES I NC AND SUBSIDIARI ES
NOTES TO CONSOLI DATED FI NANCIAL STATEMENTS (in thousands except share data)
Note 4 - Loans (Continued)
Tro uble d Debt R estructurings TOR ) (Continued)
The following table presents troubled debt restructurings by class and type of modification that occurred during the years ended December 31 2014 and 2013
AB Note Rate Restructure Reduction
2014 Construction $ $ -
Commercial real estate owner occupied 48
Residential Real Estate Consumer 218
Total $ $266
AIB Note Rate Restructure Reduction
2013 Commercial real estate non-
owner occupied $13901 $ 470 Commercial real estate
owner occupied 3073 Commercial 1758 Residential Real Estate 403
Total $13901 $5704
29
Rate Reduction
To Pay amp Advance Taxes of Funds
$ $ 706
435
$435 $ 706
Rate Reduction
To Pay amp Advance Taxes of Funds
$ $
432
$432 $
I nterest Only
Period
$
1206 345
$1551
I nterest Only
Period
$
$
Total
$706
483 1206
563 $2958
Total
$14371
3505 1758
403 $20037
STANDARD BANCSHARES I NC AND SUBSI DIARIES
NOTES TO CONSOLI DATED FINANCIAL STATEMENTS (in thousands except share data)
Note 4 - Loans (Continued)
Troubled Deb t Restru cturings (TOR) (Continued)
The following table presents loans by class modified as troubled debt restructurings for which there was a payment default within twelve months fol lowing the modification during the year ended December 3 1 2014 There were no payment defaults within twelve months following the modification during the year ended December 31 201 3
2014 Commercial
N umber of loans
1
Recorded Investment
$1 600
The troubled debt restructurings that subsequently defaulted in 2014 described above increased the allowance for credit losses by $233 during the year ended December 31 2014 In 2013 there were no troubled debt restructurings for which there was a payment default within twelve months following the modification The troubled debt restructurings resulted in $1600 of charge offs during the year ended December 31 201 4 The troubled debt restructurings did not result in any charge offs during the year ended 2013
Note 5 - Mortgage Servicing Rights
Following is a summary of the activity for mortgage servicing rights
Beginning balance Costs capitalized Accumulated amortization
Ending balance
2014 $ 2726
544 (835)
$ 2 435
2013 $ 2169
1 339 (782)
$ 2 726
2012 $ 1525
1434 (790)
$ 2 169
The aggregate fair value of mortgage servicing rights is based on fundamental analysis and the present value of expected future cash inflows In estimating fair value assumptions have been made regarding prepayment default and interest rates Mortgage servicing rights do not trade in an active market with readily observable prices The Company uses an independent third party to determine the fair value of mortgage servicing rights by estimating the fair value of the future cash flows associated with the mortgage loans being serviced Key economic assumptions used in measuring the fair value of mortgage servicing rights include but are not limited to prepayment speeds discount rates delinquencies and costs to service
A fair market estimate was completed by an independent third party in November 201 4 to determine the amount at which the asset could be exchanged in a current transaction between willing parties other than in a forced liquidation or sale Fair value was estimated based in part on the discounted future cash flows estimated to be received The evaluation used a discount rate for each pool of loan servicing rights which is intended to represent the estimated market yield and estimated cash flow for each pool of servicing rights by utilizing an assumed prepayment speed based on the characteristics of each pool No assurance can be given that the actual prepayments will conform to the prepayment speeds assumed The calculated fair value was compared to market values where possible to ascertain the reasonableness of the valuation in relation to the current market expectations
Mortgage servicing rights outstanding Estimated fair value as a percentage of loans serviced Principal value of loans serviced Estimated fair value of servicing rights outstanding
30
201 4 $ 2435
083 $394217 $ 3272
201 3 $ 2726
083 $382221 $ 3 1 72
STANDARD BANCSHARES INC AND SUBSIDIARIES
NOTES TO CONSOLI DATED FINANCIAL STATEMENTS (in thousands except share data)
Note 6 - Premises and Equipment
Major classifications of these assets are summarized as follows
Land Bank premises Furniture and equipment
Accumulated depreciation Premises and equipment - net
2014 $ 21 699
58 179 31 388
1 1 1 266 (50352)
$ 609 14
201 3 $ 2361 0
69 1 33 44467
1 3721 0 (71 428)
$ 65782
Depreciation expense amounted to $3479 $3668 and $3949 in 2014 201 3 and 2012 respectively_
The Company sold land buildings and vehicles for total proceeds of $1 824 $2 and $1 8 resulting in gross gains on sales of $49 1 $1 and $ 1 8 in the years ending December 3 1 2014 201 3 and 201 2 respectively
In December 2014 the Company signed a definitive agreement to enter into a sale-leaseback of land and buildings for two of its locations The Company designated $ 1 462 of premises as held for sale No write-down was taken at the time of transfer as the assets were anticipated to be sold at a gain In February 2015 the Company closed on a transaction a portion of the gain on sale was recognized in non-interest income The remaining gain was deferred and will be amortized into non-interest income over the lease term
Note 7 - Other Real Estate Owned
Activity in other real estate owned is summarized as followsmiddot
Beginning balance Acquired through or in lieu of foreclosure Proceeds from sales Gain (loss) on sales Write down on other real estate owned
Ending Balance
2014 $ 1 2 930
6 035 (2004)
426 ( 1 1 54)
$1 6233
2013 $1 6896
3 912 (51 35)
170 (2913)
$1 2930
201 2 $ 1 1 496
1 2 1 08 (4096)
(1 36) (2476)
$ 1 6 896
Operating expenses associated with other real estate owned net of write-downs on other real estate owned were $498 $1 96 and $976 in 2014 201 3 and 201 2 respectively
Note 8 - Intangibles
Core deposits Accumulated amortization Core deposits net
2014 2013
$ 8946 (7798)
$ 1 148
$ 8946 (7 1 05)
$ 1 841
Amortization expense amounted to $693 $789 and $885 in 2014 2013 and 20 12 respectively Core deposit intangibles are amortized over an estimated life of fifteen years
middot----- l n-201-2-the-Gompany-reGorded-a-ful l-write-down-of-$239g7-of-goodwill-as-it-was-determined-t0-be--shy
impaired_
3 1
STAN DARD BANCSHARES INC AND SUBSI DIARIES
NOTES TO CONSOLI DATED FI NANCIAL STATEMENTS (in thousands except share data)
Note 9 - Bank Owned Life Insurance
The Bank acquired life insurance policies through prior bank acquisitions and by direct purchase At December 3 1 2014 and 2013 the cash surrender value of these policies was $48470 and $47033 respectively No additional l ife insurance was purchased during 2014 or 2013
Note 10 - Deposits
Deposits at December 3 1 2014 and 2013 by major category are as follows
Demand deposits Non-interest-bearing Interest-bearing
Total demand deposits Savings deposits Time deposits Brokered deposits
Total deposits
2014
$ 612646 492 799
1 1 05445 374142 405857 1 08 1 28
$1 993 572
201 3
$ 536325 525 145
1 061 470 36341 8 427815
66 402
$1 91 9 1 05
The aggregate amount of deposits reclassified as loans (overdrafts) amounted to $2548 and $2781 at December 3 1 2014 and 201 3 respectively
Time deposits that met or exceed the FDIC insurance limit of $250 at year-end 201 4 and 2013 were $1 1 0 1 77 and $92681 respectively
At December 3 1 2014 scheduled maturities of certificates of deposit including brokered deposits are as follows
201 5 2016 2017 201 8 201 9 2020 and thereafter
$408455 65585 1 9838
9830 1 0277
$513 985
Deposits from related parties totaled $33614 and $32595 at December 31 2014 and 201 3 respectively
32
STANDARD BANCSHARES INC AND SU BSI DIARIES
NOTES TO CONSOLI DATED FINANCIAL STATEMENTS (in thousands except share data)
Note 1 1 - Advances from Federal Home Loan Bank
There were no outstanding advances with the Federal Home Loan Bank at December 3 1 201 3 The indebtedness to the Federal Home Loan Bank at December 3 1 2014 was $1 5000 consisting of the following fixed rate advances
Due Date
June 27 201 6 June 27 201 6
Total advances
I nterest Rate
057 057
2014
$1 3000 2 000
$1 5 000
Al l advances and letters of credit from the Federal Home Loan Bank (FHLB) were secured by a g eneral lien on qualifying commercial real estate residential mortgages and home equity loans of the Bank Each advance is payable at its maturity date with a prepayment penalty for fixed rate advances Letters of credit outstanding from the FHLB totaled $3872 and $41 946 at year-end 2014 and 201 3 respectively The advances and letters of credit were collateralized by $679990 of commercial real estate and mortgage loans in 2014 and $203845 of mortgage loans under a blanket lien arrangement at year-end 2013 Based on this collateral and the Companys holdings of FHLB stock the Company was eligible to borrow up to a total of $26951 3 at year-end 2014
Note 1 2 - Other I ncome
Other income consists of the following
Gain (loss) on sale of other real estate owned Gain on sale of premises and equipment Debit cardATM fees Trust feesBrokerage Fees Loan fees and commissions Cash management Bank Owned Life Insurance income Miscellaneous income
Total other income
33
2014
$ 426 491
28 1 8 2533
658 2641 1 437
921
lll 1 925
201 3 201 2
$ 1 70 $ ( 1 36) 1 1 8
2935 2829 2364 1 927
680 932 2286 2020 1 437 1 469 1 267 886
ll1 1 1 40 ll 9 945
STANDARD BANCSHARES INC AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (in thousands except share data)
Note 1 3 - Employee Benefit Plans
Profit Sharing
The Companys bank subsidiary maintains a defined contribution 401 (k) Plan Under terms of the Plan employees meeting age and service requirements may elect to have their compensation reduced and have that amount contributed to the Plan as a salary deferral contribution The Bank at its discretion may make a matching contribution to the Plan equal to a u niform percentage of the salary deferral contributions Apart from any matching contribution the Bank may also make a separate discretionary contribution to the Plan The final liability for matching contributions if any is determined after yearshyend requiring the Bank to estimate its discretionary contribution expense at year end Contribution expense recorded by the Bank amounted to approximately $ 1 1 79 $1 254 and $ 1 685 for 2014 201 3 and 201 2 respectively
Non-Qualified Plan
The Bank maintains a non-qualified deferred compensation plan for a select group of management and employees as determined by the Board of Directors Annual awards if any are based o n preshyestablished performance criteria which are communicated to eligible employees Benefits under the Plan vest after a five year period The liability under the Plan was $403 and $503 as of December 3 1 2014 and 201 3 respectively There was n o expense recorded in 2014 2013 o r 2012
Non qualified Sto ck Option Plan
Pursuant to the Capital Raise Investment Agreements on February 1 2 20 1 3 the Board of Directors of the Company adopted the Standard Bancshares Inc Stock Option Incentive Plan to be effective immediately after the Closing of the capital raise (please refer to Note 21 ) Pursuant to the Stock Option Incentive Plan the Compensation Committee of the Board of Directors of the Company is authorized to grant Incentive Stock Option awards Nonqualified Stock Option awards or a combination thereof to certain officers directors consultants or employees of the Company or any of its Subsidiaries or Affiliates aggregating up to 5402524 shares of the Companys common stock
The option price per share of stock purchasable under a stock option shall not be less than 1 00 of the fair market value of the common stock on the day of the grant Stock option vesting is based o n two components 1 ) a time vested option that vests over four years one fourth on each of the first four anniversaries from the option grant date and 2) a performance vested option that vests if there is an exit event resulting in the investor actually realizing an internal rate of return (RR) greater than or equal to 1 2 based on their original investment of $465 per share on February 22 201 3 Vesting is subject to acceleration in certain circumstances The options will expire if not exercised within 1 0 years of the
middot
date of grant and under certain other (employment) circumstances
The fair value of options granted was estimated on the date of grant using the Black Scholes optionsshypricing model using the assumptions noted in the table and commentary below The risk free rate of return is based on the constant maturity yield of a US Treasury note with a fixed rate term of 1 0 years at date of grant The volatility rate is derived from historical index values of publicly-traded commercial banks with assets between $1 and $5 billion Index values of comparably sized companies were used as a proxy because the Companys common stock is not exchange-listed and there is not an active trading market for the common stock The dividend yield assumption is based o n the Companys expected dividend payouts
34
STANDARD BANCSHARES INC AND SUBSIDIARI ES
NOTES TO CONSOLIDATED FI NANCIAL STATEMENTS (in thousands except share data)
Note 1 3 - Employee Benefit Plans (Continued)
Risk free rate of return
2014 20 1 3
275 1 97 Time remaining until expiration of the options Volatility rate
1 O years 1 0 years 1 392 1 587
Dividend yield 000 000
A summary of the activity in the non-qualified stock option plan for 2014 follows Weighted Average
Weighted Remaining Average Contractual
Number of Exercise Term Time Vested Stock Options Shares Price (in years)
2014 Outstanding at beginning of year 1 46651 5 $ 465 915
Granted 1 1 701 95 515 916 Exercised
Expired
Forfeited (23545) 494 870
Outstanding at end of year 2613 165 $ 487 860
Exercisable at end of year 366629 $ 465 815
2013 Outstanding at beginning of year $ Granted 1 466515 465 9 15 Exercised
Expired
Forfeited
Outstanding at end of year 1 465515 $ 465 9 15
Exercisable a t end o f year $
Aggregate Intrinsic Value
$ 1 1 1 8
$ 238
$ 733
$
The weighted average fair value of time vested options granted during 201 4 and 201 3 was $1 21 and $1 3 2 per option respectively
35
STANDARD BANCSHARES INC AND SUBSIDIARI ES
NOTES TO CONSOLIDATED FI NANCIAL STATEMENTS (in thousands except share data)
Note 1 3 - Employee Benefit Plans (Continued)
Performance Vested Stock Options 2014 Outstanding at beginning of year
Granted
Exercised
Expired
Forfeited
Outstanding at end of year
Exercisable at end of year
2013 Outstanding at beginning of year
Granted
Exercised
Expired
Forfeited
Outstanding at end of year
Exercisable at end of year
1 466515
1 170195
(26909)
2609801
1 465515
1 465515
$ 465
515
490
$ 487
$
$ 465
$ 465
$
91 5
91 6
864
860
g_1 5
91 5
$ 1 1 1 8
$
$ 733
$
The weighted average fair value of performance vested options granted during 201 4 and 201 3 was $040 for each year
Time Ve ste d O ption s
The Company recognized $782 and $44 I of stock-based compensation expense related to the granting of time vested stock options for the years ended December 20 14 and 2013 respectively There were no time vested options granted in 2012
As of December 3 1 201 4 there was $2 1 30 of total unrecognized compensation cost related to nonshyvestediime vested options granted underthe Plan The unrecognized cost is expected to be recognized over a weighted-average period of 26 years
Performan ce Veste d O ption s
The value of the performance vested options is a function of 1 ) the likelihood of a n Exit Event and 2) the likelihood of that Exit Event achieving the 1 2 IRR threshold These weighted average probabilities are then m ultiplied by the full value of a time vested option to derive the value of the performance options
The valuation methodology for the performance vested options involved ihree separate analysis
I Sale of control analysis 2 Initial public offering analysis 3 Remain private analysis
There was no expense recorded in 201 4 and 201 3 related to the performance vested options
There were no performance vested options granted in 201 2
36
STANDARD BANCSHARES INC AND SUBSIDIARI ES
N OTES TO CONSOLI DATED FI NANCIAL STATEMENTS (in thousands except share data)
Note 1 3 - Employee Benefit Plans (Continued)
As of December 3 1 2014 there was $1 059 of total unrecognized compensation cost related to nonshyvested performance vested options granted under the Plan The cost is expected to be recognized when it is determined that it is probable that a qualifying Exit Event will occur
Note 1 4 - Commitments
Operating Leases
The Bank leases property at various branch locations unde r terms that are considered to be an operating lease The leases expire in various years through 2020 Office rent expense was $728 $875 and $919 for 2014 2013 and 2012 respectively
Other Co mmitments
The Bank has a contract with a computer seNice company that expires in 201 6 Data processing expense was $2729 $2746 and $2424 for 201 4 201 3 and 2012 respectively
Annual future minimum payments for these agreements are as follows
Note 1 5 - Income Taxes
Year ending December 31 201 5 201 6 2017 20 1 8 201 9 2020 and thereafter
$3037 2884
394 203 1 26
1 6 $6 660
The components of the provision (benefit) for income taxes are as follows
Current Deferred Total Tax Expense (Benefit)
2014 $ 3494
7 1 62 $ 1 0656
201 3 $ 2373
3425 $ 5798
2012 $ 1 306
(6928) $ (5622)
The effective tax rate differs from the federal statutory rate primarily due to the following
Tax at statutory federal income tax rate Tax exempt interest income State income taxes net of federal benefit BOLi income Meals and entertainment Non-deductible expenses Goodwill impairment
201 4
$8483 (133) 1 5 1 6 (486)
77 76
Stock settled rights expense 639
201 3 $ 4750
(82) 766
(486) 84
1 02
2012 $(1 2371 )
(1 08) (866) (500)
79 80
8 1 55
O th enet--=====48=====664=--====(-l --
$1 0656 $ 5798 $ (5622)
37
STANDARD BANCSHARES INC AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (in thousands except share data)
Note 1 5 - Income Taxes (Continued)
The net deferred tax asset included at December 31 2014 and 2013 consists of the following
2014 201 3 Gross deferred tax assets
Allowance for loan losses $19212 $23305 Other real estate owned 2866 49 1 6 Non-accrual loan interest 4064 3 991 State net operating loss 1 835 2358 Accrued compensation 1 938 1 471 Depreciation 1 387 1 412 FNMA amp FHLMC preferred stock 1 270 1 270 Other assets 271 434
Total gross deferred tax assets $32843 $39 157
Gross deferred tax liabilities Purchase accounting adjustments $ 1 069 $ 1 282 Mortgage servicing rights 946 1 060 Unrealized gainloss on AFS securities 1 1 9 692 Other liabilities 1 306 1 31
Total gross deferred tax liabilities $ 3440 $ 3 165
Net deferred tax asset $29403 $35992
At December 31 2014 the Company has $33929 of Illinois net operating loss carryforwards expiring in 2025 and $2330 Indiana net operating Joss expiring in 2025 and 2026 which will be available to reduce future taxable income
The Company does not expect the total amount of unrecognized tax benefrts to significantly change in the next twelve months The Company recognized no interest andor penalties related to tax matters in tax expense
The Company and its subsidiaries are subject to US federal income tax as well as income tax of the state of Illinois and Indiana The Company is no longer subject to examination by taxing authorities for years before 201 0
3 8
STAN DARD BANCSHARES INC AND SUBSIDIARIES
NOTES TO CONSOLI DATED FI NANCIAL STATEMENTS (in thousands except share data)
Note 1 6 - Contingent Liabilities and Commitments
The Company does not reflect in its financial statements various commitments and contingent liabilities which arise in the normal course of business and which involve elements of credit risk interest rate risk and liquidity risk These commitments and contingent liabilities are commitments to extend credit commercial letters of credit and standby letters of credit A summary of the Banks commitments and contingent liabilities at December 31 is as follows
Commitments to extend credit under Unused commercial and other lines of credit Unused equity lines of credit Standby letters of credit
2014 201 3
$262907 46 125 42041
$234893 52905 40284
Commitments to extend credit commercial letters of credit and standby letters of credit a l l include exposure to some credit loss in the event of nonperformance of the customer The Banks credit policies and procedures for credit commitments and financial guarantees are the same as those for extension of credit that are recorded on the consolidated balance sheet Because these instruments have fixed maturity dates and because many of them expire without being drawn upon they do not generally present any significant liquidity risk to the Bank The Bank has not incurred any significant losses on its commitments in either 2014 201 3 or 2012
The Bank is party to litigation and claims arising in the normal course of business Management after consultation with legal counsel believes that the liabilities if any arising from such litigation and claims will not be material to the Companys consolidated financial position
Note 1 7 - Derivatives
D erivative contracts entered into by the Company are limited to those that are treated as non-designated derivative instruments The Company provides customers with interest rate swap transactions and offsets the transactions with interest rate swap transactions with inter-bank dealer counterparties as a means of offering risk management solutions to customers As ofDecember 3 1 2014 there were $6006 outstanding in notional values of swaps where the Company pays a variable rate of interest and the customer pays a fixed rate of interest This position is offset with counterparty contracts where the Company pays a fixed rate of interest and receives a floating rate of interest The estimated fair value of interest rate swaps was recorded as an asset of $207 and as a liability of $214 as of December 31 2014 Swaps with customers and inter-bank dealer counterparties are carried at fair value with adjustments recorded in other income The net effect of fai r value adjustments running through the income statement was immaterial during the year ended December 31 2014 There were no interest rate swap derivatives as of December 3 1 2013
3 9
STANDARD BANCSHARES I NC AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (in thousands except share data)
Note 1 8 - Financial I nstruments Fair Value Disclosure
The fair value measurement accounting Hterature establishes a fair value hierarchy which requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value The standard describes three levels of inputs that may be used to measure fair value
1 Level 1 - Unadjusted quoted mariltet prices in active markets that are accessible at the measurement date for identical unrestricted assets
2 Level 2 - Significant other observable inputs other than Level 1 prices such as quoted market prices for similar assets and liabilities quoted prices in markets that are not active or other inputs that a re observable or can be corroborated by observable market data
3 Level 3 - Signlficant unobservable inputs that reflect a reporting entitys own assumptions about the assumptions that mariltet participants would use in pricing an asset o r liability
A financial instruments level within the fair value hierarchy is based on the lowest level of input that is significant to the fair value measurement
Fair values of assets measured on a recurring basis at December 3 1 2014 and 2013 are as follows
De ce mbe r31 2014 Financial Assets
Securities available-for-sale US government sponsored entities and agencies Mortgage-backed securities - residential Equity securities
Total securities available-for-sale
Derivatives
Financial Liabilities
Derivatives
De ce mbe r 31 2013 Financial Assets Securities available-for-sale
US government sponsored entities and agencies Mortgage-backed secu rities - residential Equity securities
Total securities available-for-sale
Fair Value
$1 46307 3668 4 41 9
$1 54 394
$ 207
$ 214
$ 1 24431 1 2203
2 954 $ 1 39 588
Fair Value Measurements Usin1 Quoted Significant P rices Other
in Active Observable Markets Inputs (Level 1 ) (Level 2)
$
392 $ 392
$ -
$ -
$
$1 46307 3668 4 027
$1 54 002
$ 207
$ 2 1 4
$ 1 24431 12203 1 984
$1 38 61 8
Significant Unobservable
Inputs (Level 3)
$
$
$
$
$
$
As of December 31 2014 and 2013 there were no transfers between levels
40
STANDARD BANCSHARES I NC AND SUBSI DIARIES
NOTES TO CONSOLI DATED FI NANCIAL STATEMENTS (in thousands except share data)
Note 1 8 - Financial I nstruments Fair Value Disclosure (Continued)
The fair values of marketable equity securities available-for-sale are generally determined by quoted market prices in active markets for each specific security (Level 1 measurement inputs) If Level 1 measurement inputs are not available for a marketable equity security the fair value is determined by the quoted market price of a similar security traded in an active market (Level 2 measurement inputs)
The fair values of debt securities available-for-sale are generally determined by matrix pricing which is a mathematical technique widely used in the industry to value debt securities without relying exclusively on quoted market prices for the specific securities b ut rather by relying on the securities relationship to other benchmark quoted securities (Level 2 measurement inputs)
Derivative s
The fair value of derivatives are based o n valuation models using observable market data a s of the measurement date (Level 2) Our derivatives are traded in an over-the-counter market where quoted market prices are not always available Therefore the fair values of derivatives are detenmined using quantitative models that utilized multiple market inputs The inputs will vary based on type of derivative but could include interest rates prices and indices to generate continuous yield or pricing curves prepayment rates and volatility factors to value the position The majority of market inputs are actively quoted and can be validated through external sources including brokers market transactions and thirdshyparty pricing services
Fair values of assets measured on a nonrecurring basis are as follows
Oe ce mbe r31 2014 Other real estate owned net Impaired loans Loans held for sale Mortgage servicing rights
De ce mbe r 31 2013 Other real estate owned net Impaired loans Loans held for sale Mortgage servicing rights
Fair Value
$ 1 6233 41 895
8274 2435
$12 930 54 1 62
5408 2726
Fair Value Measurements Using Quoted Significant Prices Other
in Active Observable Markets Inputs (Level 1 ) (Level 2)
$ $
8274
$ - $
5408
Significant Unobservable
Inputs (Level 3)
$ 1 6233 41 895
2435
$1 2930 541 62
2726
Other real estate owned are initially recorded at fair value less costs to sell when acquired and are subsequently measured at the lower of cost or fair value less estimated costs to sell Fair values are based on third party appraisals of the property or internal valuations on smaller properties using comparable market data and various external resources resulting in a level 3 classification When the carrying value exceeds the fair value less costs to sell an impairment loss is recognized
The fair value of impaired loans secured by real estate with specific allocations of the allowance for loan --------- 1osses-is-generally-based-on--recent-real-estate-appraisals-or-internal-valuations-on-smaller-prnperties--shy
using comparable market data and various external resources These appraisals may utilize a single
41
STANDARD BANCSHARES INC AND SUBSI DIARIES
NOTES TO CONSOLI DATED FI NANCIAL STATEMENTS (in thousands except share data)
Note 1 8 - Financial Instruments Fair Value Disclosure (Continued)
valuation approach or a combination of approaches including comparable sales and the income approach resulting in a level 3 classification
Loans held for sale are carried at the lower of cost or fair value which is evaluated on a pool-level basis The fair value of loans held for sale is determined using quoted prices for similar assets adjusted for specific attributes of that loan or other observable market data such as outstanding commitments from third party investors resulting in a level 2 classification
The Company records its mortgage servicing rights at fair value and includes them in other assets in the Consolidated Balance Sheets Mortgage servicing rights do not trade in an active market with readily observable prices Fair value is based on market process for comparable mortgage servicing contracts when available or alternatively is based on a valuation model that calculates the present value of estimated future net servicing income Key economic assumptions used in measuring fair value of mortgage servicing rights at December 31 2014 included prepayment speeds maturities and discount rates While market based data is used to determine the assumptions the Company incorporates its own estimates of the assumptions market participants would use in determining the fair value of mortgage servicing rights which results in a level 3 classification
De cembe r 31 2014 Assets Cash and cash equivalents Securities held-to-maturity Securities available-for-sale Loans - net Loans held for sale Federal Home Loan Bank stock at cost Accrued interest receivable Derivatives
Liabilities
Deposits Federal Home Loan Bank advances Accrued interest payable Derivatives
De ce mbe r 31 2013 Assets
Cash and cash equivalents Securities held-to-maturity Securities available-for-sale Loans - net Loans held for sale Federal Home Loan Bank stock at cost Accrued interest receivable
Liabi lities Deposits Accrued interest payable
42
Carrying Value
$ 1 99476 3888
1 54394 1 744331
8274 3247 59 1 9
207
$ 1 993572 1 5000
265 214
$ 234 1 83 1 762
1 39588 1 61 9995
5408 3 143 5 576
$1 91 9 1 05 286
Fair Value
$ 1 99476 3 564
1 54394 1 798279
8274 3247 591 9
207
$1 992796 1 4984
265 214
$ 234 1 83 1 41 5
1 39588 1 679668
5408 3 143 5576
$ 1 920335 286
STANDARD BANCSHARES I NC AND SUBSI DIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (in thousands except share data)
Note 1 8 - Financial I nstruments Fair Value Disclosure (Continued)
In estimating the fair value of certain assets and liabilities not previously presented the following assumptions were made
Cash and Cash Equivalents
The carrying amounts of cash and equivalents reported in the balance sheet approximate fair value
Securities
Estimated fair values of securities are based on one of three models 1 ) quoted market prices where available 2) quoted market prices for similar instruments if quoted market p rices are not available 3) unobservable data that represents the Banks assumptions about items that market participants would consider in determining the fair value where no market data is available
L oans
Fair values of loans excluding loans held for sale are estimated as follows For variable rate loans that re-price frequently and with no significant change in credit risk fair values are based on carrying values Fair values for other loans are estimated using discounted cash flow analyses using interest rates currently being offered for loans with similar terms to borrowers of similar credit quality to calculate the present value of future contractual principal and interest cash flows and discounting them back to the present using a discount rate Impaired loans are valued at the lower of cost or fair value as described previously The methods utilized to estimate the fair value of loans do not necessarily represent an exit price
The fair value of loans held for sale is estimated based upon binding contracts and quotes from third party investors
Federal Home Loan Bank (FHLB) Stock
The carrying amounts reported in the balance sheet approximate fair value
Accrued Interest Receivable I Payable
The carrying amounts reported in the balance sheet approximate fair value
Deposits
The fair values disclosed for demand deposits (eg interest and non-interest checking passbook savings and certain types of money market accounts) are by definition equal to the amount payable on demand at the reporting date (ie their carrying amount) The carrying amounts of variable rate fixed-term money market accounts and certificates of deposit approximate their fair values at the reporting Fair values for fixed rate certificates of deposit are estimated using a discounted cash flows calculation that applies interest rates currently being offered on certificates to a schedule of aggregated expected monthly maturities on time deposits
Federal Home Loan Bank Advances
The fair value of Federal Home Loan Bank advances is estimated using discounted cash flow analyses --------based-on-the-currentborrowing-rate-of-similartypes-of-advances
43
STANDARD BANCSHARES I NC AND SUBSIDIARI ES
NOTES TO CONSOLI DATED FINANCIAL STATEMENTS (in thousands except share data)
Note 1 8 - Financial I nstruments Fair Value Disclosure (Continued)
Off-balance sh eet in strum ents
Fair asset andor liability value of off-balance sheet financial instruments as described in Note 1 6 may be estimated by applying fees currently charged for comparable commitments Based upon the qual ity of these commitments and their demand in the financial market it has been assumed that there is no material difference in the estimated fair value
Note 1 9 - TARP Capital Purchase Program
On April 24 2009 the Company entered into a Letter Agreement with the United States Department of Treasury (the Treasury) pursuant to which the Company sold to the Treasury 6000 shares of the Companys Fixed Rate Cumulative Perpetual P referred Stock Series A for $60 million and a warrant to acquire $3 million of Fixed Rate Cumulative Perpetual P referred Stock Series B for a nominal exercise price Immediately upon consummation of the closing the Treasury exercised the warrant and acquired the Series B Preferred Stock The Preferred Stock Series A qualified as Tier 1 capital and paid cumulative dividends q uarterly at a rate of 5 per annum The P referred Stock Series B qualified as Tier 1 capital and paid cumulative dividends quarterly at a rate of 9 per annum The difference between the initial carrying value that was allocated to the Series B Preferred Stock and its redemption value of $3 million will be charged to retained earnings (with a corresponding increase in the carrying value of the Series B Preferred Stock) over the first five years of the contract as an adjustment to the dividend yield using the level yield method During 201 1 the Company elected to suspend dividend payments For the year ended December 31 2012 total dividends of $3462 had been declared but not paid On February 22 201 3 1 3548387 of common shares were issued to the US Treasury in exchange for the $60 million and $3 million of Fixed Rate Cumulative Preferred Stock Series A and Series B respectively The Treasury subsequently sold those shares to institutional investors at $465 per share In addition the Company paid $6 million of dividends to the Treasury which included 1 00 of past due dividends and dividends due through February 22 2013
Note 20 - Regulatory Matters
The Companys primary source of cash is dividends received from its subsidiary bank The subsidiary bank is subject to certain restrictions on the amount of dividends that it may declare without prior regulatory approva L In addition the dividends declared cannot be in excess of the amount which would cause the subsidiary bank to fall below the minimum required for capital adequacy purposes
Banks and bank holding companies are subject to regulatory capital requirements administered by federal banking agencies Capital adequacy guidelines and additionally for banks prompt corrective action regulations involve quantitative measures of assets liabilities and certain off-balance-sheet items calculated under reg ulatory accounting practices Capital amounts and classifications are also subject to qualitative judgments by regulators Failure to meet capital requirements can initiate regulatory action Management believes as of December 3 1 2014 the Company and Bank meet al l capital adequacy requirements to which they are subject
Prompt corrective action regulations provide five classifications well capitalized adequately capitalized undercapitalized significantly u ndercapitalized and critically undercapitaized although these terms are not used to represent overall financial condition If adequately capitalized regu latory approval is required to accept brokered deposits If undercapitalized capital distributions are limited as is asset growth and expansion and capital restoration p lans are required At year-end 201 4 and 2013 the most recent reg ulatory notifications categorized the Bank as well capitalized under the regulatory framework for prompt corrective action There are no conditions or events since that notification that management believes have changed the institutions category
44
STAN DARD BANCSHARES I NC AND SUBSI DIARI ES
NOTES TO CONSOLIDATED FI NANCIAL STATEMENTS (in thousands except share data)
Note 20 - Regulatory Matters (Continued)
The Banks actual and required capital amounts and ratios are as follows
To Be Well Capitalized U nder
For Capital Prompt Corrective Actual Adeguac[ Puqoses Action Provisions
Amount Ratio Amount Ratio Amount Ratio As of December 31 2014 Total Capital
(to risk-based assets) Company $271 785 143 $ 152226 80 NA NA Bank 269993 1 42 1 52229 80 $1 90286 1 00
Tier I Capital (to risk-based assets) Company 247887 1 30 76 1 1 3 40 NA NA Bank 246093 129 761 14 40 1 14 171 60
Tier I Capital (to average assets) Company 247887 1 08 92 1 26 240 NA NA Bank 246 093 1 07 92 1 09 240 1 1 5 1 36 2 5 0
As of December 31 2013 Total Capital
(to risk-based assets) Company $246213 1 38 $142344 280 NA NA Bank 244607 1 38 1 42 170 280 $ 1 77713 2100
Tier I Capital (to risk-based assets) Company 223444 126 71 1 72 240 NA NIA Bank 221 838 1 25 71 085 240 1 06628 2 60
Tier I Capital (to average assets) Company 223444 1 03 86430 240 NIA NA Bank 221 838 1 03 86450 240 1 08 063 2 50
45
STANDARD BANCSHARES INC AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (in thousands except share data)
Note 21 - Capital Management
The overall objectives of the Companys capital management are to have the availability of sufficient capital to support loan deposit and other asset and liability g rowth and to maintain capital to absorb unforeseen losses or write-downs that are inherent in the business risk associated within the banking industry The Company seeks to balance the need for higher capital levels to address growth and unforeseen risks and the goal to achieve an adequate return on capital invested
In July 201 3 the federal banking agencies issued a final rule revising the regulatory capital rules applicable to most national banks and federal savings associations as well as their holding companies generally beginning on January 1 201 5 The rule implements the Basel Committees December 201 O framework known as Basel I l l for strengthening the international capital standards as wel l as certain p rovisions of the Dodd-Frank Act The final ru le implements a revised definition of regu latory capita l a new common equity Tier 1 minimum capital requirement of 450 and a higher minimum Tier 1 capital requirement of 600 (which is an increase from 400) Under the final rule the total capital ratio remains at 800 and the minimum leverage ratio is 400
Additionally under the final rule in order to avoid l imitations on capital distributions including dividend payments and certain discretionary bonus payments to executive officers a banking organization must hold a 25 capital conservation buffer composed of common equity Tier 1 capital above its minimum risk-based capital requirements The b uffer is measured relative to risk-weighted assets The final rule also enhances risk sensitivity and addresses weaknesses identified by the regulators over recent years with the measure of risk-weighted assets
The new minimum capital requirements will b e effective for the Company on January 1 201 5 whereas the capital conservation buffer and the deductions from common equity Tier 1 capital phase in over time beginning on January 1 201 6
Capital Raise
On February 22 201 3 Standard Bancshares Inc completed its recapitalization by issuing 29864795 shares of common stock at $465 per share for gross proceeds of $ 1 389 million 1 3 548387 of the common shares were issued to the US Treasury (the Treasury) in exchange for the $63 million of Fixed Rate Cumulative Preferred Shares Series A and B The Treasury subsequently sold those shares to I nstitutional Investors at $465 per share An additional 16 316408 of common shares were issued to Institutional Investors and private investors Of the aggregate 29864795 common shares issued 1 9430750 are voting shares and 1 0434045 are mm-voting shares
In conjunction with the recapitalization the Articles of Incorporation of the Company were amended to authorize 20000000 shares of preferred stock at $001 par value No preferred stock has been issued as of December 31 2014
Sto ck Settled Rights (SSRs)
On February 22 201 3 in connection with the recapitalization of the Company the Board of Directors distributed as a dividend in kind 7293407 Stock Settled Rights (SSRs) to the holders of the Common Stock as of the Record Date (November 5 2012) The number of SSRs issued is equal to the product of (i) 03888 and (ii) 18757921 the number Common Shares outstanding as of the Record Date The estimated fair value of the SSRs completed by an independent third party as of September 30 2014 and February 22 201 3 was determined to be approximately $026 per SSR or $1 880 and approximately $021 per SSR or $1 532 respectively Expense recorded related to the SSRs was $1 880 in 2014 No expense was recorded in 201 3
46
STANDARD BANCSHARES INC AND SUBSI DIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (in thousands except share data)
Note 21 - Capital Management (Continued)
Stock Settled Rights (SSRs) (Continued)
The SSRs are structured as common stock dividends to be paid to certain common shareholders of the Company under specific conditions The amount of common stock to be distributed is determined by a formula that considers among other things the value of the outstanding common stock at the Settlement Date Settlement Date is defined as the earlier of (i) the date a liquidity event (an I POrecapitalization or a sale of control) occurs during the term of the SSRs and (ii) the SSR Expiration Date (February 22 201 8) The SSRs will be exercised based on the value of the common shares at that time subject to the Settlement Rate formula
The Accretion Rate is a component of the Settlement Rate It is either an middotannual rate of 80 or 120 with the value determined by the cum ulative economic losses that occur in the loan portfolio from June 30 201 1 to the time the SSRs are settled
On the Settlement Date the Company shall determine the number of shares of Common Stock issuable upon the settlement of an SSR The Settlement Rate shall be calculated based on a formula that considers among other factors the value per share of the common stock on a fully diluted basis reduced by the accretion rate with that number divided by the value per share of common stock on a fully diluted basis
If the Settlement Rate is greater than zero the Company shall issue and deliver to each of the SSR Holders a number of shares of Common Stock equal to the product of (i) the Settlement Rate multiplied by (ii) the number of SSRs held by such H older as reflected in the SSR register as of the close of business on the last Business Day prior to such Settlement Date
In connection with the occurrence of a Liquidity Event on or prior to the Expiration Date the Board of Directors may at its option and in its sole discretion order the redemption and the Company may redeem the SSRs in whole or in part at the redemption price per SSR based on a formula that considers the price per share of Common Stock at which the Company is valued on a fully diluted basis in connection with such Liquidity Event as determined in good faith by the Independent Committee plus a l l cash dividends paid oil the common stock from the date of issuance of the SSRs less $465 accreting on a daily basis at the Accretion Rate
The Company hired an independent third party firm to value the SSRs The following variables were taken into consideration when deriving a value for the SS Rs
1 ) The probability of a liquidity event (sale of control or PO) during the term of the SS Rs 2) The Accretion Rate assigned to the Settlement Rate of the SSRs 3) The estimated value of the Companys common stock at the earlier of a) a liquidity event or b)
the SSR Expiration Date (February 22 201 8) 4) The type of liquidity event that might occur 5) Future value parameters including a) tangible common book value b) earnings and c) market
conditions
The valuation of the common shares at the Settlement Date will depend on the Companys financial condition and the market pricing of financial institution stock both on a stand-alone basis and on a sale of control basis at that time
47
STANDARD BANCSHARES I NC AND SUBSIDIARI ES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (in thousands except share data)
Note 22 - Condensed Financial Statements
The Company was incorporated in I l linois on February 23 1 982 The Company accounts for its investment in subsidiaries under the equity method Under this method the investment is recorded at cost adjusted for the subsidiaries undistributed net income (loss) Presented below are the condensed financial statements of Standard Bancshares I nc (Parent Company Only)
Assets Cash Investment in subsidiaries Other assets
Total assets
CONDENSED BALANCE SH EETS DECEMBER 31 2014 AND 2013
Liabilities and shareholders equity Other liabilities Total stockholders equity
Total liabilities amp stockholders equity
2014 $ 4 163
264242 328
$268733
$ 2685 266048
$268733
CON DENSED STATEMENTS O F I N COME YEARS ENDED D ECEMBER 31 201 4 201 3 AND 201 2
2014 I ncome
Other income $
Expenses 2909 Loss before income taxes and equity in undistributed
earnings of subsidiaries (2909) Income tax benefit 88
Loss before equity in undistributed earnings of subsidiaries (2821)
Equity in undistributed earnings (loss) of subsidiaries 1 7 1 1 5
Net income (loss) 1 4294 Preferred dividends and discount accretion on preferred shares
Net income (loss) applicable to common shareholders $1 4294
48
201 3 $ 2 1 95
248 090 1 944
$252229
$ 322 251 907
$252229
201 3 201 2
$ $ 1
1 747 8539
(1 747) (8538) 291 1 0 1 7
(1 456) (7521) 9 629 (23241) 8 173 (30762) 1 1 24 4090
$ 7049 $(34852)
STAN DARD BANCSHARES INC AND SUBSIDIARIES
NOTES TO CONSOLIDATED FI NANCIAL STATEMENTS (in thousands except share data)
Note 22 - Condensed Financial Statements (Continued)
CONDENSE D STATEMENTS OF CASH FLOWS YEARS ENDED DECEMBER 31 2014 201 3 AND 201 2
Cash flows from operating activities Net income (loss)
Adjustments Equity in undistributed net (income) loss of subsidiaries Amortization Stock based compensation expense ( Increase) decrease in other assets Increase (decrease) in other liabilities
Net cash provided by (used in) operating activities Cash flows from financing activities
Issuance of common stock net of issuance costs Capital contribution to Standard Bank Repayment of note payable Cash Dividends
N et cash provided by financing activities
Net increase (decrease) in cash
Cash - beginning of year
Cash - end of year middot
Supplemental schedule of non-cash financing activities Change in par value on common stock Exchange of preferred stock to common stock
49
2014
$ 1 4294
( 17 1 1 5) 28
782 1 616 2363 1 968
1 968
2 1 95
$ 4 163
$ $
201 3
$ 8 1 73
(9629) 29
441 1 872
(4273) (3387)
68598 (41 500) ( 16 1 00)
(6026) 4972
1 585
6 1 0
$ 2 1 95
$ 4277 $63000
201 2
$(30762)
23241 6 1 67
( 1908) 2 043
( 1 2 1 9)
( 1 2 1 9)
1 829
$ 6 1 0
$ $
FORM FR Y-6
STANDARD BANCSHARES INC
Hickory Hills Illinois Year Ending Dccember31 2014
REPORT ITEM
1 The BHC Is not registered with the SEC Coples of the Annual Report Nil be sent undersepirate cover when completed
2a Organization Chart fo Standard BallCShares Inc
I THE BOULEVARD INC
SL John Indiana 100
JnCQrporated in Indiana
2b Branch Verification
STANDARD BANCSHARES INC Hickory Hills Illinois Jncorporateltl In Illinois
STANDARD BANKAND TRUST COMPANY Hickory Hills llllnois
Incorporated In lllnols 100
I STANDARD REDEVELOPMENT INC
Hickory Hills Illinois 100
Incorporated in Illinois
(Not subject to Y-10 reporting ) Code 91 CE - Liquidation Of debts previously contracted
The branch and lax-kl flStings were emailed to branch revieW on 223115
3 (1) As ofyear-end
Name and Address
Trident SBI Holdings lP Greeffilidl CT
Robert E Gallagher Sr Trust John D Gallagher Trustee Palos Heights IL
The Gallagher Standard Bancshares TR Timolhy J GaJagheuror Trustee Hickory Hitls IL
Pantheon Standard LP San Francisco CA
CohesVe Capital Parners LP New York NY W Capital Partners II LP NewYork NY
Couritrlt of Citizenship or lncorooratlon Number and Percentage Of Voting Serurtties
USA 5662194- 1483
USA 5516086 - 1444
USA 4382666 - 1 t47
USA 3762128-985
USA 2 150537 - S63
USA 2 150537 - 563
Note llle shares in the Robert E Gallagher Sr Tr are voted on by John D Gallagher Director of Standard Bank Tue shares Jn the Gallager Standard Bancshares Tr are voted on by Timolhy J Gallagher Director of Standard Bank
3 (2) OtherSharehofors oat listed in Section 3 (1) above that held more than 5 during the year
None
Resuhs A Ilse of branches forvour holdln1 company STANDARD 8ANCSHARES INC (1245590) or HICKORY HILLS IL
The d1ta are n of 12312014 Data re II Kb information tlat wu received aod processed throuah 01072015
Rconcill1Uon and Vc1Uon St I DI 1 In the DIH Action column of each br111Ch row enter one or mort of the actioru specified below
2 If required enter the date In the Ettcttve Olte column
-OK tf the bnch Information s correct enter OK in the Oita AdJon column
Chi nee If the bndl Information Is Incorrect Of Incomplete revt the data enter Chance In the Dita Action column ind the d11te when this infOfmation first became v1lid In the Effective Ote column
am If a bnch listed was sold or clowd enterOose In tht Dita Action column and the s1e or dosured11te In the EtfectW Olte colurm
Olete If a bru1eh listed wu never owntd by this depository Institution enter Delete In the Oeta Acckgtn column
Add If a rt portable brtinch Is mlsslna lnStrt a row add the branch data ald entu Add In the Olt1 Action column and the opening or acquisition date In the Effecttve Date column
If prntln1 this list you m1y need to adjust your page Utup In MS E11ce1 Try using landscape orientation page sollria andor legal sized paper
Submlnion PfOOtdurbull When you ire finished send a saved copy to vour FRB contact Su the detailed lnlttldlons on this si for more informatlon
II voY are mailinamp this to your FRB conttct put your lnstitutlon name dty and state In the subjact llrie of the e-nWI
Note To satisfy the FR Y-10 reportln1 requirements YoU must tiho submit FR Y-10 Domestic Branth Schedules for each branch with a Data Actlon of Olan1e Close Delete or Add
Thbull FR Y-10 report may be submitted 1n a hardcopy format or 11ia the FR Ymiddot10 OnH11e application middot httpsylOonllnefederalrerve1ov
bull FDtC UNINUM Office Number and ID_RSSO co1unvu ara for reference only Verification of these values is not required
- - 8nch Suvlce Type Branch 10 RSSO ia- terNeme Street Address City
ok FuUServltefHud Officel 19730 STAN OARD BANK ANO TRUST COMPANY 7800 WEST 9STH STREET HICKORY HILLS
ok Full Service 3202168 BOLINGBROOK BRANCH 282 NORTH WEBER ROAD BOLINGBROOK
ok Limited Strvce 4126065 CALUMET CITY 1968 SIBLEY BOULEVARD CALUMET CITY
FullSetvke 3309928 CLARK STREET 8RANOi 3747 NORnt CLARK STREET atlCAGO
ok FullServiett 474339 EWING BRANOf 10635 SOUTH EWING AVENUE CHICAGO
ok Full Servtce 2079925 HEGWISCH BRANCH 13336 SOUTH BALTIMORE AVENUE CHICAGO
ok limited Se-rvke 20817)5 SOUnt DERRING FACILITY 10535 SOVTH TORRENCE AVENUE CHICAGO
Full Service 4099271 THOREK BRANOi 836 WEST IRVING PARK ROAD OUCAGO
ok Full Service 2121280 COAL CITY BRANot 20 SOUTH KANKAKEE COAlCITY
full Service 2809038 EVERGREEN PARK BRANCH 2400 WEST 95TH STREET EVUtGREEN PARK
ok Full Service 3188909 FRANKFORT BRANCH 19997 LA GRANGE ROAD FRANKFORT
Full5etvice 810436 CiARONERBRANCJ1 118 DEPOT STREET GARDNER
ok FultSrvlct 3188897 JOLIET ampRANCJ1 2398 ESSINGTON ROAO JOLIET
Full Service 3439553 LOClCPORT BRANCH 16545 WEST 159TH STREET LOCKPORT
ok Full Service 290931 LYONSlST AVENUE BRANCH 8601 OGDEN AVENUE LYONS
ok Full Service 3671504 MINOOKA BRANCH 515 WESTUS ROUTE 6 MINOOKA
ok LlmltcServfce 2111338 MOAAIS LISBON BRANCH 1433 USBON STREET MORRIS
ok Full Servkt 2809010 MORRIS ROUTE 6 BRANCH 1111 WEST US ROUTpound 6 MORRIS
Ful1 Servlct 2809047 NAPERVILLE BRANCH 1607 NORTH AURORA ROAD NAPERVILLE
ok full 5ervfce 2809056 NEW LENOX BRANCH 456 NELSON ROAD NEW LENOX
Full sMce 2103129 OAK FOREST BRANOf 15901 SOUTH CENTRAL AVENUE OAX FOREST
ok Full SeMct 3490255 OAK LAWN lllTH BRANOf 4700 WEST 111TH STREET OAK LAWN
ok Full Sfrvlce 2096717 OAK LAWN 95TH BRANCH 4001 WEST 95TH STREET OAK LAWN
ok Full Service 2295538 ORLAND PARK BRANCH lSCXJO SOUTH WOLF ROAD ORLAND PARt
State VpCode
IL 60457
IL 60440
IL 60409
IL E06H
IL 00617
IL 0063
IL 00617
IL 60613
IL 60416
IL 60805
IL 6042
IL 60424
IL 60435
IL 60441
IL 60534
I L 60447
IL 60450
IL 60450
IL 60563
IL 60451
IL 60452
IL 60453
IL 60453
IL 60467
County CawN FDICUNINUM Offb Numberbull Haad otfice Head Office 10 RSSD Comments
COOK UNITEO STATES 10748 0 STANOARO BANK ANO TRUST COMPANY 19730
Will UN ITED STATES 419532 34 STANDARD BANK ANO TRUST COMPANY 19730
COOK UNITED STATES 510611 44 STANDARD BANK AND TRUST COMPANY 19730
COOK UNITpound0 STATES 429662 35 STANDARD BANK ANO TRUST COMPANY 19730
COOK UNITED STATES 12089 18 STANDARD BANK AND TRUST COMPANY 73ltgt
COOK UNITED STATES 244100 20 STANDARD BANK ANO TRUST COMPANY 19730
COOK UNITED STATES 244099 19 STANDARD BANK ANO TRUST COMPANY 19730
COOK UNITED STATpoundS 510612 4S STANDARD BANKANDTRUSTCOMPANV 1973ltgt
GRUNDY UNITED STATES 263852 17 STANDARD SANK AND TRUST COMPANY 730
COOK UNITED STATES 13875 4 STAN OARD BANK AND TRUST COMPANY 19730
Will UNITED STATES 357237 15 STAN OARD BANK AND TRUST COMPANY 19730
GRUNDY UNITED STATES 7234 1 STAN DARO BANK ANO TRUST COMPANY 19730
Will UNITED STATES 238ASA 13 STANDARD BANK ANO TRUST COMPANY 19730
Will UNlTEO STATES 450324 38 STAN OARD BANK AND TRUST COMPANY 19730
COOK UNITED STATES 10912 22 STANDARD BANK ANO TRUST COMPANY 19730
GRUNDY UNITED STATES 465426 42 STANDARD BANK AND TRUST COMPANY 1973ltgt
GRUNDY UNITED STATES 266774 16 STANDARD BANK ANO TRUST COMPANY 1730
GRUNDY UNITED STATES 2243S6 10 STANDARD BANK AND TRUST COMPANY 19730
OU PAGE UNITED STATES 238451 6 STANDARD BANK ANO TRUST COMPANY 19730
Will UNITED STATpoundS 238452 11 STAN OARD BANK ANO TRUST COMPANY 19730
COOK UNTED STATES 244101 21 STANDARD BANK AND TRUST COMPANY 19730
COOK UNITED STATES 441863 36 STANDARD BANK AND TRUST COMPANY 19730
COOK UNITED STATES 238447 1 STANDARD BANK AND TRUST COMPANY 19730
COOK UNITED STATES 238450 5 STANDARD BANt AND TRUST COMPANY 19730
ok Fullrvke 2100379 PALOS 11HH BfANOl 11901 SOUTHWEST HIGHWAY PALOSPARIC ll 00464 COOK UNITED STATES 238448 2 STAN DARO BANK AND TRUST COMPANY 19730
ok rulSltVice 2427544 PALOS lllST BRANCH 9700WEST lllST STREET PALOS PARK ll 00464 COOK UNlTEOSTATES 238449 3 STAN DARO BANK AND TRUST COMPANY 19730
ot llmtedSrvke 3490273 NORTH RIVERSIDE BRANCH BJSOWEST CERMAK ROAD RlvtRSlDE ll COOK UNITED STATES 441864 37 STANDARD BANK AND TRUST COMPANY 19730
ot FuLServke 3202171 SHOREWOOD BRANOl 970 BROOK FOREST AVENUE SHOREWOOD It - t UNITED STATES 419531 33 STANDARD BANICANDTRUSTCOMPANY 19730
ok FulSrvlee 3188918 VILLA PARK BfWIOi 1 WESrRoostVrlTROAD VlltAPARIC It 50181 OUPAGE UNITED STATES 238455 14 STANDARDBANKANDTRUSTCOMPANY 19730
ok FulSrvke WllMINGTON BRANCH lOOSSOUTH WATER STREET WILMINGTON It 004 lt UNITED STATES 238453 12 STANDARD BANK AND TRUST COMPANY 19730
ok Fulfrvk 3197031 CHESTERTON BRANCH middot 755 JNDIAN BOUNDARY ROAD OIESTERTON IN PORTER UNITEDSTAlES 275664 32 STANDARD BANK AND TRUST COMPANY 19730
ok ruUrvic 2161D17 EASTCHCAGO BRANCH 4518 lNOANAPOUS BOULEVARD EAST CHICAGO IN 46312 lAKE UNITEDSTAlES 29 STANDARDSANKANDTRUSTCOMPANY 19730
ok Fulrvk 4913n HAMMOND BRANCH 1007 CALUMET AVENUE HAMMOND IN 46324 AKE UNITEDSTAlES 42227 30 STANDARD BANK AND TRUST COMPANY 19730
Fulrvlc 2161D3S HIGHtAND BRANCH 2930 RIDGE ROAD HIGHLAND IN 46322 UNITEOSTAlES 275659 27 STANDARD BANK AND lRUST COMP AN I 19730
ot Futtsrvke 2161044 LOWHl BRANCH 2090 EAST COMMERICALAVENUE LOWELL IN 463Sfgt21r AKE ONITEDSTAlES 275661 28 STANDARD BANK ANDTRUSTCOMPANI 19730
ok Full Srvlce 3439562 MERRlllVlllE BRANCH 579WESTUNCOlN HIGHWAY MERRlllVlllE IN 46410 AKE ONlEO STATES 450325 39 STANDARD BANK AND TRUST COMPANI 19730
ok Full Srvice 453712 SAINT JOHN BRANCH 9321 WICKER AVENUE SAINT JOHN IN 46373middot00 AKE ONtlEDSTATES 42414 26 STANDARD BANK AND rnusr COMPANY 19730
middot
Report ttem 4 Directors and Office (1) Name amp Address
J-Ohn R Barber New York NY
Christopher Doody Ne-vYork NY
1pound1 Pnncipal Occupation [rtmiddotrmiddotwittl BHC
Mariaging Partner eohesiVe ea pita I
Princlpal Storm Point Capital
(3) (bull) TrtiePosition with BHC Diredor
Director
FORM FR Y-9
STANDARD BANCSHARES INC Fiscal YearEnding Decttmber3112014
(3) lb) ltlePosition wffi1 Subsidiaries
NIA
NIA
(3) (c TrtlePosltlon wttn otherbuslne$es
Managtng Partner Cohesive Capital
Principal Stone Point Ciipitit
bull Stone Point ls the manager of the TriOOnt funds which are investment entities that own 25 or morn of the outstanding voting seairities orinlerests in various companles Mr Doody ls an ernployee and officer of Stone Point and is oo deemed to contror S1oria Point or the Trldent Funds He is not a principal securities holder of Stone Point or the Trident Funds The invstmenl committees of the Trident Funds are responsible for voting the shares or such companies and Mr Doody is not a member of the investment committees of the Trident Fonds A sctiedule of such companies in which U1e Trident funds hnve invested is available upon request
John o Gallagher Ortand Park IL
Managing Genera[ Partner OfdlarU Hill Bldg Co
Director Dior-standarU Bank
Managin9 GenerBi Partner Orchard HlllmiddotB1dg Co President Ordiard Hm Building Co Inc
Managing Member Qnhard Hill Construction LLC
Managing Membelt Austin Construction Co bull LLC
Presdenl Bougton Development Co
President ennStructildeg Co lnc
Prestdenl middot Farmingdare Development eomiddot
middotana9in middotRa -middot middot fariTijngdre _Mittwo middot
Pldciit_ _ Fam1r9dale Utilify Co_
Managing Partner Frtz91erald Lad lnvestment Ptshp
(4) a) 1w of Voting Shares in BHC
563
middot1483
14450
(4)(o) (4) (b) Names of othfr companitts 4 of Voting (if 25 ormorl voting Shares in Subs securities a held
NIA
NIA
NIA
NIA
NIA
NIA
NIA
NIA
NIA
NIA
Dryden Cons1rudioo Co Inc 100
NIA
NIA
NIA
Frtzgerald Land Investment Plshp 25
(1) Name amp Mdlt=
John D Gallagher CJriand Pru IL
(2) Principal rbull _ BHC1
(3) (b) TdfePosition wiU1 SubsXfiarics
(J)(c TrtiePttSition wTUi other buslncssts
Trustee-Vote 100 Galla171ormiddot Henr)Tnisl
- Gallagher amp Henry Inc
Prumlaquo GaDaQhef Parloecs LP GB4 Jnc
Managing Partner Gl6mwod DevelopmElnt Co
Managmjl farlnelt Heruy Co Managmo Hermann Umd Investment Ptshp
Managing- Kolarlrugtd I lgthp Preltldeot Kokast -kimes Inc
PreSdenl Coo$trixtioo middotmiddot nc
- -MiAdams 400 Investment Ptshp
Msoagir(Q Partner Meifefl1 id lnpoundiiini _Pthp Managing Partner sr middotGod 1nVeslmoo Pbhp Managiog Partnef
-LampftPtshp TruSt6e
ThOGalfaghmiddotorSliujiini middot Trust
(4) (bull) of Voting Shares in BHC
(4) (b) of Voting Shares In SUbs
Names of other companies frf 25 degmom voting securiDes arn heJd NIA
NIA
NIA
NIA
NIA
NIA
NIA
Hennarm Lnnd Investment Ptshp 25
K6irland lovStrnerrlPiStip 25 NIA
NIA
NIA
Laod lNeStrnloi PlShp 25
df1li3 lfjJrlvtrpnt PWiP 25
Land l hp 25
e(Lao1fl PtShp 25_-xmiddotmiddot middot
standard tWesTrust 25 middot
(1) Name amp Address
Tnnothy J GsJlaghet Burr Ridge IL
(2) Principal Occupation [d other than with BHC)
(J) (a) TrltePosifion wtth BHC
(3)(b) TdiePosffion wittl Subskfcuies
OlaHrnan of the Board
(J) (c) TitlePosition with other businees
PreOOeot Brittany Glen Homeownoc l=gtc Suffield Woods Homeowner Assoc FanntngdaJe Viage Com Assoc fumlogdale Vdlage Com Assoc 2 Misty Meadoyenr Homeowner Assoc 1ltings1on Hills liomeOMler Assoc Gallagheramp Henrys Condos Goodiogs Grove Assoc Ganaghcr amp Heruys Goocfings Grove Umbretia Assoc Farmingdale Vil Cooos of Woodridge Homeowner Assoc Radc5ffe rtMe TOvlfflhomes Assoc
BNC OWnefs Assodatioo
Boughton Woodward Commenial Center LLC su-lgle MembeltUC- GB4 i5 member
Union Poirrte Investors Uc Sing1e MemberlLC- Union PcWe Oevclopmeot Co b member
Uoion POOte Buadlog Venture 1lLC Union 00rt lnvestorn LlC ts member Union Pofrrte Buikfing Venlilre 112 LLC Unton Point nveslor lLC is member
Union Pointe Boikfing Venture 3 LLC Union Poinl lnveslors UC is member
standgtnJ Bank -ALm1 Construction Co LlC
Pminlaquo Frtzyerald Lnnd Investment Pbttp
(lt)(bull) ofVotlng Shares in BHC
11520
(4) (b) ofVotiog Shares in Subs
NIA
Names of other companies (If 25 or l1XgtflJ voting securities aro held
NIA NIA NIA NIA NIA NIA NIA WA NIA NIA NIA
WA
NIA
WA
WA
NIA
NIA
WA
NIA
NIA
NIA
WA
WA
(1) =
Timothy J GJJbghctshyBorr Ridge IL
(2) Principal (if oUJef than wtth BHC)
3 (a) TitlePosition wilh BHC (3) 1c) Trtielosilion with other businesses ampcretuy amp Henry Inc
_ GieoMXgtd Developmeot Co
Partner Hermann Land Investment Pt5hp KOOr land Investment Ptstip
Secret3y Kolcast Homes loo
__ Koamp Construction Co Inc
Secrebgty Ordnrd Hin Buikfing Co Inc
Pa1nelt srrvb land 1ovestrnent Pshp -Smotelt Land Investment Ptshp Trustee- Vote 100 The Gollagher stmdafd
Trust
-- uruoo Pointe Development Co
lt4)(a) ofVotiog Shares in BHC
(4) (b) of Voting Shares In Sobs
tfamos of othcreomnk (lf25 ormoro vo6ng sccuritios arc held
NIA
NIA
NIA
Hennano Land Investment Ptshp 25
Kolar land Investment Pshp 25
NIA
NIA
NIA
Maas Land Investment Ptshp 25
McAdams Iand lnv=tmeni Plshp 25
Medema land lnvestme111 Ptshp 25
NIA
NIA
NIA
Slivka land Investment Plshp 25
SmoterUmd I Ptshp 25
Unkio Pointe Devdopmcot Co 25
(11 (21 Pl (a) 3 (b) 3) c) 4 (a) (4)b) Names of othelt com pan Name amp Adqross princi Occupation TJdcPositiorl TJHePositiorl TrticPosIDon of Voting of Voting [If 25 or mon voting
(if other than with Bl tc) wtth SHC with Subsidiaries with other businesses Shares In BHC Shares in Subs securities are heJd
Timothy J GaUagilet Slaquoretmy GB4 Inc SurRXgeIL GB4 lnc 251
Uoioo Polnte Bonding Venture 3 UC NIA Uoiont PoCnt lnves1ocs LLC is member
Lawraooe P Kelley NIA DirododVJCO Chaifman Oamp-edooVlce Chairman NIA 023lt))1 NIA NIA Pltullt IL PreraquoleoUCEO -0-0
standam Bank
Atampief Ko-arldt NIA DirodOlt Dirodoc NIA 0140 NIA NIA 1-fmsdak ll -
Howrd K Priess JI - deg Dirodoc Solo Pradiltgtoelt 0140 NIA NIA NapeMe IL Standard Bank
Owner White Oak Construction LlC Wh4te Oak Construction LLC 100
Robert A RoslKWt NIA Lead ndepcodeot Director oltedoc NIA D140( NIA NIA QOCago u standanl Bank
Charles E Shomo rv NIA deg Ciredor NIA 013lfI( NIA NIA Bur Ridgo IL standam Bank
Patrick J Hunt NIA _ Executive VPCFO NIA 008 NIA NIA Palos Heights IL EVPCfO standanl Bank
deg Scoltzu NIA Asst VPJAssl Asst VPAsst Secy NIA 00CXgt1 NIA NIA
Everyreen Park IL Sea-- SiandagtO Bank
STAN DARD BANCSHARES INC AND SUBSI DIARIES
NOTES TO CONSOLI DATED FI NANCIAL STATEMENTS (in thousands except share data)
Note 4 - Loans (Continued)
Tro ubled Debt Restructurings (TOR)
Loans classified as TD Rs totaled $1 8541 as of December 31 201 4 of which $1 5665 were performing and $2876 were on non-accrual loans classified as TDRs totaled $1 8095 as of December 31 201 3 of which $1 6596 were performing and $1 499 were on non-accrual
The Bank has allocated $1 797 and $ 1 3 1 4 in specific reserves to customers whose loan terms have been modified in troubled debt restructurings as of December 31 201 4 and 201 3 The Bank has committed to lend additional amounts of $45 and $26 as of December 31 201 4 and 201 3 to customers with outstanding loans that are considered to be troubled debt restructurings These loans involved the restructuring of terms to allow customers to mitigate the risk of foreclosure or default by meeting a lower loan payment requirement based upon their current cash flow These may also include loans that renewed at existing contractual rates but below market rates for comparable credit For commercial loans these m odifications typically include a lowering of the interest rate on the loan In some cases the modification will include separating the note into two notes with the first note structured to be supported by current cash flows and collateral and the second note made for the remaining unsecured debt The second note is charged off immediately and collected only after the first note is paid in full This modification type is commonly referred to as an A-B note structure For consumer mortgage loans the restructuring typically includes a lowering of the interest rate to provide payment and cash flow relief For each restructuring a comprehensive credit underwriting analysis of the borrowers financial condition and prospects of repayment under the revised terms is performed to assess whether the structure can be successful and that cash flows will be sufficient to support the restructured debt Anmiddot analysis is also performed to determine whether U1e restructured loan should be on accrual status Generally if the loan is on accrual at the time of restructure it will remain on accrual after the restructuring In some cases a nonaccrual loan may be placed on accrual at restructuring if the loans actual payment h istory demonstrates it would have cash flowed under the restructured terms After six consecutive payments under the restructured terms a nonaccrual restructured loan is reviewed for possible upgrade to accruing status
As with other impaired loans an al lowance for loan loss is estimated for each TOR based on the most likely source of repayment for each loan For impaired loans secured by real estate that are collateral dependent the allowance is computed based on the fair value of the underlying collateral For impaired loans where repayment is expected from cash flows from business operations the allowance is computed based on a discounted cash flow computation
27
STANDARD BANCSHARES INC AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (in thousands except share data)
Note 4 - Loans (Continued)
Troub led Debt Restructurings (TOR) (Continued)
The following table presents loans by c lass modified as troubled debt restructurings that occurred during the years ended December 31 2014 and 2013
Pre- Post-modification modification
Number outstanding outstanding 2014 of loans recorded recorded
investment investment Construction 1 $ 706 $ 813 Commercial real estate owner occupied 2 483 564 Residential real estate 3 1206 1 206 Consumer 5 563 563
Total 11 $2958 $3146
2013 Commercial real estate non-owner occupied 3 $14371 $ 8 670 Commercial real estate owner occupied 3 3505 3581 Commercial 2 1758 1804 Residential real estate 1 403 403
Total 9 $20037 $1 4458
The troubled debt restructurings modified in 2014 and 2013 described above increased the allowance for credft losses by $784 and $317 and did not result in any post-modification charge offs during the years ended December 31 2014 and 2013 respectively
28
STAN DARD BANCSHARES I NC AND SUBSIDIARI ES
NOTES TO CONSOLI DATED FI NANCIAL STATEMENTS (in thousands except share data)
Note 4 - Loans (Continued)
Tro uble d Debt R estructurings TOR ) (Continued)
The following table presents troubled debt restructurings by class and type of modification that occurred during the years ended December 31 2014 and 2013
AB Note Rate Restructure Reduction
2014 Construction $ $ -
Commercial real estate owner occupied 48
Residential Real Estate Consumer 218
Total $ $266
AIB Note Rate Restructure Reduction
2013 Commercial real estate non-
owner occupied $13901 $ 470 Commercial real estate
owner occupied 3073 Commercial 1758 Residential Real Estate 403
Total $13901 $5704
29
Rate Reduction
To Pay amp Advance Taxes of Funds
$ $ 706
435
$435 $ 706
Rate Reduction
To Pay amp Advance Taxes of Funds
$ $
432
$432 $
I nterest Only
Period
$
1206 345
$1551
I nterest Only
Period
$
$
Total
$706
483 1206
563 $2958
Total
$14371
3505 1758
403 $20037
STANDARD BANCSHARES I NC AND SUBSI DIARIES
NOTES TO CONSOLI DATED FINANCIAL STATEMENTS (in thousands except share data)
Note 4 - Loans (Continued)
Troubled Deb t Restru cturings (TOR) (Continued)
The following table presents loans by class modified as troubled debt restructurings for which there was a payment default within twelve months fol lowing the modification during the year ended December 3 1 2014 There were no payment defaults within twelve months following the modification during the year ended December 31 201 3
2014 Commercial
N umber of loans
1
Recorded Investment
$1 600
The troubled debt restructurings that subsequently defaulted in 2014 described above increased the allowance for credit losses by $233 during the year ended December 31 2014 In 2013 there were no troubled debt restructurings for which there was a payment default within twelve months following the modification The troubled debt restructurings resulted in $1600 of charge offs during the year ended December 31 201 4 The troubled debt restructurings did not result in any charge offs during the year ended 2013
Note 5 - Mortgage Servicing Rights
Following is a summary of the activity for mortgage servicing rights
Beginning balance Costs capitalized Accumulated amortization
Ending balance
2014 $ 2726
544 (835)
$ 2 435
2013 $ 2169
1 339 (782)
$ 2 726
2012 $ 1525
1434 (790)
$ 2 169
The aggregate fair value of mortgage servicing rights is based on fundamental analysis and the present value of expected future cash inflows In estimating fair value assumptions have been made regarding prepayment default and interest rates Mortgage servicing rights do not trade in an active market with readily observable prices The Company uses an independent third party to determine the fair value of mortgage servicing rights by estimating the fair value of the future cash flows associated with the mortgage loans being serviced Key economic assumptions used in measuring the fair value of mortgage servicing rights include but are not limited to prepayment speeds discount rates delinquencies and costs to service
A fair market estimate was completed by an independent third party in November 201 4 to determine the amount at which the asset could be exchanged in a current transaction between willing parties other than in a forced liquidation or sale Fair value was estimated based in part on the discounted future cash flows estimated to be received The evaluation used a discount rate for each pool of loan servicing rights which is intended to represent the estimated market yield and estimated cash flow for each pool of servicing rights by utilizing an assumed prepayment speed based on the characteristics of each pool No assurance can be given that the actual prepayments will conform to the prepayment speeds assumed The calculated fair value was compared to market values where possible to ascertain the reasonableness of the valuation in relation to the current market expectations
Mortgage servicing rights outstanding Estimated fair value as a percentage of loans serviced Principal value of loans serviced Estimated fair value of servicing rights outstanding
30
201 4 $ 2435
083 $394217 $ 3272
201 3 $ 2726
083 $382221 $ 3 1 72
STANDARD BANCSHARES INC AND SUBSIDIARIES
NOTES TO CONSOLI DATED FINANCIAL STATEMENTS (in thousands except share data)
Note 6 - Premises and Equipment
Major classifications of these assets are summarized as follows
Land Bank premises Furniture and equipment
Accumulated depreciation Premises and equipment - net
2014 $ 21 699
58 179 31 388
1 1 1 266 (50352)
$ 609 14
201 3 $ 2361 0
69 1 33 44467
1 3721 0 (71 428)
$ 65782
Depreciation expense amounted to $3479 $3668 and $3949 in 2014 201 3 and 2012 respectively_
The Company sold land buildings and vehicles for total proceeds of $1 824 $2 and $1 8 resulting in gross gains on sales of $49 1 $1 and $ 1 8 in the years ending December 3 1 2014 201 3 and 201 2 respectively
In December 2014 the Company signed a definitive agreement to enter into a sale-leaseback of land and buildings for two of its locations The Company designated $ 1 462 of premises as held for sale No write-down was taken at the time of transfer as the assets were anticipated to be sold at a gain In February 2015 the Company closed on a transaction a portion of the gain on sale was recognized in non-interest income The remaining gain was deferred and will be amortized into non-interest income over the lease term
Note 7 - Other Real Estate Owned
Activity in other real estate owned is summarized as followsmiddot
Beginning balance Acquired through or in lieu of foreclosure Proceeds from sales Gain (loss) on sales Write down on other real estate owned
Ending Balance
2014 $ 1 2 930
6 035 (2004)
426 ( 1 1 54)
$1 6233
2013 $1 6896
3 912 (51 35)
170 (2913)
$1 2930
201 2 $ 1 1 496
1 2 1 08 (4096)
(1 36) (2476)
$ 1 6 896
Operating expenses associated with other real estate owned net of write-downs on other real estate owned were $498 $1 96 and $976 in 2014 201 3 and 201 2 respectively
Note 8 - Intangibles
Core deposits Accumulated amortization Core deposits net
2014 2013
$ 8946 (7798)
$ 1 148
$ 8946 (7 1 05)
$ 1 841
Amortization expense amounted to $693 $789 and $885 in 2014 2013 and 20 12 respectively Core deposit intangibles are amortized over an estimated life of fifteen years
middot----- l n-201-2-the-Gompany-reGorded-a-ful l-write-down-of-$239g7-of-goodwill-as-it-was-determined-t0-be--shy
impaired_
3 1
STAN DARD BANCSHARES INC AND SUBSI DIARIES
NOTES TO CONSOLI DATED FI NANCIAL STATEMENTS (in thousands except share data)
Note 9 - Bank Owned Life Insurance
The Bank acquired life insurance policies through prior bank acquisitions and by direct purchase At December 3 1 2014 and 2013 the cash surrender value of these policies was $48470 and $47033 respectively No additional l ife insurance was purchased during 2014 or 2013
Note 10 - Deposits
Deposits at December 3 1 2014 and 2013 by major category are as follows
Demand deposits Non-interest-bearing Interest-bearing
Total demand deposits Savings deposits Time deposits Brokered deposits
Total deposits
2014
$ 612646 492 799
1 1 05445 374142 405857 1 08 1 28
$1 993 572
201 3
$ 536325 525 145
1 061 470 36341 8 427815
66 402
$1 91 9 1 05
The aggregate amount of deposits reclassified as loans (overdrafts) amounted to $2548 and $2781 at December 3 1 2014 and 201 3 respectively
Time deposits that met or exceed the FDIC insurance limit of $250 at year-end 201 4 and 2013 were $1 1 0 1 77 and $92681 respectively
At December 3 1 2014 scheduled maturities of certificates of deposit including brokered deposits are as follows
201 5 2016 2017 201 8 201 9 2020 and thereafter
$408455 65585 1 9838
9830 1 0277
$513 985
Deposits from related parties totaled $33614 and $32595 at December 31 2014 and 201 3 respectively
32
STANDARD BANCSHARES INC AND SU BSI DIARIES
NOTES TO CONSOLI DATED FINANCIAL STATEMENTS (in thousands except share data)
Note 1 1 - Advances from Federal Home Loan Bank
There were no outstanding advances with the Federal Home Loan Bank at December 3 1 201 3 The indebtedness to the Federal Home Loan Bank at December 3 1 2014 was $1 5000 consisting of the following fixed rate advances
Due Date
June 27 201 6 June 27 201 6
Total advances
I nterest Rate
057 057
2014
$1 3000 2 000
$1 5 000
Al l advances and letters of credit from the Federal Home Loan Bank (FHLB) were secured by a g eneral lien on qualifying commercial real estate residential mortgages and home equity loans of the Bank Each advance is payable at its maturity date with a prepayment penalty for fixed rate advances Letters of credit outstanding from the FHLB totaled $3872 and $41 946 at year-end 2014 and 201 3 respectively The advances and letters of credit were collateralized by $679990 of commercial real estate and mortgage loans in 2014 and $203845 of mortgage loans under a blanket lien arrangement at year-end 2013 Based on this collateral and the Companys holdings of FHLB stock the Company was eligible to borrow up to a total of $26951 3 at year-end 2014
Note 1 2 - Other I ncome
Other income consists of the following
Gain (loss) on sale of other real estate owned Gain on sale of premises and equipment Debit cardATM fees Trust feesBrokerage Fees Loan fees and commissions Cash management Bank Owned Life Insurance income Miscellaneous income
Total other income
33
2014
$ 426 491
28 1 8 2533
658 2641 1 437
921
lll 1 925
201 3 201 2
$ 1 70 $ ( 1 36) 1 1 8
2935 2829 2364 1 927
680 932 2286 2020 1 437 1 469 1 267 886
ll1 1 1 40 ll 9 945
STANDARD BANCSHARES INC AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (in thousands except share data)
Note 1 3 - Employee Benefit Plans
Profit Sharing
The Companys bank subsidiary maintains a defined contribution 401 (k) Plan Under terms of the Plan employees meeting age and service requirements may elect to have their compensation reduced and have that amount contributed to the Plan as a salary deferral contribution The Bank at its discretion may make a matching contribution to the Plan equal to a u niform percentage of the salary deferral contributions Apart from any matching contribution the Bank may also make a separate discretionary contribution to the Plan The final liability for matching contributions if any is determined after yearshyend requiring the Bank to estimate its discretionary contribution expense at year end Contribution expense recorded by the Bank amounted to approximately $ 1 1 79 $1 254 and $ 1 685 for 2014 201 3 and 201 2 respectively
Non-Qualified Plan
The Bank maintains a non-qualified deferred compensation plan for a select group of management and employees as determined by the Board of Directors Annual awards if any are based o n preshyestablished performance criteria which are communicated to eligible employees Benefits under the Plan vest after a five year period The liability under the Plan was $403 and $503 as of December 3 1 2014 and 201 3 respectively There was n o expense recorded in 2014 2013 o r 2012
Non qualified Sto ck Option Plan
Pursuant to the Capital Raise Investment Agreements on February 1 2 20 1 3 the Board of Directors of the Company adopted the Standard Bancshares Inc Stock Option Incentive Plan to be effective immediately after the Closing of the capital raise (please refer to Note 21 ) Pursuant to the Stock Option Incentive Plan the Compensation Committee of the Board of Directors of the Company is authorized to grant Incentive Stock Option awards Nonqualified Stock Option awards or a combination thereof to certain officers directors consultants or employees of the Company or any of its Subsidiaries or Affiliates aggregating up to 5402524 shares of the Companys common stock
The option price per share of stock purchasable under a stock option shall not be less than 1 00 of the fair market value of the common stock on the day of the grant Stock option vesting is based o n two components 1 ) a time vested option that vests over four years one fourth on each of the first four anniversaries from the option grant date and 2) a performance vested option that vests if there is an exit event resulting in the investor actually realizing an internal rate of return (RR) greater than or equal to 1 2 based on their original investment of $465 per share on February 22 201 3 Vesting is subject to acceleration in certain circumstances The options will expire if not exercised within 1 0 years of the
middot
date of grant and under certain other (employment) circumstances
The fair value of options granted was estimated on the date of grant using the Black Scholes optionsshypricing model using the assumptions noted in the table and commentary below The risk free rate of return is based on the constant maturity yield of a US Treasury note with a fixed rate term of 1 0 years at date of grant The volatility rate is derived from historical index values of publicly-traded commercial banks with assets between $1 and $5 billion Index values of comparably sized companies were used as a proxy because the Companys common stock is not exchange-listed and there is not an active trading market for the common stock The dividend yield assumption is based o n the Companys expected dividend payouts
34
STANDARD BANCSHARES INC AND SUBSIDIARI ES
NOTES TO CONSOLIDATED FI NANCIAL STATEMENTS (in thousands except share data)
Note 1 3 - Employee Benefit Plans (Continued)
Risk free rate of return
2014 20 1 3
275 1 97 Time remaining until expiration of the options Volatility rate
1 O years 1 0 years 1 392 1 587
Dividend yield 000 000
A summary of the activity in the non-qualified stock option plan for 2014 follows Weighted Average
Weighted Remaining Average Contractual
Number of Exercise Term Time Vested Stock Options Shares Price (in years)
2014 Outstanding at beginning of year 1 46651 5 $ 465 915
Granted 1 1 701 95 515 916 Exercised
Expired
Forfeited (23545) 494 870
Outstanding at end of year 2613 165 $ 487 860
Exercisable at end of year 366629 $ 465 815
2013 Outstanding at beginning of year $ Granted 1 466515 465 9 15 Exercised
Expired
Forfeited
Outstanding at end of year 1 465515 $ 465 9 15
Exercisable a t end o f year $
Aggregate Intrinsic Value
$ 1 1 1 8
$ 238
$ 733
$
The weighted average fair value of time vested options granted during 201 4 and 201 3 was $1 21 and $1 3 2 per option respectively
35
STANDARD BANCSHARES INC AND SUBSIDIARI ES
NOTES TO CONSOLIDATED FI NANCIAL STATEMENTS (in thousands except share data)
Note 1 3 - Employee Benefit Plans (Continued)
Performance Vested Stock Options 2014 Outstanding at beginning of year
Granted
Exercised
Expired
Forfeited
Outstanding at end of year
Exercisable at end of year
2013 Outstanding at beginning of year
Granted
Exercised
Expired
Forfeited
Outstanding at end of year
Exercisable at end of year
1 466515
1 170195
(26909)
2609801
1 465515
1 465515
$ 465
515
490
$ 487
$
$ 465
$ 465
$
91 5
91 6
864
860
g_1 5
91 5
$ 1 1 1 8
$
$ 733
$
The weighted average fair value of performance vested options granted during 201 4 and 201 3 was $040 for each year
Time Ve ste d O ption s
The Company recognized $782 and $44 I of stock-based compensation expense related to the granting of time vested stock options for the years ended December 20 14 and 2013 respectively There were no time vested options granted in 2012
As of December 3 1 201 4 there was $2 1 30 of total unrecognized compensation cost related to nonshyvestediime vested options granted underthe Plan The unrecognized cost is expected to be recognized over a weighted-average period of 26 years
Performan ce Veste d O ption s
The value of the performance vested options is a function of 1 ) the likelihood of a n Exit Event and 2) the likelihood of that Exit Event achieving the 1 2 IRR threshold These weighted average probabilities are then m ultiplied by the full value of a time vested option to derive the value of the performance options
The valuation methodology for the performance vested options involved ihree separate analysis
I Sale of control analysis 2 Initial public offering analysis 3 Remain private analysis
There was no expense recorded in 201 4 and 201 3 related to the performance vested options
There were no performance vested options granted in 201 2
36
STANDARD BANCSHARES INC AND SUBSIDIARI ES
N OTES TO CONSOLI DATED FI NANCIAL STATEMENTS (in thousands except share data)
Note 1 3 - Employee Benefit Plans (Continued)
As of December 3 1 2014 there was $1 059 of total unrecognized compensation cost related to nonshyvested performance vested options granted under the Plan The cost is expected to be recognized when it is determined that it is probable that a qualifying Exit Event will occur
Note 1 4 - Commitments
Operating Leases
The Bank leases property at various branch locations unde r terms that are considered to be an operating lease The leases expire in various years through 2020 Office rent expense was $728 $875 and $919 for 2014 2013 and 2012 respectively
Other Co mmitments
The Bank has a contract with a computer seNice company that expires in 201 6 Data processing expense was $2729 $2746 and $2424 for 201 4 201 3 and 2012 respectively
Annual future minimum payments for these agreements are as follows
Note 1 5 - Income Taxes
Year ending December 31 201 5 201 6 2017 20 1 8 201 9 2020 and thereafter
$3037 2884
394 203 1 26
1 6 $6 660
The components of the provision (benefit) for income taxes are as follows
Current Deferred Total Tax Expense (Benefit)
2014 $ 3494
7 1 62 $ 1 0656
201 3 $ 2373
3425 $ 5798
2012 $ 1 306
(6928) $ (5622)
The effective tax rate differs from the federal statutory rate primarily due to the following
Tax at statutory federal income tax rate Tax exempt interest income State income taxes net of federal benefit BOLi income Meals and entertainment Non-deductible expenses Goodwill impairment
201 4
$8483 (133) 1 5 1 6 (486)
77 76
Stock settled rights expense 639
201 3 $ 4750
(82) 766
(486) 84
1 02
2012 $(1 2371 )
(1 08) (866) (500)
79 80
8 1 55
O th enet--=====48=====664=--====(-l --
$1 0656 $ 5798 $ (5622)
37
STANDARD BANCSHARES INC AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (in thousands except share data)
Note 1 5 - Income Taxes (Continued)
The net deferred tax asset included at December 31 2014 and 2013 consists of the following
2014 201 3 Gross deferred tax assets
Allowance for loan losses $19212 $23305 Other real estate owned 2866 49 1 6 Non-accrual loan interest 4064 3 991 State net operating loss 1 835 2358 Accrued compensation 1 938 1 471 Depreciation 1 387 1 412 FNMA amp FHLMC preferred stock 1 270 1 270 Other assets 271 434
Total gross deferred tax assets $32843 $39 157
Gross deferred tax liabilities Purchase accounting adjustments $ 1 069 $ 1 282 Mortgage servicing rights 946 1 060 Unrealized gainloss on AFS securities 1 1 9 692 Other liabilities 1 306 1 31
Total gross deferred tax liabilities $ 3440 $ 3 165
Net deferred tax asset $29403 $35992
At December 31 2014 the Company has $33929 of Illinois net operating loss carryforwards expiring in 2025 and $2330 Indiana net operating Joss expiring in 2025 and 2026 which will be available to reduce future taxable income
The Company does not expect the total amount of unrecognized tax benefrts to significantly change in the next twelve months The Company recognized no interest andor penalties related to tax matters in tax expense
The Company and its subsidiaries are subject to US federal income tax as well as income tax of the state of Illinois and Indiana The Company is no longer subject to examination by taxing authorities for years before 201 0
3 8
STAN DARD BANCSHARES INC AND SUBSIDIARIES
NOTES TO CONSOLI DATED FI NANCIAL STATEMENTS (in thousands except share data)
Note 1 6 - Contingent Liabilities and Commitments
The Company does not reflect in its financial statements various commitments and contingent liabilities which arise in the normal course of business and which involve elements of credit risk interest rate risk and liquidity risk These commitments and contingent liabilities are commitments to extend credit commercial letters of credit and standby letters of credit A summary of the Banks commitments and contingent liabilities at December 31 is as follows
Commitments to extend credit under Unused commercial and other lines of credit Unused equity lines of credit Standby letters of credit
2014 201 3
$262907 46 125 42041
$234893 52905 40284
Commitments to extend credit commercial letters of credit and standby letters of credit a l l include exposure to some credit loss in the event of nonperformance of the customer The Banks credit policies and procedures for credit commitments and financial guarantees are the same as those for extension of credit that are recorded on the consolidated balance sheet Because these instruments have fixed maturity dates and because many of them expire without being drawn upon they do not generally present any significant liquidity risk to the Bank The Bank has not incurred any significant losses on its commitments in either 2014 201 3 or 2012
The Bank is party to litigation and claims arising in the normal course of business Management after consultation with legal counsel believes that the liabilities if any arising from such litigation and claims will not be material to the Companys consolidated financial position
Note 1 7 - Derivatives
D erivative contracts entered into by the Company are limited to those that are treated as non-designated derivative instruments The Company provides customers with interest rate swap transactions and offsets the transactions with interest rate swap transactions with inter-bank dealer counterparties as a means of offering risk management solutions to customers As ofDecember 3 1 2014 there were $6006 outstanding in notional values of swaps where the Company pays a variable rate of interest and the customer pays a fixed rate of interest This position is offset with counterparty contracts where the Company pays a fixed rate of interest and receives a floating rate of interest The estimated fair value of interest rate swaps was recorded as an asset of $207 and as a liability of $214 as of December 31 2014 Swaps with customers and inter-bank dealer counterparties are carried at fair value with adjustments recorded in other income The net effect of fai r value adjustments running through the income statement was immaterial during the year ended December 31 2014 There were no interest rate swap derivatives as of December 3 1 2013
3 9
STANDARD BANCSHARES I NC AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (in thousands except share data)
Note 1 8 - Financial I nstruments Fair Value Disclosure
The fair value measurement accounting Hterature establishes a fair value hierarchy which requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value The standard describes three levels of inputs that may be used to measure fair value
1 Level 1 - Unadjusted quoted mariltet prices in active markets that are accessible at the measurement date for identical unrestricted assets
2 Level 2 - Significant other observable inputs other than Level 1 prices such as quoted market prices for similar assets and liabilities quoted prices in markets that are not active or other inputs that a re observable or can be corroborated by observable market data
3 Level 3 - Signlficant unobservable inputs that reflect a reporting entitys own assumptions about the assumptions that mariltet participants would use in pricing an asset o r liability
A financial instruments level within the fair value hierarchy is based on the lowest level of input that is significant to the fair value measurement
Fair values of assets measured on a recurring basis at December 3 1 2014 and 2013 are as follows
De ce mbe r31 2014 Financial Assets
Securities available-for-sale US government sponsored entities and agencies Mortgage-backed securities - residential Equity securities
Total securities available-for-sale
Derivatives
Financial Liabilities
Derivatives
De ce mbe r 31 2013 Financial Assets Securities available-for-sale
US government sponsored entities and agencies Mortgage-backed secu rities - residential Equity securities
Total securities available-for-sale
Fair Value
$1 46307 3668 4 41 9
$1 54 394
$ 207
$ 214
$ 1 24431 1 2203
2 954 $ 1 39 588
Fair Value Measurements Usin1 Quoted Significant P rices Other
in Active Observable Markets Inputs (Level 1 ) (Level 2)
$
392 $ 392
$ -
$ -
$
$1 46307 3668 4 027
$1 54 002
$ 207
$ 2 1 4
$ 1 24431 12203 1 984
$1 38 61 8
Significant Unobservable
Inputs (Level 3)
$
$
$
$
$
$
As of December 31 2014 and 2013 there were no transfers between levels
40
STANDARD BANCSHARES I NC AND SUBSI DIARIES
NOTES TO CONSOLI DATED FI NANCIAL STATEMENTS (in thousands except share data)
Note 1 8 - Financial I nstruments Fair Value Disclosure (Continued)
The fair values of marketable equity securities available-for-sale are generally determined by quoted market prices in active markets for each specific security (Level 1 measurement inputs) If Level 1 measurement inputs are not available for a marketable equity security the fair value is determined by the quoted market price of a similar security traded in an active market (Level 2 measurement inputs)
The fair values of debt securities available-for-sale are generally determined by matrix pricing which is a mathematical technique widely used in the industry to value debt securities without relying exclusively on quoted market prices for the specific securities b ut rather by relying on the securities relationship to other benchmark quoted securities (Level 2 measurement inputs)
Derivative s
The fair value of derivatives are based o n valuation models using observable market data a s of the measurement date (Level 2) Our derivatives are traded in an over-the-counter market where quoted market prices are not always available Therefore the fair values of derivatives are detenmined using quantitative models that utilized multiple market inputs The inputs will vary based on type of derivative but could include interest rates prices and indices to generate continuous yield or pricing curves prepayment rates and volatility factors to value the position The majority of market inputs are actively quoted and can be validated through external sources including brokers market transactions and thirdshyparty pricing services
Fair values of assets measured on a nonrecurring basis are as follows
Oe ce mbe r31 2014 Other real estate owned net Impaired loans Loans held for sale Mortgage servicing rights
De ce mbe r 31 2013 Other real estate owned net Impaired loans Loans held for sale Mortgage servicing rights
Fair Value
$ 1 6233 41 895
8274 2435
$12 930 54 1 62
5408 2726
Fair Value Measurements Using Quoted Significant Prices Other
in Active Observable Markets Inputs (Level 1 ) (Level 2)
$ $
8274
$ - $
5408
Significant Unobservable
Inputs (Level 3)
$ 1 6233 41 895
2435
$1 2930 541 62
2726
Other real estate owned are initially recorded at fair value less costs to sell when acquired and are subsequently measured at the lower of cost or fair value less estimated costs to sell Fair values are based on third party appraisals of the property or internal valuations on smaller properties using comparable market data and various external resources resulting in a level 3 classification When the carrying value exceeds the fair value less costs to sell an impairment loss is recognized
The fair value of impaired loans secured by real estate with specific allocations of the allowance for loan --------- 1osses-is-generally-based-on--recent-real-estate-appraisals-or-internal-valuations-on-smaller-prnperties--shy
using comparable market data and various external resources These appraisals may utilize a single
41
STANDARD BANCSHARES INC AND SUBSI DIARIES
NOTES TO CONSOLI DATED FI NANCIAL STATEMENTS (in thousands except share data)
Note 1 8 - Financial Instruments Fair Value Disclosure (Continued)
valuation approach or a combination of approaches including comparable sales and the income approach resulting in a level 3 classification
Loans held for sale are carried at the lower of cost or fair value which is evaluated on a pool-level basis The fair value of loans held for sale is determined using quoted prices for similar assets adjusted for specific attributes of that loan or other observable market data such as outstanding commitments from third party investors resulting in a level 2 classification
The Company records its mortgage servicing rights at fair value and includes them in other assets in the Consolidated Balance Sheets Mortgage servicing rights do not trade in an active market with readily observable prices Fair value is based on market process for comparable mortgage servicing contracts when available or alternatively is based on a valuation model that calculates the present value of estimated future net servicing income Key economic assumptions used in measuring fair value of mortgage servicing rights at December 31 2014 included prepayment speeds maturities and discount rates While market based data is used to determine the assumptions the Company incorporates its own estimates of the assumptions market participants would use in determining the fair value of mortgage servicing rights which results in a level 3 classification
De cembe r 31 2014 Assets Cash and cash equivalents Securities held-to-maturity Securities available-for-sale Loans - net Loans held for sale Federal Home Loan Bank stock at cost Accrued interest receivable Derivatives
Liabilities
Deposits Federal Home Loan Bank advances Accrued interest payable Derivatives
De ce mbe r 31 2013 Assets
Cash and cash equivalents Securities held-to-maturity Securities available-for-sale Loans - net Loans held for sale Federal Home Loan Bank stock at cost Accrued interest receivable
Liabi lities Deposits Accrued interest payable
42
Carrying Value
$ 1 99476 3888
1 54394 1 744331
8274 3247 59 1 9
207
$ 1 993572 1 5000
265 214
$ 234 1 83 1 762
1 39588 1 61 9995
5408 3 143 5 576
$1 91 9 1 05 286
Fair Value
$ 1 99476 3 564
1 54394 1 798279
8274 3247 591 9
207
$1 992796 1 4984
265 214
$ 234 1 83 1 41 5
1 39588 1 679668
5408 3 143 5576
$ 1 920335 286
STANDARD BANCSHARES I NC AND SUBSI DIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (in thousands except share data)
Note 1 8 - Financial I nstruments Fair Value Disclosure (Continued)
In estimating the fair value of certain assets and liabilities not previously presented the following assumptions were made
Cash and Cash Equivalents
The carrying amounts of cash and equivalents reported in the balance sheet approximate fair value
Securities
Estimated fair values of securities are based on one of three models 1 ) quoted market prices where available 2) quoted market prices for similar instruments if quoted market p rices are not available 3) unobservable data that represents the Banks assumptions about items that market participants would consider in determining the fair value where no market data is available
L oans
Fair values of loans excluding loans held for sale are estimated as follows For variable rate loans that re-price frequently and with no significant change in credit risk fair values are based on carrying values Fair values for other loans are estimated using discounted cash flow analyses using interest rates currently being offered for loans with similar terms to borrowers of similar credit quality to calculate the present value of future contractual principal and interest cash flows and discounting them back to the present using a discount rate Impaired loans are valued at the lower of cost or fair value as described previously The methods utilized to estimate the fair value of loans do not necessarily represent an exit price
The fair value of loans held for sale is estimated based upon binding contracts and quotes from third party investors
Federal Home Loan Bank (FHLB) Stock
The carrying amounts reported in the balance sheet approximate fair value
Accrued Interest Receivable I Payable
The carrying amounts reported in the balance sheet approximate fair value
Deposits
The fair values disclosed for demand deposits (eg interest and non-interest checking passbook savings and certain types of money market accounts) are by definition equal to the amount payable on demand at the reporting date (ie their carrying amount) The carrying amounts of variable rate fixed-term money market accounts and certificates of deposit approximate their fair values at the reporting Fair values for fixed rate certificates of deposit are estimated using a discounted cash flows calculation that applies interest rates currently being offered on certificates to a schedule of aggregated expected monthly maturities on time deposits
Federal Home Loan Bank Advances
The fair value of Federal Home Loan Bank advances is estimated using discounted cash flow analyses --------based-on-the-currentborrowing-rate-of-similartypes-of-advances
43
STANDARD BANCSHARES I NC AND SUBSIDIARI ES
NOTES TO CONSOLI DATED FINANCIAL STATEMENTS (in thousands except share data)
Note 1 8 - Financial I nstruments Fair Value Disclosure (Continued)
Off-balance sh eet in strum ents
Fair asset andor liability value of off-balance sheet financial instruments as described in Note 1 6 may be estimated by applying fees currently charged for comparable commitments Based upon the qual ity of these commitments and their demand in the financial market it has been assumed that there is no material difference in the estimated fair value
Note 1 9 - TARP Capital Purchase Program
On April 24 2009 the Company entered into a Letter Agreement with the United States Department of Treasury (the Treasury) pursuant to which the Company sold to the Treasury 6000 shares of the Companys Fixed Rate Cumulative Perpetual P referred Stock Series A for $60 million and a warrant to acquire $3 million of Fixed Rate Cumulative Perpetual P referred Stock Series B for a nominal exercise price Immediately upon consummation of the closing the Treasury exercised the warrant and acquired the Series B Preferred Stock The Preferred Stock Series A qualified as Tier 1 capital and paid cumulative dividends q uarterly at a rate of 5 per annum The P referred Stock Series B qualified as Tier 1 capital and paid cumulative dividends quarterly at a rate of 9 per annum The difference between the initial carrying value that was allocated to the Series B Preferred Stock and its redemption value of $3 million will be charged to retained earnings (with a corresponding increase in the carrying value of the Series B Preferred Stock) over the first five years of the contract as an adjustment to the dividend yield using the level yield method During 201 1 the Company elected to suspend dividend payments For the year ended December 31 2012 total dividends of $3462 had been declared but not paid On February 22 201 3 1 3548387 of common shares were issued to the US Treasury in exchange for the $60 million and $3 million of Fixed Rate Cumulative Preferred Stock Series A and Series B respectively The Treasury subsequently sold those shares to institutional investors at $465 per share In addition the Company paid $6 million of dividends to the Treasury which included 1 00 of past due dividends and dividends due through February 22 2013
Note 20 - Regulatory Matters
The Companys primary source of cash is dividends received from its subsidiary bank The subsidiary bank is subject to certain restrictions on the amount of dividends that it may declare without prior regulatory approva L In addition the dividends declared cannot be in excess of the amount which would cause the subsidiary bank to fall below the minimum required for capital adequacy purposes
Banks and bank holding companies are subject to regulatory capital requirements administered by federal banking agencies Capital adequacy guidelines and additionally for banks prompt corrective action regulations involve quantitative measures of assets liabilities and certain off-balance-sheet items calculated under reg ulatory accounting practices Capital amounts and classifications are also subject to qualitative judgments by regulators Failure to meet capital requirements can initiate regulatory action Management believes as of December 3 1 2014 the Company and Bank meet al l capital adequacy requirements to which they are subject
Prompt corrective action regulations provide five classifications well capitalized adequately capitalized undercapitalized significantly u ndercapitalized and critically undercapitaized although these terms are not used to represent overall financial condition If adequately capitalized regu latory approval is required to accept brokered deposits If undercapitalized capital distributions are limited as is asset growth and expansion and capital restoration p lans are required At year-end 201 4 and 2013 the most recent reg ulatory notifications categorized the Bank as well capitalized under the regulatory framework for prompt corrective action There are no conditions or events since that notification that management believes have changed the institutions category
44
STAN DARD BANCSHARES I NC AND SUBSI DIARI ES
NOTES TO CONSOLIDATED FI NANCIAL STATEMENTS (in thousands except share data)
Note 20 - Regulatory Matters (Continued)
The Banks actual and required capital amounts and ratios are as follows
To Be Well Capitalized U nder
For Capital Prompt Corrective Actual Adeguac[ Puqoses Action Provisions
Amount Ratio Amount Ratio Amount Ratio As of December 31 2014 Total Capital
(to risk-based assets) Company $271 785 143 $ 152226 80 NA NA Bank 269993 1 42 1 52229 80 $1 90286 1 00
Tier I Capital (to risk-based assets) Company 247887 1 30 76 1 1 3 40 NA NA Bank 246093 129 761 14 40 1 14 171 60
Tier I Capital (to average assets) Company 247887 1 08 92 1 26 240 NA NA Bank 246 093 1 07 92 1 09 240 1 1 5 1 36 2 5 0
As of December 31 2013 Total Capital
(to risk-based assets) Company $246213 1 38 $142344 280 NA NA Bank 244607 1 38 1 42 170 280 $ 1 77713 2100
Tier I Capital (to risk-based assets) Company 223444 126 71 1 72 240 NA NIA Bank 221 838 1 25 71 085 240 1 06628 2 60
Tier I Capital (to average assets) Company 223444 1 03 86430 240 NIA NA Bank 221 838 1 03 86450 240 1 08 063 2 50
45
STANDARD BANCSHARES INC AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (in thousands except share data)
Note 21 - Capital Management
The overall objectives of the Companys capital management are to have the availability of sufficient capital to support loan deposit and other asset and liability g rowth and to maintain capital to absorb unforeseen losses or write-downs that are inherent in the business risk associated within the banking industry The Company seeks to balance the need for higher capital levels to address growth and unforeseen risks and the goal to achieve an adequate return on capital invested
In July 201 3 the federal banking agencies issued a final rule revising the regulatory capital rules applicable to most national banks and federal savings associations as well as their holding companies generally beginning on January 1 201 5 The rule implements the Basel Committees December 201 O framework known as Basel I l l for strengthening the international capital standards as wel l as certain p rovisions of the Dodd-Frank Act The final ru le implements a revised definition of regu latory capita l a new common equity Tier 1 minimum capital requirement of 450 and a higher minimum Tier 1 capital requirement of 600 (which is an increase from 400) Under the final rule the total capital ratio remains at 800 and the minimum leverage ratio is 400
Additionally under the final rule in order to avoid l imitations on capital distributions including dividend payments and certain discretionary bonus payments to executive officers a banking organization must hold a 25 capital conservation buffer composed of common equity Tier 1 capital above its minimum risk-based capital requirements The b uffer is measured relative to risk-weighted assets The final rule also enhances risk sensitivity and addresses weaknesses identified by the regulators over recent years with the measure of risk-weighted assets
The new minimum capital requirements will b e effective for the Company on January 1 201 5 whereas the capital conservation buffer and the deductions from common equity Tier 1 capital phase in over time beginning on January 1 201 6
Capital Raise
On February 22 201 3 Standard Bancshares Inc completed its recapitalization by issuing 29864795 shares of common stock at $465 per share for gross proceeds of $ 1 389 million 1 3 548387 of the common shares were issued to the US Treasury (the Treasury) in exchange for the $63 million of Fixed Rate Cumulative Preferred Shares Series A and B The Treasury subsequently sold those shares to I nstitutional Investors at $465 per share An additional 16 316408 of common shares were issued to Institutional Investors and private investors Of the aggregate 29864795 common shares issued 1 9430750 are voting shares and 1 0434045 are mm-voting shares
In conjunction with the recapitalization the Articles of Incorporation of the Company were amended to authorize 20000000 shares of preferred stock at $001 par value No preferred stock has been issued as of December 31 2014
Sto ck Settled Rights (SSRs)
On February 22 201 3 in connection with the recapitalization of the Company the Board of Directors distributed as a dividend in kind 7293407 Stock Settled Rights (SSRs) to the holders of the Common Stock as of the Record Date (November 5 2012) The number of SSRs issued is equal to the product of (i) 03888 and (ii) 18757921 the number Common Shares outstanding as of the Record Date The estimated fair value of the SSRs completed by an independent third party as of September 30 2014 and February 22 201 3 was determined to be approximately $026 per SSR or $1 880 and approximately $021 per SSR or $1 532 respectively Expense recorded related to the SSRs was $1 880 in 2014 No expense was recorded in 201 3
46
STANDARD BANCSHARES INC AND SUBSI DIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (in thousands except share data)
Note 21 - Capital Management (Continued)
Stock Settled Rights (SSRs) (Continued)
The SSRs are structured as common stock dividends to be paid to certain common shareholders of the Company under specific conditions The amount of common stock to be distributed is determined by a formula that considers among other things the value of the outstanding common stock at the Settlement Date Settlement Date is defined as the earlier of (i) the date a liquidity event (an I POrecapitalization or a sale of control) occurs during the term of the SSRs and (ii) the SSR Expiration Date (February 22 201 8) The SSRs will be exercised based on the value of the common shares at that time subject to the Settlement Rate formula
The Accretion Rate is a component of the Settlement Rate It is either an middotannual rate of 80 or 120 with the value determined by the cum ulative economic losses that occur in the loan portfolio from June 30 201 1 to the time the SSRs are settled
On the Settlement Date the Company shall determine the number of shares of Common Stock issuable upon the settlement of an SSR The Settlement Rate shall be calculated based on a formula that considers among other factors the value per share of the common stock on a fully diluted basis reduced by the accretion rate with that number divided by the value per share of common stock on a fully diluted basis
If the Settlement Rate is greater than zero the Company shall issue and deliver to each of the SSR Holders a number of shares of Common Stock equal to the product of (i) the Settlement Rate multiplied by (ii) the number of SSRs held by such H older as reflected in the SSR register as of the close of business on the last Business Day prior to such Settlement Date
In connection with the occurrence of a Liquidity Event on or prior to the Expiration Date the Board of Directors may at its option and in its sole discretion order the redemption and the Company may redeem the SSRs in whole or in part at the redemption price per SSR based on a formula that considers the price per share of Common Stock at which the Company is valued on a fully diluted basis in connection with such Liquidity Event as determined in good faith by the Independent Committee plus a l l cash dividends paid oil the common stock from the date of issuance of the SSRs less $465 accreting on a daily basis at the Accretion Rate
The Company hired an independent third party firm to value the SSRs The following variables were taken into consideration when deriving a value for the SS Rs
1 ) The probability of a liquidity event (sale of control or PO) during the term of the SS Rs 2) The Accretion Rate assigned to the Settlement Rate of the SSRs 3) The estimated value of the Companys common stock at the earlier of a) a liquidity event or b)
the SSR Expiration Date (February 22 201 8) 4) The type of liquidity event that might occur 5) Future value parameters including a) tangible common book value b) earnings and c) market
conditions
The valuation of the common shares at the Settlement Date will depend on the Companys financial condition and the market pricing of financial institution stock both on a stand-alone basis and on a sale of control basis at that time
47
STANDARD BANCSHARES I NC AND SUBSIDIARI ES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (in thousands except share data)
Note 22 - Condensed Financial Statements
The Company was incorporated in I l linois on February 23 1 982 The Company accounts for its investment in subsidiaries under the equity method Under this method the investment is recorded at cost adjusted for the subsidiaries undistributed net income (loss) Presented below are the condensed financial statements of Standard Bancshares I nc (Parent Company Only)
Assets Cash Investment in subsidiaries Other assets
Total assets
CONDENSED BALANCE SH EETS DECEMBER 31 2014 AND 2013
Liabilities and shareholders equity Other liabilities Total stockholders equity
Total liabilities amp stockholders equity
2014 $ 4 163
264242 328
$268733
$ 2685 266048
$268733
CON DENSED STATEMENTS O F I N COME YEARS ENDED D ECEMBER 31 201 4 201 3 AND 201 2
2014 I ncome
Other income $
Expenses 2909 Loss before income taxes and equity in undistributed
earnings of subsidiaries (2909) Income tax benefit 88
Loss before equity in undistributed earnings of subsidiaries (2821)
Equity in undistributed earnings (loss) of subsidiaries 1 7 1 1 5
Net income (loss) 1 4294 Preferred dividends and discount accretion on preferred shares
Net income (loss) applicable to common shareholders $1 4294
48
201 3 $ 2 1 95
248 090 1 944
$252229
$ 322 251 907
$252229
201 3 201 2
$ $ 1
1 747 8539
(1 747) (8538) 291 1 0 1 7
(1 456) (7521) 9 629 (23241) 8 173 (30762) 1 1 24 4090
$ 7049 $(34852)
STAN DARD BANCSHARES INC AND SUBSIDIARIES
NOTES TO CONSOLIDATED FI NANCIAL STATEMENTS (in thousands except share data)
Note 22 - Condensed Financial Statements (Continued)
CONDENSE D STATEMENTS OF CASH FLOWS YEARS ENDED DECEMBER 31 2014 201 3 AND 201 2
Cash flows from operating activities Net income (loss)
Adjustments Equity in undistributed net (income) loss of subsidiaries Amortization Stock based compensation expense ( Increase) decrease in other assets Increase (decrease) in other liabilities
Net cash provided by (used in) operating activities Cash flows from financing activities
Issuance of common stock net of issuance costs Capital contribution to Standard Bank Repayment of note payable Cash Dividends
N et cash provided by financing activities
Net increase (decrease) in cash
Cash - beginning of year
Cash - end of year middot
Supplemental schedule of non-cash financing activities Change in par value on common stock Exchange of preferred stock to common stock
49
2014
$ 1 4294
( 17 1 1 5) 28
782 1 616 2363 1 968
1 968
2 1 95
$ 4 163
$ $
201 3
$ 8 1 73
(9629) 29
441 1 872
(4273) (3387)
68598 (41 500) ( 16 1 00)
(6026) 4972
1 585
6 1 0
$ 2 1 95
$ 4277 $63000
201 2
$(30762)
23241 6 1 67
( 1908) 2 043
( 1 2 1 9)
( 1 2 1 9)
1 829
$ 6 1 0
$ $
FORM FR Y-6
STANDARD BANCSHARES INC
Hickory Hills Illinois Year Ending Dccember31 2014
REPORT ITEM
1 The BHC Is not registered with the SEC Coples of the Annual Report Nil be sent undersepirate cover when completed
2a Organization Chart fo Standard BallCShares Inc
I THE BOULEVARD INC
SL John Indiana 100
JnCQrporated in Indiana
2b Branch Verification
STANDARD BANCSHARES INC Hickory Hills Illinois Jncorporateltl In Illinois
STANDARD BANKAND TRUST COMPANY Hickory Hills llllnois
Incorporated In lllnols 100
I STANDARD REDEVELOPMENT INC
Hickory Hills Illinois 100
Incorporated in Illinois
(Not subject to Y-10 reporting ) Code 91 CE - Liquidation Of debts previously contracted
The branch and lax-kl flStings were emailed to branch revieW on 223115
3 (1) As ofyear-end
Name and Address
Trident SBI Holdings lP Greeffilidl CT
Robert E Gallagher Sr Trust John D Gallagher Trustee Palos Heights IL
The Gallagher Standard Bancshares TR Timolhy J GaJagheuror Trustee Hickory Hitls IL
Pantheon Standard LP San Francisco CA
CohesVe Capital Parners LP New York NY W Capital Partners II LP NewYork NY
Couritrlt of Citizenship or lncorooratlon Number and Percentage Of Voting Serurtties
USA 5662194- 1483
USA 5516086 - 1444
USA 4382666 - 1 t47
USA 3762128-985
USA 2 150537 - S63
USA 2 150537 - 563
Note llle shares in the Robert E Gallagher Sr Tr are voted on by John D Gallagher Director of Standard Bank Tue shares Jn the Gallager Standard Bancshares Tr are voted on by Timolhy J Gallagher Director of Standard Bank
3 (2) OtherSharehofors oat listed in Section 3 (1) above that held more than 5 during the year
None
Resuhs A Ilse of branches forvour holdln1 company STANDARD 8ANCSHARES INC (1245590) or HICKORY HILLS IL
The d1ta are n of 12312014 Data re II Kb information tlat wu received aod processed throuah 01072015
Rconcill1Uon and Vc1Uon St I DI 1 In the DIH Action column of each br111Ch row enter one or mort of the actioru specified below
2 If required enter the date In the Ettcttve Olte column
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Chi nee If the bndl Information Is Incorrect Of Incomplete revt the data enter Chance In the Dita Action column ind the d11te when this infOfmation first became v1lid In the Effective Ote column
am If a bnch listed was sold or clowd enterOose In tht Dita Action column and the s1e or dosured11te In the EtfectW Olte colurm
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Add If a rt portable brtinch Is mlsslna lnStrt a row add the branch data ald entu Add In the Olt1 Action column and the opening or acquisition date In the Effecttve Date column
If prntln1 this list you m1y need to adjust your page Utup In MS E11ce1 Try using landscape orientation page sollria andor legal sized paper
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Note To satisfy the FR Y-10 reportln1 requirements YoU must tiho submit FR Y-10 Domestic Branth Schedules for each branch with a Data Actlon of Olan1e Close Delete or Add
Thbull FR Y-10 report may be submitted 1n a hardcopy format or 11ia the FR Ymiddot10 OnH11e application middot httpsylOonllnefederalrerve1ov
bull FDtC UNINUM Office Number and ID_RSSO co1unvu ara for reference only Verification of these values is not required
- - 8nch Suvlce Type Branch 10 RSSO ia- terNeme Street Address City
ok FuUServltefHud Officel 19730 STAN OARD BANK ANO TRUST COMPANY 7800 WEST 9STH STREET HICKORY HILLS
ok Full Service 3202168 BOLINGBROOK BRANCH 282 NORTH WEBER ROAD BOLINGBROOK
ok Limited Strvce 4126065 CALUMET CITY 1968 SIBLEY BOULEVARD CALUMET CITY
FullSetvke 3309928 CLARK STREET 8RANOi 3747 NORnt CLARK STREET atlCAGO
ok FullServiett 474339 EWING BRANOf 10635 SOUTH EWING AVENUE CHICAGO
ok Full Servtce 2079925 HEGWISCH BRANCH 13336 SOUTH BALTIMORE AVENUE CHICAGO
ok limited Se-rvke 20817)5 SOUnt DERRING FACILITY 10535 SOVTH TORRENCE AVENUE CHICAGO
Full Service 4099271 THOREK BRANOi 836 WEST IRVING PARK ROAD OUCAGO
ok Full Service 2121280 COAL CITY BRANot 20 SOUTH KANKAKEE COAlCITY
full Service 2809038 EVERGREEN PARK BRANCH 2400 WEST 95TH STREET EVUtGREEN PARK
ok Full Service 3188909 FRANKFORT BRANCH 19997 LA GRANGE ROAD FRANKFORT
Full5etvice 810436 CiARONERBRANCJ1 118 DEPOT STREET GARDNER
ok FultSrvlct 3188897 JOLIET ampRANCJ1 2398 ESSINGTON ROAO JOLIET
Full Service 3439553 LOClCPORT BRANCH 16545 WEST 159TH STREET LOCKPORT
ok Full Service 290931 LYONSlST AVENUE BRANCH 8601 OGDEN AVENUE LYONS
ok Full Service 3671504 MINOOKA BRANCH 515 WESTUS ROUTE 6 MINOOKA
ok LlmltcServfce 2111338 MOAAIS LISBON BRANCH 1433 USBON STREET MORRIS
ok Full Servkt 2809010 MORRIS ROUTE 6 BRANCH 1111 WEST US ROUTpound 6 MORRIS
Ful1 Servlct 2809047 NAPERVILLE BRANCH 1607 NORTH AURORA ROAD NAPERVILLE
ok full 5ervfce 2809056 NEW LENOX BRANCH 456 NELSON ROAD NEW LENOX
Full sMce 2103129 OAK FOREST BRANOf 15901 SOUTH CENTRAL AVENUE OAX FOREST
ok Full SeMct 3490255 OAK LAWN lllTH BRANOf 4700 WEST 111TH STREET OAK LAWN
ok Full Sfrvlce 2096717 OAK LAWN 95TH BRANCH 4001 WEST 95TH STREET OAK LAWN
ok Full Service 2295538 ORLAND PARK BRANCH lSCXJO SOUTH WOLF ROAD ORLAND PARt
State VpCode
IL 60457
IL 60440
IL 60409
IL E06H
IL 00617
IL 0063
IL 00617
IL 60613
IL 60416
IL 60805
IL 6042
IL 60424
IL 60435
IL 60441
IL 60534
I L 60447
IL 60450
IL 60450
IL 60563
IL 60451
IL 60452
IL 60453
IL 60453
IL 60467
County CawN FDICUNINUM Offb Numberbull Haad otfice Head Office 10 RSSD Comments
COOK UNITEO STATES 10748 0 STANOARO BANK ANO TRUST COMPANY 19730
Will UN ITED STATES 419532 34 STANDARD BANK ANO TRUST COMPANY 19730
COOK UNITED STATES 510611 44 STANDARD BANK AND TRUST COMPANY 19730
COOK UNITpound0 STATES 429662 35 STANDARD BANK ANO TRUST COMPANY 19730
COOK UNITED STATES 12089 18 STANDARD BANK AND TRUST COMPANY 73ltgt
COOK UNITED STATES 244100 20 STANDARD BANK ANO TRUST COMPANY 19730
COOK UNITED STATES 244099 19 STANDARD BANK ANO TRUST COMPANY 19730
COOK UNITED STATpoundS 510612 4S STANDARD BANKANDTRUSTCOMPANV 1973ltgt
GRUNDY UNITED STATES 263852 17 STANDARD SANK AND TRUST COMPANY 730
COOK UNITED STATES 13875 4 STAN OARD BANK AND TRUST COMPANY 19730
Will UNITED STATES 357237 15 STAN OARD BANK AND TRUST COMPANY 19730
GRUNDY UNITED STATES 7234 1 STAN DARO BANK ANO TRUST COMPANY 19730
Will UNITED STATES 238ASA 13 STANDARD BANK ANO TRUST COMPANY 19730
Will UNlTEO STATES 450324 38 STAN OARD BANK AND TRUST COMPANY 19730
COOK UNITED STATES 10912 22 STANDARD BANK ANO TRUST COMPANY 19730
GRUNDY UNITED STATES 465426 42 STANDARD BANK AND TRUST COMPANY 1973ltgt
GRUNDY UNITED STATES 266774 16 STANDARD BANK ANO TRUST COMPANY 1730
GRUNDY UNITED STATES 2243S6 10 STANDARD BANK AND TRUST COMPANY 19730
OU PAGE UNITED STATES 238451 6 STANDARD BANK ANO TRUST COMPANY 19730
Will UNITED STATpoundS 238452 11 STAN OARD BANK ANO TRUST COMPANY 19730
COOK UNTED STATES 244101 21 STANDARD BANK AND TRUST COMPANY 19730
COOK UNITED STATES 441863 36 STANDARD BANK AND TRUST COMPANY 19730
COOK UNITED STATES 238447 1 STANDARD BANK AND TRUST COMPANY 19730
COOK UNITED STATES 238450 5 STANDARD BANt AND TRUST COMPANY 19730
ok Fullrvke 2100379 PALOS 11HH BfANOl 11901 SOUTHWEST HIGHWAY PALOSPARIC ll 00464 COOK UNITED STATES 238448 2 STAN DARO BANK AND TRUST COMPANY 19730
ok rulSltVice 2427544 PALOS lllST BRANCH 9700WEST lllST STREET PALOS PARK ll 00464 COOK UNlTEOSTATES 238449 3 STAN DARO BANK AND TRUST COMPANY 19730
ot llmtedSrvke 3490273 NORTH RIVERSIDE BRANCH BJSOWEST CERMAK ROAD RlvtRSlDE ll COOK UNITED STATES 441864 37 STANDARD BANK AND TRUST COMPANY 19730
ot FuLServke 3202171 SHOREWOOD BRANOl 970 BROOK FOREST AVENUE SHOREWOOD It - t UNITED STATES 419531 33 STANDARD BANICANDTRUSTCOMPANY 19730
ok FulSrvlee 3188918 VILLA PARK BfWIOi 1 WESrRoostVrlTROAD VlltAPARIC It 50181 OUPAGE UNITED STATES 238455 14 STANDARDBANKANDTRUSTCOMPANY 19730
ok FulSrvke WllMINGTON BRANCH lOOSSOUTH WATER STREET WILMINGTON It 004 lt UNITED STATES 238453 12 STANDARD BANK AND TRUST COMPANY 19730
ok Fulfrvk 3197031 CHESTERTON BRANCH middot 755 JNDIAN BOUNDARY ROAD OIESTERTON IN PORTER UNITEDSTAlES 275664 32 STANDARD BANK AND TRUST COMPANY 19730
ok ruUrvic 2161D17 EASTCHCAGO BRANCH 4518 lNOANAPOUS BOULEVARD EAST CHICAGO IN 46312 lAKE UNITEDSTAlES 29 STANDARDSANKANDTRUSTCOMPANY 19730
ok Fulrvk 4913n HAMMOND BRANCH 1007 CALUMET AVENUE HAMMOND IN 46324 AKE UNITEDSTAlES 42227 30 STANDARD BANK AND TRUST COMPANY 19730
Fulrvlc 2161D3S HIGHtAND BRANCH 2930 RIDGE ROAD HIGHLAND IN 46322 UNITEOSTAlES 275659 27 STANDARD BANK AND lRUST COMP AN I 19730
ot Futtsrvke 2161044 LOWHl BRANCH 2090 EAST COMMERICALAVENUE LOWELL IN 463Sfgt21r AKE ONITEDSTAlES 275661 28 STANDARD BANK ANDTRUSTCOMPANI 19730
ok Full Srvlce 3439562 MERRlllVlllE BRANCH 579WESTUNCOlN HIGHWAY MERRlllVlllE IN 46410 AKE ONlEO STATES 450325 39 STANDARD BANK AND TRUST COMPANI 19730
ok Full Srvice 453712 SAINT JOHN BRANCH 9321 WICKER AVENUE SAINT JOHN IN 46373middot00 AKE ONtlEDSTATES 42414 26 STANDARD BANK AND rnusr COMPANY 19730
middot
Report ttem 4 Directors and Office (1) Name amp Address
J-Ohn R Barber New York NY
Christopher Doody Ne-vYork NY
1pound1 Pnncipal Occupation [rtmiddotrmiddotwittl BHC
Mariaging Partner eohesiVe ea pita I
Princlpal Storm Point Capital
(3) (bull) TrtiePosition with BHC Diredor
Director
FORM FR Y-9
STANDARD BANCSHARES INC Fiscal YearEnding Decttmber3112014
(3) lb) ltlePosition wffi1 Subsidiaries
NIA
NIA
(3) (c TrtlePosltlon wttn otherbuslne$es
Managtng Partner Cohesive Capital
Principal Stone Point Ciipitit
bull Stone Point ls the manager of the TriOOnt funds which are investment entities that own 25 or morn of the outstanding voting seairities orinlerests in various companles Mr Doody ls an ernployee and officer of Stone Point and is oo deemed to contror S1oria Point or the Trldent Funds He is not a principal securities holder of Stone Point or the Trident Funds The invstmenl committees of the Trident Funds are responsible for voting the shares or such companies and Mr Doody is not a member of the investment committees of the Trident Fonds A sctiedule of such companies in which U1e Trident funds hnve invested is available upon request
John o Gallagher Ortand Park IL
Managing Genera[ Partner OfdlarU Hill Bldg Co
Director Dior-standarU Bank
Managin9 GenerBi Partner Orchard HlllmiddotB1dg Co President Ordiard Hm Building Co Inc
Managing Member Qnhard Hill Construction LLC
Managing Membelt Austin Construction Co bull LLC
Presdenl Bougton Development Co
President ennStructildeg Co lnc
Prestdenl middot Farmingdare Development eomiddot
middotana9in middotRa -middot middot fariTijngdre _Mittwo middot
Pldciit_ _ Fam1r9dale Utilify Co_
Managing Partner Frtz91erald Lad lnvestment Ptshp
(4) a) 1w of Voting Shares in BHC
563
middot1483
14450
(4)(o) (4) (b) Names of othfr companitts 4 of Voting (if 25 ormorl voting Shares in Subs securities a held
NIA
NIA
NIA
NIA
NIA
NIA
NIA
NIA
NIA
NIA
Dryden Cons1rudioo Co Inc 100
NIA
NIA
NIA
Frtzgerald Land Investment Plshp 25
(1) Name amp Mdlt=
John D Gallagher CJriand Pru IL
(2) Principal rbull _ BHC1
(3) (b) TdfePosition wiU1 SubsXfiarics
(J)(c TrtiePttSition wTUi other buslncssts
Trustee-Vote 100 Galla171ormiddot Henr)Tnisl
- Gallagher amp Henry Inc
Prumlaquo GaDaQhef Parloecs LP GB4 Jnc
Managing Partner Gl6mwod DevelopmElnt Co
Managmjl farlnelt Heruy Co Managmo Hermann Umd Investment Ptshp
Managing- Kolarlrugtd I lgthp Preltldeot Kokast -kimes Inc
PreSdenl Coo$trixtioo middotmiddot nc
- -MiAdams 400 Investment Ptshp
Msoagir(Q Partner Meifefl1 id lnpoundiiini _Pthp Managing Partner sr middotGod 1nVeslmoo Pbhp Managiog Partnef
-LampftPtshp TruSt6e
ThOGalfaghmiddotorSliujiini middot Trust
(4) (bull) of Voting Shares in BHC
(4) (b) of Voting Shares In SUbs
Names of other companies frf 25 degmom voting securiDes arn heJd NIA
NIA
NIA
NIA
NIA
NIA
NIA
Hennarm Lnnd Investment Ptshp 25
K6irland lovStrnerrlPiStip 25 NIA
NIA
NIA
Laod lNeStrnloi PlShp 25
df1li3 lfjJrlvtrpnt PWiP 25
Land l hp 25
e(Lao1fl PtShp 25_-xmiddotmiddot middot
standard tWesTrust 25 middot
(1) Name amp Address
Tnnothy J GsJlaghet Burr Ridge IL
(2) Principal Occupation [d other than with BHC)
(J) (a) TrltePosifion wtth BHC
(3)(b) TdiePosffion wittl Subskfcuies
OlaHrnan of the Board
(J) (c) TitlePosition with other businees
PreOOeot Brittany Glen Homeownoc l=gtc Suffield Woods Homeowner Assoc FanntngdaJe Viage Com Assoc fumlogdale Vdlage Com Assoc 2 Misty Meadoyenr Homeowner Assoc 1ltings1on Hills liomeOMler Assoc Gallagheramp Henrys Condos Goodiogs Grove Assoc Ganaghcr amp Heruys Goocfings Grove Umbretia Assoc Farmingdale Vil Cooos of Woodridge Homeowner Assoc Radc5ffe rtMe TOvlfflhomes Assoc
BNC OWnefs Assodatioo
Boughton Woodward Commenial Center LLC su-lgle MembeltUC- GB4 i5 member
Union Poirrte Investors Uc Sing1e MemberlLC- Union PcWe Oevclopmeot Co b member
Uoion POOte Buadlog Venture 1lLC Union 00rt lnvestorn LlC ts member Union Pofrrte Buikfing Venlilre 112 LLC Unton Point nveslor lLC is member
Union Pointe Boikfing Venture 3 LLC Union Poinl lnveslors UC is member
standgtnJ Bank -ALm1 Construction Co LlC
Pminlaquo Frtzyerald Lnnd Investment Pbttp
(lt)(bull) ofVotlng Shares in BHC
11520
(4) (b) ofVotiog Shares in Subs
NIA
Names of other companies (If 25 or l1XgtflJ voting securities aro held
NIA NIA NIA NIA NIA NIA NIA WA NIA NIA NIA
WA
NIA
WA
WA
NIA
NIA
WA
NIA
NIA
NIA
WA
WA
(1) =
Timothy J GJJbghctshyBorr Ridge IL
(2) Principal (if oUJef than wtth BHC)
3 (a) TitlePosition wilh BHC (3) 1c) Trtielosilion with other businesses ampcretuy amp Henry Inc
_ GieoMXgtd Developmeot Co
Partner Hermann Land Investment Pt5hp KOOr land Investment Ptstip
Secret3y Kolcast Homes loo
__ Koamp Construction Co Inc
Secrebgty Ordnrd Hin Buikfing Co Inc
Pa1nelt srrvb land 1ovestrnent Pshp -Smotelt Land Investment Ptshp Trustee- Vote 100 The Gollagher stmdafd
Trust
-- uruoo Pointe Development Co
lt4)(a) ofVotiog Shares in BHC
(4) (b) of Voting Shares In Sobs
tfamos of othcreomnk (lf25 ormoro vo6ng sccuritios arc held
NIA
NIA
NIA
Hennano Land Investment Ptshp 25
Kolar land Investment Pshp 25
NIA
NIA
NIA
Maas Land Investment Ptshp 25
McAdams Iand lnv=tmeni Plshp 25
Medema land lnvestme111 Ptshp 25
NIA
NIA
NIA
Slivka land Investment Plshp 25
SmoterUmd I Ptshp 25
Unkio Pointe Devdopmcot Co 25
(11 (21 Pl (a) 3 (b) 3) c) 4 (a) (4)b) Names of othelt com pan Name amp Adqross princi Occupation TJdcPositiorl TJHePositiorl TrticPosIDon of Voting of Voting [If 25 or mon voting
(if other than with Bl tc) wtth SHC with Subsidiaries with other businesses Shares In BHC Shares in Subs securities are heJd
Timothy J GaUagilet Slaquoretmy GB4 Inc SurRXgeIL GB4 lnc 251
Uoioo Polnte Bonding Venture 3 UC NIA Uoiont PoCnt lnves1ocs LLC is member
Lawraooe P Kelley NIA DirododVJCO Chaifman Oamp-edooVlce Chairman NIA 023lt))1 NIA NIA Pltullt IL PreraquoleoUCEO -0-0
standam Bank
Atampief Ko-arldt NIA DirodOlt Dirodoc NIA 0140 NIA NIA 1-fmsdak ll -
Howrd K Priess JI - deg Dirodoc Solo Pradiltgtoelt 0140 NIA NIA NapeMe IL Standard Bank
Owner White Oak Construction LlC Wh4te Oak Construction LLC 100
Robert A RoslKWt NIA Lead ndepcodeot Director oltedoc NIA D140( NIA NIA QOCago u standanl Bank
Charles E Shomo rv NIA deg Ciredor NIA 013lfI( NIA NIA Bur Ridgo IL standam Bank
Patrick J Hunt NIA _ Executive VPCFO NIA 008 NIA NIA Palos Heights IL EVPCfO standanl Bank
deg Scoltzu NIA Asst VPJAssl Asst VPAsst Secy NIA 00CXgt1 NIA NIA
Everyreen Park IL Sea-- SiandagtO Bank
STANDARD BANCSHARES INC AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (in thousands except share data)
Note 4 - Loans (Continued)
Troub led Debt Restructurings (TOR) (Continued)
The following table presents loans by c lass modified as troubled debt restructurings that occurred during the years ended December 31 2014 and 2013
Pre- Post-modification modification
Number outstanding outstanding 2014 of loans recorded recorded
investment investment Construction 1 $ 706 $ 813 Commercial real estate owner occupied 2 483 564 Residential real estate 3 1206 1 206 Consumer 5 563 563
Total 11 $2958 $3146
2013 Commercial real estate non-owner occupied 3 $14371 $ 8 670 Commercial real estate owner occupied 3 3505 3581 Commercial 2 1758 1804 Residential real estate 1 403 403
Total 9 $20037 $1 4458
The troubled debt restructurings modified in 2014 and 2013 described above increased the allowance for credft losses by $784 and $317 and did not result in any post-modification charge offs during the years ended December 31 2014 and 2013 respectively
28
STAN DARD BANCSHARES I NC AND SUBSIDIARI ES
NOTES TO CONSOLI DATED FI NANCIAL STATEMENTS (in thousands except share data)
Note 4 - Loans (Continued)
Tro uble d Debt R estructurings TOR ) (Continued)
The following table presents troubled debt restructurings by class and type of modification that occurred during the years ended December 31 2014 and 2013
AB Note Rate Restructure Reduction
2014 Construction $ $ -
Commercial real estate owner occupied 48
Residential Real Estate Consumer 218
Total $ $266
AIB Note Rate Restructure Reduction
2013 Commercial real estate non-
owner occupied $13901 $ 470 Commercial real estate
owner occupied 3073 Commercial 1758 Residential Real Estate 403
Total $13901 $5704
29
Rate Reduction
To Pay amp Advance Taxes of Funds
$ $ 706
435
$435 $ 706
Rate Reduction
To Pay amp Advance Taxes of Funds
$ $
432
$432 $
I nterest Only
Period
$
1206 345
$1551
I nterest Only
Period
$
$
Total
$706
483 1206
563 $2958
Total
$14371
3505 1758
403 $20037
STANDARD BANCSHARES I NC AND SUBSI DIARIES
NOTES TO CONSOLI DATED FINANCIAL STATEMENTS (in thousands except share data)
Note 4 - Loans (Continued)
Troubled Deb t Restru cturings (TOR) (Continued)
The following table presents loans by class modified as troubled debt restructurings for which there was a payment default within twelve months fol lowing the modification during the year ended December 3 1 2014 There were no payment defaults within twelve months following the modification during the year ended December 31 201 3
2014 Commercial
N umber of loans
1
Recorded Investment
$1 600
The troubled debt restructurings that subsequently defaulted in 2014 described above increased the allowance for credit losses by $233 during the year ended December 31 2014 In 2013 there were no troubled debt restructurings for which there was a payment default within twelve months following the modification The troubled debt restructurings resulted in $1600 of charge offs during the year ended December 31 201 4 The troubled debt restructurings did not result in any charge offs during the year ended 2013
Note 5 - Mortgage Servicing Rights
Following is a summary of the activity for mortgage servicing rights
Beginning balance Costs capitalized Accumulated amortization
Ending balance
2014 $ 2726
544 (835)
$ 2 435
2013 $ 2169
1 339 (782)
$ 2 726
2012 $ 1525
1434 (790)
$ 2 169
The aggregate fair value of mortgage servicing rights is based on fundamental analysis and the present value of expected future cash inflows In estimating fair value assumptions have been made regarding prepayment default and interest rates Mortgage servicing rights do not trade in an active market with readily observable prices The Company uses an independent third party to determine the fair value of mortgage servicing rights by estimating the fair value of the future cash flows associated with the mortgage loans being serviced Key economic assumptions used in measuring the fair value of mortgage servicing rights include but are not limited to prepayment speeds discount rates delinquencies and costs to service
A fair market estimate was completed by an independent third party in November 201 4 to determine the amount at which the asset could be exchanged in a current transaction between willing parties other than in a forced liquidation or sale Fair value was estimated based in part on the discounted future cash flows estimated to be received The evaluation used a discount rate for each pool of loan servicing rights which is intended to represent the estimated market yield and estimated cash flow for each pool of servicing rights by utilizing an assumed prepayment speed based on the characteristics of each pool No assurance can be given that the actual prepayments will conform to the prepayment speeds assumed The calculated fair value was compared to market values where possible to ascertain the reasonableness of the valuation in relation to the current market expectations
Mortgage servicing rights outstanding Estimated fair value as a percentage of loans serviced Principal value of loans serviced Estimated fair value of servicing rights outstanding
30
201 4 $ 2435
083 $394217 $ 3272
201 3 $ 2726
083 $382221 $ 3 1 72
STANDARD BANCSHARES INC AND SUBSIDIARIES
NOTES TO CONSOLI DATED FINANCIAL STATEMENTS (in thousands except share data)
Note 6 - Premises and Equipment
Major classifications of these assets are summarized as follows
Land Bank premises Furniture and equipment
Accumulated depreciation Premises and equipment - net
2014 $ 21 699
58 179 31 388
1 1 1 266 (50352)
$ 609 14
201 3 $ 2361 0
69 1 33 44467
1 3721 0 (71 428)
$ 65782
Depreciation expense amounted to $3479 $3668 and $3949 in 2014 201 3 and 2012 respectively_
The Company sold land buildings and vehicles for total proceeds of $1 824 $2 and $1 8 resulting in gross gains on sales of $49 1 $1 and $ 1 8 in the years ending December 3 1 2014 201 3 and 201 2 respectively
In December 2014 the Company signed a definitive agreement to enter into a sale-leaseback of land and buildings for two of its locations The Company designated $ 1 462 of premises as held for sale No write-down was taken at the time of transfer as the assets were anticipated to be sold at a gain In February 2015 the Company closed on a transaction a portion of the gain on sale was recognized in non-interest income The remaining gain was deferred and will be amortized into non-interest income over the lease term
Note 7 - Other Real Estate Owned
Activity in other real estate owned is summarized as followsmiddot
Beginning balance Acquired through or in lieu of foreclosure Proceeds from sales Gain (loss) on sales Write down on other real estate owned
Ending Balance
2014 $ 1 2 930
6 035 (2004)
426 ( 1 1 54)
$1 6233
2013 $1 6896
3 912 (51 35)
170 (2913)
$1 2930
201 2 $ 1 1 496
1 2 1 08 (4096)
(1 36) (2476)
$ 1 6 896
Operating expenses associated with other real estate owned net of write-downs on other real estate owned were $498 $1 96 and $976 in 2014 201 3 and 201 2 respectively
Note 8 - Intangibles
Core deposits Accumulated amortization Core deposits net
2014 2013
$ 8946 (7798)
$ 1 148
$ 8946 (7 1 05)
$ 1 841
Amortization expense amounted to $693 $789 and $885 in 2014 2013 and 20 12 respectively Core deposit intangibles are amortized over an estimated life of fifteen years
middot----- l n-201-2-the-Gompany-reGorded-a-ful l-write-down-of-$239g7-of-goodwill-as-it-was-determined-t0-be--shy
impaired_
3 1
STAN DARD BANCSHARES INC AND SUBSI DIARIES
NOTES TO CONSOLI DATED FI NANCIAL STATEMENTS (in thousands except share data)
Note 9 - Bank Owned Life Insurance
The Bank acquired life insurance policies through prior bank acquisitions and by direct purchase At December 3 1 2014 and 2013 the cash surrender value of these policies was $48470 and $47033 respectively No additional l ife insurance was purchased during 2014 or 2013
Note 10 - Deposits
Deposits at December 3 1 2014 and 2013 by major category are as follows
Demand deposits Non-interest-bearing Interest-bearing
Total demand deposits Savings deposits Time deposits Brokered deposits
Total deposits
2014
$ 612646 492 799
1 1 05445 374142 405857 1 08 1 28
$1 993 572
201 3
$ 536325 525 145
1 061 470 36341 8 427815
66 402
$1 91 9 1 05
The aggregate amount of deposits reclassified as loans (overdrafts) amounted to $2548 and $2781 at December 3 1 2014 and 201 3 respectively
Time deposits that met or exceed the FDIC insurance limit of $250 at year-end 201 4 and 2013 were $1 1 0 1 77 and $92681 respectively
At December 3 1 2014 scheduled maturities of certificates of deposit including brokered deposits are as follows
201 5 2016 2017 201 8 201 9 2020 and thereafter
$408455 65585 1 9838
9830 1 0277
$513 985
Deposits from related parties totaled $33614 and $32595 at December 31 2014 and 201 3 respectively
32
STANDARD BANCSHARES INC AND SU BSI DIARIES
NOTES TO CONSOLI DATED FINANCIAL STATEMENTS (in thousands except share data)
Note 1 1 - Advances from Federal Home Loan Bank
There were no outstanding advances with the Federal Home Loan Bank at December 3 1 201 3 The indebtedness to the Federal Home Loan Bank at December 3 1 2014 was $1 5000 consisting of the following fixed rate advances
Due Date
June 27 201 6 June 27 201 6
Total advances
I nterest Rate
057 057
2014
$1 3000 2 000
$1 5 000
Al l advances and letters of credit from the Federal Home Loan Bank (FHLB) were secured by a g eneral lien on qualifying commercial real estate residential mortgages and home equity loans of the Bank Each advance is payable at its maturity date with a prepayment penalty for fixed rate advances Letters of credit outstanding from the FHLB totaled $3872 and $41 946 at year-end 2014 and 201 3 respectively The advances and letters of credit were collateralized by $679990 of commercial real estate and mortgage loans in 2014 and $203845 of mortgage loans under a blanket lien arrangement at year-end 2013 Based on this collateral and the Companys holdings of FHLB stock the Company was eligible to borrow up to a total of $26951 3 at year-end 2014
Note 1 2 - Other I ncome
Other income consists of the following
Gain (loss) on sale of other real estate owned Gain on sale of premises and equipment Debit cardATM fees Trust feesBrokerage Fees Loan fees and commissions Cash management Bank Owned Life Insurance income Miscellaneous income
Total other income
33
2014
$ 426 491
28 1 8 2533
658 2641 1 437
921
lll 1 925
201 3 201 2
$ 1 70 $ ( 1 36) 1 1 8
2935 2829 2364 1 927
680 932 2286 2020 1 437 1 469 1 267 886
ll1 1 1 40 ll 9 945
STANDARD BANCSHARES INC AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (in thousands except share data)
Note 1 3 - Employee Benefit Plans
Profit Sharing
The Companys bank subsidiary maintains a defined contribution 401 (k) Plan Under terms of the Plan employees meeting age and service requirements may elect to have their compensation reduced and have that amount contributed to the Plan as a salary deferral contribution The Bank at its discretion may make a matching contribution to the Plan equal to a u niform percentage of the salary deferral contributions Apart from any matching contribution the Bank may also make a separate discretionary contribution to the Plan The final liability for matching contributions if any is determined after yearshyend requiring the Bank to estimate its discretionary contribution expense at year end Contribution expense recorded by the Bank amounted to approximately $ 1 1 79 $1 254 and $ 1 685 for 2014 201 3 and 201 2 respectively
Non-Qualified Plan
The Bank maintains a non-qualified deferred compensation plan for a select group of management and employees as determined by the Board of Directors Annual awards if any are based o n preshyestablished performance criteria which are communicated to eligible employees Benefits under the Plan vest after a five year period The liability under the Plan was $403 and $503 as of December 3 1 2014 and 201 3 respectively There was n o expense recorded in 2014 2013 o r 2012
Non qualified Sto ck Option Plan
Pursuant to the Capital Raise Investment Agreements on February 1 2 20 1 3 the Board of Directors of the Company adopted the Standard Bancshares Inc Stock Option Incentive Plan to be effective immediately after the Closing of the capital raise (please refer to Note 21 ) Pursuant to the Stock Option Incentive Plan the Compensation Committee of the Board of Directors of the Company is authorized to grant Incentive Stock Option awards Nonqualified Stock Option awards or a combination thereof to certain officers directors consultants or employees of the Company or any of its Subsidiaries or Affiliates aggregating up to 5402524 shares of the Companys common stock
The option price per share of stock purchasable under a stock option shall not be less than 1 00 of the fair market value of the common stock on the day of the grant Stock option vesting is based o n two components 1 ) a time vested option that vests over four years one fourth on each of the first four anniversaries from the option grant date and 2) a performance vested option that vests if there is an exit event resulting in the investor actually realizing an internal rate of return (RR) greater than or equal to 1 2 based on their original investment of $465 per share on February 22 201 3 Vesting is subject to acceleration in certain circumstances The options will expire if not exercised within 1 0 years of the
middot
date of grant and under certain other (employment) circumstances
The fair value of options granted was estimated on the date of grant using the Black Scholes optionsshypricing model using the assumptions noted in the table and commentary below The risk free rate of return is based on the constant maturity yield of a US Treasury note with a fixed rate term of 1 0 years at date of grant The volatility rate is derived from historical index values of publicly-traded commercial banks with assets between $1 and $5 billion Index values of comparably sized companies were used as a proxy because the Companys common stock is not exchange-listed and there is not an active trading market for the common stock The dividend yield assumption is based o n the Companys expected dividend payouts
34
STANDARD BANCSHARES INC AND SUBSIDIARI ES
NOTES TO CONSOLIDATED FI NANCIAL STATEMENTS (in thousands except share data)
Note 1 3 - Employee Benefit Plans (Continued)
Risk free rate of return
2014 20 1 3
275 1 97 Time remaining until expiration of the options Volatility rate
1 O years 1 0 years 1 392 1 587
Dividend yield 000 000
A summary of the activity in the non-qualified stock option plan for 2014 follows Weighted Average
Weighted Remaining Average Contractual
Number of Exercise Term Time Vested Stock Options Shares Price (in years)
2014 Outstanding at beginning of year 1 46651 5 $ 465 915
Granted 1 1 701 95 515 916 Exercised
Expired
Forfeited (23545) 494 870
Outstanding at end of year 2613 165 $ 487 860
Exercisable at end of year 366629 $ 465 815
2013 Outstanding at beginning of year $ Granted 1 466515 465 9 15 Exercised
Expired
Forfeited
Outstanding at end of year 1 465515 $ 465 9 15
Exercisable a t end o f year $
Aggregate Intrinsic Value
$ 1 1 1 8
$ 238
$ 733
$
The weighted average fair value of time vested options granted during 201 4 and 201 3 was $1 21 and $1 3 2 per option respectively
35
STANDARD BANCSHARES INC AND SUBSIDIARI ES
NOTES TO CONSOLIDATED FI NANCIAL STATEMENTS (in thousands except share data)
Note 1 3 - Employee Benefit Plans (Continued)
Performance Vested Stock Options 2014 Outstanding at beginning of year
Granted
Exercised
Expired
Forfeited
Outstanding at end of year
Exercisable at end of year
2013 Outstanding at beginning of year
Granted
Exercised
Expired
Forfeited
Outstanding at end of year
Exercisable at end of year
1 466515
1 170195
(26909)
2609801
1 465515
1 465515
$ 465
515
490
$ 487
$
$ 465
$ 465
$
91 5
91 6
864
860
g_1 5
91 5
$ 1 1 1 8
$
$ 733
$
The weighted average fair value of performance vested options granted during 201 4 and 201 3 was $040 for each year
Time Ve ste d O ption s
The Company recognized $782 and $44 I of stock-based compensation expense related to the granting of time vested stock options for the years ended December 20 14 and 2013 respectively There were no time vested options granted in 2012
As of December 3 1 201 4 there was $2 1 30 of total unrecognized compensation cost related to nonshyvestediime vested options granted underthe Plan The unrecognized cost is expected to be recognized over a weighted-average period of 26 years
Performan ce Veste d O ption s
The value of the performance vested options is a function of 1 ) the likelihood of a n Exit Event and 2) the likelihood of that Exit Event achieving the 1 2 IRR threshold These weighted average probabilities are then m ultiplied by the full value of a time vested option to derive the value of the performance options
The valuation methodology for the performance vested options involved ihree separate analysis
I Sale of control analysis 2 Initial public offering analysis 3 Remain private analysis
There was no expense recorded in 201 4 and 201 3 related to the performance vested options
There were no performance vested options granted in 201 2
36
STANDARD BANCSHARES INC AND SUBSIDIARI ES
N OTES TO CONSOLI DATED FI NANCIAL STATEMENTS (in thousands except share data)
Note 1 3 - Employee Benefit Plans (Continued)
As of December 3 1 2014 there was $1 059 of total unrecognized compensation cost related to nonshyvested performance vested options granted under the Plan The cost is expected to be recognized when it is determined that it is probable that a qualifying Exit Event will occur
Note 1 4 - Commitments
Operating Leases
The Bank leases property at various branch locations unde r terms that are considered to be an operating lease The leases expire in various years through 2020 Office rent expense was $728 $875 and $919 for 2014 2013 and 2012 respectively
Other Co mmitments
The Bank has a contract with a computer seNice company that expires in 201 6 Data processing expense was $2729 $2746 and $2424 for 201 4 201 3 and 2012 respectively
Annual future minimum payments for these agreements are as follows
Note 1 5 - Income Taxes
Year ending December 31 201 5 201 6 2017 20 1 8 201 9 2020 and thereafter
$3037 2884
394 203 1 26
1 6 $6 660
The components of the provision (benefit) for income taxes are as follows
Current Deferred Total Tax Expense (Benefit)
2014 $ 3494
7 1 62 $ 1 0656
201 3 $ 2373
3425 $ 5798
2012 $ 1 306
(6928) $ (5622)
The effective tax rate differs from the federal statutory rate primarily due to the following
Tax at statutory federal income tax rate Tax exempt interest income State income taxes net of federal benefit BOLi income Meals and entertainment Non-deductible expenses Goodwill impairment
201 4
$8483 (133) 1 5 1 6 (486)
77 76
Stock settled rights expense 639
201 3 $ 4750
(82) 766
(486) 84
1 02
2012 $(1 2371 )
(1 08) (866) (500)
79 80
8 1 55
O th enet--=====48=====664=--====(-l --
$1 0656 $ 5798 $ (5622)
37
STANDARD BANCSHARES INC AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (in thousands except share data)
Note 1 5 - Income Taxes (Continued)
The net deferred tax asset included at December 31 2014 and 2013 consists of the following
2014 201 3 Gross deferred tax assets
Allowance for loan losses $19212 $23305 Other real estate owned 2866 49 1 6 Non-accrual loan interest 4064 3 991 State net operating loss 1 835 2358 Accrued compensation 1 938 1 471 Depreciation 1 387 1 412 FNMA amp FHLMC preferred stock 1 270 1 270 Other assets 271 434
Total gross deferred tax assets $32843 $39 157
Gross deferred tax liabilities Purchase accounting adjustments $ 1 069 $ 1 282 Mortgage servicing rights 946 1 060 Unrealized gainloss on AFS securities 1 1 9 692 Other liabilities 1 306 1 31
Total gross deferred tax liabilities $ 3440 $ 3 165
Net deferred tax asset $29403 $35992
At December 31 2014 the Company has $33929 of Illinois net operating loss carryforwards expiring in 2025 and $2330 Indiana net operating Joss expiring in 2025 and 2026 which will be available to reduce future taxable income
The Company does not expect the total amount of unrecognized tax benefrts to significantly change in the next twelve months The Company recognized no interest andor penalties related to tax matters in tax expense
The Company and its subsidiaries are subject to US federal income tax as well as income tax of the state of Illinois and Indiana The Company is no longer subject to examination by taxing authorities for years before 201 0
3 8
STAN DARD BANCSHARES INC AND SUBSIDIARIES
NOTES TO CONSOLI DATED FI NANCIAL STATEMENTS (in thousands except share data)
Note 1 6 - Contingent Liabilities and Commitments
The Company does not reflect in its financial statements various commitments and contingent liabilities which arise in the normal course of business and which involve elements of credit risk interest rate risk and liquidity risk These commitments and contingent liabilities are commitments to extend credit commercial letters of credit and standby letters of credit A summary of the Banks commitments and contingent liabilities at December 31 is as follows
Commitments to extend credit under Unused commercial and other lines of credit Unused equity lines of credit Standby letters of credit
2014 201 3
$262907 46 125 42041
$234893 52905 40284
Commitments to extend credit commercial letters of credit and standby letters of credit a l l include exposure to some credit loss in the event of nonperformance of the customer The Banks credit policies and procedures for credit commitments and financial guarantees are the same as those for extension of credit that are recorded on the consolidated balance sheet Because these instruments have fixed maturity dates and because many of them expire without being drawn upon they do not generally present any significant liquidity risk to the Bank The Bank has not incurred any significant losses on its commitments in either 2014 201 3 or 2012
The Bank is party to litigation and claims arising in the normal course of business Management after consultation with legal counsel believes that the liabilities if any arising from such litigation and claims will not be material to the Companys consolidated financial position
Note 1 7 - Derivatives
D erivative contracts entered into by the Company are limited to those that are treated as non-designated derivative instruments The Company provides customers with interest rate swap transactions and offsets the transactions with interest rate swap transactions with inter-bank dealer counterparties as a means of offering risk management solutions to customers As ofDecember 3 1 2014 there were $6006 outstanding in notional values of swaps where the Company pays a variable rate of interest and the customer pays a fixed rate of interest This position is offset with counterparty contracts where the Company pays a fixed rate of interest and receives a floating rate of interest The estimated fair value of interest rate swaps was recorded as an asset of $207 and as a liability of $214 as of December 31 2014 Swaps with customers and inter-bank dealer counterparties are carried at fair value with adjustments recorded in other income The net effect of fai r value adjustments running through the income statement was immaterial during the year ended December 31 2014 There were no interest rate swap derivatives as of December 3 1 2013
3 9
STANDARD BANCSHARES I NC AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (in thousands except share data)
Note 1 8 - Financial I nstruments Fair Value Disclosure
The fair value measurement accounting Hterature establishes a fair value hierarchy which requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value The standard describes three levels of inputs that may be used to measure fair value
1 Level 1 - Unadjusted quoted mariltet prices in active markets that are accessible at the measurement date for identical unrestricted assets
2 Level 2 - Significant other observable inputs other than Level 1 prices such as quoted market prices for similar assets and liabilities quoted prices in markets that are not active or other inputs that a re observable or can be corroborated by observable market data
3 Level 3 - Signlficant unobservable inputs that reflect a reporting entitys own assumptions about the assumptions that mariltet participants would use in pricing an asset o r liability
A financial instruments level within the fair value hierarchy is based on the lowest level of input that is significant to the fair value measurement
Fair values of assets measured on a recurring basis at December 3 1 2014 and 2013 are as follows
De ce mbe r31 2014 Financial Assets
Securities available-for-sale US government sponsored entities and agencies Mortgage-backed securities - residential Equity securities
Total securities available-for-sale
Derivatives
Financial Liabilities
Derivatives
De ce mbe r 31 2013 Financial Assets Securities available-for-sale
US government sponsored entities and agencies Mortgage-backed secu rities - residential Equity securities
Total securities available-for-sale
Fair Value
$1 46307 3668 4 41 9
$1 54 394
$ 207
$ 214
$ 1 24431 1 2203
2 954 $ 1 39 588
Fair Value Measurements Usin1 Quoted Significant P rices Other
in Active Observable Markets Inputs (Level 1 ) (Level 2)
$
392 $ 392
$ -
$ -
$
$1 46307 3668 4 027
$1 54 002
$ 207
$ 2 1 4
$ 1 24431 12203 1 984
$1 38 61 8
Significant Unobservable
Inputs (Level 3)
$
$
$
$
$
$
As of December 31 2014 and 2013 there were no transfers between levels
40
STANDARD BANCSHARES I NC AND SUBSI DIARIES
NOTES TO CONSOLI DATED FI NANCIAL STATEMENTS (in thousands except share data)
Note 1 8 - Financial I nstruments Fair Value Disclosure (Continued)
The fair values of marketable equity securities available-for-sale are generally determined by quoted market prices in active markets for each specific security (Level 1 measurement inputs) If Level 1 measurement inputs are not available for a marketable equity security the fair value is determined by the quoted market price of a similar security traded in an active market (Level 2 measurement inputs)
The fair values of debt securities available-for-sale are generally determined by matrix pricing which is a mathematical technique widely used in the industry to value debt securities without relying exclusively on quoted market prices for the specific securities b ut rather by relying on the securities relationship to other benchmark quoted securities (Level 2 measurement inputs)
Derivative s
The fair value of derivatives are based o n valuation models using observable market data a s of the measurement date (Level 2) Our derivatives are traded in an over-the-counter market where quoted market prices are not always available Therefore the fair values of derivatives are detenmined using quantitative models that utilized multiple market inputs The inputs will vary based on type of derivative but could include interest rates prices and indices to generate continuous yield or pricing curves prepayment rates and volatility factors to value the position The majority of market inputs are actively quoted and can be validated through external sources including brokers market transactions and thirdshyparty pricing services
Fair values of assets measured on a nonrecurring basis are as follows
Oe ce mbe r31 2014 Other real estate owned net Impaired loans Loans held for sale Mortgage servicing rights
De ce mbe r 31 2013 Other real estate owned net Impaired loans Loans held for sale Mortgage servicing rights
Fair Value
$ 1 6233 41 895
8274 2435
$12 930 54 1 62
5408 2726
Fair Value Measurements Using Quoted Significant Prices Other
in Active Observable Markets Inputs (Level 1 ) (Level 2)
$ $
8274
$ - $
5408
Significant Unobservable
Inputs (Level 3)
$ 1 6233 41 895
2435
$1 2930 541 62
2726
Other real estate owned are initially recorded at fair value less costs to sell when acquired and are subsequently measured at the lower of cost or fair value less estimated costs to sell Fair values are based on third party appraisals of the property or internal valuations on smaller properties using comparable market data and various external resources resulting in a level 3 classification When the carrying value exceeds the fair value less costs to sell an impairment loss is recognized
The fair value of impaired loans secured by real estate with specific allocations of the allowance for loan --------- 1osses-is-generally-based-on--recent-real-estate-appraisals-or-internal-valuations-on-smaller-prnperties--shy
using comparable market data and various external resources These appraisals may utilize a single
41
STANDARD BANCSHARES INC AND SUBSI DIARIES
NOTES TO CONSOLI DATED FI NANCIAL STATEMENTS (in thousands except share data)
Note 1 8 - Financial Instruments Fair Value Disclosure (Continued)
valuation approach or a combination of approaches including comparable sales and the income approach resulting in a level 3 classification
Loans held for sale are carried at the lower of cost or fair value which is evaluated on a pool-level basis The fair value of loans held for sale is determined using quoted prices for similar assets adjusted for specific attributes of that loan or other observable market data such as outstanding commitments from third party investors resulting in a level 2 classification
The Company records its mortgage servicing rights at fair value and includes them in other assets in the Consolidated Balance Sheets Mortgage servicing rights do not trade in an active market with readily observable prices Fair value is based on market process for comparable mortgage servicing contracts when available or alternatively is based on a valuation model that calculates the present value of estimated future net servicing income Key economic assumptions used in measuring fair value of mortgage servicing rights at December 31 2014 included prepayment speeds maturities and discount rates While market based data is used to determine the assumptions the Company incorporates its own estimates of the assumptions market participants would use in determining the fair value of mortgage servicing rights which results in a level 3 classification
De cembe r 31 2014 Assets Cash and cash equivalents Securities held-to-maturity Securities available-for-sale Loans - net Loans held for sale Federal Home Loan Bank stock at cost Accrued interest receivable Derivatives
Liabilities
Deposits Federal Home Loan Bank advances Accrued interest payable Derivatives
De ce mbe r 31 2013 Assets
Cash and cash equivalents Securities held-to-maturity Securities available-for-sale Loans - net Loans held for sale Federal Home Loan Bank stock at cost Accrued interest receivable
Liabi lities Deposits Accrued interest payable
42
Carrying Value
$ 1 99476 3888
1 54394 1 744331
8274 3247 59 1 9
207
$ 1 993572 1 5000
265 214
$ 234 1 83 1 762
1 39588 1 61 9995
5408 3 143 5 576
$1 91 9 1 05 286
Fair Value
$ 1 99476 3 564
1 54394 1 798279
8274 3247 591 9
207
$1 992796 1 4984
265 214
$ 234 1 83 1 41 5
1 39588 1 679668
5408 3 143 5576
$ 1 920335 286
STANDARD BANCSHARES I NC AND SUBSI DIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (in thousands except share data)
Note 1 8 - Financial I nstruments Fair Value Disclosure (Continued)
In estimating the fair value of certain assets and liabilities not previously presented the following assumptions were made
Cash and Cash Equivalents
The carrying amounts of cash and equivalents reported in the balance sheet approximate fair value
Securities
Estimated fair values of securities are based on one of three models 1 ) quoted market prices where available 2) quoted market prices for similar instruments if quoted market p rices are not available 3) unobservable data that represents the Banks assumptions about items that market participants would consider in determining the fair value where no market data is available
L oans
Fair values of loans excluding loans held for sale are estimated as follows For variable rate loans that re-price frequently and with no significant change in credit risk fair values are based on carrying values Fair values for other loans are estimated using discounted cash flow analyses using interest rates currently being offered for loans with similar terms to borrowers of similar credit quality to calculate the present value of future contractual principal and interest cash flows and discounting them back to the present using a discount rate Impaired loans are valued at the lower of cost or fair value as described previously The methods utilized to estimate the fair value of loans do not necessarily represent an exit price
The fair value of loans held for sale is estimated based upon binding contracts and quotes from third party investors
Federal Home Loan Bank (FHLB) Stock
The carrying amounts reported in the balance sheet approximate fair value
Accrued Interest Receivable I Payable
The carrying amounts reported in the balance sheet approximate fair value
Deposits
The fair values disclosed for demand deposits (eg interest and non-interest checking passbook savings and certain types of money market accounts) are by definition equal to the amount payable on demand at the reporting date (ie their carrying amount) The carrying amounts of variable rate fixed-term money market accounts and certificates of deposit approximate their fair values at the reporting Fair values for fixed rate certificates of deposit are estimated using a discounted cash flows calculation that applies interest rates currently being offered on certificates to a schedule of aggregated expected monthly maturities on time deposits
Federal Home Loan Bank Advances
The fair value of Federal Home Loan Bank advances is estimated using discounted cash flow analyses --------based-on-the-currentborrowing-rate-of-similartypes-of-advances
43
STANDARD BANCSHARES I NC AND SUBSIDIARI ES
NOTES TO CONSOLI DATED FINANCIAL STATEMENTS (in thousands except share data)
Note 1 8 - Financial I nstruments Fair Value Disclosure (Continued)
Off-balance sh eet in strum ents
Fair asset andor liability value of off-balance sheet financial instruments as described in Note 1 6 may be estimated by applying fees currently charged for comparable commitments Based upon the qual ity of these commitments and their demand in the financial market it has been assumed that there is no material difference in the estimated fair value
Note 1 9 - TARP Capital Purchase Program
On April 24 2009 the Company entered into a Letter Agreement with the United States Department of Treasury (the Treasury) pursuant to which the Company sold to the Treasury 6000 shares of the Companys Fixed Rate Cumulative Perpetual P referred Stock Series A for $60 million and a warrant to acquire $3 million of Fixed Rate Cumulative Perpetual P referred Stock Series B for a nominal exercise price Immediately upon consummation of the closing the Treasury exercised the warrant and acquired the Series B Preferred Stock The Preferred Stock Series A qualified as Tier 1 capital and paid cumulative dividends q uarterly at a rate of 5 per annum The P referred Stock Series B qualified as Tier 1 capital and paid cumulative dividends quarterly at a rate of 9 per annum The difference between the initial carrying value that was allocated to the Series B Preferred Stock and its redemption value of $3 million will be charged to retained earnings (with a corresponding increase in the carrying value of the Series B Preferred Stock) over the first five years of the contract as an adjustment to the dividend yield using the level yield method During 201 1 the Company elected to suspend dividend payments For the year ended December 31 2012 total dividends of $3462 had been declared but not paid On February 22 201 3 1 3548387 of common shares were issued to the US Treasury in exchange for the $60 million and $3 million of Fixed Rate Cumulative Preferred Stock Series A and Series B respectively The Treasury subsequently sold those shares to institutional investors at $465 per share In addition the Company paid $6 million of dividends to the Treasury which included 1 00 of past due dividends and dividends due through February 22 2013
Note 20 - Regulatory Matters
The Companys primary source of cash is dividends received from its subsidiary bank The subsidiary bank is subject to certain restrictions on the amount of dividends that it may declare without prior regulatory approva L In addition the dividends declared cannot be in excess of the amount which would cause the subsidiary bank to fall below the minimum required for capital adequacy purposes
Banks and bank holding companies are subject to regulatory capital requirements administered by federal banking agencies Capital adequacy guidelines and additionally for banks prompt corrective action regulations involve quantitative measures of assets liabilities and certain off-balance-sheet items calculated under reg ulatory accounting practices Capital amounts and classifications are also subject to qualitative judgments by regulators Failure to meet capital requirements can initiate regulatory action Management believes as of December 3 1 2014 the Company and Bank meet al l capital adequacy requirements to which they are subject
Prompt corrective action regulations provide five classifications well capitalized adequately capitalized undercapitalized significantly u ndercapitalized and critically undercapitaized although these terms are not used to represent overall financial condition If adequately capitalized regu latory approval is required to accept brokered deposits If undercapitalized capital distributions are limited as is asset growth and expansion and capital restoration p lans are required At year-end 201 4 and 2013 the most recent reg ulatory notifications categorized the Bank as well capitalized under the regulatory framework for prompt corrective action There are no conditions or events since that notification that management believes have changed the institutions category
44
STAN DARD BANCSHARES I NC AND SUBSI DIARI ES
NOTES TO CONSOLIDATED FI NANCIAL STATEMENTS (in thousands except share data)
Note 20 - Regulatory Matters (Continued)
The Banks actual and required capital amounts and ratios are as follows
To Be Well Capitalized U nder
For Capital Prompt Corrective Actual Adeguac[ Puqoses Action Provisions
Amount Ratio Amount Ratio Amount Ratio As of December 31 2014 Total Capital
(to risk-based assets) Company $271 785 143 $ 152226 80 NA NA Bank 269993 1 42 1 52229 80 $1 90286 1 00
Tier I Capital (to risk-based assets) Company 247887 1 30 76 1 1 3 40 NA NA Bank 246093 129 761 14 40 1 14 171 60
Tier I Capital (to average assets) Company 247887 1 08 92 1 26 240 NA NA Bank 246 093 1 07 92 1 09 240 1 1 5 1 36 2 5 0
As of December 31 2013 Total Capital
(to risk-based assets) Company $246213 1 38 $142344 280 NA NA Bank 244607 1 38 1 42 170 280 $ 1 77713 2100
Tier I Capital (to risk-based assets) Company 223444 126 71 1 72 240 NA NIA Bank 221 838 1 25 71 085 240 1 06628 2 60
Tier I Capital (to average assets) Company 223444 1 03 86430 240 NIA NA Bank 221 838 1 03 86450 240 1 08 063 2 50
45
STANDARD BANCSHARES INC AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (in thousands except share data)
Note 21 - Capital Management
The overall objectives of the Companys capital management are to have the availability of sufficient capital to support loan deposit and other asset and liability g rowth and to maintain capital to absorb unforeseen losses or write-downs that are inherent in the business risk associated within the banking industry The Company seeks to balance the need for higher capital levels to address growth and unforeseen risks and the goal to achieve an adequate return on capital invested
In July 201 3 the federal banking agencies issued a final rule revising the regulatory capital rules applicable to most national banks and federal savings associations as well as their holding companies generally beginning on January 1 201 5 The rule implements the Basel Committees December 201 O framework known as Basel I l l for strengthening the international capital standards as wel l as certain p rovisions of the Dodd-Frank Act The final ru le implements a revised definition of regu latory capita l a new common equity Tier 1 minimum capital requirement of 450 and a higher minimum Tier 1 capital requirement of 600 (which is an increase from 400) Under the final rule the total capital ratio remains at 800 and the minimum leverage ratio is 400
Additionally under the final rule in order to avoid l imitations on capital distributions including dividend payments and certain discretionary bonus payments to executive officers a banking organization must hold a 25 capital conservation buffer composed of common equity Tier 1 capital above its minimum risk-based capital requirements The b uffer is measured relative to risk-weighted assets The final rule also enhances risk sensitivity and addresses weaknesses identified by the regulators over recent years with the measure of risk-weighted assets
The new minimum capital requirements will b e effective for the Company on January 1 201 5 whereas the capital conservation buffer and the deductions from common equity Tier 1 capital phase in over time beginning on January 1 201 6
Capital Raise
On February 22 201 3 Standard Bancshares Inc completed its recapitalization by issuing 29864795 shares of common stock at $465 per share for gross proceeds of $ 1 389 million 1 3 548387 of the common shares were issued to the US Treasury (the Treasury) in exchange for the $63 million of Fixed Rate Cumulative Preferred Shares Series A and B The Treasury subsequently sold those shares to I nstitutional Investors at $465 per share An additional 16 316408 of common shares were issued to Institutional Investors and private investors Of the aggregate 29864795 common shares issued 1 9430750 are voting shares and 1 0434045 are mm-voting shares
In conjunction with the recapitalization the Articles of Incorporation of the Company were amended to authorize 20000000 shares of preferred stock at $001 par value No preferred stock has been issued as of December 31 2014
Sto ck Settled Rights (SSRs)
On February 22 201 3 in connection with the recapitalization of the Company the Board of Directors distributed as a dividend in kind 7293407 Stock Settled Rights (SSRs) to the holders of the Common Stock as of the Record Date (November 5 2012) The number of SSRs issued is equal to the product of (i) 03888 and (ii) 18757921 the number Common Shares outstanding as of the Record Date The estimated fair value of the SSRs completed by an independent third party as of September 30 2014 and February 22 201 3 was determined to be approximately $026 per SSR or $1 880 and approximately $021 per SSR or $1 532 respectively Expense recorded related to the SSRs was $1 880 in 2014 No expense was recorded in 201 3
46
STANDARD BANCSHARES INC AND SUBSI DIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (in thousands except share data)
Note 21 - Capital Management (Continued)
Stock Settled Rights (SSRs) (Continued)
The SSRs are structured as common stock dividends to be paid to certain common shareholders of the Company under specific conditions The amount of common stock to be distributed is determined by a formula that considers among other things the value of the outstanding common stock at the Settlement Date Settlement Date is defined as the earlier of (i) the date a liquidity event (an I POrecapitalization or a sale of control) occurs during the term of the SSRs and (ii) the SSR Expiration Date (February 22 201 8) The SSRs will be exercised based on the value of the common shares at that time subject to the Settlement Rate formula
The Accretion Rate is a component of the Settlement Rate It is either an middotannual rate of 80 or 120 with the value determined by the cum ulative economic losses that occur in the loan portfolio from June 30 201 1 to the time the SSRs are settled
On the Settlement Date the Company shall determine the number of shares of Common Stock issuable upon the settlement of an SSR The Settlement Rate shall be calculated based on a formula that considers among other factors the value per share of the common stock on a fully diluted basis reduced by the accretion rate with that number divided by the value per share of common stock on a fully diluted basis
If the Settlement Rate is greater than zero the Company shall issue and deliver to each of the SSR Holders a number of shares of Common Stock equal to the product of (i) the Settlement Rate multiplied by (ii) the number of SSRs held by such H older as reflected in the SSR register as of the close of business on the last Business Day prior to such Settlement Date
In connection with the occurrence of a Liquidity Event on or prior to the Expiration Date the Board of Directors may at its option and in its sole discretion order the redemption and the Company may redeem the SSRs in whole or in part at the redemption price per SSR based on a formula that considers the price per share of Common Stock at which the Company is valued on a fully diluted basis in connection with such Liquidity Event as determined in good faith by the Independent Committee plus a l l cash dividends paid oil the common stock from the date of issuance of the SSRs less $465 accreting on a daily basis at the Accretion Rate
The Company hired an independent third party firm to value the SSRs The following variables were taken into consideration when deriving a value for the SS Rs
1 ) The probability of a liquidity event (sale of control or PO) during the term of the SS Rs 2) The Accretion Rate assigned to the Settlement Rate of the SSRs 3) The estimated value of the Companys common stock at the earlier of a) a liquidity event or b)
the SSR Expiration Date (February 22 201 8) 4) The type of liquidity event that might occur 5) Future value parameters including a) tangible common book value b) earnings and c) market
conditions
The valuation of the common shares at the Settlement Date will depend on the Companys financial condition and the market pricing of financial institution stock both on a stand-alone basis and on a sale of control basis at that time
47
STANDARD BANCSHARES I NC AND SUBSIDIARI ES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (in thousands except share data)
Note 22 - Condensed Financial Statements
The Company was incorporated in I l linois on February 23 1 982 The Company accounts for its investment in subsidiaries under the equity method Under this method the investment is recorded at cost adjusted for the subsidiaries undistributed net income (loss) Presented below are the condensed financial statements of Standard Bancshares I nc (Parent Company Only)
Assets Cash Investment in subsidiaries Other assets
Total assets
CONDENSED BALANCE SH EETS DECEMBER 31 2014 AND 2013
Liabilities and shareholders equity Other liabilities Total stockholders equity
Total liabilities amp stockholders equity
2014 $ 4 163
264242 328
$268733
$ 2685 266048
$268733
CON DENSED STATEMENTS O F I N COME YEARS ENDED D ECEMBER 31 201 4 201 3 AND 201 2
2014 I ncome
Other income $
Expenses 2909 Loss before income taxes and equity in undistributed
earnings of subsidiaries (2909) Income tax benefit 88
Loss before equity in undistributed earnings of subsidiaries (2821)
Equity in undistributed earnings (loss) of subsidiaries 1 7 1 1 5
Net income (loss) 1 4294 Preferred dividends and discount accretion on preferred shares
Net income (loss) applicable to common shareholders $1 4294
48
201 3 $ 2 1 95
248 090 1 944
$252229
$ 322 251 907
$252229
201 3 201 2
$ $ 1
1 747 8539
(1 747) (8538) 291 1 0 1 7
(1 456) (7521) 9 629 (23241) 8 173 (30762) 1 1 24 4090
$ 7049 $(34852)
STAN DARD BANCSHARES INC AND SUBSIDIARIES
NOTES TO CONSOLIDATED FI NANCIAL STATEMENTS (in thousands except share data)
Note 22 - Condensed Financial Statements (Continued)
CONDENSE D STATEMENTS OF CASH FLOWS YEARS ENDED DECEMBER 31 2014 201 3 AND 201 2
Cash flows from operating activities Net income (loss)
Adjustments Equity in undistributed net (income) loss of subsidiaries Amortization Stock based compensation expense ( Increase) decrease in other assets Increase (decrease) in other liabilities
Net cash provided by (used in) operating activities Cash flows from financing activities
Issuance of common stock net of issuance costs Capital contribution to Standard Bank Repayment of note payable Cash Dividends
N et cash provided by financing activities
Net increase (decrease) in cash
Cash - beginning of year
Cash - end of year middot
Supplemental schedule of non-cash financing activities Change in par value on common stock Exchange of preferred stock to common stock
49
2014
$ 1 4294
( 17 1 1 5) 28
782 1 616 2363 1 968
1 968
2 1 95
$ 4 163
$ $
201 3
$ 8 1 73
(9629) 29
441 1 872
(4273) (3387)
68598 (41 500) ( 16 1 00)
(6026) 4972
1 585
6 1 0
$ 2 1 95
$ 4277 $63000
201 2
$(30762)
23241 6 1 67
( 1908) 2 043
( 1 2 1 9)
( 1 2 1 9)
1 829
$ 6 1 0
$ $
FORM FR Y-6
STANDARD BANCSHARES INC
Hickory Hills Illinois Year Ending Dccember31 2014
REPORT ITEM
1 The BHC Is not registered with the SEC Coples of the Annual Report Nil be sent undersepirate cover when completed
2a Organization Chart fo Standard BallCShares Inc
I THE BOULEVARD INC
SL John Indiana 100
JnCQrporated in Indiana
2b Branch Verification
STANDARD BANCSHARES INC Hickory Hills Illinois Jncorporateltl In Illinois
STANDARD BANKAND TRUST COMPANY Hickory Hills llllnois
Incorporated In lllnols 100
I STANDARD REDEVELOPMENT INC
Hickory Hills Illinois 100
Incorporated in Illinois
(Not subject to Y-10 reporting ) Code 91 CE - Liquidation Of debts previously contracted
The branch and lax-kl flStings were emailed to branch revieW on 223115
3 (1) As ofyear-end
Name and Address
Trident SBI Holdings lP Greeffilidl CT
Robert E Gallagher Sr Trust John D Gallagher Trustee Palos Heights IL
The Gallagher Standard Bancshares TR Timolhy J GaJagheuror Trustee Hickory Hitls IL
Pantheon Standard LP San Francisco CA
CohesVe Capital Parners LP New York NY W Capital Partners II LP NewYork NY
Couritrlt of Citizenship or lncorooratlon Number and Percentage Of Voting Serurtties
USA 5662194- 1483
USA 5516086 - 1444
USA 4382666 - 1 t47
USA 3762128-985
USA 2 150537 - S63
USA 2 150537 - 563
Note llle shares in the Robert E Gallagher Sr Tr are voted on by John D Gallagher Director of Standard Bank Tue shares Jn the Gallager Standard Bancshares Tr are voted on by Timolhy J Gallagher Director of Standard Bank
3 (2) OtherSharehofors oat listed in Section 3 (1) above that held more than 5 during the year
None
Resuhs A Ilse of branches forvour holdln1 company STANDARD 8ANCSHARES INC (1245590) or HICKORY HILLS IL
The d1ta are n of 12312014 Data re II Kb information tlat wu received aod processed throuah 01072015
Rconcill1Uon and Vc1Uon St I DI 1 In the DIH Action column of each br111Ch row enter one or mort of the actioru specified below
2 If required enter the date In the Ettcttve Olte column
-OK tf the bnch Information s correct enter OK in the Oita AdJon column
Chi nee If the bndl Information Is Incorrect Of Incomplete revt the data enter Chance In the Dita Action column ind the d11te when this infOfmation first became v1lid In the Effective Ote column
am If a bnch listed was sold or clowd enterOose In tht Dita Action column and the s1e or dosured11te In the EtfectW Olte colurm
Olete If a bru1eh listed wu never owntd by this depository Institution enter Delete In the Oeta Acckgtn column
Add If a rt portable brtinch Is mlsslna lnStrt a row add the branch data ald entu Add In the Olt1 Action column and the opening or acquisition date In the Effecttve Date column
If prntln1 this list you m1y need to adjust your page Utup In MS E11ce1 Try using landscape orientation page sollria andor legal sized paper
Submlnion PfOOtdurbull When you ire finished send a saved copy to vour FRB contact Su the detailed lnlttldlons on this si for more informatlon
II voY are mailinamp this to your FRB conttct put your lnstitutlon name dty and state In the subjact llrie of the e-nWI
Note To satisfy the FR Y-10 reportln1 requirements YoU must tiho submit FR Y-10 Domestic Branth Schedules for each branch with a Data Actlon of Olan1e Close Delete or Add
Thbull FR Y-10 report may be submitted 1n a hardcopy format or 11ia the FR Ymiddot10 OnH11e application middot httpsylOonllnefederalrerve1ov
bull FDtC UNINUM Office Number and ID_RSSO co1unvu ara for reference only Verification of these values is not required
- - 8nch Suvlce Type Branch 10 RSSO ia- terNeme Street Address City
ok FuUServltefHud Officel 19730 STAN OARD BANK ANO TRUST COMPANY 7800 WEST 9STH STREET HICKORY HILLS
ok Full Service 3202168 BOLINGBROOK BRANCH 282 NORTH WEBER ROAD BOLINGBROOK
ok Limited Strvce 4126065 CALUMET CITY 1968 SIBLEY BOULEVARD CALUMET CITY
FullSetvke 3309928 CLARK STREET 8RANOi 3747 NORnt CLARK STREET atlCAGO
ok FullServiett 474339 EWING BRANOf 10635 SOUTH EWING AVENUE CHICAGO
ok Full Servtce 2079925 HEGWISCH BRANCH 13336 SOUTH BALTIMORE AVENUE CHICAGO
ok limited Se-rvke 20817)5 SOUnt DERRING FACILITY 10535 SOVTH TORRENCE AVENUE CHICAGO
Full Service 4099271 THOREK BRANOi 836 WEST IRVING PARK ROAD OUCAGO
ok Full Service 2121280 COAL CITY BRANot 20 SOUTH KANKAKEE COAlCITY
full Service 2809038 EVERGREEN PARK BRANCH 2400 WEST 95TH STREET EVUtGREEN PARK
ok Full Service 3188909 FRANKFORT BRANCH 19997 LA GRANGE ROAD FRANKFORT
Full5etvice 810436 CiARONERBRANCJ1 118 DEPOT STREET GARDNER
ok FultSrvlct 3188897 JOLIET ampRANCJ1 2398 ESSINGTON ROAO JOLIET
Full Service 3439553 LOClCPORT BRANCH 16545 WEST 159TH STREET LOCKPORT
ok Full Service 290931 LYONSlST AVENUE BRANCH 8601 OGDEN AVENUE LYONS
ok Full Service 3671504 MINOOKA BRANCH 515 WESTUS ROUTE 6 MINOOKA
ok LlmltcServfce 2111338 MOAAIS LISBON BRANCH 1433 USBON STREET MORRIS
ok Full Servkt 2809010 MORRIS ROUTE 6 BRANCH 1111 WEST US ROUTpound 6 MORRIS
Ful1 Servlct 2809047 NAPERVILLE BRANCH 1607 NORTH AURORA ROAD NAPERVILLE
ok full 5ervfce 2809056 NEW LENOX BRANCH 456 NELSON ROAD NEW LENOX
Full sMce 2103129 OAK FOREST BRANOf 15901 SOUTH CENTRAL AVENUE OAX FOREST
ok Full SeMct 3490255 OAK LAWN lllTH BRANOf 4700 WEST 111TH STREET OAK LAWN
ok Full Sfrvlce 2096717 OAK LAWN 95TH BRANCH 4001 WEST 95TH STREET OAK LAWN
ok Full Service 2295538 ORLAND PARK BRANCH lSCXJO SOUTH WOLF ROAD ORLAND PARt
State VpCode
IL 60457
IL 60440
IL 60409
IL E06H
IL 00617
IL 0063
IL 00617
IL 60613
IL 60416
IL 60805
IL 6042
IL 60424
IL 60435
IL 60441
IL 60534
I L 60447
IL 60450
IL 60450
IL 60563
IL 60451
IL 60452
IL 60453
IL 60453
IL 60467
County CawN FDICUNINUM Offb Numberbull Haad otfice Head Office 10 RSSD Comments
COOK UNITEO STATES 10748 0 STANOARO BANK ANO TRUST COMPANY 19730
Will UN ITED STATES 419532 34 STANDARD BANK ANO TRUST COMPANY 19730
COOK UNITED STATES 510611 44 STANDARD BANK AND TRUST COMPANY 19730
COOK UNITpound0 STATES 429662 35 STANDARD BANK ANO TRUST COMPANY 19730
COOK UNITED STATES 12089 18 STANDARD BANK AND TRUST COMPANY 73ltgt
COOK UNITED STATES 244100 20 STANDARD BANK ANO TRUST COMPANY 19730
COOK UNITED STATES 244099 19 STANDARD BANK ANO TRUST COMPANY 19730
COOK UNITED STATpoundS 510612 4S STANDARD BANKANDTRUSTCOMPANV 1973ltgt
GRUNDY UNITED STATES 263852 17 STANDARD SANK AND TRUST COMPANY 730
COOK UNITED STATES 13875 4 STAN OARD BANK AND TRUST COMPANY 19730
Will UNITED STATES 357237 15 STAN OARD BANK AND TRUST COMPANY 19730
GRUNDY UNITED STATES 7234 1 STAN DARO BANK ANO TRUST COMPANY 19730
Will UNITED STATES 238ASA 13 STANDARD BANK ANO TRUST COMPANY 19730
Will UNlTEO STATES 450324 38 STAN OARD BANK AND TRUST COMPANY 19730
COOK UNITED STATES 10912 22 STANDARD BANK ANO TRUST COMPANY 19730
GRUNDY UNITED STATES 465426 42 STANDARD BANK AND TRUST COMPANY 1973ltgt
GRUNDY UNITED STATES 266774 16 STANDARD BANK ANO TRUST COMPANY 1730
GRUNDY UNITED STATES 2243S6 10 STANDARD BANK AND TRUST COMPANY 19730
OU PAGE UNITED STATES 238451 6 STANDARD BANK ANO TRUST COMPANY 19730
Will UNITED STATpoundS 238452 11 STAN OARD BANK ANO TRUST COMPANY 19730
COOK UNTED STATES 244101 21 STANDARD BANK AND TRUST COMPANY 19730
COOK UNITED STATES 441863 36 STANDARD BANK AND TRUST COMPANY 19730
COOK UNITED STATES 238447 1 STANDARD BANK AND TRUST COMPANY 19730
COOK UNITED STATES 238450 5 STANDARD BANt AND TRUST COMPANY 19730
ok Fullrvke 2100379 PALOS 11HH BfANOl 11901 SOUTHWEST HIGHWAY PALOSPARIC ll 00464 COOK UNITED STATES 238448 2 STAN DARO BANK AND TRUST COMPANY 19730
ok rulSltVice 2427544 PALOS lllST BRANCH 9700WEST lllST STREET PALOS PARK ll 00464 COOK UNlTEOSTATES 238449 3 STAN DARO BANK AND TRUST COMPANY 19730
ot llmtedSrvke 3490273 NORTH RIVERSIDE BRANCH BJSOWEST CERMAK ROAD RlvtRSlDE ll COOK UNITED STATES 441864 37 STANDARD BANK AND TRUST COMPANY 19730
ot FuLServke 3202171 SHOREWOOD BRANOl 970 BROOK FOREST AVENUE SHOREWOOD It - t UNITED STATES 419531 33 STANDARD BANICANDTRUSTCOMPANY 19730
ok FulSrvlee 3188918 VILLA PARK BfWIOi 1 WESrRoostVrlTROAD VlltAPARIC It 50181 OUPAGE UNITED STATES 238455 14 STANDARDBANKANDTRUSTCOMPANY 19730
ok FulSrvke WllMINGTON BRANCH lOOSSOUTH WATER STREET WILMINGTON It 004 lt UNITED STATES 238453 12 STANDARD BANK AND TRUST COMPANY 19730
ok Fulfrvk 3197031 CHESTERTON BRANCH middot 755 JNDIAN BOUNDARY ROAD OIESTERTON IN PORTER UNITEDSTAlES 275664 32 STANDARD BANK AND TRUST COMPANY 19730
ok ruUrvic 2161D17 EASTCHCAGO BRANCH 4518 lNOANAPOUS BOULEVARD EAST CHICAGO IN 46312 lAKE UNITEDSTAlES 29 STANDARDSANKANDTRUSTCOMPANY 19730
ok Fulrvk 4913n HAMMOND BRANCH 1007 CALUMET AVENUE HAMMOND IN 46324 AKE UNITEDSTAlES 42227 30 STANDARD BANK AND TRUST COMPANY 19730
Fulrvlc 2161D3S HIGHtAND BRANCH 2930 RIDGE ROAD HIGHLAND IN 46322 UNITEOSTAlES 275659 27 STANDARD BANK AND lRUST COMP AN I 19730
ot Futtsrvke 2161044 LOWHl BRANCH 2090 EAST COMMERICALAVENUE LOWELL IN 463Sfgt21r AKE ONITEDSTAlES 275661 28 STANDARD BANK ANDTRUSTCOMPANI 19730
ok Full Srvlce 3439562 MERRlllVlllE BRANCH 579WESTUNCOlN HIGHWAY MERRlllVlllE IN 46410 AKE ONlEO STATES 450325 39 STANDARD BANK AND TRUST COMPANI 19730
ok Full Srvice 453712 SAINT JOHN BRANCH 9321 WICKER AVENUE SAINT JOHN IN 46373middot00 AKE ONtlEDSTATES 42414 26 STANDARD BANK AND rnusr COMPANY 19730
middot
Report ttem 4 Directors and Office (1) Name amp Address
J-Ohn R Barber New York NY
Christopher Doody Ne-vYork NY
1pound1 Pnncipal Occupation [rtmiddotrmiddotwittl BHC
Mariaging Partner eohesiVe ea pita I
Princlpal Storm Point Capital
(3) (bull) TrtiePosition with BHC Diredor
Director
FORM FR Y-9
STANDARD BANCSHARES INC Fiscal YearEnding Decttmber3112014
(3) lb) ltlePosition wffi1 Subsidiaries
NIA
NIA
(3) (c TrtlePosltlon wttn otherbuslne$es
Managtng Partner Cohesive Capital
Principal Stone Point Ciipitit
bull Stone Point ls the manager of the TriOOnt funds which are investment entities that own 25 or morn of the outstanding voting seairities orinlerests in various companles Mr Doody ls an ernployee and officer of Stone Point and is oo deemed to contror S1oria Point or the Trldent Funds He is not a principal securities holder of Stone Point or the Trident Funds The invstmenl committees of the Trident Funds are responsible for voting the shares or such companies and Mr Doody is not a member of the investment committees of the Trident Fonds A sctiedule of such companies in which U1e Trident funds hnve invested is available upon request
John o Gallagher Ortand Park IL
Managing Genera[ Partner OfdlarU Hill Bldg Co
Director Dior-standarU Bank
Managin9 GenerBi Partner Orchard HlllmiddotB1dg Co President Ordiard Hm Building Co Inc
Managing Member Qnhard Hill Construction LLC
Managing Membelt Austin Construction Co bull LLC
Presdenl Bougton Development Co
President ennStructildeg Co lnc
Prestdenl middot Farmingdare Development eomiddot
middotana9in middotRa -middot middot fariTijngdre _Mittwo middot
Pldciit_ _ Fam1r9dale Utilify Co_
Managing Partner Frtz91erald Lad lnvestment Ptshp
(4) a) 1w of Voting Shares in BHC
563
middot1483
14450
(4)(o) (4) (b) Names of othfr companitts 4 of Voting (if 25 ormorl voting Shares in Subs securities a held
NIA
NIA
NIA
NIA
NIA
NIA
NIA
NIA
NIA
NIA
Dryden Cons1rudioo Co Inc 100
NIA
NIA
NIA
Frtzgerald Land Investment Plshp 25
(1) Name amp Mdlt=
John D Gallagher CJriand Pru IL
(2) Principal rbull _ BHC1
(3) (b) TdfePosition wiU1 SubsXfiarics
(J)(c TrtiePttSition wTUi other buslncssts
Trustee-Vote 100 Galla171ormiddot Henr)Tnisl
- Gallagher amp Henry Inc
Prumlaquo GaDaQhef Parloecs LP GB4 Jnc
Managing Partner Gl6mwod DevelopmElnt Co
Managmjl farlnelt Heruy Co Managmo Hermann Umd Investment Ptshp
Managing- Kolarlrugtd I lgthp Preltldeot Kokast -kimes Inc
PreSdenl Coo$trixtioo middotmiddot nc
- -MiAdams 400 Investment Ptshp
Msoagir(Q Partner Meifefl1 id lnpoundiiini _Pthp Managing Partner sr middotGod 1nVeslmoo Pbhp Managiog Partnef
-LampftPtshp TruSt6e
ThOGalfaghmiddotorSliujiini middot Trust
(4) (bull) of Voting Shares in BHC
(4) (b) of Voting Shares In SUbs
Names of other companies frf 25 degmom voting securiDes arn heJd NIA
NIA
NIA
NIA
NIA
NIA
NIA
Hennarm Lnnd Investment Ptshp 25
K6irland lovStrnerrlPiStip 25 NIA
NIA
NIA
Laod lNeStrnloi PlShp 25
df1li3 lfjJrlvtrpnt PWiP 25
Land l hp 25
e(Lao1fl PtShp 25_-xmiddotmiddot middot
standard tWesTrust 25 middot
(1) Name amp Address
Tnnothy J GsJlaghet Burr Ridge IL
(2) Principal Occupation [d other than with BHC)
(J) (a) TrltePosifion wtth BHC
(3)(b) TdiePosffion wittl Subskfcuies
OlaHrnan of the Board
(J) (c) TitlePosition with other businees
PreOOeot Brittany Glen Homeownoc l=gtc Suffield Woods Homeowner Assoc FanntngdaJe Viage Com Assoc fumlogdale Vdlage Com Assoc 2 Misty Meadoyenr Homeowner Assoc 1ltings1on Hills liomeOMler Assoc Gallagheramp Henrys Condos Goodiogs Grove Assoc Ganaghcr amp Heruys Goocfings Grove Umbretia Assoc Farmingdale Vil Cooos of Woodridge Homeowner Assoc Radc5ffe rtMe TOvlfflhomes Assoc
BNC OWnefs Assodatioo
Boughton Woodward Commenial Center LLC su-lgle MembeltUC- GB4 i5 member
Union Poirrte Investors Uc Sing1e MemberlLC- Union PcWe Oevclopmeot Co b member
Uoion POOte Buadlog Venture 1lLC Union 00rt lnvestorn LlC ts member Union Pofrrte Buikfing Venlilre 112 LLC Unton Point nveslor lLC is member
Union Pointe Boikfing Venture 3 LLC Union Poinl lnveslors UC is member
standgtnJ Bank -ALm1 Construction Co LlC
Pminlaquo Frtzyerald Lnnd Investment Pbttp
(lt)(bull) ofVotlng Shares in BHC
11520
(4) (b) ofVotiog Shares in Subs
NIA
Names of other companies (If 25 or l1XgtflJ voting securities aro held
NIA NIA NIA NIA NIA NIA NIA WA NIA NIA NIA
WA
NIA
WA
WA
NIA
NIA
WA
NIA
NIA
NIA
WA
WA
(1) =
Timothy J GJJbghctshyBorr Ridge IL
(2) Principal (if oUJef than wtth BHC)
3 (a) TitlePosition wilh BHC (3) 1c) Trtielosilion with other businesses ampcretuy amp Henry Inc
_ GieoMXgtd Developmeot Co
Partner Hermann Land Investment Pt5hp KOOr land Investment Ptstip
Secret3y Kolcast Homes loo
__ Koamp Construction Co Inc
Secrebgty Ordnrd Hin Buikfing Co Inc
Pa1nelt srrvb land 1ovestrnent Pshp -Smotelt Land Investment Ptshp Trustee- Vote 100 The Gollagher stmdafd
Trust
-- uruoo Pointe Development Co
lt4)(a) ofVotiog Shares in BHC
(4) (b) of Voting Shares In Sobs
tfamos of othcreomnk (lf25 ormoro vo6ng sccuritios arc held
NIA
NIA
NIA
Hennano Land Investment Ptshp 25
Kolar land Investment Pshp 25
NIA
NIA
NIA
Maas Land Investment Ptshp 25
McAdams Iand lnv=tmeni Plshp 25
Medema land lnvestme111 Ptshp 25
NIA
NIA
NIA
Slivka land Investment Plshp 25
SmoterUmd I Ptshp 25
Unkio Pointe Devdopmcot Co 25
(11 (21 Pl (a) 3 (b) 3) c) 4 (a) (4)b) Names of othelt com pan Name amp Adqross princi Occupation TJdcPositiorl TJHePositiorl TrticPosIDon of Voting of Voting [If 25 or mon voting
(if other than with Bl tc) wtth SHC with Subsidiaries with other businesses Shares In BHC Shares in Subs securities are heJd
Timothy J GaUagilet Slaquoretmy GB4 Inc SurRXgeIL GB4 lnc 251
Uoioo Polnte Bonding Venture 3 UC NIA Uoiont PoCnt lnves1ocs LLC is member
Lawraooe P Kelley NIA DirododVJCO Chaifman Oamp-edooVlce Chairman NIA 023lt))1 NIA NIA Pltullt IL PreraquoleoUCEO -0-0
standam Bank
Atampief Ko-arldt NIA DirodOlt Dirodoc NIA 0140 NIA NIA 1-fmsdak ll -
Howrd K Priess JI - deg Dirodoc Solo Pradiltgtoelt 0140 NIA NIA NapeMe IL Standard Bank
Owner White Oak Construction LlC Wh4te Oak Construction LLC 100
Robert A RoslKWt NIA Lead ndepcodeot Director oltedoc NIA D140( NIA NIA QOCago u standanl Bank
Charles E Shomo rv NIA deg Ciredor NIA 013lfI( NIA NIA Bur Ridgo IL standam Bank
Patrick J Hunt NIA _ Executive VPCFO NIA 008 NIA NIA Palos Heights IL EVPCfO standanl Bank
deg Scoltzu NIA Asst VPJAssl Asst VPAsst Secy NIA 00CXgt1 NIA NIA
Everyreen Park IL Sea-- SiandagtO Bank
STAN DARD BANCSHARES I NC AND SUBSIDIARI ES
NOTES TO CONSOLI DATED FI NANCIAL STATEMENTS (in thousands except share data)
Note 4 - Loans (Continued)
Tro uble d Debt R estructurings TOR ) (Continued)
The following table presents troubled debt restructurings by class and type of modification that occurred during the years ended December 31 2014 and 2013
AB Note Rate Restructure Reduction
2014 Construction $ $ -
Commercial real estate owner occupied 48
Residential Real Estate Consumer 218
Total $ $266
AIB Note Rate Restructure Reduction
2013 Commercial real estate non-
owner occupied $13901 $ 470 Commercial real estate
owner occupied 3073 Commercial 1758 Residential Real Estate 403
Total $13901 $5704
29
Rate Reduction
To Pay amp Advance Taxes of Funds
$ $ 706
435
$435 $ 706
Rate Reduction
To Pay amp Advance Taxes of Funds
$ $
432
$432 $
I nterest Only
Period
$
1206 345
$1551
I nterest Only
Period
$
$
Total
$706
483 1206
563 $2958
Total
$14371
3505 1758
403 $20037
STANDARD BANCSHARES I NC AND SUBSI DIARIES
NOTES TO CONSOLI DATED FINANCIAL STATEMENTS (in thousands except share data)
Note 4 - Loans (Continued)
Troubled Deb t Restru cturings (TOR) (Continued)
The following table presents loans by class modified as troubled debt restructurings for which there was a payment default within twelve months fol lowing the modification during the year ended December 3 1 2014 There were no payment defaults within twelve months following the modification during the year ended December 31 201 3
2014 Commercial
N umber of loans
1
Recorded Investment
$1 600
The troubled debt restructurings that subsequently defaulted in 2014 described above increased the allowance for credit losses by $233 during the year ended December 31 2014 In 2013 there were no troubled debt restructurings for which there was a payment default within twelve months following the modification The troubled debt restructurings resulted in $1600 of charge offs during the year ended December 31 201 4 The troubled debt restructurings did not result in any charge offs during the year ended 2013
Note 5 - Mortgage Servicing Rights
Following is a summary of the activity for mortgage servicing rights
Beginning balance Costs capitalized Accumulated amortization
Ending balance
2014 $ 2726
544 (835)
$ 2 435
2013 $ 2169
1 339 (782)
$ 2 726
2012 $ 1525
1434 (790)
$ 2 169
The aggregate fair value of mortgage servicing rights is based on fundamental analysis and the present value of expected future cash inflows In estimating fair value assumptions have been made regarding prepayment default and interest rates Mortgage servicing rights do not trade in an active market with readily observable prices The Company uses an independent third party to determine the fair value of mortgage servicing rights by estimating the fair value of the future cash flows associated with the mortgage loans being serviced Key economic assumptions used in measuring the fair value of mortgage servicing rights include but are not limited to prepayment speeds discount rates delinquencies and costs to service
A fair market estimate was completed by an independent third party in November 201 4 to determine the amount at which the asset could be exchanged in a current transaction between willing parties other than in a forced liquidation or sale Fair value was estimated based in part on the discounted future cash flows estimated to be received The evaluation used a discount rate for each pool of loan servicing rights which is intended to represent the estimated market yield and estimated cash flow for each pool of servicing rights by utilizing an assumed prepayment speed based on the characteristics of each pool No assurance can be given that the actual prepayments will conform to the prepayment speeds assumed The calculated fair value was compared to market values where possible to ascertain the reasonableness of the valuation in relation to the current market expectations
Mortgage servicing rights outstanding Estimated fair value as a percentage of loans serviced Principal value of loans serviced Estimated fair value of servicing rights outstanding
30
201 4 $ 2435
083 $394217 $ 3272
201 3 $ 2726
083 $382221 $ 3 1 72
STANDARD BANCSHARES INC AND SUBSIDIARIES
NOTES TO CONSOLI DATED FINANCIAL STATEMENTS (in thousands except share data)
Note 6 - Premises and Equipment
Major classifications of these assets are summarized as follows
Land Bank premises Furniture and equipment
Accumulated depreciation Premises and equipment - net
2014 $ 21 699
58 179 31 388
1 1 1 266 (50352)
$ 609 14
201 3 $ 2361 0
69 1 33 44467
1 3721 0 (71 428)
$ 65782
Depreciation expense amounted to $3479 $3668 and $3949 in 2014 201 3 and 2012 respectively_
The Company sold land buildings and vehicles for total proceeds of $1 824 $2 and $1 8 resulting in gross gains on sales of $49 1 $1 and $ 1 8 in the years ending December 3 1 2014 201 3 and 201 2 respectively
In December 2014 the Company signed a definitive agreement to enter into a sale-leaseback of land and buildings for two of its locations The Company designated $ 1 462 of premises as held for sale No write-down was taken at the time of transfer as the assets were anticipated to be sold at a gain In February 2015 the Company closed on a transaction a portion of the gain on sale was recognized in non-interest income The remaining gain was deferred and will be amortized into non-interest income over the lease term
Note 7 - Other Real Estate Owned
Activity in other real estate owned is summarized as followsmiddot
Beginning balance Acquired through or in lieu of foreclosure Proceeds from sales Gain (loss) on sales Write down on other real estate owned
Ending Balance
2014 $ 1 2 930
6 035 (2004)
426 ( 1 1 54)
$1 6233
2013 $1 6896
3 912 (51 35)
170 (2913)
$1 2930
201 2 $ 1 1 496
1 2 1 08 (4096)
(1 36) (2476)
$ 1 6 896
Operating expenses associated with other real estate owned net of write-downs on other real estate owned were $498 $1 96 and $976 in 2014 201 3 and 201 2 respectively
Note 8 - Intangibles
Core deposits Accumulated amortization Core deposits net
2014 2013
$ 8946 (7798)
$ 1 148
$ 8946 (7 1 05)
$ 1 841
Amortization expense amounted to $693 $789 and $885 in 2014 2013 and 20 12 respectively Core deposit intangibles are amortized over an estimated life of fifteen years
middot----- l n-201-2-the-Gompany-reGorded-a-ful l-write-down-of-$239g7-of-goodwill-as-it-was-determined-t0-be--shy
impaired_
3 1
STAN DARD BANCSHARES INC AND SUBSI DIARIES
NOTES TO CONSOLI DATED FI NANCIAL STATEMENTS (in thousands except share data)
Note 9 - Bank Owned Life Insurance
The Bank acquired life insurance policies through prior bank acquisitions and by direct purchase At December 3 1 2014 and 2013 the cash surrender value of these policies was $48470 and $47033 respectively No additional l ife insurance was purchased during 2014 or 2013
Note 10 - Deposits
Deposits at December 3 1 2014 and 2013 by major category are as follows
Demand deposits Non-interest-bearing Interest-bearing
Total demand deposits Savings deposits Time deposits Brokered deposits
Total deposits
2014
$ 612646 492 799
1 1 05445 374142 405857 1 08 1 28
$1 993 572
201 3
$ 536325 525 145
1 061 470 36341 8 427815
66 402
$1 91 9 1 05
The aggregate amount of deposits reclassified as loans (overdrafts) amounted to $2548 and $2781 at December 3 1 2014 and 201 3 respectively
Time deposits that met or exceed the FDIC insurance limit of $250 at year-end 201 4 and 2013 were $1 1 0 1 77 and $92681 respectively
At December 3 1 2014 scheduled maturities of certificates of deposit including brokered deposits are as follows
201 5 2016 2017 201 8 201 9 2020 and thereafter
$408455 65585 1 9838
9830 1 0277
$513 985
Deposits from related parties totaled $33614 and $32595 at December 31 2014 and 201 3 respectively
32
STANDARD BANCSHARES INC AND SU BSI DIARIES
NOTES TO CONSOLI DATED FINANCIAL STATEMENTS (in thousands except share data)
Note 1 1 - Advances from Federal Home Loan Bank
There were no outstanding advances with the Federal Home Loan Bank at December 3 1 201 3 The indebtedness to the Federal Home Loan Bank at December 3 1 2014 was $1 5000 consisting of the following fixed rate advances
Due Date
June 27 201 6 June 27 201 6
Total advances
I nterest Rate
057 057
2014
$1 3000 2 000
$1 5 000
Al l advances and letters of credit from the Federal Home Loan Bank (FHLB) were secured by a g eneral lien on qualifying commercial real estate residential mortgages and home equity loans of the Bank Each advance is payable at its maturity date with a prepayment penalty for fixed rate advances Letters of credit outstanding from the FHLB totaled $3872 and $41 946 at year-end 2014 and 201 3 respectively The advances and letters of credit were collateralized by $679990 of commercial real estate and mortgage loans in 2014 and $203845 of mortgage loans under a blanket lien arrangement at year-end 2013 Based on this collateral and the Companys holdings of FHLB stock the Company was eligible to borrow up to a total of $26951 3 at year-end 2014
Note 1 2 - Other I ncome
Other income consists of the following
Gain (loss) on sale of other real estate owned Gain on sale of premises and equipment Debit cardATM fees Trust feesBrokerage Fees Loan fees and commissions Cash management Bank Owned Life Insurance income Miscellaneous income
Total other income
33
2014
$ 426 491
28 1 8 2533
658 2641 1 437
921
lll 1 925
201 3 201 2
$ 1 70 $ ( 1 36) 1 1 8
2935 2829 2364 1 927
680 932 2286 2020 1 437 1 469 1 267 886
ll1 1 1 40 ll 9 945
STANDARD BANCSHARES INC AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (in thousands except share data)
Note 1 3 - Employee Benefit Plans
Profit Sharing
The Companys bank subsidiary maintains a defined contribution 401 (k) Plan Under terms of the Plan employees meeting age and service requirements may elect to have their compensation reduced and have that amount contributed to the Plan as a salary deferral contribution The Bank at its discretion may make a matching contribution to the Plan equal to a u niform percentage of the salary deferral contributions Apart from any matching contribution the Bank may also make a separate discretionary contribution to the Plan The final liability for matching contributions if any is determined after yearshyend requiring the Bank to estimate its discretionary contribution expense at year end Contribution expense recorded by the Bank amounted to approximately $ 1 1 79 $1 254 and $ 1 685 for 2014 201 3 and 201 2 respectively
Non-Qualified Plan
The Bank maintains a non-qualified deferred compensation plan for a select group of management and employees as determined by the Board of Directors Annual awards if any are based o n preshyestablished performance criteria which are communicated to eligible employees Benefits under the Plan vest after a five year period The liability under the Plan was $403 and $503 as of December 3 1 2014 and 201 3 respectively There was n o expense recorded in 2014 2013 o r 2012
Non qualified Sto ck Option Plan
Pursuant to the Capital Raise Investment Agreements on February 1 2 20 1 3 the Board of Directors of the Company adopted the Standard Bancshares Inc Stock Option Incentive Plan to be effective immediately after the Closing of the capital raise (please refer to Note 21 ) Pursuant to the Stock Option Incentive Plan the Compensation Committee of the Board of Directors of the Company is authorized to grant Incentive Stock Option awards Nonqualified Stock Option awards or a combination thereof to certain officers directors consultants or employees of the Company or any of its Subsidiaries or Affiliates aggregating up to 5402524 shares of the Companys common stock
The option price per share of stock purchasable under a stock option shall not be less than 1 00 of the fair market value of the common stock on the day of the grant Stock option vesting is based o n two components 1 ) a time vested option that vests over four years one fourth on each of the first four anniversaries from the option grant date and 2) a performance vested option that vests if there is an exit event resulting in the investor actually realizing an internal rate of return (RR) greater than or equal to 1 2 based on their original investment of $465 per share on February 22 201 3 Vesting is subject to acceleration in certain circumstances The options will expire if not exercised within 1 0 years of the
middot
date of grant and under certain other (employment) circumstances
The fair value of options granted was estimated on the date of grant using the Black Scholes optionsshypricing model using the assumptions noted in the table and commentary below The risk free rate of return is based on the constant maturity yield of a US Treasury note with a fixed rate term of 1 0 years at date of grant The volatility rate is derived from historical index values of publicly-traded commercial banks with assets between $1 and $5 billion Index values of comparably sized companies were used as a proxy because the Companys common stock is not exchange-listed and there is not an active trading market for the common stock The dividend yield assumption is based o n the Companys expected dividend payouts
34
STANDARD BANCSHARES INC AND SUBSIDIARI ES
NOTES TO CONSOLIDATED FI NANCIAL STATEMENTS (in thousands except share data)
Note 1 3 - Employee Benefit Plans (Continued)
Risk free rate of return
2014 20 1 3
275 1 97 Time remaining until expiration of the options Volatility rate
1 O years 1 0 years 1 392 1 587
Dividend yield 000 000
A summary of the activity in the non-qualified stock option plan for 2014 follows Weighted Average
Weighted Remaining Average Contractual
Number of Exercise Term Time Vested Stock Options Shares Price (in years)
2014 Outstanding at beginning of year 1 46651 5 $ 465 915
Granted 1 1 701 95 515 916 Exercised
Expired
Forfeited (23545) 494 870
Outstanding at end of year 2613 165 $ 487 860
Exercisable at end of year 366629 $ 465 815
2013 Outstanding at beginning of year $ Granted 1 466515 465 9 15 Exercised
Expired
Forfeited
Outstanding at end of year 1 465515 $ 465 9 15
Exercisable a t end o f year $
Aggregate Intrinsic Value
$ 1 1 1 8
$ 238
$ 733
$
The weighted average fair value of time vested options granted during 201 4 and 201 3 was $1 21 and $1 3 2 per option respectively
35
STANDARD BANCSHARES INC AND SUBSIDIARI ES
NOTES TO CONSOLIDATED FI NANCIAL STATEMENTS (in thousands except share data)
Note 1 3 - Employee Benefit Plans (Continued)
Performance Vested Stock Options 2014 Outstanding at beginning of year
Granted
Exercised
Expired
Forfeited
Outstanding at end of year
Exercisable at end of year
2013 Outstanding at beginning of year
Granted
Exercised
Expired
Forfeited
Outstanding at end of year
Exercisable at end of year
1 466515
1 170195
(26909)
2609801
1 465515
1 465515
$ 465
515
490
$ 487
$
$ 465
$ 465
$
91 5
91 6
864
860
g_1 5
91 5
$ 1 1 1 8
$
$ 733
$
The weighted average fair value of performance vested options granted during 201 4 and 201 3 was $040 for each year
Time Ve ste d O ption s
The Company recognized $782 and $44 I of stock-based compensation expense related to the granting of time vested stock options for the years ended December 20 14 and 2013 respectively There were no time vested options granted in 2012
As of December 3 1 201 4 there was $2 1 30 of total unrecognized compensation cost related to nonshyvestediime vested options granted underthe Plan The unrecognized cost is expected to be recognized over a weighted-average period of 26 years
Performan ce Veste d O ption s
The value of the performance vested options is a function of 1 ) the likelihood of a n Exit Event and 2) the likelihood of that Exit Event achieving the 1 2 IRR threshold These weighted average probabilities are then m ultiplied by the full value of a time vested option to derive the value of the performance options
The valuation methodology for the performance vested options involved ihree separate analysis
I Sale of control analysis 2 Initial public offering analysis 3 Remain private analysis
There was no expense recorded in 201 4 and 201 3 related to the performance vested options
There were no performance vested options granted in 201 2
36
STANDARD BANCSHARES INC AND SUBSIDIARI ES
N OTES TO CONSOLI DATED FI NANCIAL STATEMENTS (in thousands except share data)
Note 1 3 - Employee Benefit Plans (Continued)
As of December 3 1 2014 there was $1 059 of total unrecognized compensation cost related to nonshyvested performance vested options granted under the Plan The cost is expected to be recognized when it is determined that it is probable that a qualifying Exit Event will occur
Note 1 4 - Commitments
Operating Leases
The Bank leases property at various branch locations unde r terms that are considered to be an operating lease The leases expire in various years through 2020 Office rent expense was $728 $875 and $919 for 2014 2013 and 2012 respectively
Other Co mmitments
The Bank has a contract with a computer seNice company that expires in 201 6 Data processing expense was $2729 $2746 and $2424 for 201 4 201 3 and 2012 respectively
Annual future minimum payments for these agreements are as follows
Note 1 5 - Income Taxes
Year ending December 31 201 5 201 6 2017 20 1 8 201 9 2020 and thereafter
$3037 2884
394 203 1 26
1 6 $6 660
The components of the provision (benefit) for income taxes are as follows
Current Deferred Total Tax Expense (Benefit)
2014 $ 3494
7 1 62 $ 1 0656
201 3 $ 2373
3425 $ 5798
2012 $ 1 306
(6928) $ (5622)
The effective tax rate differs from the federal statutory rate primarily due to the following
Tax at statutory federal income tax rate Tax exempt interest income State income taxes net of federal benefit BOLi income Meals and entertainment Non-deductible expenses Goodwill impairment
201 4
$8483 (133) 1 5 1 6 (486)
77 76
Stock settled rights expense 639
201 3 $ 4750
(82) 766
(486) 84
1 02
2012 $(1 2371 )
(1 08) (866) (500)
79 80
8 1 55
O th enet--=====48=====664=--====(-l --
$1 0656 $ 5798 $ (5622)
37
STANDARD BANCSHARES INC AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (in thousands except share data)
Note 1 5 - Income Taxes (Continued)
The net deferred tax asset included at December 31 2014 and 2013 consists of the following
2014 201 3 Gross deferred tax assets
Allowance for loan losses $19212 $23305 Other real estate owned 2866 49 1 6 Non-accrual loan interest 4064 3 991 State net operating loss 1 835 2358 Accrued compensation 1 938 1 471 Depreciation 1 387 1 412 FNMA amp FHLMC preferred stock 1 270 1 270 Other assets 271 434
Total gross deferred tax assets $32843 $39 157
Gross deferred tax liabilities Purchase accounting adjustments $ 1 069 $ 1 282 Mortgage servicing rights 946 1 060 Unrealized gainloss on AFS securities 1 1 9 692 Other liabilities 1 306 1 31
Total gross deferred tax liabilities $ 3440 $ 3 165
Net deferred tax asset $29403 $35992
At December 31 2014 the Company has $33929 of Illinois net operating loss carryforwards expiring in 2025 and $2330 Indiana net operating Joss expiring in 2025 and 2026 which will be available to reduce future taxable income
The Company does not expect the total amount of unrecognized tax benefrts to significantly change in the next twelve months The Company recognized no interest andor penalties related to tax matters in tax expense
The Company and its subsidiaries are subject to US federal income tax as well as income tax of the state of Illinois and Indiana The Company is no longer subject to examination by taxing authorities for years before 201 0
3 8
STAN DARD BANCSHARES INC AND SUBSIDIARIES
NOTES TO CONSOLI DATED FI NANCIAL STATEMENTS (in thousands except share data)
Note 1 6 - Contingent Liabilities and Commitments
The Company does not reflect in its financial statements various commitments and contingent liabilities which arise in the normal course of business and which involve elements of credit risk interest rate risk and liquidity risk These commitments and contingent liabilities are commitments to extend credit commercial letters of credit and standby letters of credit A summary of the Banks commitments and contingent liabilities at December 31 is as follows
Commitments to extend credit under Unused commercial and other lines of credit Unused equity lines of credit Standby letters of credit
2014 201 3
$262907 46 125 42041
$234893 52905 40284
Commitments to extend credit commercial letters of credit and standby letters of credit a l l include exposure to some credit loss in the event of nonperformance of the customer The Banks credit policies and procedures for credit commitments and financial guarantees are the same as those for extension of credit that are recorded on the consolidated balance sheet Because these instruments have fixed maturity dates and because many of them expire without being drawn upon they do not generally present any significant liquidity risk to the Bank The Bank has not incurred any significant losses on its commitments in either 2014 201 3 or 2012
The Bank is party to litigation and claims arising in the normal course of business Management after consultation with legal counsel believes that the liabilities if any arising from such litigation and claims will not be material to the Companys consolidated financial position
Note 1 7 - Derivatives
D erivative contracts entered into by the Company are limited to those that are treated as non-designated derivative instruments The Company provides customers with interest rate swap transactions and offsets the transactions with interest rate swap transactions with inter-bank dealer counterparties as a means of offering risk management solutions to customers As ofDecember 3 1 2014 there were $6006 outstanding in notional values of swaps where the Company pays a variable rate of interest and the customer pays a fixed rate of interest This position is offset with counterparty contracts where the Company pays a fixed rate of interest and receives a floating rate of interest The estimated fair value of interest rate swaps was recorded as an asset of $207 and as a liability of $214 as of December 31 2014 Swaps with customers and inter-bank dealer counterparties are carried at fair value with adjustments recorded in other income The net effect of fai r value adjustments running through the income statement was immaterial during the year ended December 31 2014 There were no interest rate swap derivatives as of December 3 1 2013
3 9
STANDARD BANCSHARES I NC AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (in thousands except share data)
Note 1 8 - Financial I nstruments Fair Value Disclosure
The fair value measurement accounting Hterature establishes a fair value hierarchy which requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value The standard describes three levels of inputs that may be used to measure fair value
1 Level 1 - Unadjusted quoted mariltet prices in active markets that are accessible at the measurement date for identical unrestricted assets
2 Level 2 - Significant other observable inputs other than Level 1 prices such as quoted market prices for similar assets and liabilities quoted prices in markets that are not active or other inputs that a re observable or can be corroborated by observable market data
3 Level 3 - Signlficant unobservable inputs that reflect a reporting entitys own assumptions about the assumptions that mariltet participants would use in pricing an asset o r liability
A financial instruments level within the fair value hierarchy is based on the lowest level of input that is significant to the fair value measurement
Fair values of assets measured on a recurring basis at December 3 1 2014 and 2013 are as follows
De ce mbe r31 2014 Financial Assets
Securities available-for-sale US government sponsored entities and agencies Mortgage-backed securities - residential Equity securities
Total securities available-for-sale
Derivatives
Financial Liabilities
Derivatives
De ce mbe r 31 2013 Financial Assets Securities available-for-sale
US government sponsored entities and agencies Mortgage-backed secu rities - residential Equity securities
Total securities available-for-sale
Fair Value
$1 46307 3668 4 41 9
$1 54 394
$ 207
$ 214
$ 1 24431 1 2203
2 954 $ 1 39 588
Fair Value Measurements Usin1 Quoted Significant P rices Other
in Active Observable Markets Inputs (Level 1 ) (Level 2)
$
392 $ 392
$ -
$ -
$
$1 46307 3668 4 027
$1 54 002
$ 207
$ 2 1 4
$ 1 24431 12203 1 984
$1 38 61 8
Significant Unobservable
Inputs (Level 3)
$
$
$
$
$
$
As of December 31 2014 and 2013 there were no transfers between levels
40
STANDARD BANCSHARES I NC AND SUBSI DIARIES
NOTES TO CONSOLI DATED FI NANCIAL STATEMENTS (in thousands except share data)
Note 1 8 - Financial I nstruments Fair Value Disclosure (Continued)
The fair values of marketable equity securities available-for-sale are generally determined by quoted market prices in active markets for each specific security (Level 1 measurement inputs) If Level 1 measurement inputs are not available for a marketable equity security the fair value is determined by the quoted market price of a similar security traded in an active market (Level 2 measurement inputs)
The fair values of debt securities available-for-sale are generally determined by matrix pricing which is a mathematical technique widely used in the industry to value debt securities without relying exclusively on quoted market prices for the specific securities b ut rather by relying on the securities relationship to other benchmark quoted securities (Level 2 measurement inputs)
Derivative s
The fair value of derivatives are based o n valuation models using observable market data a s of the measurement date (Level 2) Our derivatives are traded in an over-the-counter market where quoted market prices are not always available Therefore the fair values of derivatives are detenmined using quantitative models that utilized multiple market inputs The inputs will vary based on type of derivative but could include interest rates prices and indices to generate continuous yield or pricing curves prepayment rates and volatility factors to value the position The majority of market inputs are actively quoted and can be validated through external sources including brokers market transactions and thirdshyparty pricing services
Fair values of assets measured on a nonrecurring basis are as follows
Oe ce mbe r31 2014 Other real estate owned net Impaired loans Loans held for sale Mortgage servicing rights
De ce mbe r 31 2013 Other real estate owned net Impaired loans Loans held for sale Mortgage servicing rights
Fair Value
$ 1 6233 41 895
8274 2435
$12 930 54 1 62
5408 2726
Fair Value Measurements Using Quoted Significant Prices Other
in Active Observable Markets Inputs (Level 1 ) (Level 2)
$ $
8274
$ - $
5408
Significant Unobservable
Inputs (Level 3)
$ 1 6233 41 895
2435
$1 2930 541 62
2726
Other real estate owned are initially recorded at fair value less costs to sell when acquired and are subsequently measured at the lower of cost or fair value less estimated costs to sell Fair values are based on third party appraisals of the property or internal valuations on smaller properties using comparable market data and various external resources resulting in a level 3 classification When the carrying value exceeds the fair value less costs to sell an impairment loss is recognized
The fair value of impaired loans secured by real estate with specific allocations of the allowance for loan --------- 1osses-is-generally-based-on--recent-real-estate-appraisals-or-internal-valuations-on-smaller-prnperties--shy
using comparable market data and various external resources These appraisals may utilize a single
41
STANDARD BANCSHARES INC AND SUBSI DIARIES
NOTES TO CONSOLI DATED FI NANCIAL STATEMENTS (in thousands except share data)
Note 1 8 - Financial Instruments Fair Value Disclosure (Continued)
valuation approach or a combination of approaches including comparable sales and the income approach resulting in a level 3 classification
Loans held for sale are carried at the lower of cost or fair value which is evaluated on a pool-level basis The fair value of loans held for sale is determined using quoted prices for similar assets adjusted for specific attributes of that loan or other observable market data such as outstanding commitments from third party investors resulting in a level 2 classification
The Company records its mortgage servicing rights at fair value and includes them in other assets in the Consolidated Balance Sheets Mortgage servicing rights do not trade in an active market with readily observable prices Fair value is based on market process for comparable mortgage servicing contracts when available or alternatively is based on a valuation model that calculates the present value of estimated future net servicing income Key economic assumptions used in measuring fair value of mortgage servicing rights at December 31 2014 included prepayment speeds maturities and discount rates While market based data is used to determine the assumptions the Company incorporates its own estimates of the assumptions market participants would use in determining the fair value of mortgage servicing rights which results in a level 3 classification
De cembe r 31 2014 Assets Cash and cash equivalents Securities held-to-maturity Securities available-for-sale Loans - net Loans held for sale Federal Home Loan Bank stock at cost Accrued interest receivable Derivatives
Liabilities
Deposits Federal Home Loan Bank advances Accrued interest payable Derivatives
De ce mbe r 31 2013 Assets
Cash and cash equivalents Securities held-to-maturity Securities available-for-sale Loans - net Loans held for sale Federal Home Loan Bank stock at cost Accrued interest receivable
Liabi lities Deposits Accrued interest payable
42
Carrying Value
$ 1 99476 3888
1 54394 1 744331
8274 3247 59 1 9
207
$ 1 993572 1 5000
265 214
$ 234 1 83 1 762
1 39588 1 61 9995
5408 3 143 5 576
$1 91 9 1 05 286
Fair Value
$ 1 99476 3 564
1 54394 1 798279
8274 3247 591 9
207
$1 992796 1 4984
265 214
$ 234 1 83 1 41 5
1 39588 1 679668
5408 3 143 5576
$ 1 920335 286
STANDARD BANCSHARES I NC AND SUBSI DIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (in thousands except share data)
Note 1 8 - Financial I nstruments Fair Value Disclosure (Continued)
In estimating the fair value of certain assets and liabilities not previously presented the following assumptions were made
Cash and Cash Equivalents
The carrying amounts of cash and equivalents reported in the balance sheet approximate fair value
Securities
Estimated fair values of securities are based on one of three models 1 ) quoted market prices where available 2) quoted market prices for similar instruments if quoted market p rices are not available 3) unobservable data that represents the Banks assumptions about items that market participants would consider in determining the fair value where no market data is available
L oans
Fair values of loans excluding loans held for sale are estimated as follows For variable rate loans that re-price frequently and with no significant change in credit risk fair values are based on carrying values Fair values for other loans are estimated using discounted cash flow analyses using interest rates currently being offered for loans with similar terms to borrowers of similar credit quality to calculate the present value of future contractual principal and interest cash flows and discounting them back to the present using a discount rate Impaired loans are valued at the lower of cost or fair value as described previously The methods utilized to estimate the fair value of loans do not necessarily represent an exit price
The fair value of loans held for sale is estimated based upon binding contracts and quotes from third party investors
Federal Home Loan Bank (FHLB) Stock
The carrying amounts reported in the balance sheet approximate fair value
Accrued Interest Receivable I Payable
The carrying amounts reported in the balance sheet approximate fair value
Deposits
The fair values disclosed for demand deposits (eg interest and non-interest checking passbook savings and certain types of money market accounts) are by definition equal to the amount payable on demand at the reporting date (ie their carrying amount) The carrying amounts of variable rate fixed-term money market accounts and certificates of deposit approximate their fair values at the reporting Fair values for fixed rate certificates of deposit are estimated using a discounted cash flows calculation that applies interest rates currently being offered on certificates to a schedule of aggregated expected monthly maturities on time deposits
Federal Home Loan Bank Advances
The fair value of Federal Home Loan Bank advances is estimated using discounted cash flow analyses --------based-on-the-currentborrowing-rate-of-similartypes-of-advances
43
STANDARD BANCSHARES I NC AND SUBSIDIARI ES
NOTES TO CONSOLI DATED FINANCIAL STATEMENTS (in thousands except share data)
Note 1 8 - Financial I nstruments Fair Value Disclosure (Continued)
Off-balance sh eet in strum ents
Fair asset andor liability value of off-balance sheet financial instruments as described in Note 1 6 may be estimated by applying fees currently charged for comparable commitments Based upon the qual ity of these commitments and their demand in the financial market it has been assumed that there is no material difference in the estimated fair value
Note 1 9 - TARP Capital Purchase Program
On April 24 2009 the Company entered into a Letter Agreement with the United States Department of Treasury (the Treasury) pursuant to which the Company sold to the Treasury 6000 shares of the Companys Fixed Rate Cumulative Perpetual P referred Stock Series A for $60 million and a warrant to acquire $3 million of Fixed Rate Cumulative Perpetual P referred Stock Series B for a nominal exercise price Immediately upon consummation of the closing the Treasury exercised the warrant and acquired the Series B Preferred Stock The Preferred Stock Series A qualified as Tier 1 capital and paid cumulative dividends q uarterly at a rate of 5 per annum The P referred Stock Series B qualified as Tier 1 capital and paid cumulative dividends quarterly at a rate of 9 per annum The difference between the initial carrying value that was allocated to the Series B Preferred Stock and its redemption value of $3 million will be charged to retained earnings (with a corresponding increase in the carrying value of the Series B Preferred Stock) over the first five years of the contract as an adjustment to the dividend yield using the level yield method During 201 1 the Company elected to suspend dividend payments For the year ended December 31 2012 total dividends of $3462 had been declared but not paid On February 22 201 3 1 3548387 of common shares were issued to the US Treasury in exchange for the $60 million and $3 million of Fixed Rate Cumulative Preferred Stock Series A and Series B respectively The Treasury subsequently sold those shares to institutional investors at $465 per share In addition the Company paid $6 million of dividends to the Treasury which included 1 00 of past due dividends and dividends due through February 22 2013
Note 20 - Regulatory Matters
The Companys primary source of cash is dividends received from its subsidiary bank The subsidiary bank is subject to certain restrictions on the amount of dividends that it may declare without prior regulatory approva L In addition the dividends declared cannot be in excess of the amount which would cause the subsidiary bank to fall below the minimum required for capital adequacy purposes
Banks and bank holding companies are subject to regulatory capital requirements administered by federal banking agencies Capital adequacy guidelines and additionally for banks prompt corrective action regulations involve quantitative measures of assets liabilities and certain off-balance-sheet items calculated under reg ulatory accounting practices Capital amounts and classifications are also subject to qualitative judgments by regulators Failure to meet capital requirements can initiate regulatory action Management believes as of December 3 1 2014 the Company and Bank meet al l capital adequacy requirements to which they are subject
Prompt corrective action regulations provide five classifications well capitalized adequately capitalized undercapitalized significantly u ndercapitalized and critically undercapitaized although these terms are not used to represent overall financial condition If adequately capitalized regu latory approval is required to accept brokered deposits If undercapitalized capital distributions are limited as is asset growth and expansion and capital restoration p lans are required At year-end 201 4 and 2013 the most recent reg ulatory notifications categorized the Bank as well capitalized under the regulatory framework for prompt corrective action There are no conditions or events since that notification that management believes have changed the institutions category
44
STAN DARD BANCSHARES I NC AND SUBSI DIARI ES
NOTES TO CONSOLIDATED FI NANCIAL STATEMENTS (in thousands except share data)
Note 20 - Regulatory Matters (Continued)
The Banks actual and required capital amounts and ratios are as follows
To Be Well Capitalized U nder
For Capital Prompt Corrective Actual Adeguac[ Puqoses Action Provisions
Amount Ratio Amount Ratio Amount Ratio As of December 31 2014 Total Capital
(to risk-based assets) Company $271 785 143 $ 152226 80 NA NA Bank 269993 1 42 1 52229 80 $1 90286 1 00
Tier I Capital (to risk-based assets) Company 247887 1 30 76 1 1 3 40 NA NA Bank 246093 129 761 14 40 1 14 171 60
Tier I Capital (to average assets) Company 247887 1 08 92 1 26 240 NA NA Bank 246 093 1 07 92 1 09 240 1 1 5 1 36 2 5 0
As of December 31 2013 Total Capital
(to risk-based assets) Company $246213 1 38 $142344 280 NA NA Bank 244607 1 38 1 42 170 280 $ 1 77713 2100
Tier I Capital (to risk-based assets) Company 223444 126 71 1 72 240 NA NIA Bank 221 838 1 25 71 085 240 1 06628 2 60
Tier I Capital (to average assets) Company 223444 1 03 86430 240 NIA NA Bank 221 838 1 03 86450 240 1 08 063 2 50
45
STANDARD BANCSHARES INC AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (in thousands except share data)
Note 21 - Capital Management
The overall objectives of the Companys capital management are to have the availability of sufficient capital to support loan deposit and other asset and liability g rowth and to maintain capital to absorb unforeseen losses or write-downs that are inherent in the business risk associated within the banking industry The Company seeks to balance the need for higher capital levels to address growth and unforeseen risks and the goal to achieve an adequate return on capital invested
In July 201 3 the federal banking agencies issued a final rule revising the regulatory capital rules applicable to most national banks and federal savings associations as well as their holding companies generally beginning on January 1 201 5 The rule implements the Basel Committees December 201 O framework known as Basel I l l for strengthening the international capital standards as wel l as certain p rovisions of the Dodd-Frank Act The final ru le implements a revised definition of regu latory capita l a new common equity Tier 1 minimum capital requirement of 450 and a higher minimum Tier 1 capital requirement of 600 (which is an increase from 400) Under the final rule the total capital ratio remains at 800 and the minimum leverage ratio is 400
Additionally under the final rule in order to avoid l imitations on capital distributions including dividend payments and certain discretionary bonus payments to executive officers a banking organization must hold a 25 capital conservation buffer composed of common equity Tier 1 capital above its minimum risk-based capital requirements The b uffer is measured relative to risk-weighted assets The final rule also enhances risk sensitivity and addresses weaknesses identified by the regulators over recent years with the measure of risk-weighted assets
The new minimum capital requirements will b e effective for the Company on January 1 201 5 whereas the capital conservation buffer and the deductions from common equity Tier 1 capital phase in over time beginning on January 1 201 6
Capital Raise
On February 22 201 3 Standard Bancshares Inc completed its recapitalization by issuing 29864795 shares of common stock at $465 per share for gross proceeds of $ 1 389 million 1 3 548387 of the common shares were issued to the US Treasury (the Treasury) in exchange for the $63 million of Fixed Rate Cumulative Preferred Shares Series A and B The Treasury subsequently sold those shares to I nstitutional Investors at $465 per share An additional 16 316408 of common shares were issued to Institutional Investors and private investors Of the aggregate 29864795 common shares issued 1 9430750 are voting shares and 1 0434045 are mm-voting shares
In conjunction with the recapitalization the Articles of Incorporation of the Company were amended to authorize 20000000 shares of preferred stock at $001 par value No preferred stock has been issued as of December 31 2014
Sto ck Settled Rights (SSRs)
On February 22 201 3 in connection with the recapitalization of the Company the Board of Directors distributed as a dividend in kind 7293407 Stock Settled Rights (SSRs) to the holders of the Common Stock as of the Record Date (November 5 2012) The number of SSRs issued is equal to the product of (i) 03888 and (ii) 18757921 the number Common Shares outstanding as of the Record Date The estimated fair value of the SSRs completed by an independent third party as of September 30 2014 and February 22 201 3 was determined to be approximately $026 per SSR or $1 880 and approximately $021 per SSR or $1 532 respectively Expense recorded related to the SSRs was $1 880 in 2014 No expense was recorded in 201 3
46
STANDARD BANCSHARES INC AND SUBSI DIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (in thousands except share data)
Note 21 - Capital Management (Continued)
Stock Settled Rights (SSRs) (Continued)
The SSRs are structured as common stock dividends to be paid to certain common shareholders of the Company under specific conditions The amount of common stock to be distributed is determined by a formula that considers among other things the value of the outstanding common stock at the Settlement Date Settlement Date is defined as the earlier of (i) the date a liquidity event (an I POrecapitalization or a sale of control) occurs during the term of the SSRs and (ii) the SSR Expiration Date (February 22 201 8) The SSRs will be exercised based on the value of the common shares at that time subject to the Settlement Rate formula
The Accretion Rate is a component of the Settlement Rate It is either an middotannual rate of 80 or 120 with the value determined by the cum ulative economic losses that occur in the loan portfolio from June 30 201 1 to the time the SSRs are settled
On the Settlement Date the Company shall determine the number of shares of Common Stock issuable upon the settlement of an SSR The Settlement Rate shall be calculated based on a formula that considers among other factors the value per share of the common stock on a fully diluted basis reduced by the accretion rate with that number divided by the value per share of common stock on a fully diluted basis
If the Settlement Rate is greater than zero the Company shall issue and deliver to each of the SSR Holders a number of shares of Common Stock equal to the product of (i) the Settlement Rate multiplied by (ii) the number of SSRs held by such H older as reflected in the SSR register as of the close of business on the last Business Day prior to such Settlement Date
In connection with the occurrence of a Liquidity Event on or prior to the Expiration Date the Board of Directors may at its option and in its sole discretion order the redemption and the Company may redeem the SSRs in whole or in part at the redemption price per SSR based on a formula that considers the price per share of Common Stock at which the Company is valued on a fully diluted basis in connection with such Liquidity Event as determined in good faith by the Independent Committee plus a l l cash dividends paid oil the common stock from the date of issuance of the SSRs less $465 accreting on a daily basis at the Accretion Rate
The Company hired an independent third party firm to value the SSRs The following variables were taken into consideration when deriving a value for the SS Rs
1 ) The probability of a liquidity event (sale of control or PO) during the term of the SS Rs 2) The Accretion Rate assigned to the Settlement Rate of the SSRs 3) The estimated value of the Companys common stock at the earlier of a) a liquidity event or b)
the SSR Expiration Date (February 22 201 8) 4) The type of liquidity event that might occur 5) Future value parameters including a) tangible common book value b) earnings and c) market
conditions
The valuation of the common shares at the Settlement Date will depend on the Companys financial condition and the market pricing of financial institution stock both on a stand-alone basis and on a sale of control basis at that time
47
STANDARD BANCSHARES I NC AND SUBSIDIARI ES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (in thousands except share data)
Note 22 - Condensed Financial Statements
The Company was incorporated in I l linois on February 23 1 982 The Company accounts for its investment in subsidiaries under the equity method Under this method the investment is recorded at cost adjusted for the subsidiaries undistributed net income (loss) Presented below are the condensed financial statements of Standard Bancshares I nc (Parent Company Only)
Assets Cash Investment in subsidiaries Other assets
Total assets
CONDENSED BALANCE SH EETS DECEMBER 31 2014 AND 2013
Liabilities and shareholders equity Other liabilities Total stockholders equity
Total liabilities amp stockholders equity
2014 $ 4 163
264242 328
$268733
$ 2685 266048
$268733
CON DENSED STATEMENTS O F I N COME YEARS ENDED D ECEMBER 31 201 4 201 3 AND 201 2
2014 I ncome
Other income $
Expenses 2909 Loss before income taxes and equity in undistributed
earnings of subsidiaries (2909) Income tax benefit 88
Loss before equity in undistributed earnings of subsidiaries (2821)
Equity in undistributed earnings (loss) of subsidiaries 1 7 1 1 5
Net income (loss) 1 4294 Preferred dividends and discount accretion on preferred shares
Net income (loss) applicable to common shareholders $1 4294
48
201 3 $ 2 1 95
248 090 1 944
$252229
$ 322 251 907
$252229
201 3 201 2
$ $ 1
1 747 8539
(1 747) (8538) 291 1 0 1 7
(1 456) (7521) 9 629 (23241) 8 173 (30762) 1 1 24 4090
$ 7049 $(34852)
STAN DARD BANCSHARES INC AND SUBSIDIARIES
NOTES TO CONSOLIDATED FI NANCIAL STATEMENTS (in thousands except share data)
Note 22 - Condensed Financial Statements (Continued)
CONDENSE D STATEMENTS OF CASH FLOWS YEARS ENDED DECEMBER 31 2014 201 3 AND 201 2
Cash flows from operating activities Net income (loss)
Adjustments Equity in undistributed net (income) loss of subsidiaries Amortization Stock based compensation expense ( Increase) decrease in other assets Increase (decrease) in other liabilities
Net cash provided by (used in) operating activities Cash flows from financing activities
Issuance of common stock net of issuance costs Capital contribution to Standard Bank Repayment of note payable Cash Dividends
N et cash provided by financing activities
Net increase (decrease) in cash
Cash - beginning of year
Cash - end of year middot
Supplemental schedule of non-cash financing activities Change in par value on common stock Exchange of preferred stock to common stock
49
2014
$ 1 4294
( 17 1 1 5) 28
782 1 616 2363 1 968
1 968
2 1 95
$ 4 163
$ $
201 3
$ 8 1 73
(9629) 29
441 1 872
(4273) (3387)
68598 (41 500) ( 16 1 00)
(6026) 4972
1 585
6 1 0
$ 2 1 95
$ 4277 $63000
201 2
$(30762)
23241 6 1 67
( 1908) 2 043
( 1 2 1 9)
( 1 2 1 9)
1 829
$ 6 1 0
$ $
FORM FR Y-6
STANDARD BANCSHARES INC
Hickory Hills Illinois Year Ending Dccember31 2014
REPORT ITEM
1 The BHC Is not registered with the SEC Coples of the Annual Report Nil be sent undersepirate cover when completed
2a Organization Chart fo Standard BallCShares Inc
I THE BOULEVARD INC
SL John Indiana 100
JnCQrporated in Indiana
2b Branch Verification
STANDARD BANCSHARES INC Hickory Hills Illinois Jncorporateltl In Illinois
STANDARD BANKAND TRUST COMPANY Hickory Hills llllnois
Incorporated In lllnols 100
I STANDARD REDEVELOPMENT INC
Hickory Hills Illinois 100
Incorporated in Illinois
(Not subject to Y-10 reporting ) Code 91 CE - Liquidation Of debts previously contracted
The branch and lax-kl flStings were emailed to branch revieW on 223115
3 (1) As ofyear-end
Name and Address
Trident SBI Holdings lP Greeffilidl CT
Robert E Gallagher Sr Trust John D Gallagher Trustee Palos Heights IL
The Gallagher Standard Bancshares TR Timolhy J GaJagheuror Trustee Hickory Hitls IL
Pantheon Standard LP San Francisco CA
CohesVe Capital Parners LP New York NY W Capital Partners II LP NewYork NY
Couritrlt of Citizenship or lncorooratlon Number and Percentage Of Voting Serurtties
USA 5662194- 1483
USA 5516086 - 1444
USA 4382666 - 1 t47
USA 3762128-985
USA 2 150537 - S63
USA 2 150537 - 563
Note llle shares in the Robert E Gallagher Sr Tr are voted on by John D Gallagher Director of Standard Bank Tue shares Jn the Gallager Standard Bancshares Tr are voted on by Timolhy J Gallagher Director of Standard Bank
3 (2) OtherSharehofors oat listed in Section 3 (1) above that held more than 5 during the year
None
Resuhs A Ilse of branches forvour holdln1 company STANDARD 8ANCSHARES INC (1245590) or HICKORY HILLS IL
The d1ta are n of 12312014 Data re II Kb information tlat wu received aod processed throuah 01072015
Rconcill1Uon and Vc1Uon St I DI 1 In the DIH Action column of each br111Ch row enter one or mort of the actioru specified below
2 If required enter the date In the Ettcttve Olte column
-OK tf the bnch Information s correct enter OK in the Oita AdJon column
Chi nee If the bndl Information Is Incorrect Of Incomplete revt the data enter Chance In the Dita Action column ind the d11te when this infOfmation first became v1lid In the Effective Ote column
am If a bnch listed was sold or clowd enterOose In tht Dita Action column and the s1e or dosured11te In the EtfectW Olte colurm
Olete If a bru1eh listed wu never owntd by this depository Institution enter Delete In the Oeta Acckgtn column
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bull FDtC UNINUM Office Number and ID_RSSO co1unvu ara for reference only Verification of these values is not required
- - 8nch Suvlce Type Branch 10 RSSO ia- terNeme Street Address City
ok FuUServltefHud Officel 19730 STAN OARD BANK ANO TRUST COMPANY 7800 WEST 9STH STREET HICKORY HILLS
ok Full Service 3202168 BOLINGBROOK BRANCH 282 NORTH WEBER ROAD BOLINGBROOK
ok Limited Strvce 4126065 CALUMET CITY 1968 SIBLEY BOULEVARD CALUMET CITY
FullSetvke 3309928 CLARK STREET 8RANOi 3747 NORnt CLARK STREET atlCAGO
ok FullServiett 474339 EWING BRANOf 10635 SOUTH EWING AVENUE CHICAGO
ok Full Servtce 2079925 HEGWISCH BRANCH 13336 SOUTH BALTIMORE AVENUE CHICAGO
ok limited Se-rvke 20817)5 SOUnt DERRING FACILITY 10535 SOVTH TORRENCE AVENUE CHICAGO
Full Service 4099271 THOREK BRANOi 836 WEST IRVING PARK ROAD OUCAGO
ok Full Service 2121280 COAL CITY BRANot 20 SOUTH KANKAKEE COAlCITY
full Service 2809038 EVERGREEN PARK BRANCH 2400 WEST 95TH STREET EVUtGREEN PARK
ok Full Service 3188909 FRANKFORT BRANCH 19997 LA GRANGE ROAD FRANKFORT
Full5etvice 810436 CiARONERBRANCJ1 118 DEPOT STREET GARDNER
ok FultSrvlct 3188897 JOLIET ampRANCJ1 2398 ESSINGTON ROAO JOLIET
Full Service 3439553 LOClCPORT BRANCH 16545 WEST 159TH STREET LOCKPORT
ok Full Service 290931 LYONSlST AVENUE BRANCH 8601 OGDEN AVENUE LYONS
ok Full Service 3671504 MINOOKA BRANCH 515 WESTUS ROUTE 6 MINOOKA
ok LlmltcServfce 2111338 MOAAIS LISBON BRANCH 1433 USBON STREET MORRIS
ok Full Servkt 2809010 MORRIS ROUTE 6 BRANCH 1111 WEST US ROUTpound 6 MORRIS
Ful1 Servlct 2809047 NAPERVILLE BRANCH 1607 NORTH AURORA ROAD NAPERVILLE
ok full 5ervfce 2809056 NEW LENOX BRANCH 456 NELSON ROAD NEW LENOX
Full sMce 2103129 OAK FOREST BRANOf 15901 SOUTH CENTRAL AVENUE OAX FOREST
ok Full SeMct 3490255 OAK LAWN lllTH BRANOf 4700 WEST 111TH STREET OAK LAWN
ok Full Sfrvlce 2096717 OAK LAWN 95TH BRANCH 4001 WEST 95TH STREET OAK LAWN
ok Full Service 2295538 ORLAND PARK BRANCH lSCXJO SOUTH WOLF ROAD ORLAND PARt
State VpCode
IL 60457
IL 60440
IL 60409
IL E06H
IL 00617
IL 0063
IL 00617
IL 60613
IL 60416
IL 60805
IL 6042
IL 60424
IL 60435
IL 60441
IL 60534
I L 60447
IL 60450
IL 60450
IL 60563
IL 60451
IL 60452
IL 60453
IL 60453
IL 60467
County CawN FDICUNINUM Offb Numberbull Haad otfice Head Office 10 RSSD Comments
COOK UNITEO STATES 10748 0 STANOARO BANK ANO TRUST COMPANY 19730
Will UN ITED STATES 419532 34 STANDARD BANK ANO TRUST COMPANY 19730
COOK UNITED STATES 510611 44 STANDARD BANK AND TRUST COMPANY 19730
COOK UNITpound0 STATES 429662 35 STANDARD BANK ANO TRUST COMPANY 19730
COOK UNITED STATES 12089 18 STANDARD BANK AND TRUST COMPANY 73ltgt
COOK UNITED STATES 244100 20 STANDARD BANK ANO TRUST COMPANY 19730
COOK UNITED STATES 244099 19 STANDARD BANK ANO TRUST COMPANY 19730
COOK UNITED STATpoundS 510612 4S STANDARD BANKANDTRUSTCOMPANV 1973ltgt
GRUNDY UNITED STATES 263852 17 STANDARD SANK AND TRUST COMPANY 730
COOK UNITED STATES 13875 4 STAN OARD BANK AND TRUST COMPANY 19730
Will UNITED STATES 357237 15 STAN OARD BANK AND TRUST COMPANY 19730
GRUNDY UNITED STATES 7234 1 STAN DARO BANK ANO TRUST COMPANY 19730
Will UNITED STATES 238ASA 13 STANDARD BANK ANO TRUST COMPANY 19730
Will UNlTEO STATES 450324 38 STAN OARD BANK AND TRUST COMPANY 19730
COOK UNITED STATES 10912 22 STANDARD BANK ANO TRUST COMPANY 19730
GRUNDY UNITED STATES 465426 42 STANDARD BANK AND TRUST COMPANY 1973ltgt
GRUNDY UNITED STATES 266774 16 STANDARD BANK ANO TRUST COMPANY 1730
GRUNDY UNITED STATES 2243S6 10 STANDARD BANK AND TRUST COMPANY 19730
OU PAGE UNITED STATES 238451 6 STANDARD BANK ANO TRUST COMPANY 19730
Will UNITED STATpoundS 238452 11 STAN OARD BANK ANO TRUST COMPANY 19730
COOK UNTED STATES 244101 21 STANDARD BANK AND TRUST COMPANY 19730
COOK UNITED STATES 441863 36 STANDARD BANK AND TRUST COMPANY 19730
COOK UNITED STATES 238447 1 STANDARD BANK AND TRUST COMPANY 19730
COOK UNITED STATES 238450 5 STANDARD BANt AND TRUST COMPANY 19730
ok Fullrvke 2100379 PALOS 11HH BfANOl 11901 SOUTHWEST HIGHWAY PALOSPARIC ll 00464 COOK UNITED STATES 238448 2 STAN DARO BANK AND TRUST COMPANY 19730
ok rulSltVice 2427544 PALOS lllST BRANCH 9700WEST lllST STREET PALOS PARK ll 00464 COOK UNlTEOSTATES 238449 3 STAN DARO BANK AND TRUST COMPANY 19730
ot llmtedSrvke 3490273 NORTH RIVERSIDE BRANCH BJSOWEST CERMAK ROAD RlvtRSlDE ll COOK UNITED STATES 441864 37 STANDARD BANK AND TRUST COMPANY 19730
ot FuLServke 3202171 SHOREWOOD BRANOl 970 BROOK FOREST AVENUE SHOREWOOD It - t UNITED STATES 419531 33 STANDARD BANICANDTRUSTCOMPANY 19730
ok FulSrvlee 3188918 VILLA PARK BfWIOi 1 WESrRoostVrlTROAD VlltAPARIC It 50181 OUPAGE UNITED STATES 238455 14 STANDARDBANKANDTRUSTCOMPANY 19730
ok FulSrvke WllMINGTON BRANCH lOOSSOUTH WATER STREET WILMINGTON It 004 lt UNITED STATES 238453 12 STANDARD BANK AND TRUST COMPANY 19730
ok Fulfrvk 3197031 CHESTERTON BRANCH middot 755 JNDIAN BOUNDARY ROAD OIESTERTON IN PORTER UNITEDSTAlES 275664 32 STANDARD BANK AND TRUST COMPANY 19730
ok ruUrvic 2161D17 EASTCHCAGO BRANCH 4518 lNOANAPOUS BOULEVARD EAST CHICAGO IN 46312 lAKE UNITEDSTAlES 29 STANDARDSANKANDTRUSTCOMPANY 19730
ok Fulrvk 4913n HAMMOND BRANCH 1007 CALUMET AVENUE HAMMOND IN 46324 AKE UNITEDSTAlES 42227 30 STANDARD BANK AND TRUST COMPANY 19730
Fulrvlc 2161D3S HIGHtAND BRANCH 2930 RIDGE ROAD HIGHLAND IN 46322 UNITEOSTAlES 275659 27 STANDARD BANK AND lRUST COMP AN I 19730
ot Futtsrvke 2161044 LOWHl BRANCH 2090 EAST COMMERICALAVENUE LOWELL IN 463Sfgt21r AKE ONITEDSTAlES 275661 28 STANDARD BANK ANDTRUSTCOMPANI 19730
ok Full Srvlce 3439562 MERRlllVlllE BRANCH 579WESTUNCOlN HIGHWAY MERRlllVlllE IN 46410 AKE ONlEO STATES 450325 39 STANDARD BANK AND TRUST COMPANI 19730
ok Full Srvice 453712 SAINT JOHN BRANCH 9321 WICKER AVENUE SAINT JOHN IN 46373middot00 AKE ONtlEDSTATES 42414 26 STANDARD BANK AND rnusr COMPANY 19730
middot
Report ttem 4 Directors and Office (1) Name amp Address
J-Ohn R Barber New York NY
Christopher Doody Ne-vYork NY
1pound1 Pnncipal Occupation [rtmiddotrmiddotwittl BHC
Mariaging Partner eohesiVe ea pita I
Princlpal Storm Point Capital
(3) (bull) TrtiePosition with BHC Diredor
Director
FORM FR Y-9
STANDARD BANCSHARES INC Fiscal YearEnding Decttmber3112014
(3) lb) ltlePosition wffi1 Subsidiaries
NIA
NIA
(3) (c TrtlePosltlon wttn otherbuslne$es
Managtng Partner Cohesive Capital
Principal Stone Point Ciipitit
bull Stone Point ls the manager of the TriOOnt funds which are investment entities that own 25 or morn of the outstanding voting seairities orinlerests in various companles Mr Doody ls an ernployee and officer of Stone Point and is oo deemed to contror S1oria Point or the Trldent Funds He is not a principal securities holder of Stone Point or the Trident Funds The invstmenl committees of the Trident Funds are responsible for voting the shares or such companies and Mr Doody is not a member of the investment committees of the Trident Fonds A sctiedule of such companies in which U1e Trident funds hnve invested is available upon request
John o Gallagher Ortand Park IL
Managing Genera[ Partner OfdlarU Hill Bldg Co
Director Dior-standarU Bank
Managin9 GenerBi Partner Orchard HlllmiddotB1dg Co President Ordiard Hm Building Co Inc
Managing Member Qnhard Hill Construction LLC
Managing Membelt Austin Construction Co bull LLC
Presdenl Bougton Development Co
President ennStructildeg Co lnc
Prestdenl middot Farmingdare Development eomiddot
middotana9in middotRa -middot middot fariTijngdre _Mittwo middot
Pldciit_ _ Fam1r9dale Utilify Co_
Managing Partner Frtz91erald Lad lnvestment Ptshp
(4) a) 1w of Voting Shares in BHC
563
middot1483
14450
(4)(o) (4) (b) Names of othfr companitts 4 of Voting (if 25 ormorl voting Shares in Subs securities a held
NIA
NIA
NIA
NIA
NIA
NIA
NIA
NIA
NIA
NIA
Dryden Cons1rudioo Co Inc 100
NIA
NIA
NIA
Frtzgerald Land Investment Plshp 25
(1) Name amp Mdlt=
John D Gallagher CJriand Pru IL
(2) Principal rbull _ BHC1
(3) (b) TdfePosition wiU1 SubsXfiarics
(J)(c TrtiePttSition wTUi other buslncssts
Trustee-Vote 100 Galla171ormiddot Henr)Tnisl
- Gallagher amp Henry Inc
Prumlaquo GaDaQhef Parloecs LP GB4 Jnc
Managing Partner Gl6mwod DevelopmElnt Co
Managmjl farlnelt Heruy Co Managmo Hermann Umd Investment Ptshp
Managing- Kolarlrugtd I lgthp Preltldeot Kokast -kimes Inc
PreSdenl Coo$trixtioo middotmiddot nc
- -MiAdams 400 Investment Ptshp
Msoagir(Q Partner Meifefl1 id lnpoundiiini _Pthp Managing Partner sr middotGod 1nVeslmoo Pbhp Managiog Partnef
-LampftPtshp TruSt6e
ThOGalfaghmiddotorSliujiini middot Trust
(4) (bull) of Voting Shares in BHC
(4) (b) of Voting Shares In SUbs
Names of other companies frf 25 degmom voting securiDes arn heJd NIA
NIA
NIA
NIA
NIA
NIA
NIA
Hennarm Lnnd Investment Ptshp 25
K6irland lovStrnerrlPiStip 25 NIA
NIA
NIA
Laod lNeStrnloi PlShp 25
df1li3 lfjJrlvtrpnt PWiP 25
Land l hp 25
e(Lao1fl PtShp 25_-xmiddotmiddot middot
standard tWesTrust 25 middot
(1) Name amp Address
Tnnothy J GsJlaghet Burr Ridge IL
(2) Principal Occupation [d other than with BHC)
(J) (a) TrltePosifion wtth BHC
(3)(b) TdiePosffion wittl Subskfcuies
OlaHrnan of the Board
(J) (c) TitlePosition with other businees
PreOOeot Brittany Glen Homeownoc l=gtc Suffield Woods Homeowner Assoc FanntngdaJe Viage Com Assoc fumlogdale Vdlage Com Assoc 2 Misty Meadoyenr Homeowner Assoc 1ltings1on Hills liomeOMler Assoc Gallagheramp Henrys Condos Goodiogs Grove Assoc Ganaghcr amp Heruys Goocfings Grove Umbretia Assoc Farmingdale Vil Cooos of Woodridge Homeowner Assoc Radc5ffe rtMe TOvlfflhomes Assoc
BNC OWnefs Assodatioo
Boughton Woodward Commenial Center LLC su-lgle MembeltUC- GB4 i5 member
Union Poirrte Investors Uc Sing1e MemberlLC- Union PcWe Oevclopmeot Co b member
Uoion POOte Buadlog Venture 1lLC Union 00rt lnvestorn LlC ts member Union Pofrrte Buikfing Venlilre 112 LLC Unton Point nveslor lLC is member
Union Pointe Boikfing Venture 3 LLC Union Poinl lnveslors UC is member
standgtnJ Bank -ALm1 Construction Co LlC
Pminlaquo Frtzyerald Lnnd Investment Pbttp
(lt)(bull) ofVotlng Shares in BHC
11520
(4) (b) ofVotiog Shares in Subs
NIA
Names of other companies (If 25 or l1XgtflJ voting securities aro held
NIA NIA NIA NIA NIA NIA NIA WA NIA NIA NIA
WA
NIA
WA
WA
NIA
NIA
WA
NIA
NIA
NIA
WA
WA
(1) =
Timothy J GJJbghctshyBorr Ridge IL
(2) Principal (if oUJef than wtth BHC)
3 (a) TitlePosition wilh BHC (3) 1c) Trtielosilion with other businesses ampcretuy amp Henry Inc
_ GieoMXgtd Developmeot Co
Partner Hermann Land Investment Pt5hp KOOr land Investment Ptstip
Secret3y Kolcast Homes loo
__ Koamp Construction Co Inc
Secrebgty Ordnrd Hin Buikfing Co Inc
Pa1nelt srrvb land 1ovestrnent Pshp -Smotelt Land Investment Ptshp Trustee- Vote 100 The Gollagher stmdafd
Trust
-- uruoo Pointe Development Co
lt4)(a) ofVotiog Shares in BHC
(4) (b) of Voting Shares In Sobs
tfamos of othcreomnk (lf25 ormoro vo6ng sccuritios arc held
NIA
NIA
NIA
Hennano Land Investment Ptshp 25
Kolar land Investment Pshp 25
NIA
NIA
NIA
Maas Land Investment Ptshp 25
McAdams Iand lnv=tmeni Plshp 25
Medema land lnvestme111 Ptshp 25
NIA
NIA
NIA
Slivka land Investment Plshp 25
SmoterUmd I Ptshp 25
Unkio Pointe Devdopmcot Co 25
(11 (21 Pl (a) 3 (b) 3) c) 4 (a) (4)b) Names of othelt com pan Name amp Adqross princi Occupation TJdcPositiorl TJHePositiorl TrticPosIDon of Voting of Voting [If 25 or mon voting
(if other than with Bl tc) wtth SHC with Subsidiaries with other businesses Shares In BHC Shares in Subs securities are heJd
Timothy J GaUagilet Slaquoretmy GB4 Inc SurRXgeIL GB4 lnc 251
Uoioo Polnte Bonding Venture 3 UC NIA Uoiont PoCnt lnves1ocs LLC is member
Lawraooe P Kelley NIA DirododVJCO Chaifman Oamp-edooVlce Chairman NIA 023lt))1 NIA NIA Pltullt IL PreraquoleoUCEO -0-0
standam Bank
Atampief Ko-arldt NIA DirodOlt Dirodoc NIA 0140 NIA NIA 1-fmsdak ll -
Howrd K Priess JI - deg Dirodoc Solo Pradiltgtoelt 0140 NIA NIA NapeMe IL Standard Bank
Owner White Oak Construction LlC Wh4te Oak Construction LLC 100
Robert A RoslKWt NIA Lead ndepcodeot Director oltedoc NIA D140( NIA NIA QOCago u standanl Bank
Charles E Shomo rv NIA deg Ciredor NIA 013lfI( NIA NIA Bur Ridgo IL standam Bank
Patrick J Hunt NIA _ Executive VPCFO NIA 008 NIA NIA Palos Heights IL EVPCfO standanl Bank
deg Scoltzu NIA Asst VPJAssl Asst VPAsst Secy NIA 00CXgt1 NIA NIA
Everyreen Park IL Sea-- SiandagtO Bank
STANDARD BANCSHARES I NC AND SUBSI DIARIES
NOTES TO CONSOLI DATED FINANCIAL STATEMENTS (in thousands except share data)
Note 4 - Loans (Continued)
Troubled Deb t Restru cturings (TOR) (Continued)
The following table presents loans by class modified as troubled debt restructurings for which there was a payment default within twelve months fol lowing the modification during the year ended December 3 1 2014 There were no payment defaults within twelve months following the modification during the year ended December 31 201 3
2014 Commercial
N umber of loans
1
Recorded Investment
$1 600
The troubled debt restructurings that subsequently defaulted in 2014 described above increased the allowance for credit losses by $233 during the year ended December 31 2014 In 2013 there were no troubled debt restructurings for which there was a payment default within twelve months following the modification The troubled debt restructurings resulted in $1600 of charge offs during the year ended December 31 201 4 The troubled debt restructurings did not result in any charge offs during the year ended 2013
Note 5 - Mortgage Servicing Rights
Following is a summary of the activity for mortgage servicing rights
Beginning balance Costs capitalized Accumulated amortization
Ending balance
2014 $ 2726
544 (835)
$ 2 435
2013 $ 2169
1 339 (782)
$ 2 726
2012 $ 1525
1434 (790)
$ 2 169
The aggregate fair value of mortgage servicing rights is based on fundamental analysis and the present value of expected future cash inflows In estimating fair value assumptions have been made regarding prepayment default and interest rates Mortgage servicing rights do not trade in an active market with readily observable prices The Company uses an independent third party to determine the fair value of mortgage servicing rights by estimating the fair value of the future cash flows associated with the mortgage loans being serviced Key economic assumptions used in measuring the fair value of mortgage servicing rights include but are not limited to prepayment speeds discount rates delinquencies and costs to service
A fair market estimate was completed by an independent third party in November 201 4 to determine the amount at which the asset could be exchanged in a current transaction between willing parties other than in a forced liquidation or sale Fair value was estimated based in part on the discounted future cash flows estimated to be received The evaluation used a discount rate for each pool of loan servicing rights which is intended to represent the estimated market yield and estimated cash flow for each pool of servicing rights by utilizing an assumed prepayment speed based on the characteristics of each pool No assurance can be given that the actual prepayments will conform to the prepayment speeds assumed The calculated fair value was compared to market values where possible to ascertain the reasonableness of the valuation in relation to the current market expectations
Mortgage servicing rights outstanding Estimated fair value as a percentage of loans serviced Principal value of loans serviced Estimated fair value of servicing rights outstanding
30
201 4 $ 2435
083 $394217 $ 3272
201 3 $ 2726
083 $382221 $ 3 1 72
STANDARD BANCSHARES INC AND SUBSIDIARIES
NOTES TO CONSOLI DATED FINANCIAL STATEMENTS (in thousands except share data)
Note 6 - Premises and Equipment
Major classifications of these assets are summarized as follows
Land Bank premises Furniture and equipment
Accumulated depreciation Premises and equipment - net
2014 $ 21 699
58 179 31 388
1 1 1 266 (50352)
$ 609 14
201 3 $ 2361 0
69 1 33 44467
1 3721 0 (71 428)
$ 65782
Depreciation expense amounted to $3479 $3668 and $3949 in 2014 201 3 and 2012 respectively_
The Company sold land buildings and vehicles for total proceeds of $1 824 $2 and $1 8 resulting in gross gains on sales of $49 1 $1 and $ 1 8 in the years ending December 3 1 2014 201 3 and 201 2 respectively
In December 2014 the Company signed a definitive agreement to enter into a sale-leaseback of land and buildings for two of its locations The Company designated $ 1 462 of premises as held for sale No write-down was taken at the time of transfer as the assets were anticipated to be sold at a gain In February 2015 the Company closed on a transaction a portion of the gain on sale was recognized in non-interest income The remaining gain was deferred and will be amortized into non-interest income over the lease term
Note 7 - Other Real Estate Owned
Activity in other real estate owned is summarized as followsmiddot
Beginning balance Acquired through or in lieu of foreclosure Proceeds from sales Gain (loss) on sales Write down on other real estate owned
Ending Balance
2014 $ 1 2 930
6 035 (2004)
426 ( 1 1 54)
$1 6233
2013 $1 6896
3 912 (51 35)
170 (2913)
$1 2930
201 2 $ 1 1 496
1 2 1 08 (4096)
(1 36) (2476)
$ 1 6 896
Operating expenses associated with other real estate owned net of write-downs on other real estate owned were $498 $1 96 and $976 in 2014 201 3 and 201 2 respectively
Note 8 - Intangibles
Core deposits Accumulated amortization Core deposits net
2014 2013
$ 8946 (7798)
$ 1 148
$ 8946 (7 1 05)
$ 1 841
Amortization expense amounted to $693 $789 and $885 in 2014 2013 and 20 12 respectively Core deposit intangibles are amortized over an estimated life of fifteen years
middot----- l n-201-2-the-Gompany-reGorded-a-ful l-write-down-of-$239g7-of-goodwill-as-it-was-determined-t0-be--shy
impaired_
3 1
STAN DARD BANCSHARES INC AND SUBSI DIARIES
NOTES TO CONSOLI DATED FI NANCIAL STATEMENTS (in thousands except share data)
Note 9 - Bank Owned Life Insurance
The Bank acquired life insurance policies through prior bank acquisitions and by direct purchase At December 3 1 2014 and 2013 the cash surrender value of these policies was $48470 and $47033 respectively No additional l ife insurance was purchased during 2014 or 2013
Note 10 - Deposits
Deposits at December 3 1 2014 and 2013 by major category are as follows
Demand deposits Non-interest-bearing Interest-bearing
Total demand deposits Savings deposits Time deposits Brokered deposits
Total deposits
2014
$ 612646 492 799
1 1 05445 374142 405857 1 08 1 28
$1 993 572
201 3
$ 536325 525 145
1 061 470 36341 8 427815
66 402
$1 91 9 1 05
The aggregate amount of deposits reclassified as loans (overdrafts) amounted to $2548 and $2781 at December 3 1 2014 and 201 3 respectively
Time deposits that met or exceed the FDIC insurance limit of $250 at year-end 201 4 and 2013 were $1 1 0 1 77 and $92681 respectively
At December 3 1 2014 scheduled maturities of certificates of deposit including brokered deposits are as follows
201 5 2016 2017 201 8 201 9 2020 and thereafter
$408455 65585 1 9838
9830 1 0277
$513 985
Deposits from related parties totaled $33614 and $32595 at December 31 2014 and 201 3 respectively
32
STANDARD BANCSHARES INC AND SU BSI DIARIES
NOTES TO CONSOLI DATED FINANCIAL STATEMENTS (in thousands except share data)
Note 1 1 - Advances from Federal Home Loan Bank
There were no outstanding advances with the Federal Home Loan Bank at December 3 1 201 3 The indebtedness to the Federal Home Loan Bank at December 3 1 2014 was $1 5000 consisting of the following fixed rate advances
Due Date
June 27 201 6 June 27 201 6
Total advances
I nterest Rate
057 057
2014
$1 3000 2 000
$1 5 000
Al l advances and letters of credit from the Federal Home Loan Bank (FHLB) were secured by a g eneral lien on qualifying commercial real estate residential mortgages and home equity loans of the Bank Each advance is payable at its maturity date with a prepayment penalty for fixed rate advances Letters of credit outstanding from the FHLB totaled $3872 and $41 946 at year-end 2014 and 201 3 respectively The advances and letters of credit were collateralized by $679990 of commercial real estate and mortgage loans in 2014 and $203845 of mortgage loans under a blanket lien arrangement at year-end 2013 Based on this collateral and the Companys holdings of FHLB stock the Company was eligible to borrow up to a total of $26951 3 at year-end 2014
Note 1 2 - Other I ncome
Other income consists of the following
Gain (loss) on sale of other real estate owned Gain on sale of premises and equipment Debit cardATM fees Trust feesBrokerage Fees Loan fees and commissions Cash management Bank Owned Life Insurance income Miscellaneous income
Total other income
33
2014
$ 426 491
28 1 8 2533
658 2641 1 437
921
lll 1 925
201 3 201 2
$ 1 70 $ ( 1 36) 1 1 8
2935 2829 2364 1 927
680 932 2286 2020 1 437 1 469 1 267 886
ll1 1 1 40 ll 9 945
STANDARD BANCSHARES INC AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (in thousands except share data)
Note 1 3 - Employee Benefit Plans
Profit Sharing
The Companys bank subsidiary maintains a defined contribution 401 (k) Plan Under terms of the Plan employees meeting age and service requirements may elect to have their compensation reduced and have that amount contributed to the Plan as a salary deferral contribution The Bank at its discretion may make a matching contribution to the Plan equal to a u niform percentage of the salary deferral contributions Apart from any matching contribution the Bank may also make a separate discretionary contribution to the Plan The final liability for matching contributions if any is determined after yearshyend requiring the Bank to estimate its discretionary contribution expense at year end Contribution expense recorded by the Bank amounted to approximately $ 1 1 79 $1 254 and $ 1 685 for 2014 201 3 and 201 2 respectively
Non-Qualified Plan
The Bank maintains a non-qualified deferred compensation plan for a select group of management and employees as determined by the Board of Directors Annual awards if any are based o n preshyestablished performance criteria which are communicated to eligible employees Benefits under the Plan vest after a five year period The liability under the Plan was $403 and $503 as of December 3 1 2014 and 201 3 respectively There was n o expense recorded in 2014 2013 o r 2012
Non qualified Sto ck Option Plan
Pursuant to the Capital Raise Investment Agreements on February 1 2 20 1 3 the Board of Directors of the Company adopted the Standard Bancshares Inc Stock Option Incentive Plan to be effective immediately after the Closing of the capital raise (please refer to Note 21 ) Pursuant to the Stock Option Incentive Plan the Compensation Committee of the Board of Directors of the Company is authorized to grant Incentive Stock Option awards Nonqualified Stock Option awards or a combination thereof to certain officers directors consultants or employees of the Company or any of its Subsidiaries or Affiliates aggregating up to 5402524 shares of the Companys common stock
The option price per share of stock purchasable under a stock option shall not be less than 1 00 of the fair market value of the common stock on the day of the grant Stock option vesting is based o n two components 1 ) a time vested option that vests over four years one fourth on each of the first four anniversaries from the option grant date and 2) a performance vested option that vests if there is an exit event resulting in the investor actually realizing an internal rate of return (RR) greater than or equal to 1 2 based on their original investment of $465 per share on February 22 201 3 Vesting is subject to acceleration in certain circumstances The options will expire if not exercised within 1 0 years of the
middot
date of grant and under certain other (employment) circumstances
The fair value of options granted was estimated on the date of grant using the Black Scholes optionsshypricing model using the assumptions noted in the table and commentary below The risk free rate of return is based on the constant maturity yield of a US Treasury note with a fixed rate term of 1 0 years at date of grant The volatility rate is derived from historical index values of publicly-traded commercial banks with assets between $1 and $5 billion Index values of comparably sized companies were used as a proxy because the Companys common stock is not exchange-listed and there is not an active trading market for the common stock The dividend yield assumption is based o n the Companys expected dividend payouts
34
STANDARD BANCSHARES INC AND SUBSIDIARI ES
NOTES TO CONSOLIDATED FI NANCIAL STATEMENTS (in thousands except share data)
Note 1 3 - Employee Benefit Plans (Continued)
Risk free rate of return
2014 20 1 3
275 1 97 Time remaining until expiration of the options Volatility rate
1 O years 1 0 years 1 392 1 587
Dividend yield 000 000
A summary of the activity in the non-qualified stock option plan for 2014 follows Weighted Average
Weighted Remaining Average Contractual
Number of Exercise Term Time Vested Stock Options Shares Price (in years)
2014 Outstanding at beginning of year 1 46651 5 $ 465 915
Granted 1 1 701 95 515 916 Exercised
Expired
Forfeited (23545) 494 870
Outstanding at end of year 2613 165 $ 487 860
Exercisable at end of year 366629 $ 465 815
2013 Outstanding at beginning of year $ Granted 1 466515 465 9 15 Exercised
Expired
Forfeited
Outstanding at end of year 1 465515 $ 465 9 15
Exercisable a t end o f year $
Aggregate Intrinsic Value
$ 1 1 1 8
$ 238
$ 733
$
The weighted average fair value of time vested options granted during 201 4 and 201 3 was $1 21 and $1 3 2 per option respectively
35
STANDARD BANCSHARES INC AND SUBSIDIARI ES
NOTES TO CONSOLIDATED FI NANCIAL STATEMENTS (in thousands except share data)
Note 1 3 - Employee Benefit Plans (Continued)
Performance Vested Stock Options 2014 Outstanding at beginning of year
Granted
Exercised
Expired
Forfeited
Outstanding at end of year
Exercisable at end of year
2013 Outstanding at beginning of year
Granted
Exercised
Expired
Forfeited
Outstanding at end of year
Exercisable at end of year
1 466515
1 170195
(26909)
2609801
1 465515
1 465515
$ 465
515
490
$ 487
$
$ 465
$ 465
$
91 5
91 6
864
860
g_1 5
91 5
$ 1 1 1 8
$
$ 733
$
The weighted average fair value of performance vested options granted during 201 4 and 201 3 was $040 for each year
Time Ve ste d O ption s
The Company recognized $782 and $44 I of stock-based compensation expense related to the granting of time vested stock options for the years ended December 20 14 and 2013 respectively There were no time vested options granted in 2012
As of December 3 1 201 4 there was $2 1 30 of total unrecognized compensation cost related to nonshyvestediime vested options granted underthe Plan The unrecognized cost is expected to be recognized over a weighted-average period of 26 years
Performan ce Veste d O ption s
The value of the performance vested options is a function of 1 ) the likelihood of a n Exit Event and 2) the likelihood of that Exit Event achieving the 1 2 IRR threshold These weighted average probabilities are then m ultiplied by the full value of a time vested option to derive the value of the performance options
The valuation methodology for the performance vested options involved ihree separate analysis
I Sale of control analysis 2 Initial public offering analysis 3 Remain private analysis
There was no expense recorded in 201 4 and 201 3 related to the performance vested options
There were no performance vested options granted in 201 2
36
STANDARD BANCSHARES INC AND SUBSIDIARI ES
N OTES TO CONSOLI DATED FI NANCIAL STATEMENTS (in thousands except share data)
Note 1 3 - Employee Benefit Plans (Continued)
As of December 3 1 2014 there was $1 059 of total unrecognized compensation cost related to nonshyvested performance vested options granted under the Plan The cost is expected to be recognized when it is determined that it is probable that a qualifying Exit Event will occur
Note 1 4 - Commitments
Operating Leases
The Bank leases property at various branch locations unde r terms that are considered to be an operating lease The leases expire in various years through 2020 Office rent expense was $728 $875 and $919 for 2014 2013 and 2012 respectively
Other Co mmitments
The Bank has a contract with a computer seNice company that expires in 201 6 Data processing expense was $2729 $2746 and $2424 for 201 4 201 3 and 2012 respectively
Annual future minimum payments for these agreements are as follows
Note 1 5 - Income Taxes
Year ending December 31 201 5 201 6 2017 20 1 8 201 9 2020 and thereafter
$3037 2884
394 203 1 26
1 6 $6 660
The components of the provision (benefit) for income taxes are as follows
Current Deferred Total Tax Expense (Benefit)
2014 $ 3494
7 1 62 $ 1 0656
201 3 $ 2373
3425 $ 5798
2012 $ 1 306
(6928) $ (5622)
The effective tax rate differs from the federal statutory rate primarily due to the following
Tax at statutory federal income tax rate Tax exempt interest income State income taxes net of federal benefit BOLi income Meals and entertainment Non-deductible expenses Goodwill impairment
201 4
$8483 (133) 1 5 1 6 (486)
77 76
Stock settled rights expense 639
201 3 $ 4750
(82) 766
(486) 84
1 02
2012 $(1 2371 )
(1 08) (866) (500)
79 80
8 1 55
O th enet--=====48=====664=--====(-l --
$1 0656 $ 5798 $ (5622)
37
STANDARD BANCSHARES INC AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (in thousands except share data)
Note 1 5 - Income Taxes (Continued)
The net deferred tax asset included at December 31 2014 and 2013 consists of the following
2014 201 3 Gross deferred tax assets
Allowance for loan losses $19212 $23305 Other real estate owned 2866 49 1 6 Non-accrual loan interest 4064 3 991 State net operating loss 1 835 2358 Accrued compensation 1 938 1 471 Depreciation 1 387 1 412 FNMA amp FHLMC preferred stock 1 270 1 270 Other assets 271 434
Total gross deferred tax assets $32843 $39 157
Gross deferred tax liabilities Purchase accounting adjustments $ 1 069 $ 1 282 Mortgage servicing rights 946 1 060 Unrealized gainloss on AFS securities 1 1 9 692 Other liabilities 1 306 1 31
Total gross deferred tax liabilities $ 3440 $ 3 165
Net deferred tax asset $29403 $35992
At December 31 2014 the Company has $33929 of Illinois net operating loss carryforwards expiring in 2025 and $2330 Indiana net operating Joss expiring in 2025 and 2026 which will be available to reduce future taxable income
The Company does not expect the total amount of unrecognized tax benefrts to significantly change in the next twelve months The Company recognized no interest andor penalties related to tax matters in tax expense
The Company and its subsidiaries are subject to US federal income tax as well as income tax of the state of Illinois and Indiana The Company is no longer subject to examination by taxing authorities for years before 201 0
3 8
STAN DARD BANCSHARES INC AND SUBSIDIARIES
NOTES TO CONSOLI DATED FI NANCIAL STATEMENTS (in thousands except share data)
Note 1 6 - Contingent Liabilities and Commitments
The Company does not reflect in its financial statements various commitments and contingent liabilities which arise in the normal course of business and which involve elements of credit risk interest rate risk and liquidity risk These commitments and contingent liabilities are commitments to extend credit commercial letters of credit and standby letters of credit A summary of the Banks commitments and contingent liabilities at December 31 is as follows
Commitments to extend credit under Unused commercial and other lines of credit Unused equity lines of credit Standby letters of credit
2014 201 3
$262907 46 125 42041
$234893 52905 40284
Commitments to extend credit commercial letters of credit and standby letters of credit a l l include exposure to some credit loss in the event of nonperformance of the customer The Banks credit policies and procedures for credit commitments and financial guarantees are the same as those for extension of credit that are recorded on the consolidated balance sheet Because these instruments have fixed maturity dates and because many of them expire without being drawn upon they do not generally present any significant liquidity risk to the Bank The Bank has not incurred any significant losses on its commitments in either 2014 201 3 or 2012
The Bank is party to litigation and claims arising in the normal course of business Management after consultation with legal counsel believes that the liabilities if any arising from such litigation and claims will not be material to the Companys consolidated financial position
Note 1 7 - Derivatives
D erivative contracts entered into by the Company are limited to those that are treated as non-designated derivative instruments The Company provides customers with interest rate swap transactions and offsets the transactions with interest rate swap transactions with inter-bank dealer counterparties as a means of offering risk management solutions to customers As ofDecember 3 1 2014 there were $6006 outstanding in notional values of swaps where the Company pays a variable rate of interest and the customer pays a fixed rate of interest This position is offset with counterparty contracts where the Company pays a fixed rate of interest and receives a floating rate of interest The estimated fair value of interest rate swaps was recorded as an asset of $207 and as a liability of $214 as of December 31 2014 Swaps with customers and inter-bank dealer counterparties are carried at fair value with adjustments recorded in other income The net effect of fai r value adjustments running through the income statement was immaterial during the year ended December 31 2014 There were no interest rate swap derivatives as of December 3 1 2013
3 9
STANDARD BANCSHARES I NC AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (in thousands except share data)
Note 1 8 - Financial I nstruments Fair Value Disclosure
The fair value measurement accounting Hterature establishes a fair value hierarchy which requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value The standard describes three levels of inputs that may be used to measure fair value
1 Level 1 - Unadjusted quoted mariltet prices in active markets that are accessible at the measurement date for identical unrestricted assets
2 Level 2 - Significant other observable inputs other than Level 1 prices such as quoted market prices for similar assets and liabilities quoted prices in markets that are not active or other inputs that a re observable or can be corroborated by observable market data
3 Level 3 - Signlficant unobservable inputs that reflect a reporting entitys own assumptions about the assumptions that mariltet participants would use in pricing an asset o r liability
A financial instruments level within the fair value hierarchy is based on the lowest level of input that is significant to the fair value measurement
Fair values of assets measured on a recurring basis at December 3 1 2014 and 2013 are as follows
De ce mbe r31 2014 Financial Assets
Securities available-for-sale US government sponsored entities and agencies Mortgage-backed securities - residential Equity securities
Total securities available-for-sale
Derivatives
Financial Liabilities
Derivatives
De ce mbe r 31 2013 Financial Assets Securities available-for-sale
US government sponsored entities and agencies Mortgage-backed secu rities - residential Equity securities
Total securities available-for-sale
Fair Value
$1 46307 3668 4 41 9
$1 54 394
$ 207
$ 214
$ 1 24431 1 2203
2 954 $ 1 39 588
Fair Value Measurements Usin1 Quoted Significant P rices Other
in Active Observable Markets Inputs (Level 1 ) (Level 2)
$
392 $ 392
$ -
$ -
$
$1 46307 3668 4 027
$1 54 002
$ 207
$ 2 1 4
$ 1 24431 12203 1 984
$1 38 61 8
Significant Unobservable
Inputs (Level 3)
$
$
$
$
$
$
As of December 31 2014 and 2013 there were no transfers between levels
40
STANDARD BANCSHARES I NC AND SUBSI DIARIES
NOTES TO CONSOLI DATED FI NANCIAL STATEMENTS (in thousands except share data)
Note 1 8 - Financial I nstruments Fair Value Disclosure (Continued)
The fair values of marketable equity securities available-for-sale are generally determined by quoted market prices in active markets for each specific security (Level 1 measurement inputs) If Level 1 measurement inputs are not available for a marketable equity security the fair value is determined by the quoted market price of a similar security traded in an active market (Level 2 measurement inputs)
The fair values of debt securities available-for-sale are generally determined by matrix pricing which is a mathematical technique widely used in the industry to value debt securities without relying exclusively on quoted market prices for the specific securities b ut rather by relying on the securities relationship to other benchmark quoted securities (Level 2 measurement inputs)
Derivative s
The fair value of derivatives are based o n valuation models using observable market data a s of the measurement date (Level 2) Our derivatives are traded in an over-the-counter market where quoted market prices are not always available Therefore the fair values of derivatives are detenmined using quantitative models that utilized multiple market inputs The inputs will vary based on type of derivative but could include interest rates prices and indices to generate continuous yield or pricing curves prepayment rates and volatility factors to value the position The majority of market inputs are actively quoted and can be validated through external sources including brokers market transactions and thirdshyparty pricing services
Fair values of assets measured on a nonrecurring basis are as follows
Oe ce mbe r31 2014 Other real estate owned net Impaired loans Loans held for sale Mortgage servicing rights
De ce mbe r 31 2013 Other real estate owned net Impaired loans Loans held for sale Mortgage servicing rights
Fair Value
$ 1 6233 41 895
8274 2435
$12 930 54 1 62
5408 2726
Fair Value Measurements Using Quoted Significant Prices Other
in Active Observable Markets Inputs (Level 1 ) (Level 2)
$ $
8274
$ - $
5408
Significant Unobservable
Inputs (Level 3)
$ 1 6233 41 895
2435
$1 2930 541 62
2726
Other real estate owned are initially recorded at fair value less costs to sell when acquired and are subsequently measured at the lower of cost or fair value less estimated costs to sell Fair values are based on third party appraisals of the property or internal valuations on smaller properties using comparable market data and various external resources resulting in a level 3 classification When the carrying value exceeds the fair value less costs to sell an impairment loss is recognized
The fair value of impaired loans secured by real estate with specific allocations of the allowance for loan --------- 1osses-is-generally-based-on--recent-real-estate-appraisals-or-internal-valuations-on-smaller-prnperties--shy
using comparable market data and various external resources These appraisals may utilize a single
41
STANDARD BANCSHARES INC AND SUBSI DIARIES
NOTES TO CONSOLI DATED FI NANCIAL STATEMENTS (in thousands except share data)
Note 1 8 - Financial Instruments Fair Value Disclosure (Continued)
valuation approach or a combination of approaches including comparable sales and the income approach resulting in a level 3 classification
Loans held for sale are carried at the lower of cost or fair value which is evaluated on a pool-level basis The fair value of loans held for sale is determined using quoted prices for similar assets adjusted for specific attributes of that loan or other observable market data such as outstanding commitments from third party investors resulting in a level 2 classification
The Company records its mortgage servicing rights at fair value and includes them in other assets in the Consolidated Balance Sheets Mortgage servicing rights do not trade in an active market with readily observable prices Fair value is based on market process for comparable mortgage servicing contracts when available or alternatively is based on a valuation model that calculates the present value of estimated future net servicing income Key economic assumptions used in measuring fair value of mortgage servicing rights at December 31 2014 included prepayment speeds maturities and discount rates While market based data is used to determine the assumptions the Company incorporates its own estimates of the assumptions market participants would use in determining the fair value of mortgage servicing rights which results in a level 3 classification
De cembe r 31 2014 Assets Cash and cash equivalents Securities held-to-maturity Securities available-for-sale Loans - net Loans held for sale Federal Home Loan Bank stock at cost Accrued interest receivable Derivatives
Liabilities
Deposits Federal Home Loan Bank advances Accrued interest payable Derivatives
De ce mbe r 31 2013 Assets
Cash and cash equivalents Securities held-to-maturity Securities available-for-sale Loans - net Loans held for sale Federal Home Loan Bank stock at cost Accrued interest receivable
Liabi lities Deposits Accrued interest payable
42
Carrying Value
$ 1 99476 3888
1 54394 1 744331
8274 3247 59 1 9
207
$ 1 993572 1 5000
265 214
$ 234 1 83 1 762
1 39588 1 61 9995
5408 3 143 5 576
$1 91 9 1 05 286
Fair Value
$ 1 99476 3 564
1 54394 1 798279
8274 3247 591 9
207
$1 992796 1 4984
265 214
$ 234 1 83 1 41 5
1 39588 1 679668
5408 3 143 5576
$ 1 920335 286
STANDARD BANCSHARES I NC AND SUBSI DIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (in thousands except share data)
Note 1 8 - Financial I nstruments Fair Value Disclosure (Continued)
In estimating the fair value of certain assets and liabilities not previously presented the following assumptions were made
Cash and Cash Equivalents
The carrying amounts of cash and equivalents reported in the balance sheet approximate fair value
Securities
Estimated fair values of securities are based on one of three models 1 ) quoted market prices where available 2) quoted market prices for similar instruments if quoted market p rices are not available 3) unobservable data that represents the Banks assumptions about items that market participants would consider in determining the fair value where no market data is available
L oans
Fair values of loans excluding loans held for sale are estimated as follows For variable rate loans that re-price frequently and with no significant change in credit risk fair values are based on carrying values Fair values for other loans are estimated using discounted cash flow analyses using interest rates currently being offered for loans with similar terms to borrowers of similar credit quality to calculate the present value of future contractual principal and interest cash flows and discounting them back to the present using a discount rate Impaired loans are valued at the lower of cost or fair value as described previously The methods utilized to estimate the fair value of loans do not necessarily represent an exit price
The fair value of loans held for sale is estimated based upon binding contracts and quotes from third party investors
Federal Home Loan Bank (FHLB) Stock
The carrying amounts reported in the balance sheet approximate fair value
Accrued Interest Receivable I Payable
The carrying amounts reported in the balance sheet approximate fair value
Deposits
The fair values disclosed for demand deposits (eg interest and non-interest checking passbook savings and certain types of money market accounts) are by definition equal to the amount payable on demand at the reporting date (ie their carrying amount) The carrying amounts of variable rate fixed-term money market accounts and certificates of deposit approximate their fair values at the reporting Fair values for fixed rate certificates of deposit are estimated using a discounted cash flows calculation that applies interest rates currently being offered on certificates to a schedule of aggregated expected monthly maturities on time deposits
Federal Home Loan Bank Advances
The fair value of Federal Home Loan Bank advances is estimated using discounted cash flow analyses --------based-on-the-currentborrowing-rate-of-similartypes-of-advances
43
STANDARD BANCSHARES I NC AND SUBSIDIARI ES
NOTES TO CONSOLI DATED FINANCIAL STATEMENTS (in thousands except share data)
Note 1 8 - Financial I nstruments Fair Value Disclosure (Continued)
Off-balance sh eet in strum ents
Fair asset andor liability value of off-balance sheet financial instruments as described in Note 1 6 may be estimated by applying fees currently charged for comparable commitments Based upon the qual ity of these commitments and their demand in the financial market it has been assumed that there is no material difference in the estimated fair value
Note 1 9 - TARP Capital Purchase Program
On April 24 2009 the Company entered into a Letter Agreement with the United States Department of Treasury (the Treasury) pursuant to which the Company sold to the Treasury 6000 shares of the Companys Fixed Rate Cumulative Perpetual P referred Stock Series A for $60 million and a warrant to acquire $3 million of Fixed Rate Cumulative Perpetual P referred Stock Series B for a nominal exercise price Immediately upon consummation of the closing the Treasury exercised the warrant and acquired the Series B Preferred Stock The Preferred Stock Series A qualified as Tier 1 capital and paid cumulative dividends q uarterly at a rate of 5 per annum The P referred Stock Series B qualified as Tier 1 capital and paid cumulative dividends quarterly at a rate of 9 per annum The difference between the initial carrying value that was allocated to the Series B Preferred Stock and its redemption value of $3 million will be charged to retained earnings (with a corresponding increase in the carrying value of the Series B Preferred Stock) over the first five years of the contract as an adjustment to the dividend yield using the level yield method During 201 1 the Company elected to suspend dividend payments For the year ended December 31 2012 total dividends of $3462 had been declared but not paid On February 22 201 3 1 3548387 of common shares were issued to the US Treasury in exchange for the $60 million and $3 million of Fixed Rate Cumulative Preferred Stock Series A and Series B respectively The Treasury subsequently sold those shares to institutional investors at $465 per share In addition the Company paid $6 million of dividends to the Treasury which included 1 00 of past due dividends and dividends due through February 22 2013
Note 20 - Regulatory Matters
The Companys primary source of cash is dividends received from its subsidiary bank The subsidiary bank is subject to certain restrictions on the amount of dividends that it may declare without prior regulatory approva L In addition the dividends declared cannot be in excess of the amount which would cause the subsidiary bank to fall below the minimum required for capital adequacy purposes
Banks and bank holding companies are subject to regulatory capital requirements administered by federal banking agencies Capital adequacy guidelines and additionally for banks prompt corrective action regulations involve quantitative measures of assets liabilities and certain off-balance-sheet items calculated under reg ulatory accounting practices Capital amounts and classifications are also subject to qualitative judgments by regulators Failure to meet capital requirements can initiate regulatory action Management believes as of December 3 1 2014 the Company and Bank meet al l capital adequacy requirements to which they are subject
Prompt corrective action regulations provide five classifications well capitalized adequately capitalized undercapitalized significantly u ndercapitalized and critically undercapitaized although these terms are not used to represent overall financial condition If adequately capitalized regu latory approval is required to accept brokered deposits If undercapitalized capital distributions are limited as is asset growth and expansion and capital restoration p lans are required At year-end 201 4 and 2013 the most recent reg ulatory notifications categorized the Bank as well capitalized under the regulatory framework for prompt corrective action There are no conditions or events since that notification that management believes have changed the institutions category
44
STAN DARD BANCSHARES I NC AND SUBSI DIARI ES
NOTES TO CONSOLIDATED FI NANCIAL STATEMENTS (in thousands except share data)
Note 20 - Regulatory Matters (Continued)
The Banks actual and required capital amounts and ratios are as follows
To Be Well Capitalized U nder
For Capital Prompt Corrective Actual Adeguac[ Puqoses Action Provisions
Amount Ratio Amount Ratio Amount Ratio As of December 31 2014 Total Capital
(to risk-based assets) Company $271 785 143 $ 152226 80 NA NA Bank 269993 1 42 1 52229 80 $1 90286 1 00
Tier I Capital (to risk-based assets) Company 247887 1 30 76 1 1 3 40 NA NA Bank 246093 129 761 14 40 1 14 171 60
Tier I Capital (to average assets) Company 247887 1 08 92 1 26 240 NA NA Bank 246 093 1 07 92 1 09 240 1 1 5 1 36 2 5 0
As of December 31 2013 Total Capital
(to risk-based assets) Company $246213 1 38 $142344 280 NA NA Bank 244607 1 38 1 42 170 280 $ 1 77713 2100
Tier I Capital (to risk-based assets) Company 223444 126 71 1 72 240 NA NIA Bank 221 838 1 25 71 085 240 1 06628 2 60
Tier I Capital (to average assets) Company 223444 1 03 86430 240 NIA NA Bank 221 838 1 03 86450 240 1 08 063 2 50
45
STANDARD BANCSHARES INC AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (in thousands except share data)
Note 21 - Capital Management
The overall objectives of the Companys capital management are to have the availability of sufficient capital to support loan deposit and other asset and liability g rowth and to maintain capital to absorb unforeseen losses or write-downs that are inherent in the business risk associated within the banking industry The Company seeks to balance the need for higher capital levels to address growth and unforeseen risks and the goal to achieve an adequate return on capital invested
In July 201 3 the federal banking agencies issued a final rule revising the regulatory capital rules applicable to most national banks and federal savings associations as well as their holding companies generally beginning on January 1 201 5 The rule implements the Basel Committees December 201 O framework known as Basel I l l for strengthening the international capital standards as wel l as certain p rovisions of the Dodd-Frank Act The final ru le implements a revised definition of regu latory capita l a new common equity Tier 1 minimum capital requirement of 450 and a higher minimum Tier 1 capital requirement of 600 (which is an increase from 400) Under the final rule the total capital ratio remains at 800 and the minimum leverage ratio is 400
Additionally under the final rule in order to avoid l imitations on capital distributions including dividend payments and certain discretionary bonus payments to executive officers a banking organization must hold a 25 capital conservation buffer composed of common equity Tier 1 capital above its minimum risk-based capital requirements The b uffer is measured relative to risk-weighted assets The final rule also enhances risk sensitivity and addresses weaknesses identified by the regulators over recent years with the measure of risk-weighted assets
The new minimum capital requirements will b e effective for the Company on January 1 201 5 whereas the capital conservation buffer and the deductions from common equity Tier 1 capital phase in over time beginning on January 1 201 6
Capital Raise
On February 22 201 3 Standard Bancshares Inc completed its recapitalization by issuing 29864795 shares of common stock at $465 per share for gross proceeds of $ 1 389 million 1 3 548387 of the common shares were issued to the US Treasury (the Treasury) in exchange for the $63 million of Fixed Rate Cumulative Preferred Shares Series A and B The Treasury subsequently sold those shares to I nstitutional Investors at $465 per share An additional 16 316408 of common shares were issued to Institutional Investors and private investors Of the aggregate 29864795 common shares issued 1 9430750 are voting shares and 1 0434045 are mm-voting shares
In conjunction with the recapitalization the Articles of Incorporation of the Company were amended to authorize 20000000 shares of preferred stock at $001 par value No preferred stock has been issued as of December 31 2014
Sto ck Settled Rights (SSRs)
On February 22 201 3 in connection with the recapitalization of the Company the Board of Directors distributed as a dividend in kind 7293407 Stock Settled Rights (SSRs) to the holders of the Common Stock as of the Record Date (November 5 2012) The number of SSRs issued is equal to the product of (i) 03888 and (ii) 18757921 the number Common Shares outstanding as of the Record Date The estimated fair value of the SSRs completed by an independent third party as of September 30 2014 and February 22 201 3 was determined to be approximately $026 per SSR or $1 880 and approximately $021 per SSR or $1 532 respectively Expense recorded related to the SSRs was $1 880 in 2014 No expense was recorded in 201 3
46
STANDARD BANCSHARES INC AND SUBSI DIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (in thousands except share data)
Note 21 - Capital Management (Continued)
Stock Settled Rights (SSRs) (Continued)
The SSRs are structured as common stock dividends to be paid to certain common shareholders of the Company under specific conditions The amount of common stock to be distributed is determined by a formula that considers among other things the value of the outstanding common stock at the Settlement Date Settlement Date is defined as the earlier of (i) the date a liquidity event (an I POrecapitalization or a sale of control) occurs during the term of the SSRs and (ii) the SSR Expiration Date (February 22 201 8) The SSRs will be exercised based on the value of the common shares at that time subject to the Settlement Rate formula
The Accretion Rate is a component of the Settlement Rate It is either an middotannual rate of 80 or 120 with the value determined by the cum ulative economic losses that occur in the loan portfolio from June 30 201 1 to the time the SSRs are settled
On the Settlement Date the Company shall determine the number of shares of Common Stock issuable upon the settlement of an SSR The Settlement Rate shall be calculated based on a formula that considers among other factors the value per share of the common stock on a fully diluted basis reduced by the accretion rate with that number divided by the value per share of common stock on a fully diluted basis
If the Settlement Rate is greater than zero the Company shall issue and deliver to each of the SSR Holders a number of shares of Common Stock equal to the product of (i) the Settlement Rate multiplied by (ii) the number of SSRs held by such H older as reflected in the SSR register as of the close of business on the last Business Day prior to such Settlement Date
In connection with the occurrence of a Liquidity Event on or prior to the Expiration Date the Board of Directors may at its option and in its sole discretion order the redemption and the Company may redeem the SSRs in whole or in part at the redemption price per SSR based on a formula that considers the price per share of Common Stock at which the Company is valued on a fully diluted basis in connection with such Liquidity Event as determined in good faith by the Independent Committee plus a l l cash dividends paid oil the common stock from the date of issuance of the SSRs less $465 accreting on a daily basis at the Accretion Rate
The Company hired an independent third party firm to value the SSRs The following variables were taken into consideration when deriving a value for the SS Rs
1 ) The probability of a liquidity event (sale of control or PO) during the term of the SS Rs 2) The Accretion Rate assigned to the Settlement Rate of the SSRs 3) The estimated value of the Companys common stock at the earlier of a) a liquidity event or b)
the SSR Expiration Date (February 22 201 8) 4) The type of liquidity event that might occur 5) Future value parameters including a) tangible common book value b) earnings and c) market
conditions
The valuation of the common shares at the Settlement Date will depend on the Companys financial condition and the market pricing of financial institution stock both on a stand-alone basis and on a sale of control basis at that time
47
STANDARD BANCSHARES I NC AND SUBSIDIARI ES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (in thousands except share data)
Note 22 - Condensed Financial Statements
The Company was incorporated in I l linois on February 23 1 982 The Company accounts for its investment in subsidiaries under the equity method Under this method the investment is recorded at cost adjusted for the subsidiaries undistributed net income (loss) Presented below are the condensed financial statements of Standard Bancshares I nc (Parent Company Only)
Assets Cash Investment in subsidiaries Other assets
Total assets
CONDENSED BALANCE SH EETS DECEMBER 31 2014 AND 2013
Liabilities and shareholders equity Other liabilities Total stockholders equity
Total liabilities amp stockholders equity
2014 $ 4 163
264242 328
$268733
$ 2685 266048
$268733
CON DENSED STATEMENTS O F I N COME YEARS ENDED D ECEMBER 31 201 4 201 3 AND 201 2
2014 I ncome
Other income $
Expenses 2909 Loss before income taxes and equity in undistributed
earnings of subsidiaries (2909) Income tax benefit 88
Loss before equity in undistributed earnings of subsidiaries (2821)
Equity in undistributed earnings (loss) of subsidiaries 1 7 1 1 5
Net income (loss) 1 4294 Preferred dividends and discount accretion on preferred shares
Net income (loss) applicable to common shareholders $1 4294
48
201 3 $ 2 1 95
248 090 1 944
$252229
$ 322 251 907
$252229
201 3 201 2
$ $ 1
1 747 8539
(1 747) (8538) 291 1 0 1 7
(1 456) (7521) 9 629 (23241) 8 173 (30762) 1 1 24 4090
$ 7049 $(34852)
STAN DARD BANCSHARES INC AND SUBSIDIARIES
NOTES TO CONSOLIDATED FI NANCIAL STATEMENTS (in thousands except share data)
Note 22 - Condensed Financial Statements (Continued)
CONDENSE D STATEMENTS OF CASH FLOWS YEARS ENDED DECEMBER 31 2014 201 3 AND 201 2
Cash flows from operating activities Net income (loss)
Adjustments Equity in undistributed net (income) loss of subsidiaries Amortization Stock based compensation expense ( Increase) decrease in other assets Increase (decrease) in other liabilities
Net cash provided by (used in) operating activities Cash flows from financing activities
Issuance of common stock net of issuance costs Capital contribution to Standard Bank Repayment of note payable Cash Dividends
N et cash provided by financing activities
Net increase (decrease) in cash
Cash - beginning of year
Cash - end of year middot
Supplemental schedule of non-cash financing activities Change in par value on common stock Exchange of preferred stock to common stock
49
2014
$ 1 4294
( 17 1 1 5) 28
782 1 616 2363 1 968
1 968
2 1 95
$ 4 163
$ $
201 3
$ 8 1 73
(9629) 29
441 1 872
(4273) (3387)
68598 (41 500) ( 16 1 00)
(6026) 4972
1 585
6 1 0
$ 2 1 95
$ 4277 $63000
201 2
$(30762)
23241 6 1 67
( 1908) 2 043
( 1 2 1 9)
( 1 2 1 9)
1 829
$ 6 1 0
$ $
FORM FR Y-6
STANDARD BANCSHARES INC
Hickory Hills Illinois Year Ending Dccember31 2014
REPORT ITEM
1 The BHC Is not registered with the SEC Coples of the Annual Report Nil be sent undersepirate cover when completed
2a Organization Chart fo Standard BallCShares Inc
I THE BOULEVARD INC
SL John Indiana 100
JnCQrporated in Indiana
2b Branch Verification
STANDARD BANCSHARES INC Hickory Hills Illinois Jncorporateltl In Illinois
STANDARD BANKAND TRUST COMPANY Hickory Hills llllnois
Incorporated In lllnols 100
I STANDARD REDEVELOPMENT INC
Hickory Hills Illinois 100
Incorporated in Illinois
(Not subject to Y-10 reporting ) Code 91 CE - Liquidation Of debts previously contracted
The branch and lax-kl flStings were emailed to branch revieW on 223115
3 (1) As ofyear-end
Name and Address
Trident SBI Holdings lP Greeffilidl CT
Robert E Gallagher Sr Trust John D Gallagher Trustee Palos Heights IL
The Gallagher Standard Bancshares TR Timolhy J GaJagheuror Trustee Hickory Hitls IL
Pantheon Standard LP San Francisco CA
CohesVe Capital Parners LP New York NY W Capital Partners II LP NewYork NY
Couritrlt of Citizenship or lncorooratlon Number and Percentage Of Voting Serurtties
USA 5662194- 1483
USA 5516086 - 1444
USA 4382666 - 1 t47
USA 3762128-985
USA 2 150537 - S63
USA 2 150537 - 563
Note llle shares in the Robert E Gallagher Sr Tr are voted on by John D Gallagher Director of Standard Bank Tue shares Jn the Gallager Standard Bancshares Tr are voted on by Timolhy J Gallagher Director of Standard Bank
3 (2) OtherSharehofors oat listed in Section 3 (1) above that held more than 5 during the year
None
Resuhs A Ilse of branches forvour holdln1 company STANDARD 8ANCSHARES INC (1245590) or HICKORY HILLS IL
The d1ta are n of 12312014 Data re II Kb information tlat wu received aod processed throuah 01072015
Rconcill1Uon and Vc1Uon St I DI 1 In the DIH Action column of each br111Ch row enter one or mort of the actioru specified below
2 If required enter the date In the Ettcttve Olte column
-OK tf the bnch Information s correct enter OK in the Oita AdJon column
Chi nee If the bndl Information Is Incorrect Of Incomplete revt the data enter Chance In the Dita Action column ind the d11te when this infOfmation first became v1lid In the Effective Ote column
am If a bnch listed was sold or clowd enterOose In tht Dita Action column and the s1e or dosured11te In the EtfectW Olte colurm
Olete If a bru1eh listed wu never owntd by this depository Institution enter Delete In the Oeta Acckgtn column
Add If a rt portable brtinch Is mlsslna lnStrt a row add the branch data ald entu Add In the Olt1 Action column and the opening or acquisition date In the Effecttve Date column
If prntln1 this list you m1y need to adjust your page Utup In MS E11ce1 Try using landscape orientation page sollria andor legal sized paper
Submlnion PfOOtdurbull When you ire finished send a saved copy to vour FRB contact Su the detailed lnlttldlons on this si for more informatlon
II voY are mailinamp this to your FRB conttct put your lnstitutlon name dty and state In the subjact llrie of the e-nWI
Note To satisfy the FR Y-10 reportln1 requirements YoU must tiho submit FR Y-10 Domestic Branth Schedules for each branch with a Data Actlon of Olan1e Close Delete or Add
Thbull FR Y-10 report may be submitted 1n a hardcopy format or 11ia the FR Ymiddot10 OnH11e application middot httpsylOonllnefederalrerve1ov
bull FDtC UNINUM Office Number and ID_RSSO co1unvu ara for reference only Verification of these values is not required
- - 8nch Suvlce Type Branch 10 RSSO ia- terNeme Street Address City
ok FuUServltefHud Officel 19730 STAN OARD BANK ANO TRUST COMPANY 7800 WEST 9STH STREET HICKORY HILLS
ok Full Service 3202168 BOLINGBROOK BRANCH 282 NORTH WEBER ROAD BOLINGBROOK
ok Limited Strvce 4126065 CALUMET CITY 1968 SIBLEY BOULEVARD CALUMET CITY
FullSetvke 3309928 CLARK STREET 8RANOi 3747 NORnt CLARK STREET atlCAGO
ok FullServiett 474339 EWING BRANOf 10635 SOUTH EWING AVENUE CHICAGO
ok Full Servtce 2079925 HEGWISCH BRANCH 13336 SOUTH BALTIMORE AVENUE CHICAGO
ok limited Se-rvke 20817)5 SOUnt DERRING FACILITY 10535 SOVTH TORRENCE AVENUE CHICAGO
Full Service 4099271 THOREK BRANOi 836 WEST IRVING PARK ROAD OUCAGO
ok Full Service 2121280 COAL CITY BRANot 20 SOUTH KANKAKEE COAlCITY
full Service 2809038 EVERGREEN PARK BRANCH 2400 WEST 95TH STREET EVUtGREEN PARK
ok Full Service 3188909 FRANKFORT BRANCH 19997 LA GRANGE ROAD FRANKFORT
Full5etvice 810436 CiARONERBRANCJ1 118 DEPOT STREET GARDNER
ok FultSrvlct 3188897 JOLIET ampRANCJ1 2398 ESSINGTON ROAO JOLIET
Full Service 3439553 LOClCPORT BRANCH 16545 WEST 159TH STREET LOCKPORT
ok Full Service 290931 LYONSlST AVENUE BRANCH 8601 OGDEN AVENUE LYONS
ok Full Service 3671504 MINOOKA BRANCH 515 WESTUS ROUTE 6 MINOOKA
ok LlmltcServfce 2111338 MOAAIS LISBON BRANCH 1433 USBON STREET MORRIS
ok Full Servkt 2809010 MORRIS ROUTE 6 BRANCH 1111 WEST US ROUTpound 6 MORRIS
Ful1 Servlct 2809047 NAPERVILLE BRANCH 1607 NORTH AURORA ROAD NAPERVILLE
ok full 5ervfce 2809056 NEW LENOX BRANCH 456 NELSON ROAD NEW LENOX
Full sMce 2103129 OAK FOREST BRANOf 15901 SOUTH CENTRAL AVENUE OAX FOREST
ok Full SeMct 3490255 OAK LAWN lllTH BRANOf 4700 WEST 111TH STREET OAK LAWN
ok Full Sfrvlce 2096717 OAK LAWN 95TH BRANCH 4001 WEST 95TH STREET OAK LAWN
ok Full Service 2295538 ORLAND PARK BRANCH lSCXJO SOUTH WOLF ROAD ORLAND PARt
State VpCode
IL 60457
IL 60440
IL 60409
IL E06H
IL 00617
IL 0063
IL 00617
IL 60613
IL 60416
IL 60805
IL 6042
IL 60424
IL 60435
IL 60441
IL 60534
I L 60447
IL 60450
IL 60450
IL 60563
IL 60451
IL 60452
IL 60453
IL 60453
IL 60467
County CawN FDICUNINUM Offb Numberbull Haad otfice Head Office 10 RSSD Comments
COOK UNITEO STATES 10748 0 STANOARO BANK ANO TRUST COMPANY 19730
Will UN ITED STATES 419532 34 STANDARD BANK ANO TRUST COMPANY 19730
COOK UNITED STATES 510611 44 STANDARD BANK AND TRUST COMPANY 19730
COOK UNITpound0 STATES 429662 35 STANDARD BANK ANO TRUST COMPANY 19730
COOK UNITED STATES 12089 18 STANDARD BANK AND TRUST COMPANY 73ltgt
COOK UNITED STATES 244100 20 STANDARD BANK ANO TRUST COMPANY 19730
COOK UNITED STATES 244099 19 STANDARD BANK ANO TRUST COMPANY 19730
COOK UNITED STATpoundS 510612 4S STANDARD BANKANDTRUSTCOMPANV 1973ltgt
GRUNDY UNITED STATES 263852 17 STANDARD SANK AND TRUST COMPANY 730
COOK UNITED STATES 13875 4 STAN OARD BANK AND TRUST COMPANY 19730
Will UNITED STATES 357237 15 STAN OARD BANK AND TRUST COMPANY 19730
GRUNDY UNITED STATES 7234 1 STAN DARO BANK ANO TRUST COMPANY 19730
Will UNITED STATES 238ASA 13 STANDARD BANK ANO TRUST COMPANY 19730
Will UNlTEO STATES 450324 38 STAN OARD BANK AND TRUST COMPANY 19730
COOK UNITED STATES 10912 22 STANDARD BANK ANO TRUST COMPANY 19730
GRUNDY UNITED STATES 465426 42 STANDARD BANK AND TRUST COMPANY 1973ltgt
GRUNDY UNITED STATES 266774 16 STANDARD BANK ANO TRUST COMPANY 1730
GRUNDY UNITED STATES 2243S6 10 STANDARD BANK AND TRUST COMPANY 19730
OU PAGE UNITED STATES 238451 6 STANDARD BANK ANO TRUST COMPANY 19730
Will UNITED STATpoundS 238452 11 STAN OARD BANK ANO TRUST COMPANY 19730
COOK UNTED STATES 244101 21 STANDARD BANK AND TRUST COMPANY 19730
COOK UNITED STATES 441863 36 STANDARD BANK AND TRUST COMPANY 19730
COOK UNITED STATES 238447 1 STANDARD BANK AND TRUST COMPANY 19730
COOK UNITED STATES 238450 5 STANDARD BANt AND TRUST COMPANY 19730
ok Fullrvke 2100379 PALOS 11HH BfANOl 11901 SOUTHWEST HIGHWAY PALOSPARIC ll 00464 COOK UNITED STATES 238448 2 STAN DARO BANK AND TRUST COMPANY 19730
ok rulSltVice 2427544 PALOS lllST BRANCH 9700WEST lllST STREET PALOS PARK ll 00464 COOK UNlTEOSTATES 238449 3 STAN DARO BANK AND TRUST COMPANY 19730
ot llmtedSrvke 3490273 NORTH RIVERSIDE BRANCH BJSOWEST CERMAK ROAD RlvtRSlDE ll COOK UNITED STATES 441864 37 STANDARD BANK AND TRUST COMPANY 19730
ot FuLServke 3202171 SHOREWOOD BRANOl 970 BROOK FOREST AVENUE SHOREWOOD It - t UNITED STATES 419531 33 STANDARD BANICANDTRUSTCOMPANY 19730
ok FulSrvlee 3188918 VILLA PARK BfWIOi 1 WESrRoostVrlTROAD VlltAPARIC It 50181 OUPAGE UNITED STATES 238455 14 STANDARDBANKANDTRUSTCOMPANY 19730
ok FulSrvke WllMINGTON BRANCH lOOSSOUTH WATER STREET WILMINGTON It 004 lt UNITED STATES 238453 12 STANDARD BANK AND TRUST COMPANY 19730
ok Fulfrvk 3197031 CHESTERTON BRANCH middot 755 JNDIAN BOUNDARY ROAD OIESTERTON IN PORTER UNITEDSTAlES 275664 32 STANDARD BANK AND TRUST COMPANY 19730
ok ruUrvic 2161D17 EASTCHCAGO BRANCH 4518 lNOANAPOUS BOULEVARD EAST CHICAGO IN 46312 lAKE UNITEDSTAlES 29 STANDARDSANKANDTRUSTCOMPANY 19730
ok Fulrvk 4913n HAMMOND BRANCH 1007 CALUMET AVENUE HAMMOND IN 46324 AKE UNITEDSTAlES 42227 30 STANDARD BANK AND TRUST COMPANY 19730
Fulrvlc 2161D3S HIGHtAND BRANCH 2930 RIDGE ROAD HIGHLAND IN 46322 UNITEOSTAlES 275659 27 STANDARD BANK AND lRUST COMP AN I 19730
ot Futtsrvke 2161044 LOWHl BRANCH 2090 EAST COMMERICALAVENUE LOWELL IN 463Sfgt21r AKE ONITEDSTAlES 275661 28 STANDARD BANK ANDTRUSTCOMPANI 19730
ok Full Srvlce 3439562 MERRlllVlllE BRANCH 579WESTUNCOlN HIGHWAY MERRlllVlllE IN 46410 AKE ONlEO STATES 450325 39 STANDARD BANK AND TRUST COMPANI 19730
ok Full Srvice 453712 SAINT JOHN BRANCH 9321 WICKER AVENUE SAINT JOHN IN 46373middot00 AKE ONtlEDSTATES 42414 26 STANDARD BANK AND rnusr COMPANY 19730
middot
Report ttem 4 Directors and Office (1) Name amp Address
J-Ohn R Barber New York NY
Christopher Doody Ne-vYork NY
1pound1 Pnncipal Occupation [rtmiddotrmiddotwittl BHC
Mariaging Partner eohesiVe ea pita I
Princlpal Storm Point Capital
(3) (bull) TrtiePosition with BHC Diredor
Director
FORM FR Y-9
STANDARD BANCSHARES INC Fiscal YearEnding Decttmber3112014
(3) lb) ltlePosition wffi1 Subsidiaries
NIA
NIA
(3) (c TrtlePosltlon wttn otherbuslne$es
Managtng Partner Cohesive Capital
Principal Stone Point Ciipitit
bull Stone Point ls the manager of the TriOOnt funds which are investment entities that own 25 or morn of the outstanding voting seairities orinlerests in various companles Mr Doody ls an ernployee and officer of Stone Point and is oo deemed to contror S1oria Point or the Trldent Funds He is not a principal securities holder of Stone Point or the Trident Funds The invstmenl committees of the Trident Funds are responsible for voting the shares or such companies and Mr Doody is not a member of the investment committees of the Trident Fonds A sctiedule of such companies in which U1e Trident funds hnve invested is available upon request
John o Gallagher Ortand Park IL
Managing Genera[ Partner OfdlarU Hill Bldg Co
Director Dior-standarU Bank
Managin9 GenerBi Partner Orchard HlllmiddotB1dg Co President Ordiard Hm Building Co Inc
Managing Member Qnhard Hill Construction LLC
Managing Membelt Austin Construction Co bull LLC
Presdenl Bougton Development Co
President ennStructildeg Co lnc
Prestdenl middot Farmingdare Development eomiddot
middotana9in middotRa -middot middot fariTijngdre _Mittwo middot
Pldciit_ _ Fam1r9dale Utilify Co_
Managing Partner Frtz91erald Lad lnvestment Ptshp
(4) a) 1w of Voting Shares in BHC
563
middot1483
14450
(4)(o) (4) (b) Names of othfr companitts 4 of Voting (if 25 ormorl voting Shares in Subs securities a held
NIA
NIA
NIA
NIA
NIA
NIA
NIA
NIA
NIA
NIA
Dryden Cons1rudioo Co Inc 100
NIA
NIA
NIA
Frtzgerald Land Investment Plshp 25
(1) Name amp Mdlt=
John D Gallagher CJriand Pru IL
(2) Principal rbull _ BHC1
(3) (b) TdfePosition wiU1 SubsXfiarics
(J)(c TrtiePttSition wTUi other buslncssts
Trustee-Vote 100 Galla171ormiddot Henr)Tnisl
- Gallagher amp Henry Inc
Prumlaquo GaDaQhef Parloecs LP GB4 Jnc
Managing Partner Gl6mwod DevelopmElnt Co
Managmjl farlnelt Heruy Co Managmo Hermann Umd Investment Ptshp
Managing- Kolarlrugtd I lgthp Preltldeot Kokast -kimes Inc
PreSdenl Coo$trixtioo middotmiddot nc
- -MiAdams 400 Investment Ptshp
Msoagir(Q Partner Meifefl1 id lnpoundiiini _Pthp Managing Partner sr middotGod 1nVeslmoo Pbhp Managiog Partnef
-LampftPtshp TruSt6e
ThOGalfaghmiddotorSliujiini middot Trust
(4) (bull) of Voting Shares in BHC
(4) (b) of Voting Shares In SUbs
Names of other companies frf 25 degmom voting securiDes arn heJd NIA
NIA
NIA
NIA
NIA
NIA
NIA
Hennarm Lnnd Investment Ptshp 25
K6irland lovStrnerrlPiStip 25 NIA
NIA
NIA
Laod lNeStrnloi PlShp 25
df1li3 lfjJrlvtrpnt PWiP 25
Land l hp 25
e(Lao1fl PtShp 25_-xmiddotmiddot middot
standard tWesTrust 25 middot
(1) Name amp Address
Tnnothy J GsJlaghet Burr Ridge IL
(2) Principal Occupation [d other than with BHC)
(J) (a) TrltePosifion wtth BHC
(3)(b) TdiePosffion wittl Subskfcuies
OlaHrnan of the Board
(J) (c) TitlePosition with other businees
PreOOeot Brittany Glen Homeownoc l=gtc Suffield Woods Homeowner Assoc FanntngdaJe Viage Com Assoc fumlogdale Vdlage Com Assoc 2 Misty Meadoyenr Homeowner Assoc 1ltings1on Hills liomeOMler Assoc Gallagheramp Henrys Condos Goodiogs Grove Assoc Ganaghcr amp Heruys Goocfings Grove Umbretia Assoc Farmingdale Vil Cooos of Woodridge Homeowner Assoc Radc5ffe rtMe TOvlfflhomes Assoc
BNC OWnefs Assodatioo
Boughton Woodward Commenial Center LLC su-lgle MembeltUC- GB4 i5 member
Union Poirrte Investors Uc Sing1e MemberlLC- Union PcWe Oevclopmeot Co b member
Uoion POOte Buadlog Venture 1lLC Union 00rt lnvestorn LlC ts member Union Pofrrte Buikfing Venlilre 112 LLC Unton Point nveslor lLC is member
Union Pointe Boikfing Venture 3 LLC Union Poinl lnveslors UC is member
standgtnJ Bank -ALm1 Construction Co LlC
Pminlaquo Frtzyerald Lnnd Investment Pbttp
(lt)(bull) ofVotlng Shares in BHC
11520
(4) (b) ofVotiog Shares in Subs
NIA
Names of other companies (If 25 or l1XgtflJ voting securities aro held
NIA NIA NIA NIA NIA NIA NIA WA NIA NIA NIA
WA
NIA
WA
WA
NIA
NIA
WA
NIA
NIA
NIA
WA
WA
(1) =
Timothy J GJJbghctshyBorr Ridge IL
(2) Principal (if oUJef than wtth BHC)
3 (a) TitlePosition wilh BHC (3) 1c) Trtielosilion with other businesses ampcretuy amp Henry Inc
_ GieoMXgtd Developmeot Co
Partner Hermann Land Investment Pt5hp KOOr land Investment Ptstip
Secret3y Kolcast Homes loo
__ Koamp Construction Co Inc
Secrebgty Ordnrd Hin Buikfing Co Inc
Pa1nelt srrvb land 1ovestrnent Pshp -Smotelt Land Investment Ptshp Trustee- Vote 100 The Gollagher stmdafd
Trust
-- uruoo Pointe Development Co
lt4)(a) ofVotiog Shares in BHC
(4) (b) of Voting Shares In Sobs
tfamos of othcreomnk (lf25 ormoro vo6ng sccuritios arc held
NIA
NIA
NIA
Hennano Land Investment Ptshp 25
Kolar land Investment Pshp 25
NIA
NIA
NIA
Maas Land Investment Ptshp 25
McAdams Iand lnv=tmeni Plshp 25
Medema land lnvestme111 Ptshp 25
NIA
NIA
NIA
Slivka land Investment Plshp 25
SmoterUmd I Ptshp 25
Unkio Pointe Devdopmcot Co 25
(11 (21 Pl (a) 3 (b) 3) c) 4 (a) (4)b) Names of othelt com pan Name amp Adqross princi Occupation TJdcPositiorl TJHePositiorl TrticPosIDon of Voting of Voting [If 25 or mon voting
(if other than with Bl tc) wtth SHC with Subsidiaries with other businesses Shares In BHC Shares in Subs securities are heJd
Timothy J GaUagilet Slaquoretmy GB4 Inc SurRXgeIL GB4 lnc 251
Uoioo Polnte Bonding Venture 3 UC NIA Uoiont PoCnt lnves1ocs LLC is member
Lawraooe P Kelley NIA DirododVJCO Chaifman Oamp-edooVlce Chairman NIA 023lt))1 NIA NIA Pltullt IL PreraquoleoUCEO -0-0
standam Bank
Atampief Ko-arldt NIA DirodOlt Dirodoc NIA 0140 NIA NIA 1-fmsdak ll -
Howrd K Priess JI - deg Dirodoc Solo Pradiltgtoelt 0140 NIA NIA NapeMe IL Standard Bank
Owner White Oak Construction LlC Wh4te Oak Construction LLC 100
Robert A RoslKWt NIA Lead ndepcodeot Director oltedoc NIA D140( NIA NIA QOCago u standanl Bank
Charles E Shomo rv NIA deg Ciredor NIA 013lfI( NIA NIA Bur Ridgo IL standam Bank
Patrick J Hunt NIA _ Executive VPCFO NIA 008 NIA NIA Palos Heights IL EVPCfO standanl Bank
deg Scoltzu NIA Asst VPJAssl Asst VPAsst Secy NIA 00CXgt1 NIA NIA
Everyreen Park IL Sea-- SiandagtO Bank
STANDARD BANCSHARES INC AND SUBSIDIARIES
NOTES TO CONSOLI DATED FINANCIAL STATEMENTS (in thousands except share data)
Note 6 - Premises and Equipment
Major classifications of these assets are summarized as follows
Land Bank premises Furniture and equipment
Accumulated depreciation Premises and equipment - net
2014 $ 21 699
58 179 31 388
1 1 1 266 (50352)
$ 609 14
201 3 $ 2361 0
69 1 33 44467
1 3721 0 (71 428)
$ 65782
Depreciation expense amounted to $3479 $3668 and $3949 in 2014 201 3 and 2012 respectively_
The Company sold land buildings and vehicles for total proceeds of $1 824 $2 and $1 8 resulting in gross gains on sales of $49 1 $1 and $ 1 8 in the years ending December 3 1 2014 201 3 and 201 2 respectively
In December 2014 the Company signed a definitive agreement to enter into a sale-leaseback of land and buildings for two of its locations The Company designated $ 1 462 of premises as held for sale No write-down was taken at the time of transfer as the assets were anticipated to be sold at a gain In February 2015 the Company closed on a transaction a portion of the gain on sale was recognized in non-interest income The remaining gain was deferred and will be amortized into non-interest income over the lease term
Note 7 - Other Real Estate Owned
Activity in other real estate owned is summarized as followsmiddot
Beginning balance Acquired through or in lieu of foreclosure Proceeds from sales Gain (loss) on sales Write down on other real estate owned
Ending Balance
2014 $ 1 2 930
6 035 (2004)
426 ( 1 1 54)
$1 6233
2013 $1 6896
3 912 (51 35)
170 (2913)
$1 2930
201 2 $ 1 1 496
1 2 1 08 (4096)
(1 36) (2476)
$ 1 6 896
Operating expenses associated with other real estate owned net of write-downs on other real estate owned were $498 $1 96 and $976 in 2014 201 3 and 201 2 respectively
Note 8 - Intangibles
Core deposits Accumulated amortization Core deposits net
2014 2013
$ 8946 (7798)
$ 1 148
$ 8946 (7 1 05)
$ 1 841
Amortization expense amounted to $693 $789 and $885 in 2014 2013 and 20 12 respectively Core deposit intangibles are amortized over an estimated life of fifteen years
middot----- l n-201-2-the-Gompany-reGorded-a-ful l-write-down-of-$239g7-of-goodwill-as-it-was-determined-t0-be--shy
impaired_
3 1
STAN DARD BANCSHARES INC AND SUBSI DIARIES
NOTES TO CONSOLI DATED FI NANCIAL STATEMENTS (in thousands except share data)
Note 9 - Bank Owned Life Insurance
The Bank acquired life insurance policies through prior bank acquisitions and by direct purchase At December 3 1 2014 and 2013 the cash surrender value of these policies was $48470 and $47033 respectively No additional l ife insurance was purchased during 2014 or 2013
Note 10 - Deposits
Deposits at December 3 1 2014 and 2013 by major category are as follows
Demand deposits Non-interest-bearing Interest-bearing
Total demand deposits Savings deposits Time deposits Brokered deposits
Total deposits
2014
$ 612646 492 799
1 1 05445 374142 405857 1 08 1 28
$1 993 572
201 3
$ 536325 525 145
1 061 470 36341 8 427815
66 402
$1 91 9 1 05
The aggregate amount of deposits reclassified as loans (overdrafts) amounted to $2548 and $2781 at December 3 1 2014 and 201 3 respectively
Time deposits that met or exceed the FDIC insurance limit of $250 at year-end 201 4 and 2013 were $1 1 0 1 77 and $92681 respectively
At December 3 1 2014 scheduled maturities of certificates of deposit including brokered deposits are as follows
201 5 2016 2017 201 8 201 9 2020 and thereafter
$408455 65585 1 9838
9830 1 0277
$513 985
Deposits from related parties totaled $33614 and $32595 at December 31 2014 and 201 3 respectively
32
STANDARD BANCSHARES INC AND SU BSI DIARIES
NOTES TO CONSOLI DATED FINANCIAL STATEMENTS (in thousands except share data)
Note 1 1 - Advances from Federal Home Loan Bank
There were no outstanding advances with the Federal Home Loan Bank at December 3 1 201 3 The indebtedness to the Federal Home Loan Bank at December 3 1 2014 was $1 5000 consisting of the following fixed rate advances
Due Date
June 27 201 6 June 27 201 6
Total advances
I nterest Rate
057 057
2014
$1 3000 2 000
$1 5 000
Al l advances and letters of credit from the Federal Home Loan Bank (FHLB) were secured by a g eneral lien on qualifying commercial real estate residential mortgages and home equity loans of the Bank Each advance is payable at its maturity date with a prepayment penalty for fixed rate advances Letters of credit outstanding from the FHLB totaled $3872 and $41 946 at year-end 2014 and 201 3 respectively The advances and letters of credit were collateralized by $679990 of commercial real estate and mortgage loans in 2014 and $203845 of mortgage loans under a blanket lien arrangement at year-end 2013 Based on this collateral and the Companys holdings of FHLB stock the Company was eligible to borrow up to a total of $26951 3 at year-end 2014
Note 1 2 - Other I ncome
Other income consists of the following
Gain (loss) on sale of other real estate owned Gain on sale of premises and equipment Debit cardATM fees Trust feesBrokerage Fees Loan fees and commissions Cash management Bank Owned Life Insurance income Miscellaneous income
Total other income
33
2014
$ 426 491
28 1 8 2533
658 2641 1 437
921
lll 1 925
201 3 201 2
$ 1 70 $ ( 1 36) 1 1 8
2935 2829 2364 1 927
680 932 2286 2020 1 437 1 469 1 267 886
ll1 1 1 40 ll 9 945
STANDARD BANCSHARES INC AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (in thousands except share data)
Note 1 3 - Employee Benefit Plans
Profit Sharing
The Companys bank subsidiary maintains a defined contribution 401 (k) Plan Under terms of the Plan employees meeting age and service requirements may elect to have their compensation reduced and have that amount contributed to the Plan as a salary deferral contribution The Bank at its discretion may make a matching contribution to the Plan equal to a u niform percentage of the salary deferral contributions Apart from any matching contribution the Bank may also make a separate discretionary contribution to the Plan The final liability for matching contributions if any is determined after yearshyend requiring the Bank to estimate its discretionary contribution expense at year end Contribution expense recorded by the Bank amounted to approximately $ 1 1 79 $1 254 and $ 1 685 for 2014 201 3 and 201 2 respectively
Non-Qualified Plan
The Bank maintains a non-qualified deferred compensation plan for a select group of management and employees as determined by the Board of Directors Annual awards if any are based o n preshyestablished performance criteria which are communicated to eligible employees Benefits under the Plan vest after a five year period The liability under the Plan was $403 and $503 as of December 3 1 2014 and 201 3 respectively There was n o expense recorded in 2014 2013 o r 2012
Non qualified Sto ck Option Plan
Pursuant to the Capital Raise Investment Agreements on February 1 2 20 1 3 the Board of Directors of the Company adopted the Standard Bancshares Inc Stock Option Incentive Plan to be effective immediately after the Closing of the capital raise (please refer to Note 21 ) Pursuant to the Stock Option Incentive Plan the Compensation Committee of the Board of Directors of the Company is authorized to grant Incentive Stock Option awards Nonqualified Stock Option awards or a combination thereof to certain officers directors consultants or employees of the Company or any of its Subsidiaries or Affiliates aggregating up to 5402524 shares of the Companys common stock
The option price per share of stock purchasable under a stock option shall not be less than 1 00 of the fair market value of the common stock on the day of the grant Stock option vesting is based o n two components 1 ) a time vested option that vests over four years one fourth on each of the first four anniversaries from the option grant date and 2) a performance vested option that vests if there is an exit event resulting in the investor actually realizing an internal rate of return (RR) greater than or equal to 1 2 based on their original investment of $465 per share on February 22 201 3 Vesting is subject to acceleration in certain circumstances The options will expire if not exercised within 1 0 years of the
middot
date of grant and under certain other (employment) circumstances
The fair value of options granted was estimated on the date of grant using the Black Scholes optionsshypricing model using the assumptions noted in the table and commentary below The risk free rate of return is based on the constant maturity yield of a US Treasury note with a fixed rate term of 1 0 years at date of grant The volatility rate is derived from historical index values of publicly-traded commercial banks with assets between $1 and $5 billion Index values of comparably sized companies were used as a proxy because the Companys common stock is not exchange-listed and there is not an active trading market for the common stock The dividend yield assumption is based o n the Companys expected dividend payouts
34
STANDARD BANCSHARES INC AND SUBSIDIARI ES
NOTES TO CONSOLIDATED FI NANCIAL STATEMENTS (in thousands except share data)
Note 1 3 - Employee Benefit Plans (Continued)
Risk free rate of return
2014 20 1 3
275 1 97 Time remaining until expiration of the options Volatility rate
1 O years 1 0 years 1 392 1 587
Dividend yield 000 000
A summary of the activity in the non-qualified stock option plan for 2014 follows Weighted Average
Weighted Remaining Average Contractual
Number of Exercise Term Time Vested Stock Options Shares Price (in years)
2014 Outstanding at beginning of year 1 46651 5 $ 465 915
Granted 1 1 701 95 515 916 Exercised
Expired
Forfeited (23545) 494 870
Outstanding at end of year 2613 165 $ 487 860
Exercisable at end of year 366629 $ 465 815
2013 Outstanding at beginning of year $ Granted 1 466515 465 9 15 Exercised
Expired
Forfeited
Outstanding at end of year 1 465515 $ 465 9 15
Exercisable a t end o f year $
Aggregate Intrinsic Value
$ 1 1 1 8
$ 238
$ 733
$
The weighted average fair value of time vested options granted during 201 4 and 201 3 was $1 21 and $1 3 2 per option respectively
35
STANDARD BANCSHARES INC AND SUBSIDIARI ES
NOTES TO CONSOLIDATED FI NANCIAL STATEMENTS (in thousands except share data)
Note 1 3 - Employee Benefit Plans (Continued)
Performance Vested Stock Options 2014 Outstanding at beginning of year
Granted
Exercised
Expired
Forfeited
Outstanding at end of year
Exercisable at end of year
2013 Outstanding at beginning of year
Granted
Exercised
Expired
Forfeited
Outstanding at end of year
Exercisable at end of year
1 466515
1 170195
(26909)
2609801
1 465515
1 465515
$ 465
515
490
$ 487
$
$ 465
$ 465
$
91 5
91 6
864
860
g_1 5
91 5
$ 1 1 1 8
$
$ 733
$
The weighted average fair value of performance vested options granted during 201 4 and 201 3 was $040 for each year
Time Ve ste d O ption s
The Company recognized $782 and $44 I of stock-based compensation expense related to the granting of time vested stock options for the years ended December 20 14 and 2013 respectively There were no time vested options granted in 2012
As of December 3 1 201 4 there was $2 1 30 of total unrecognized compensation cost related to nonshyvestediime vested options granted underthe Plan The unrecognized cost is expected to be recognized over a weighted-average period of 26 years
Performan ce Veste d O ption s
The value of the performance vested options is a function of 1 ) the likelihood of a n Exit Event and 2) the likelihood of that Exit Event achieving the 1 2 IRR threshold These weighted average probabilities are then m ultiplied by the full value of a time vested option to derive the value of the performance options
The valuation methodology for the performance vested options involved ihree separate analysis
I Sale of control analysis 2 Initial public offering analysis 3 Remain private analysis
There was no expense recorded in 201 4 and 201 3 related to the performance vested options
There were no performance vested options granted in 201 2
36
STANDARD BANCSHARES INC AND SUBSIDIARI ES
N OTES TO CONSOLI DATED FI NANCIAL STATEMENTS (in thousands except share data)
Note 1 3 - Employee Benefit Plans (Continued)
As of December 3 1 2014 there was $1 059 of total unrecognized compensation cost related to nonshyvested performance vested options granted under the Plan The cost is expected to be recognized when it is determined that it is probable that a qualifying Exit Event will occur
Note 1 4 - Commitments
Operating Leases
The Bank leases property at various branch locations unde r terms that are considered to be an operating lease The leases expire in various years through 2020 Office rent expense was $728 $875 and $919 for 2014 2013 and 2012 respectively
Other Co mmitments
The Bank has a contract with a computer seNice company that expires in 201 6 Data processing expense was $2729 $2746 and $2424 for 201 4 201 3 and 2012 respectively
Annual future minimum payments for these agreements are as follows
Note 1 5 - Income Taxes
Year ending December 31 201 5 201 6 2017 20 1 8 201 9 2020 and thereafter
$3037 2884
394 203 1 26
1 6 $6 660
The components of the provision (benefit) for income taxes are as follows
Current Deferred Total Tax Expense (Benefit)
2014 $ 3494
7 1 62 $ 1 0656
201 3 $ 2373
3425 $ 5798
2012 $ 1 306
(6928) $ (5622)
The effective tax rate differs from the federal statutory rate primarily due to the following
Tax at statutory federal income tax rate Tax exempt interest income State income taxes net of federal benefit BOLi income Meals and entertainment Non-deductible expenses Goodwill impairment
201 4
$8483 (133) 1 5 1 6 (486)
77 76
Stock settled rights expense 639
201 3 $ 4750
(82) 766
(486) 84
1 02
2012 $(1 2371 )
(1 08) (866) (500)
79 80
8 1 55
O th enet--=====48=====664=--====(-l --
$1 0656 $ 5798 $ (5622)
37
STANDARD BANCSHARES INC AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (in thousands except share data)
Note 1 5 - Income Taxes (Continued)
The net deferred tax asset included at December 31 2014 and 2013 consists of the following
2014 201 3 Gross deferred tax assets
Allowance for loan losses $19212 $23305 Other real estate owned 2866 49 1 6 Non-accrual loan interest 4064 3 991 State net operating loss 1 835 2358 Accrued compensation 1 938 1 471 Depreciation 1 387 1 412 FNMA amp FHLMC preferred stock 1 270 1 270 Other assets 271 434
Total gross deferred tax assets $32843 $39 157
Gross deferred tax liabilities Purchase accounting adjustments $ 1 069 $ 1 282 Mortgage servicing rights 946 1 060 Unrealized gainloss on AFS securities 1 1 9 692 Other liabilities 1 306 1 31
Total gross deferred tax liabilities $ 3440 $ 3 165
Net deferred tax asset $29403 $35992
At December 31 2014 the Company has $33929 of Illinois net operating loss carryforwards expiring in 2025 and $2330 Indiana net operating Joss expiring in 2025 and 2026 which will be available to reduce future taxable income
The Company does not expect the total amount of unrecognized tax benefrts to significantly change in the next twelve months The Company recognized no interest andor penalties related to tax matters in tax expense
The Company and its subsidiaries are subject to US federal income tax as well as income tax of the state of Illinois and Indiana The Company is no longer subject to examination by taxing authorities for years before 201 0
3 8
STAN DARD BANCSHARES INC AND SUBSIDIARIES
NOTES TO CONSOLI DATED FI NANCIAL STATEMENTS (in thousands except share data)
Note 1 6 - Contingent Liabilities and Commitments
The Company does not reflect in its financial statements various commitments and contingent liabilities which arise in the normal course of business and which involve elements of credit risk interest rate risk and liquidity risk These commitments and contingent liabilities are commitments to extend credit commercial letters of credit and standby letters of credit A summary of the Banks commitments and contingent liabilities at December 31 is as follows
Commitments to extend credit under Unused commercial and other lines of credit Unused equity lines of credit Standby letters of credit
2014 201 3
$262907 46 125 42041
$234893 52905 40284
Commitments to extend credit commercial letters of credit and standby letters of credit a l l include exposure to some credit loss in the event of nonperformance of the customer The Banks credit policies and procedures for credit commitments and financial guarantees are the same as those for extension of credit that are recorded on the consolidated balance sheet Because these instruments have fixed maturity dates and because many of them expire without being drawn upon they do not generally present any significant liquidity risk to the Bank The Bank has not incurred any significant losses on its commitments in either 2014 201 3 or 2012
The Bank is party to litigation and claims arising in the normal course of business Management after consultation with legal counsel believes that the liabilities if any arising from such litigation and claims will not be material to the Companys consolidated financial position
Note 1 7 - Derivatives
D erivative contracts entered into by the Company are limited to those that are treated as non-designated derivative instruments The Company provides customers with interest rate swap transactions and offsets the transactions with interest rate swap transactions with inter-bank dealer counterparties as a means of offering risk management solutions to customers As ofDecember 3 1 2014 there were $6006 outstanding in notional values of swaps where the Company pays a variable rate of interest and the customer pays a fixed rate of interest This position is offset with counterparty contracts where the Company pays a fixed rate of interest and receives a floating rate of interest The estimated fair value of interest rate swaps was recorded as an asset of $207 and as a liability of $214 as of December 31 2014 Swaps with customers and inter-bank dealer counterparties are carried at fair value with adjustments recorded in other income The net effect of fai r value adjustments running through the income statement was immaterial during the year ended December 31 2014 There were no interest rate swap derivatives as of December 3 1 2013
3 9
STANDARD BANCSHARES I NC AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (in thousands except share data)
Note 1 8 - Financial I nstruments Fair Value Disclosure
The fair value measurement accounting Hterature establishes a fair value hierarchy which requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value The standard describes three levels of inputs that may be used to measure fair value
1 Level 1 - Unadjusted quoted mariltet prices in active markets that are accessible at the measurement date for identical unrestricted assets
2 Level 2 - Significant other observable inputs other than Level 1 prices such as quoted market prices for similar assets and liabilities quoted prices in markets that are not active or other inputs that a re observable or can be corroborated by observable market data
3 Level 3 - Signlficant unobservable inputs that reflect a reporting entitys own assumptions about the assumptions that mariltet participants would use in pricing an asset o r liability
A financial instruments level within the fair value hierarchy is based on the lowest level of input that is significant to the fair value measurement
Fair values of assets measured on a recurring basis at December 3 1 2014 and 2013 are as follows
De ce mbe r31 2014 Financial Assets
Securities available-for-sale US government sponsored entities and agencies Mortgage-backed securities - residential Equity securities
Total securities available-for-sale
Derivatives
Financial Liabilities
Derivatives
De ce mbe r 31 2013 Financial Assets Securities available-for-sale
US government sponsored entities and agencies Mortgage-backed secu rities - residential Equity securities
Total securities available-for-sale
Fair Value
$1 46307 3668 4 41 9
$1 54 394
$ 207
$ 214
$ 1 24431 1 2203
2 954 $ 1 39 588
Fair Value Measurements Usin1 Quoted Significant P rices Other
in Active Observable Markets Inputs (Level 1 ) (Level 2)
$
392 $ 392
$ -
$ -
$
$1 46307 3668 4 027
$1 54 002
$ 207
$ 2 1 4
$ 1 24431 12203 1 984
$1 38 61 8
Significant Unobservable
Inputs (Level 3)
$
$
$
$
$
$
As of December 31 2014 and 2013 there were no transfers between levels
40
STANDARD BANCSHARES I NC AND SUBSI DIARIES
NOTES TO CONSOLI DATED FI NANCIAL STATEMENTS (in thousands except share data)
Note 1 8 - Financial I nstruments Fair Value Disclosure (Continued)
The fair values of marketable equity securities available-for-sale are generally determined by quoted market prices in active markets for each specific security (Level 1 measurement inputs) If Level 1 measurement inputs are not available for a marketable equity security the fair value is determined by the quoted market price of a similar security traded in an active market (Level 2 measurement inputs)
The fair values of debt securities available-for-sale are generally determined by matrix pricing which is a mathematical technique widely used in the industry to value debt securities without relying exclusively on quoted market prices for the specific securities b ut rather by relying on the securities relationship to other benchmark quoted securities (Level 2 measurement inputs)
Derivative s
The fair value of derivatives are based o n valuation models using observable market data a s of the measurement date (Level 2) Our derivatives are traded in an over-the-counter market where quoted market prices are not always available Therefore the fair values of derivatives are detenmined using quantitative models that utilized multiple market inputs The inputs will vary based on type of derivative but could include interest rates prices and indices to generate continuous yield or pricing curves prepayment rates and volatility factors to value the position The majority of market inputs are actively quoted and can be validated through external sources including brokers market transactions and thirdshyparty pricing services
Fair values of assets measured on a nonrecurring basis are as follows
Oe ce mbe r31 2014 Other real estate owned net Impaired loans Loans held for sale Mortgage servicing rights
De ce mbe r 31 2013 Other real estate owned net Impaired loans Loans held for sale Mortgage servicing rights
Fair Value
$ 1 6233 41 895
8274 2435
$12 930 54 1 62
5408 2726
Fair Value Measurements Using Quoted Significant Prices Other
in Active Observable Markets Inputs (Level 1 ) (Level 2)
$ $
8274
$ - $
5408
Significant Unobservable
Inputs (Level 3)
$ 1 6233 41 895
2435
$1 2930 541 62
2726
Other real estate owned are initially recorded at fair value less costs to sell when acquired and are subsequently measured at the lower of cost or fair value less estimated costs to sell Fair values are based on third party appraisals of the property or internal valuations on smaller properties using comparable market data and various external resources resulting in a level 3 classification When the carrying value exceeds the fair value less costs to sell an impairment loss is recognized
The fair value of impaired loans secured by real estate with specific allocations of the allowance for loan --------- 1osses-is-generally-based-on--recent-real-estate-appraisals-or-internal-valuations-on-smaller-prnperties--shy
using comparable market data and various external resources These appraisals may utilize a single
41
STANDARD BANCSHARES INC AND SUBSI DIARIES
NOTES TO CONSOLI DATED FI NANCIAL STATEMENTS (in thousands except share data)
Note 1 8 - Financial Instruments Fair Value Disclosure (Continued)
valuation approach or a combination of approaches including comparable sales and the income approach resulting in a level 3 classification
Loans held for sale are carried at the lower of cost or fair value which is evaluated on a pool-level basis The fair value of loans held for sale is determined using quoted prices for similar assets adjusted for specific attributes of that loan or other observable market data such as outstanding commitments from third party investors resulting in a level 2 classification
The Company records its mortgage servicing rights at fair value and includes them in other assets in the Consolidated Balance Sheets Mortgage servicing rights do not trade in an active market with readily observable prices Fair value is based on market process for comparable mortgage servicing contracts when available or alternatively is based on a valuation model that calculates the present value of estimated future net servicing income Key economic assumptions used in measuring fair value of mortgage servicing rights at December 31 2014 included prepayment speeds maturities and discount rates While market based data is used to determine the assumptions the Company incorporates its own estimates of the assumptions market participants would use in determining the fair value of mortgage servicing rights which results in a level 3 classification
De cembe r 31 2014 Assets Cash and cash equivalents Securities held-to-maturity Securities available-for-sale Loans - net Loans held for sale Federal Home Loan Bank stock at cost Accrued interest receivable Derivatives
Liabilities
Deposits Federal Home Loan Bank advances Accrued interest payable Derivatives
De ce mbe r 31 2013 Assets
Cash and cash equivalents Securities held-to-maturity Securities available-for-sale Loans - net Loans held for sale Federal Home Loan Bank stock at cost Accrued interest receivable
Liabi lities Deposits Accrued interest payable
42
Carrying Value
$ 1 99476 3888
1 54394 1 744331
8274 3247 59 1 9
207
$ 1 993572 1 5000
265 214
$ 234 1 83 1 762
1 39588 1 61 9995
5408 3 143 5 576
$1 91 9 1 05 286
Fair Value
$ 1 99476 3 564
1 54394 1 798279
8274 3247 591 9
207
$1 992796 1 4984
265 214
$ 234 1 83 1 41 5
1 39588 1 679668
5408 3 143 5576
$ 1 920335 286
STANDARD BANCSHARES I NC AND SUBSI DIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (in thousands except share data)
Note 1 8 - Financial I nstruments Fair Value Disclosure (Continued)
In estimating the fair value of certain assets and liabilities not previously presented the following assumptions were made
Cash and Cash Equivalents
The carrying amounts of cash and equivalents reported in the balance sheet approximate fair value
Securities
Estimated fair values of securities are based on one of three models 1 ) quoted market prices where available 2) quoted market prices for similar instruments if quoted market p rices are not available 3) unobservable data that represents the Banks assumptions about items that market participants would consider in determining the fair value where no market data is available
L oans
Fair values of loans excluding loans held for sale are estimated as follows For variable rate loans that re-price frequently and with no significant change in credit risk fair values are based on carrying values Fair values for other loans are estimated using discounted cash flow analyses using interest rates currently being offered for loans with similar terms to borrowers of similar credit quality to calculate the present value of future contractual principal and interest cash flows and discounting them back to the present using a discount rate Impaired loans are valued at the lower of cost or fair value as described previously The methods utilized to estimate the fair value of loans do not necessarily represent an exit price
The fair value of loans held for sale is estimated based upon binding contracts and quotes from third party investors
Federal Home Loan Bank (FHLB) Stock
The carrying amounts reported in the balance sheet approximate fair value
Accrued Interest Receivable I Payable
The carrying amounts reported in the balance sheet approximate fair value
Deposits
The fair values disclosed for demand deposits (eg interest and non-interest checking passbook savings and certain types of money market accounts) are by definition equal to the amount payable on demand at the reporting date (ie their carrying amount) The carrying amounts of variable rate fixed-term money market accounts and certificates of deposit approximate their fair values at the reporting Fair values for fixed rate certificates of deposit are estimated using a discounted cash flows calculation that applies interest rates currently being offered on certificates to a schedule of aggregated expected monthly maturities on time deposits
Federal Home Loan Bank Advances
The fair value of Federal Home Loan Bank advances is estimated using discounted cash flow analyses --------based-on-the-currentborrowing-rate-of-similartypes-of-advances
43
STANDARD BANCSHARES I NC AND SUBSIDIARI ES
NOTES TO CONSOLI DATED FINANCIAL STATEMENTS (in thousands except share data)
Note 1 8 - Financial I nstruments Fair Value Disclosure (Continued)
Off-balance sh eet in strum ents
Fair asset andor liability value of off-balance sheet financial instruments as described in Note 1 6 may be estimated by applying fees currently charged for comparable commitments Based upon the qual ity of these commitments and their demand in the financial market it has been assumed that there is no material difference in the estimated fair value
Note 1 9 - TARP Capital Purchase Program
On April 24 2009 the Company entered into a Letter Agreement with the United States Department of Treasury (the Treasury) pursuant to which the Company sold to the Treasury 6000 shares of the Companys Fixed Rate Cumulative Perpetual P referred Stock Series A for $60 million and a warrant to acquire $3 million of Fixed Rate Cumulative Perpetual P referred Stock Series B for a nominal exercise price Immediately upon consummation of the closing the Treasury exercised the warrant and acquired the Series B Preferred Stock The Preferred Stock Series A qualified as Tier 1 capital and paid cumulative dividends q uarterly at a rate of 5 per annum The P referred Stock Series B qualified as Tier 1 capital and paid cumulative dividends quarterly at a rate of 9 per annum The difference between the initial carrying value that was allocated to the Series B Preferred Stock and its redemption value of $3 million will be charged to retained earnings (with a corresponding increase in the carrying value of the Series B Preferred Stock) over the first five years of the contract as an adjustment to the dividend yield using the level yield method During 201 1 the Company elected to suspend dividend payments For the year ended December 31 2012 total dividends of $3462 had been declared but not paid On February 22 201 3 1 3548387 of common shares were issued to the US Treasury in exchange for the $60 million and $3 million of Fixed Rate Cumulative Preferred Stock Series A and Series B respectively The Treasury subsequently sold those shares to institutional investors at $465 per share In addition the Company paid $6 million of dividends to the Treasury which included 1 00 of past due dividends and dividends due through February 22 2013
Note 20 - Regulatory Matters
The Companys primary source of cash is dividends received from its subsidiary bank The subsidiary bank is subject to certain restrictions on the amount of dividends that it may declare without prior regulatory approva L In addition the dividends declared cannot be in excess of the amount which would cause the subsidiary bank to fall below the minimum required for capital adequacy purposes
Banks and bank holding companies are subject to regulatory capital requirements administered by federal banking agencies Capital adequacy guidelines and additionally for banks prompt corrective action regulations involve quantitative measures of assets liabilities and certain off-balance-sheet items calculated under reg ulatory accounting practices Capital amounts and classifications are also subject to qualitative judgments by regulators Failure to meet capital requirements can initiate regulatory action Management believes as of December 3 1 2014 the Company and Bank meet al l capital adequacy requirements to which they are subject
Prompt corrective action regulations provide five classifications well capitalized adequately capitalized undercapitalized significantly u ndercapitalized and critically undercapitaized although these terms are not used to represent overall financial condition If adequately capitalized regu latory approval is required to accept brokered deposits If undercapitalized capital distributions are limited as is asset growth and expansion and capital restoration p lans are required At year-end 201 4 and 2013 the most recent reg ulatory notifications categorized the Bank as well capitalized under the regulatory framework for prompt corrective action There are no conditions or events since that notification that management believes have changed the institutions category
44
STAN DARD BANCSHARES I NC AND SUBSI DIARI ES
NOTES TO CONSOLIDATED FI NANCIAL STATEMENTS (in thousands except share data)
Note 20 - Regulatory Matters (Continued)
The Banks actual and required capital amounts and ratios are as follows
To Be Well Capitalized U nder
For Capital Prompt Corrective Actual Adeguac[ Puqoses Action Provisions
Amount Ratio Amount Ratio Amount Ratio As of December 31 2014 Total Capital
(to risk-based assets) Company $271 785 143 $ 152226 80 NA NA Bank 269993 1 42 1 52229 80 $1 90286 1 00
Tier I Capital (to risk-based assets) Company 247887 1 30 76 1 1 3 40 NA NA Bank 246093 129 761 14 40 1 14 171 60
Tier I Capital (to average assets) Company 247887 1 08 92 1 26 240 NA NA Bank 246 093 1 07 92 1 09 240 1 1 5 1 36 2 5 0
As of December 31 2013 Total Capital
(to risk-based assets) Company $246213 1 38 $142344 280 NA NA Bank 244607 1 38 1 42 170 280 $ 1 77713 2100
Tier I Capital (to risk-based assets) Company 223444 126 71 1 72 240 NA NIA Bank 221 838 1 25 71 085 240 1 06628 2 60
Tier I Capital (to average assets) Company 223444 1 03 86430 240 NIA NA Bank 221 838 1 03 86450 240 1 08 063 2 50
45
STANDARD BANCSHARES INC AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (in thousands except share data)
Note 21 - Capital Management
The overall objectives of the Companys capital management are to have the availability of sufficient capital to support loan deposit and other asset and liability g rowth and to maintain capital to absorb unforeseen losses or write-downs that are inherent in the business risk associated within the banking industry The Company seeks to balance the need for higher capital levels to address growth and unforeseen risks and the goal to achieve an adequate return on capital invested
In July 201 3 the federal banking agencies issued a final rule revising the regulatory capital rules applicable to most national banks and federal savings associations as well as their holding companies generally beginning on January 1 201 5 The rule implements the Basel Committees December 201 O framework known as Basel I l l for strengthening the international capital standards as wel l as certain p rovisions of the Dodd-Frank Act The final ru le implements a revised definition of regu latory capita l a new common equity Tier 1 minimum capital requirement of 450 and a higher minimum Tier 1 capital requirement of 600 (which is an increase from 400) Under the final rule the total capital ratio remains at 800 and the minimum leverage ratio is 400
Additionally under the final rule in order to avoid l imitations on capital distributions including dividend payments and certain discretionary bonus payments to executive officers a banking organization must hold a 25 capital conservation buffer composed of common equity Tier 1 capital above its minimum risk-based capital requirements The b uffer is measured relative to risk-weighted assets The final rule also enhances risk sensitivity and addresses weaknesses identified by the regulators over recent years with the measure of risk-weighted assets
The new minimum capital requirements will b e effective for the Company on January 1 201 5 whereas the capital conservation buffer and the deductions from common equity Tier 1 capital phase in over time beginning on January 1 201 6
Capital Raise
On February 22 201 3 Standard Bancshares Inc completed its recapitalization by issuing 29864795 shares of common stock at $465 per share for gross proceeds of $ 1 389 million 1 3 548387 of the common shares were issued to the US Treasury (the Treasury) in exchange for the $63 million of Fixed Rate Cumulative Preferred Shares Series A and B The Treasury subsequently sold those shares to I nstitutional Investors at $465 per share An additional 16 316408 of common shares were issued to Institutional Investors and private investors Of the aggregate 29864795 common shares issued 1 9430750 are voting shares and 1 0434045 are mm-voting shares
In conjunction with the recapitalization the Articles of Incorporation of the Company were amended to authorize 20000000 shares of preferred stock at $001 par value No preferred stock has been issued as of December 31 2014
Sto ck Settled Rights (SSRs)
On February 22 201 3 in connection with the recapitalization of the Company the Board of Directors distributed as a dividend in kind 7293407 Stock Settled Rights (SSRs) to the holders of the Common Stock as of the Record Date (November 5 2012) The number of SSRs issued is equal to the product of (i) 03888 and (ii) 18757921 the number Common Shares outstanding as of the Record Date The estimated fair value of the SSRs completed by an independent third party as of September 30 2014 and February 22 201 3 was determined to be approximately $026 per SSR or $1 880 and approximately $021 per SSR or $1 532 respectively Expense recorded related to the SSRs was $1 880 in 2014 No expense was recorded in 201 3
46
STANDARD BANCSHARES INC AND SUBSI DIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (in thousands except share data)
Note 21 - Capital Management (Continued)
Stock Settled Rights (SSRs) (Continued)
The SSRs are structured as common stock dividends to be paid to certain common shareholders of the Company under specific conditions The amount of common stock to be distributed is determined by a formula that considers among other things the value of the outstanding common stock at the Settlement Date Settlement Date is defined as the earlier of (i) the date a liquidity event (an I POrecapitalization or a sale of control) occurs during the term of the SSRs and (ii) the SSR Expiration Date (February 22 201 8) The SSRs will be exercised based on the value of the common shares at that time subject to the Settlement Rate formula
The Accretion Rate is a component of the Settlement Rate It is either an middotannual rate of 80 or 120 with the value determined by the cum ulative economic losses that occur in the loan portfolio from June 30 201 1 to the time the SSRs are settled
On the Settlement Date the Company shall determine the number of shares of Common Stock issuable upon the settlement of an SSR The Settlement Rate shall be calculated based on a formula that considers among other factors the value per share of the common stock on a fully diluted basis reduced by the accretion rate with that number divided by the value per share of common stock on a fully diluted basis
If the Settlement Rate is greater than zero the Company shall issue and deliver to each of the SSR Holders a number of shares of Common Stock equal to the product of (i) the Settlement Rate multiplied by (ii) the number of SSRs held by such H older as reflected in the SSR register as of the close of business on the last Business Day prior to such Settlement Date
In connection with the occurrence of a Liquidity Event on or prior to the Expiration Date the Board of Directors may at its option and in its sole discretion order the redemption and the Company may redeem the SSRs in whole or in part at the redemption price per SSR based on a formula that considers the price per share of Common Stock at which the Company is valued on a fully diluted basis in connection with such Liquidity Event as determined in good faith by the Independent Committee plus a l l cash dividends paid oil the common stock from the date of issuance of the SSRs less $465 accreting on a daily basis at the Accretion Rate
The Company hired an independent third party firm to value the SSRs The following variables were taken into consideration when deriving a value for the SS Rs
1 ) The probability of a liquidity event (sale of control or PO) during the term of the SS Rs 2) The Accretion Rate assigned to the Settlement Rate of the SSRs 3) The estimated value of the Companys common stock at the earlier of a) a liquidity event or b)
the SSR Expiration Date (February 22 201 8) 4) The type of liquidity event that might occur 5) Future value parameters including a) tangible common book value b) earnings and c) market
conditions
The valuation of the common shares at the Settlement Date will depend on the Companys financial condition and the market pricing of financial institution stock both on a stand-alone basis and on a sale of control basis at that time
47
STANDARD BANCSHARES I NC AND SUBSIDIARI ES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (in thousands except share data)
Note 22 - Condensed Financial Statements
The Company was incorporated in I l linois on February 23 1 982 The Company accounts for its investment in subsidiaries under the equity method Under this method the investment is recorded at cost adjusted for the subsidiaries undistributed net income (loss) Presented below are the condensed financial statements of Standard Bancshares I nc (Parent Company Only)
Assets Cash Investment in subsidiaries Other assets
Total assets
CONDENSED BALANCE SH EETS DECEMBER 31 2014 AND 2013
Liabilities and shareholders equity Other liabilities Total stockholders equity
Total liabilities amp stockholders equity
2014 $ 4 163
264242 328
$268733
$ 2685 266048
$268733
CON DENSED STATEMENTS O F I N COME YEARS ENDED D ECEMBER 31 201 4 201 3 AND 201 2
2014 I ncome
Other income $
Expenses 2909 Loss before income taxes and equity in undistributed
earnings of subsidiaries (2909) Income tax benefit 88
Loss before equity in undistributed earnings of subsidiaries (2821)
Equity in undistributed earnings (loss) of subsidiaries 1 7 1 1 5
Net income (loss) 1 4294 Preferred dividends and discount accretion on preferred shares
Net income (loss) applicable to common shareholders $1 4294
48
201 3 $ 2 1 95
248 090 1 944
$252229
$ 322 251 907
$252229
201 3 201 2
$ $ 1
1 747 8539
(1 747) (8538) 291 1 0 1 7
(1 456) (7521) 9 629 (23241) 8 173 (30762) 1 1 24 4090
$ 7049 $(34852)
STAN DARD BANCSHARES INC AND SUBSIDIARIES
NOTES TO CONSOLIDATED FI NANCIAL STATEMENTS (in thousands except share data)
Note 22 - Condensed Financial Statements (Continued)
CONDENSE D STATEMENTS OF CASH FLOWS YEARS ENDED DECEMBER 31 2014 201 3 AND 201 2
Cash flows from operating activities Net income (loss)
Adjustments Equity in undistributed net (income) loss of subsidiaries Amortization Stock based compensation expense ( Increase) decrease in other assets Increase (decrease) in other liabilities
Net cash provided by (used in) operating activities Cash flows from financing activities
Issuance of common stock net of issuance costs Capital contribution to Standard Bank Repayment of note payable Cash Dividends
N et cash provided by financing activities
Net increase (decrease) in cash
Cash - beginning of year
Cash - end of year middot
Supplemental schedule of non-cash financing activities Change in par value on common stock Exchange of preferred stock to common stock
49
2014
$ 1 4294
( 17 1 1 5) 28
782 1 616 2363 1 968
1 968
2 1 95
$ 4 163
$ $
201 3
$ 8 1 73
(9629) 29
441 1 872
(4273) (3387)
68598 (41 500) ( 16 1 00)
(6026) 4972
1 585
6 1 0
$ 2 1 95
$ 4277 $63000
201 2
$(30762)
23241 6 1 67
( 1908) 2 043
( 1 2 1 9)
( 1 2 1 9)
1 829
$ 6 1 0
$ $
FORM FR Y-6
STANDARD BANCSHARES INC
Hickory Hills Illinois Year Ending Dccember31 2014
REPORT ITEM
1 The BHC Is not registered with the SEC Coples of the Annual Report Nil be sent undersepirate cover when completed
2a Organization Chart fo Standard BallCShares Inc
I THE BOULEVARD INC
SL John Indiana 100
JnCQrporated in Indiana
2b Branch Verification
STANDARD BANCSHARES INC Hickory Hills Illinois Jncorporateltl In Illinois
STANDARD BANKAND TRUST COMPANY Hickory Hills llllnois
Incorporated In lllnols 100
I STANDARD REDEVELOPMENT INC
Hickory Hills Illinois 100
Incorporated in Illinois
(Not subject to Y-10 reporting ) Code 91 CE - Liquidation Of debts previously contracted
The branch and lax-kl flStings were emailed to branch revieW on 223115
3 (1) As ofyear-end
Name and Address
Trident SBI Holdings lP Greeffilidl CT
Robert E Gallagher Sr Trust John D Gallagher Trustee Palos Heights IL
The Gallagher Standard Bancshares TR Timolhy J GaJagheuror Trustee Hickory Hitls IL
Pantheon Standard LP San Francisco CA
CohesVe Capital Parners LP New York NY W Capital Partners II LP NewYork NY
Couritrlt of Citizenship or lncorooratlon Number and Percentage Of Voting Serurtties
USA 5662194- 1483
USA 5516086 - 1444
USA 4382666 - 1 t47
USA 3762128-985
USA 2 150537 - S63
USA 2 150537 - 563
Note llle shares in the Robert E Gallagher Sr Tr are voted on by John D Gallagher Director of Standard Bank Tue shares Jn the Gallager Standard Bancshares Tr are voted on by Timolhy J Gallagher Director of Standard Bank
3 (2) OtherSharehofors oat listed in Section 3 (1) above that held more than 5 during the year
None
Resuhs A Ilse of branches forvour holdln1 company STANDARD 8ANCSHARES INC (1245590) or HICKORY HILLS IL
The d1ta are n of 12312014 Data re II Kb information tlat wu received aod processed throuah 01072015
Rconcill1Uon and Vc1Uon St I DI 1 In the DIH Action column of each br111Ch row enter one or mort of the actioru specified below
2 If required enter the date In the Ettcttve Olte column
-OK tf the bnch Information s correct enter OK in the Oita AdJon column
Chi nee If the bndl Information Is Incorrect Of Incomplete revt the data enter Chance In the Dita Action column ind the d11te when this infOfmation first became v1lid In the Effective Ote column
am If a bnch listed was sold or clowd enterOose In tht Dita Action column and the s1e or dosured11te In the EtfectW Olte colurm
Olete If a bru1eh listed wu never owntd by this depository Institution enter Delete In the Oeta Acckgtn column
Add If a rt portable brtinch Is mlsslna lnStrt a row add the branch data ald entu Add In the Olt1 Action column and the opening or acquisition date In the Effecttve Date column
If prntln1 this list you m1y need to adjust your page Utup In MS E11ce1 Try using landscape orientation page sollria andor legal sized paper
Submlnion PfOOtdurbull When you ire finished send a saved copy to vour FRB contact Su the detailed lnlttldlons on this si for more informatlon
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Note To satisfy the FR Y-10 reportln1 requirements YoU must tiho submit FR Y-10 Domestic Branth Schedules for each branch with a Data Actlon of Olan1e Close Delete or Add
Thbull FR Y-10 report may be submitted 1n a hardcopy format or 11ia the FR Ymiddot10 OnH11e application middot httpsylOonllnefederalrerve1ov
bull FDtC UNINUM Office Number and ID_RSSO co1unvu ara for reference only Verification of these values is not required
- - 8nch Suvlce Type Branch 10 RSSO ia- terNeme Street Address City
ok FuUServltefHud Officel 19730 STAN OARD BANK ANO TRUST COMPANY 7800 WEST 9STH STREET HICKORY HILLS
ok Full Service 3202168 BOLINGBROOK BRANCH 282 NORTH WEBER ROAD BOLINGBROOK
ok Limited Strvce 4126065 CALUMET CITY 1968 SIBLEY BOULEVARD CALUMET CITY
FullSetvke 3309928 CLARK STREET 8RANOi 3747 NORnt CLARK STREET atlCAGO
ok FullServiett 474339 EWING BRANOf 10635 SOUTH EWING AVENUE CHICAGO
ok Full Servtce 2079925 HEGWISCH BRANCH 13336 SOUTH BALTIMORE AVENUE CHICAGO
ok limited Se-rvke 20817)5 SOUnt DERRING FACILITY 10535 SOVTH TORRENCE AVENUE CHICAGO
Full Service 4099271 THOREK BRANOi 836 WEST IRVING PARK ROAD OUCAGO
ok Full Service 2121280 COAL CITY BRANot 20 SOUTH KANKAKEE COAlCITY
full Service 2809038 EVERGREEN PARK BRANCH 2400 WEST 95TH STREET EVUtGREEN PARK
ok Full Service 3188909 FRANKFORT BRANCH 19997 LA GRANGE ROAD FRANKFORT
Full5etvice 810436 CiARONERBRANCJ1 118 DEPOT STREET GARDNER
ok FultSrvlct 3188897 JOLIET ampRANCJ1 2398 ESSINGTON ROAO JOLIET
Full Service 3439553 LOClCPORT BRANCH 16545 WEST 159TH STREET LOCKPORT
ok Full Service 290931 LYONSlST AVENUE BRANCH 8601 OGDEN AVENUE LYONS
ok Full Service 3671504 MINOOKA BRANCH 515 WESTUS ROUTE 6 MINOOKA
ok LlmltcServfce 2111338 MOAAIS LISBON BRANCH 1433 USBON STREET MORRIS
ok Full Servkt 2809010 MORRIS ROUTE 6 BRANCH 1111 WEST US ROUTpound 6 MORRIS
Ful1 Servlct 2809047 NAPERVILLE BRANCH 1607 NORTH AURORA ROAD NAPERVILLE
ok full 5ervfce 2809056 NEW LENOX BRANCH 456 NELSON ROAD NEW LENOX
Full sMce 2103129 OAK FOREST BRANOf 15901 SOUTH CENTRAL AVENUE OAX FOREST
ok Full SeMct 3490255 OAK LAWN lllTH BRANOf 4700 WEST 111TH STREET OAK LAWN
ok Full Sfrvlce 2096717 OAK LAWN 95TH BRANCH 4001 WEST 95TH STREET OAK LAWN
ok Full Service 2295538 ORLAND PARK BRANCH lSCXJO SOUTH WOLF ROAD ORLAND PARt
State VpCode
IL 60457
IL 60440
IL 60409
IL E06H
IL 00617
IL 0063
IL 00617
IL 60613
IL 60416
IL 60805
IL 6042
IL 60424
IL 60435
IL 60441
IL 60534
I L 60447
IL 60450
IL 60450
IL 60563
IL 60451
IL 60452
IL 60453
IL 60453
IL 60467
County CawN FDICUNINUM Offb Numberbull Haad otfice Head Office 10 RSSD Comments
COOK UNITEO STATES 10748 0 STANOARO BANK ANO TRUST COMPANY 19730
Will UN ITED STATES 419532 34 STANDARD BANK ANO TRUST COMPANY 19730
COOK UNITED STATES 510611 44 STANDARD BANK AND TRUST COMPANY 19730
COOK UNITpound0 STATES 429662 35 STANDARD BANK ANO TRUST COMPANY 19730
COOK UNITED STATES 12089 18 STANDARD BANK AND TRUST COMPANY 73ltgt
COOK UNITED STATES 244100 20 STANDARD BANK ANO TRUST COMPANY 19730
COOK UNITED STATES 244099 19 STANDARD BANK ANO TRUST COMPANY 19730
COOK UNITED STATpoundS 510612 4S STANDARD BANKANDTRUSTCOMPANV 1973ltgt
GRUNDY UNITED STATES 263852 17 STANDARD SANK AND TRUST COMPANY 730
COOK UNITED STATES 13875 4 STAN OARD BANK AND TRUST COMPANY 19730
Will UNITED STATES 357237 15 STAN OARD BANK AND TRUST COMPANY 19730
GRUNDY UNITED STATES 7234 1 STAN DARO BANK ANO TRUST COMPANY 19730
Will UNITED STATES 238ASA 13 STANDARD BANK ANO TRUST COMPANY 19730
Will UNlTEO STATES 450324 38 STAN OARD BANK AND TRUST COMPANY 19730
COOK UNITED STATES 10912 22 STANDARD BANK ANO TRUST COMPANY 19730
GRUNDY UNITED STATES 465426 42 STANDARD BANK AND TRUST COMPANY 1973ltgt
GRUNDY UNITED STATES 266774 16 STANDARD BANK ANO TRUST COMPANY 1730
GRUNDY UNITED STATES 2243S6 10 STANDARD BANK AND TRUST COMPANY 19730
OU PAGE UNITED STATES 238451 6 STANDARD BANK ANO TRUST COMPANY 19730
Will UNITED STATpoundS 238452 11 STAN OARD BANK ANO TRUST COMPANY 19730
COOK UNTED STATES 244101 21 STANDARD BANK AND TRUST COMPANY 19730
COOK UNITED STATES 441863 36 STANDARD BANK AND TRUST COMPANY 19730
COOK UNITED STATES 238447 1 STANDARD BANK AND TRUST COMPANY 19730
COOK UNITED STATES 238450 5 STANDARD BANt AND TRUST COMPANY 19730
ok Fullrvke 2100379 PALOS 11HH BfANOl 11901 SOUTHWEST HIGHWAY PALOSPARIC ll 00464 COOK UNITED STATES 238448 2 STAN DARO BANK AND TRUST COMPANY 19730
ok rulSltVice 2427544 PALOS lllST BRANCH 9700WEST lllST STREET PALOS PARK ll 00464 COOK UNlTEOSTATES 238449 3 STAN DARO BANK AND TRUST COMPANY 19730
ot llmtedSrvke 3490273 NORTH RIVERSIDE BRANCH BJSOWEST CERMAK ROAD RlvtRSlDE ll COOK UNITED STATES 441864 37 STANDARD BANK AND TRUST COMPANY 19730
ot FuLServke 3202171 SHOREWOOD BRANOl 970 BROOK FOREST AVENUE SHOREWOOD It - t UNITED STATES 419531 33 STANDARD BANICANDTRUSTCOMPANY 19730
ok FulSrvlee 3188918 VILLA PARK BfWIOi 1 WESrRoostVrlTROAD VlltAPARIC It 50181 OUPAGE UNITED STATES 238455 14 STANDARDBANKANDTRUSTCOMPANY 19730
ok FulSrvke WllMINGTON BRANCH lOOSSOUTH WATER STREET WILMINGTON It 004 lt UNITED STATES 238453 12 STANDARD BANK AND TRUST COMPANY 19730
ok Fulfrvk 3197031 CHESTERTON BRANCH middot 755 JNDIAN BOUNDARY ROAD OIESTERTON IN PORTER UNITEDSTAlES 275664 32 STANDARD BANK AND TRUST COMPANY 19730
ok ruUrvic 2161D17 EASTCHCAGO BRANCH 4518 lNOANAPOUS BOULEVARD EAST CHICAGO IN 46312 lAKE UNITEDSTAlES 29 STANDARDSANKANDTRUSTCOMPANY 19730
ok Fulrvk 4913n HAMMOND BRANCH 1007 CALUMET AVENUE HAMMOND IN 46324 AKE UNITEDSTAlES 42227 30 STANDARD BANK AND TRUST COMPANY 19730
Fulrvlc 2161D3S HIGHtAND BRANCH 2930 RIDGE ROAD HIGHLAND IN 46322 UNITEOSTAlES 275659 27 STANDARD BANK AND lRUST COMP AN I 19730
ot Futtsrvke 2161044 LOWHl BRANCH 2090 EAST COMMERICALAVENUE LOWELL IN 463Sfgt21r AKE ONITEDSTAlES 275661 28 STANDARD BANK ANDTRUSTCOMPANI 19730
ok Full Srvlce 3439562 MERRlllVlllE BRANCH 579WESTUNCOlN HIGHWAY MERRlllVlllE IN 46410 AKE ONlEO STATES 450325 39 STANDARD BANK AND TRUST COMPANI 19730
ok Full Srvice 453712 SAINT JOHN BRANCH 9321 WICKER AVENUE SAINT JOHN IN 46373middot00 AKE ONtlEDSTATES 42414 26 STANDARD BANK AND rnusr COMPANY 19730
middot
Report ttem 4 Directors and Office (1) Name amp Address
J-Ohn R Barber New York NY
Christopher Doody Ne-vYork NY
1pound1 Pnncipal Occupation [rtmiddotrmiddotwittl BHC
Mariaging Partner eohesiVe ea pita I
Princlpal Storm Point Capital
(3) (bull) TrtiePosition with BHC Diredor
Director
FORM FR Y-9
STANDARD BANCSHARES INC Fiscal YearEnding Decttmber3112014
(3) lb) ltlePosition wffi1 Subsidiaries
NIA
NIA
(3) (c TrtlePosltlon wttn otherbuslne$es
Managtng Partner Cohesive Capital
Principal Stone Point Ciipitit
bull Stone Point ls the manager of the TriOOnt funds which are investment entities that own 25 or morn of the outstanding voting seairities orinlerests in various companles Mr Doody ls an ernployee and officer of Stone Point and is oo deemed to contror S1oria Point or the Trldent Funds He is not a principal securities holder of Stone Point or the Trident Funds The invstmenl committees of the Trident Funds are responsible for voting the shares or such companies and Mr Doody is not a member of the investment committees of the Trident Fonds A sctiedule of such companies in which U1e Trident funds hnve invested is available upon request
John o Gallagher Ortand Park IL
Managing Genera[ Partner OfdlarU Hill Bldg Co
Director Dior-standarU Bank
Managin9 GenerBi Partner Orchard HlllmiddotB1dg Co President Ordiard Hm Building Co Inc
Managing Member Qnhard Hill Construction LLC
Managing Membelt Austin Construction Co bull LLC
Presdenl Bougton Development Co
President ennStructildeg Co lnc
Prestdenl middot Farmingdare Development eomiddot
middotana9in middotRa -middot middot fariTijngdre _Mittwo middot
Pldciit_ _ Fam1r9dale Utilify Co_
Managing Partner Frtz91erald Lad lnvestment Ptshp
(4) a) 1w of Voting Shares in BHC
563
middot1483
14450
(4)(o) (4) (b) Names of othfr companitts 4 of Voting (if 25 ormorl voting Shares in Subs securities a held
NIA
NIA
NIA
NIA
NIA
NIA
NIA
NIA
NIA
NIA
Dryden Cons1rudioo Co Inc 100
NIA
NIA
NIA
Frtzgerald Land Investment Plshp 25
(1) Name amp Mdlt=
John D Gallagher CJriand Pru IL
(2) Principal rbull _ BHC1
(3) (b) TdfePosition wiU1 SubsXfiarics
(J)(c TrtiePttSition wTUi other buslncssts
Trustee-Vote 100 Galla171ormiddot Henr)Tnisl
- Gallagher amp Henry Inc
Prumlaquo GaDaQhef Parloecs LP GB4 Jnc
Managing Partner Gl6mwod DevelopmElnt Co
Managmjl farlnelt Heruy Co Managmo Hermann Umd Investment Ptshp
Managing- Kolarlrugtd I lgthp Preltldeot Kokast -kimes Inc
PreSdenl Coo$trixtioo middotmiddot nc
- -MiAdams 400 Investment Ptshp
Msoagir(Q Partner Meifefl1 id lnpoundiiini _Pthp Managing Partner sr middotGod 1nVeslmoo Pbhp Managiog Partnef
-LampftPtshp TruSt6e
ThOGalfaghmiddotorSliujiini middot Trust
(4) (bull) of Voting Shares in BHC
(4) (b) of Voting Shares In SUbs
Names of other companies frf 25 degmom voting securiDes arn heJd NIA
NIA
NIA
NIA
NIA
NIA
NIA
Hennarm Lnnd Investment Ptshp 25
K6irland lovStrnerrlPiStip 25 NIA
NIA
NIA
Laod lNeStrnloi PlShp 25
df1li3 lfjJrlvtrpnt PWiP 25
Land l hp 25
e(Lao1fl PtShp 25_-xmiddotmiddot middot
standard tWesTrust 25 middot
(1) Name amp Address
Tnnothy J GsJlaghet Burr Ridge IL
(2) Principal Occupation [d other than with BHC)
(J) (a) TrltePosifion wtth BHC
(3)(b) TdiePosffion wittl Subskfcuies
OlaHrnan of the Board
(J) (c) TitlePosition with other businees
PreOOeot Brittany Glen Homeownoc l=gtc Suffield Woods Homeowner Assoc FanntngdaJe Viage Com Assoc fumlogdale Vdlage Com Assoc 2 Misty Meadoyenr Homeowner Assoc 1ltings1on Hills liomeOMler Assoc Gallagheramp Henrys Condos Goodiogs Grove Assoc Ganaghcr amp Heruys Goocfings Grove Umbretia Assoc Farmingdale Vil Cooos of Woodridge Homeowner Assoc Radc5ffe rtMe TOvlfflhomes Assoc
BNC OWnefs Assodatioo
Boughton Woodward Commenial Center LLC su-lgle MembeltUC- GB4 i5 member
Union Poirrte Investors Uc Sing1e MemberlLC- Union PcWe Oevclopmeot Co b member
Uoion POOte Buadlog Venture 1lLC Union 00rt lnvestorn LlC ts member Union Pofrrte Buikfing Venlilre 112 LLC Unton Point nveslor lLC is member
Union Pointe Boikfing Venture 3 LLC Union Poinl lnveslors UC is member
standgtnJ Bank -ALm1 Construction Co LlC
Pminlaquo Frtzyerald Lnnd Investment Pbttp
(lt)(bull) ofVotlng Shares in BHC
11520
(4) (b) ofVotiog Shares in Subs
NIA
Names of other companies (If 25 or l1XgtflJ voting securities aro held
NIA NIA NIA NIA NIA NIA NIA WA NIA NIA NIA
WA
NIA
WA
WA
NIA
NIA
WA
NIA
NIA
NIA
WA
WA
(1) =
Timothy J GJJbghctshyBorr Ridge IL
(2) Principal (if oUJef than wtth BHC)
3 (a) TitlePosition wilh BHC (3) 1c) Trtielosilion with other businesses ampcretuy amp Henry Inc
_ GieoMXgtd Developmeot Co
Partner Hermann Land Investment Pt5hp KOOr land Investment Ptstip
Secret3y Kolcast Homes loo
__ Koamp Construction Co Inc
Secrebgty Ordnrd Hin Buikfing Co Inc
Pa1nelt srrvb land 1ovestrnent Pshp -Smotelt Land Investment Ptshp Trustee- Vote 100 The Gollagher stmdafd
Trust
-- uruoo Pointe Development Co
lt4)(a) ofVotiog Shares in BHC
(4) (b) of Voting Shares In Sobs
tfamos of othcreomnk (lf25 ormoro vo6ng sccuritios arc held
NIA
NIA
NIA
Hennano Land Investment Ptshp 25
Kolar land Investment Pshp 25
NIA
NIA
NIA
Maas Land Investment Ptshp 25
McAdams Iand lnv=tmeni Plshp 25
Medema land lnvestme111 Ptshp 25
NIA
NIA
NIA
Slivka land Investment Plshp 25
SmoterUmd I Ptshp 25
Unkio Pointe Devdopmcot Co 25
(11 (21 Pl (a) 3 (b) 3) c) 4 (a) (4)b) Names of othelt com pan Name amp Adqross princi Occupation TJdcPositiorl TJHePositiorl TrticPosIDon of Voting of Voting [If 25 or mon voting
(if other than with Bl tc) wtth SHC with Subsidiaries with other businesses Shares In BHC Shares in Subs securities are heJd
Timothy J GaUagilet Slaquoretmy GB4 Inc SurRXgeIL GB4 lnc 251
Uoioo Polnte Bonding Venture 3 UC NIA Uoiont PoCnt lnves1ocs LLC is member
Lawraooe P Kelley NIA DirododVJCO Chaifman Oamp-edooVlce Chairman NIA 023lt))1 NIA NIA Pltullt IL PreraquoleoUCEO -0-0
standam Bank
Atampief Ko-arldt NIA DirodOlt Dirodoc NIA 0140 NIA NIA 1-fmsdak ll -
Howrd K Priess JI - deg Dirodoc Solo Pradiltgtoelt 0140 NIA NIA NapeMe IL Standard Bank
Owner White Oak Construction LlC Wh4te Oak Construction LLC 100
Robert A RoslKWt NIA Lead ndepcodeot Director oltedoc NIA D140( NIA NIA QOCago u standanl Bank
Charles E Shomo rv NIA deg Ciredor NIA 013lfI( NIA NIA Bur Ridgo IL standam Bank
Patrick J Hunt NIA _ Executive VPCFO NIA 008 NIA NIA Palos Heights IL EVPCfO standanl Bank
deg Scoltzu NIA Asst VPJAssl Asst VPAsst Secy NIA 00CXgt1 NIA NIA
Everyreen Park IL Sea-- SiandagtO Bank
STAN DARD BANCSHARES INC AND SUBSI DIARIES
NOTES TO CONSOLI DATED FI NANCIAL STATEMENTS (in thousands except share data)
Note 9 - Bank Owned Life Insurance
The Bank acquired life insurance policies through prior bank acquisitions and by direct purchase At December 3 1 2014 and 2013 the cash surrender value of these policies was $48470 and $47033 respectively No additional l ife insurance was purchased during 2014 or 2013
Note 10 - Deposits
Deposits at December 3 1 2014 and 2013 by major category are as follows
Demand deposits Non-interest-bearing Interest-bearing
Total demand deposits Savings deposits Time deposits Brokered deposits
Total deposits
2014
$ 612646 492 799
1 1 05445 374142 405857 1 08 1 28
$1 993 572
201 3
$ 536325 525 145
1 061 470 36341 8 427815
66 402
$1 91 9 1 05
The aggregate amount of deposits reclassified as loans (overdrafts) amounted to $2548 and $2781 at December 3 1 2014 and 201 3 respectively
Time deposits that met or exceed the FDIC insurance limit of $250 at year-end 201 4 and 2013 were $1 1 0 1 77 and $92681 respectively
At December 3 1 2014 scheduled maturities of certificates of deposit including brokered deposits are as follows
201 5 2016 2017 201 8 201 9 2020 and thereafter
$408455 65585 1 9838
9830 1 0277
$513 985
Deposits from related parties totaled $33614 and $32595 at December 31 2014 and 201 3 respectively
32
STANDARD BANCSHARES INC AND SU BSI DIARIES
NOTES TO CONSOLI DATED FINANCIAL STATEMENTS (in thousands except share data)
Note 1 1 - Advances from Federal Home Loan Bank
There were no outstanding advances with the Federal Home Loan Bank at December 3 1 201 3 The indebtedness to the Federal Home Loan Bank at December 3 1 2014 was $1 5000 consisting of the following fixed rate advances
Due Date
June 27 201 6 June 27 201 6
Total advances
I nterest Rate
057 057
2014
$1 3000 2 000
$1 5 000
Al l advances and letters of credit from the Federal Home Loan Bank (FHLB) were secured by a g eneral lien on qualifying commercial real estate residential mortgages and home equity loans of the Bank Each advance is payable at its maturity date with a prepayment penalty for fixed rate advances Letters of credit outstanding from the FHLB totaled $3872 and $41 946 at year-end 2014 and 201 3 respectively The advances and letters of credit were collateralized by $679990 of commercial real estate and mortgage loans in 2014 and $203845 of mortgage loans under a blanket lien arrangement at year-end 2013 Based on this collateral and the Companys holdings of FHLB stock the Company was eligible to borrow up to a total of $26951 3 at year-end 2014
Note 1 2 - Other I ncome
Other income consists of the following
Gain (loss) on sale of other real estate owned Gain on sale of premises and equipment Debit cardATM fees Trust feesBrokerage Fees Loan fees and commissions Cash management Bank Owned Life Insurance income Miscellaneous income
Total other income
33
2014
$ 426 491
28 1 8 2533
658 2641 1 437
921
lll 1 925
201 3 201 2
$ 1 70 $ ( 1 36) 1 1 8
2935 2829 2364 1 927
680 932 2286 2020 1 437 1 469 1 267 886
ll1 1 1 40 ll 9 945
STANDARD BANCSHARES INC AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (in thousands except share data)
Note 1 3 - Employee Benefit Plans
Profit Sharing
The Companys bank subsidiary maintains a defined contribution 401 (k) Plan Under terms of the Plan employees meeting age and service requirements may elect to have their compensation reduced and have that amount contributed to the Plan as a salary deferral contribution The Bank at its discretion may make a matching contribution to the Plan equal to a u niform percentage of the salary deferral contributions Apart from any matching contribution the Bank may also make a separate discretionary contribution to the Plan The final liability for matching contributions if any is determined after yearshyend requiring the Bank to estimate its discretionary contribution expense at year end Contribution expense recorded by the Bank amounted to approximately $ 1 1 79 $1 254 and $ 1 685 for 2014 201 3 and 201 2 respectively
Non-Qualified Plan
The Bank maintains a non-qualified deferred compensation plan for a select group of management and employees as determined by the Board of Directors Annual awards if any are based o n preshyestablished performance criteria which are communicated to eligible employees Benefits under the Plan vest after a five year period The liability under the Plan was $403 and $503 as of December 3 1 2014 and 201 3 respectively There was n o expense recorded in 2014 2013 o r 2012
Non qualified Sto ck Option Plan
Pursuant to the Capital Raise Investment Agreements on February 1 2 20 1 3 the Board of Directors of the Company adopted the Standard Bancshares Inc Stock Option Incentive Plan to be effective immediately after the Closing of the capital raise (please refer to Note 21 ) Pursuant to the Stock Option Incentive Plan the Compensation Committee of the Board of Directors of the Company is authorized to grant Incentive Stock Option awards Nonqualified Stock Option awards or a combination thereof to certain officers directors consultants or employees of the Company or any of its Subsidiaries or Affiliates aggregating up to 5402524 shares of the Companys common stock
The option price per share of stock purchasable under a stock option shall not be less than 1 00 of the fair market value of the common stock on the day of the grant Stock option vesting is based o n two components 1 ) a time vested option that vests over four years one fourth on each of the first four anniversaries from the option grant date and 2) a performance vested option that vests if there is an exit event resulting in the investor actually realizing an internal rate of return (RR) greater than or equal to 1 2 based on their original investment of $465 per share on February 22 201 3 Vesting is subject to acceleration in certain circumstances The options will expire if not exercised within 1 0 years of the
middot
date of grant and under certain other (employment) circumstances
The fair value of options granted was estimated on the date of grant using the Black Scholes optionsshypricing model using the assumptions noted in the table and commentary below The risk free rate of return is based on the constant maturity yield of a US Treasury note with a fixed rate term of 1 0 years at date of grant The volatility rate is derived from historical index values of publicly-traded commercial banks with assets between $1 and $5 billion Index values of comparably sized companies were used as a proxy because the Companys common stock is not exchange-listed and there is not an active trading market for the common stock The dividend yield assumption is based o n the Companys expected dividend payouts
34
STANDARD BANCSHARES INC AND SUBSIDIARI ES
NOTES TO CONSOLIDATED FI NANCIAL STATEMENTS (in thousands except share data)
Note 1 3 - Employee Benefit Plans (Continued)
Risk free rate of return
2014 20 1 3
275 1 97 Time remaining until expiration of the options Volatility rate
1 O years 1 0 years 1 392 1 587
Dividend yield 000 000
A summary of the activity in the non-qualified stock option plan for 2014 follows Weighted Average
Weighted Remaining Average Contractual
Number of Exercise Term Time Vested Stock Options Shares Price (in years)
2014 Outstanding at beginning of year 1 46651 5 $ 465 915
Granted 1 1 701 95 515 916 Exercised
Expired
Forfeited (23545) 494 870
Outstanding at end of year 2613 165 $ 487 860
Exercisable at end of year 366629 $ 465 815
2013 Outstanding at beginning of year $ Granted 1 466515 465 9 15 Exercised
Expired
Forfeited
Outstanding at end of year 1 465515 $ 465 9 15
Exercisable a t end o f year $
Aggregate Intrinsic Value
$ 1 1 1 8
$ 238
$ 733
$
The weighted average fair value of time vested options granted during 201 4 and 201 3 was $1 21 and $1 3 2 per option respectively
35
STANDARD BANCSHARES INC AND SUBSIDIARI ES
NOTES TO CONSOLIDATED FI NANCIAL STATEMENTS (in thousands except share data)
Note 1 3 - Employee Benefit Plans (Continued)
Performance Vested Stock Options 2014 Outstanding at beginning of year
Granted
Exercised
Expired
Forfeited
Outstanding at end of year
Exercisable at end of year
2013 Outstanding at beginning of year
Granted
Exercised
Expired
Forfeited
Outstanding at end of year
Exercisable at end of year
1 466515
1 170195
(26909)
2609801
1 465515
1 465515
$ 465
515
490
$ 487
$
$ 465
$ 465
$
91 5
91 6
864
860
g_1 5
91 5
$ 1 1 1 8
$
$ 733
$
The weighted average fair value of performance vested options granted during 201 4 and 201 3 was $040 for each year
Time Ve ste d O ption s
The Company recognized $782 and $44 I of stock-based compensation expense related to the granting of time vested stock options for the years ended December 20 14 and 2013 respectively There were no time vested options granted in 2012
As of December 3 1 201 4 there was $2 1 30 of total unrecognized compensation cost related to nonshyvestediime vested options granted underthe Plan The unrecognized cost is expected to be recognized over a weighted-average period of 26 years
Performan ce Veste d O ption s
The value of the performance vested options is a function of 1 ) the likelihood of a n Exit Event and 2) the likelihood of that Exit Event achieving the 1 2 IRR threshold These weighted average probabilities are then m ultiplied by the full value of a time vested option to derive the value of the performance options
The valuation methodology for the performance vested options involved ihree separate analysis
I Sale of control analysis 2 Initial public offering analysis 3 Remain private analysis
There was no expense recorded in 201 4 and 201 3 related to the performance vested options
There were no performance vested options granted in 201 2
36
STANDARD BANCSHARES INC AND SUBSIDIARI ES
N OTES TO CONSOLI DATED FI NANCIAL STATEMENTS (in thousands except share data)
Note 1 3 - Employee Benefit Plans (Continued)
As of December 3 1 2014 there was $1 059 of total unrecognized compensation cost related to nonshyvested performance vested options granted under the Plan The cost is expected to be recognized when it is determined that it is probable that a qualifying Exit Event will occur
Note 1 4 - Commitments
Operating Leases
The Bank leases property at various branch locations unde r terms that are considered to be an operating lease The leases expire in various years through 2020 Office rent expense was $728 $875 and $919 for 2014 2013 and 2012 respectively
Other Co mmitments
The Bank has a contract with a computer seNice company that expires in 201 6 Data processing expense was $2729 $2746 and $2424 for 201 4 201 3 and 2012 respectively
Annual future minimum payments for these agreements are as follows
Note 1 5 - Income Taxes
Year ending December 31 201 5 201 6 2017 20 1 8 201 9 2020 and thereafter
$3037 2884
394 203 1 26
1 6 $6 660
The components of the provision (benefit) for income taxes are as follows
Current Deferred Total Tax Expense (Benefit)
2014 $ 3494
7 1 62 $ 1 0656
201 3 $ 2373
3425 $ 5798
2012 $ 1 306
(6928) $ (5622)
The effective tax rate differs from the federal statutory rate primarily due to the following
Tax at statutory federal income tax rate Tax exempt interest income State income taxes net of federal benefit BOLi income Meals and entertainment Non-deductible expenses Goodwill impairment
201 4
$8483 (133) 1 5 1 6 (486)
77 76
Stock settled rights expense 639
201 3 $ 4750
(82) 766
(486) 84
1 02
2012 $(1 2371 )
(1 08) (866) (500)
79 80
8 1 55
O th enet--=====48=====664=--====(-l --
$1 0656 $ 5798 $ (5622)
37
STANDARD BANCSHARES INC AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (in thousands except share data)
Note 1 5 - Income Taxes (Continued)
The net deferred tax asset included at December 31 2014 and 2013 consists of the following
2014 201 3 Gross deferred tax assets
Allowance for loan losses $19212 $23305 Other real estate owned 2866 49 1 6 Non-accrual loan interest 4064 3 991 State net operating loss 1 835 2358 Accrued compensation 1 938 1 471 Depreciation 1 387 1 412 FNMA amp FHLMC preferred stock 1 270 1 270 Other assets 271 434
Total gross deferred tax assets $32843 $39 157
Gross deferred tax liabilities Purchase accounting adjustments $ 1 069 $ 1 282 Mortgage servicing rights 946 1 060 Unrealized gainloss on AFS securities 1 1 9 692 Other liabilities 1 306 1 31
Total gross deferred tax liabilities $ 3440 $ 3 165
Net deferred tax asset $29403 $35992
At December 31 2014 the Company has $33929 of Illinois net operating loss carryforwards expiring in 2025 and $2330 Indiana net operating Joss expiring in 2025 and 2026 which will be available to reduce future taxable income
The Company does not expect the total amount of unrecognized tax benefrts to significantly change in the next twelve months The Company recognized no interest andor penalties related to tax matters in tax expense
The Company and its subsidiaries are subject to US federal income tax as well as income tax of the state of Illinois and Indiana The Company is no longer subject to examination by taxing authorities for years before 201 0
3 8
STAN DARD BANCSHARES INC AND SUBSIDIARIES
NOTES TO CONSOLI DATED FI NANCIAL STATEMENTS (in thousands except share data)
Note 1 6 - Contingent Liabilities and Commitments
The Company does not reflect in its financial statements various commitments and contingent liabilities which arise in the normal course of business and which involve elements of credit risk interest rate risk and liquidity risk These commitments and contingent liabilities are commitments to extend credit commercial letters of credit and standby letters of credit A summary of the Banks commitments and contingent liabilities at December 31 is as follows
Commitments to extend credit under Unused commercial and other lines of credit Unused equity lines of credit Standby letters of credit
2014 201 3
$262907 46 125 42041
$234893 52905 40284
Commitments to extend credit commercial letters of credit and standby letters of credit a l l include exposure to some credit loss in the event of nonperformance of the customer The Banks credit policies and procedures for credit commitments and financial guarantees are the same as those for extension of credit that are recorded on the consolidated balance sheet Because these instruments have fixed maturity dates and because many of them expire without being drawn upon they do not generally present any significant liquidity risk to the Bank The Bank has not incurred any significant losses on its commitments in either 2014 201 3 or 2012
The Bank is party to litigation and claims arising in the normal course of business Management after consultation with legal counsel believes that the liabilities if any arising from such litigation and claims will not be material to the Companys consolidated financial position
Note 1 7 - Derivatives
D erivative contracts entered into by the Company are limited to those that are treated as non-designated derivative instruments The Company provides customers with interest rate swap transactions and offsets the transactions with interest rate swap transactions with inter-bank dealer counterparties as a means of offering risk management solutions to customers As ofDecember 3 1 2014 there were $6006 outstanding in notional values of swaps where the Company pays a variable rate of interest and the customer pays a fixed rate of interest This position is offset with counterparty contracts where the Company pays a fixed rate of interest and receives a floating rate of interest The estimated fair value of interest rate swaps was recorded as an asset of $207 and as a liability of $214 as of December 31 2014 Swaps with customers and inter-bank dealer counterparties are carried at fair value with adjustments recorded in other income The net effect of fai r value adjustments running through the income statement was immaterial during the year ended December 31 2014 There were no interest rate swap derivatives as of December 3 1 2013
3 9
STANDARD BANCSHARES I NC AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (in thousands except share data)
Note 1 8 - Financial I nstruments Fair Value Disclosure
The fair value measurement accounting Hterature establishes a fair value hierarchy which requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value The standard describes three levels of inputs that may be used to measure fair value
1 Level 1 - Unadjusted quoted mariltet prices in active markets that are accessible at the measurement date for identical unrestricted assets
2 Level 2 - Significant other observable inputs other than Level 1 prices such as quoted market prices for similar assets and liabilities quoted prices in markets that are not active or other inputs that a re observable or can be corroborated by observable market data
3 Level 3 - Signlficant unobservable inputs that reflect a reporting entitys own assumptions about the assumptions that mariltet participants would use in pricing an asset o r liability
A financial instruments level within the fair value hierarchy is based on the lowest level of input that is significant to the fair value measurement
Fair values of assets measured on a recurring basis at December 3 1 2014 and 2013 are as follows
De ce mbe r31 2014 Financial Assets
Securities available-for-sale US government sponsored entities and agencies Mortgage-backed securities - residential Equity securities
Total securities available-for-sale
Derivatives
Financial Liabilities
Derivatives
De ce mbe r 31 2013 Financial Assets Securities available-for-sale
US government sponsored entities and agencies Mortgage-backed secu rities - residential Equity securities
Total securities available-for-sale
Fair Value
$1 46307 3668 4 41 9
$1 54 394
$ 207
$ 214
$ 1 24431 1 2203
2 954 $ 1 39 588
Fair Value Measurements Usin1 Quoted Significant P rices Other
in Active Observable Markets Inputs (Level 1 ) (Level 2)
$
392 $ 392
$ -
$ -
$
$1 46307 3668 4 027
$1 54 002
$ 207
$ 2 1 4
$ 1 24431 12203 1 984
$1 38 61 8
Significant Unobservable
Inputs (Level 3)
$
$
$
$
$
$
As of December 31 2014 and 2013 there were no transfers between levels
40
STANDARD BANCSHARES I NC AND SUBSI DIARIES
NOTES TO CONSOLI DATED FI NANCIAL STATEMENTS (in thousands except share data)
Note 1 8 - Financial I nstruments Fair Value Disclosure (Continued)
The fair values of marketable equity securities available-for-sale are generally determined by quoted market prices in active markets for each specific security (Level 1 measurement inputs) If Level 1 measurement inputs are not available for a marketable equity security the fair value is determined by the quoted market price of a similar security traded in an active market (Level 2 measurement inputs)
The fair values of debt securities available-for-sale are generally determined by matrix pricing which is a mathematical technique widely used in the industry to value debt securities without relying exclusively on quoted market prices for the specific securities b ut rather by relying on the securities relationship to other benchmark quoted securities (Level 2 measurement inputs)
Derivative s
The fair value of derivatives are based o n valuation models using observable market data a s of the measurement date (Level 2) Our derivatives are traded in an over-the-counter market where quoted market prices are not always available Therefore the fair values of derivatives are detenmined using quantitative models that utilized multiple market inputs The inputs will vary based on type of derivative but could include interest rates prices and indices to generate continuous yield or pricing curves prepayment rates and volatility factors to value the position The majority of market inputs are actively quoted and can be validated through external sources including brokers market transactions and thirdshyparty pricing services
Fair values of assets measured on a nonrecurring basis are as follows
Oe ce mbe r31 2014 Other real estate owned net Impaired loans Loans held for sale Mortgage servicing rights
De ce mbe r 31 2013 Other real estate owned net Impaired loans Loans held for sale Mortgage servicing rights
Fair Value
$ 1 6233 41 895
8274 2435
$12 930 54 1 62
5408 2726
Fair Value Measurements Using Quoted Significant Prices Other
in Active Observable Markets Inputs (Level 1 ) (Level 2)
$ $
8274
$ - $
5408
Significant Unobservable
Inputs (Level 3)
$ 1 6233 41 895
2435
$1 2930 541 62
2726
Other real estate owned are initially recorded at fair value less costs to sell when acquired and are subsequently measured at the lower of cost or fair value less estimated costs to sell Fair values are based on third party appraisals of the property or internal valuations on smaller properties using comparable market data and various external resources resulting in a level 3 classification When the carrying value exceeds the fair value less costs to sell an impairment loss is recognized
The fair value of impaired loans secured by real estate with specific allocations of the allowance for loan --------- 1osses-is-generally-based-on--recent-real-estate-appraisals-or-internal-valuations-on-smaller-prnperties--shy
using comparable market data and various external resources These appraisals may utilize a single
41
STANDARD BANCSHARES INC AND SUBSI DIARIES
NOTES TO CONSOLI DATED FI NANCIAL STATEMENTS (in thousands except share data)
Note 1 8 - Financial Instruments Fair Value Disclosure (Continued)
valuation approach or a combination of approaches including comparable sales and the income approach resulting in a level 3 classification
Loans held for sale are carried at the lower of cost or fair value which is evaluated on a pool-level basis The fair value of loans held for sale is determined using quoted prices for similar assets adjusted for specific attributes of that loan or other observable market data such as outstanding commitments from third party investors resulting in a level 2 classification
The Company records its mortgage servicing rights at fair value and includes them in other assets in the Consolidated Balance Sheets Mortgage servicing rights do not trade in an active market with readily observable prices Fair value is based on market process for comparable mortgage servicing contracts when available or alternatively is based on a valuation model that calculates the present value of estimated future net servicing income Key economic assumptions used in measuring fair value of mortgage servicing rights at December 31 2014 included prepayment speeds maturities and discount rates While market based data is used to determine the assumptions the Company incorporates its own estimates of the assumptions market participants would use in determining the fair value of mortgage servicing rights which results in a level 3 classification
De cembe r 31 2014 Assets Cash and cash equivalents Securities held-to-maturity Securities available-for-sale Loans - net Loans held for sale Federal Home Loan Bank stock at cost Accrued interest receivable Derivatives
Liabilities
Deposits Federal Home Loan Bank advances Accrued interest payable Derivatives
De ce mbe r 31 2013 Assets
Cash and cash equivalents Securities held-to-maturity Securities available-for-sale Loans - net Loans held for sale Federal Home Loan Bank stock at cost Accrued interest receivable
Liabi lities Deposits Accrued interest payable
42
Carrying Value
$ 1 99476 3888
1 54394 1 744331
8274 3247 59 1 9
207
$ 1 993572 1 5000
265 214
$ 234 1 83 1 762
1 39588 1 61 9995
5408 3 143 5 576
$1 91 9 1 05 286
Fair Value
$ 1 99476 3 564
1 54394 1 798279
8274 3247 591 9
207
$1 992796 1 4984
265 214
$ 234 1 83 1 41 5
1 39588 1 679668
5408 3 143 5576
$ 1 920335 286
STANDARD BANCSHARES I NC AND SUBSI DIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (in thousands except share data)
Note 1 8 - Financial I nstruments Fair Value Disclosure (Continued)
In estimating the fair value of certain assets and liabilities not previously presented the following assumptions were made
Cash and Cash Equivalents
The carrying amounts of cash and equivalents reported in the balance sheet approximate fair value
Securities
Estimated fair values of securities are based on one of three models 1 ) quoted market prices where available 2) quoted market prices for similar instruments if quoted market p rices are not available 3) unobservable data that represents the Banks assumptions about items that market participants would consider in determining the fair value where no market data is available
L oans
Fair values of loans excluding loans held for sale are estimated as follows For variable rate loans that re-price frequently and with no significant change in credit risk fair values are based on carrying values Fair values for other loans are estimated using discounted cash flow analyses using interest rates currently being offered for loans with similar terms to borrowers of similar credit quality to calculate the present value of future contractual principal and interest cash flows and discounting them back to the present using a discount rate Impaired loans are valued at the lower of cost or fair value as described previously The methods utilized to estimate the fair value of loans do not necessarily represent an exit price
The fair value of loans held for sale is estimated based upon binding contracts and quotes from third party investors
Federal Home Loan Bank (FHLB) Stock
The carrying amounts reported in the balance sheet approximate fair value
Accrued Interest Receivable I Payable
The carrying amounts reported in the balance sheet approximate fair value
Deposits
The fair values disclosed for demand deposits (eg interest and non-interest checking passbook savings and certain types of money market accounts) are by definition equal to the amount payable on demand at the reporting date (ie their carrying amount) The carrying amounts of variable rate fixed-term money market accounts and certificates of deposit approximate their fair values at the reporting Fair values for fixed rate certificates of deposit are estimated using a discounted cash flows calculation that applies interest rates currently being offered on certificates to a schedule of aggregated expected monthly maturities on time deposits
Federal Home Loan Bank Advances
The fair value of Federal Home Loan Bank advances is estimated using discounted cash flow analyses --------based-on-the-currentborrowing-rate-of-similartypes-of-advances
43
STANDARD BANCSHARES I NC AND SUBSIDIARI ES
NOTES TO CONSOLI DATED FINANCIAL STATEMENTS (in thousands except share data)
Note 1 8 - Financial I nstruments Fair Value Disclosure (Continued)
Off-balance sh eet in strum ents
Fair asset andor liability value of off-balance sheet financial instruments as described in Note 1 6 may be estimated by applying fees currently charged for comparable commitments Based upon the qual ity of these commitments and their demand in the financial market it has been assumed that there is no material difference in the estimated fair value
Note 1 9 - TARP Capital Purchase Program
On April 24 2009 the Company entered into a Letter Agreement with the United States Department of Treasury (the Treasury) pursuant to which the Company sold to the Treasury 6000 shares of the Companys Fixed Rate Cumulative Perpetual P referred Stock Series A for $60 million and a warrant to acquire $3 million of Fixed Rate Cumulative Perpetual P referred Stock Series B for a nominal exercise price Immediately upon consummation of the closing the Treasury exercised the warrant and acquired the Series B Preferred Stock The Preferred Stock Series A qualified as Tier 1 capital and paid cumulative dividends q uarterly at a rate of 5 per annum The P referred Stock Series B qualified as Tier 1 capital and paid cumulative dividends quarterly at a rate of 9 per annum The difference between the initial carrying value that was allocated to the Series B Preferred Stock and its redemption value of $3 million will be charged to retained earnings (with a corresponding increase in the carrying value of the Series B Preferred Stock) over the first five years of the contract as an adjustment to the dividend yield using the level yield method During 201 1 the Company elected to suspend dividend payments For the year ended December 31 2012 total dividends of $3462 had been declared but not paid On February 22 201 3 1 3548387 of common shares were issued to the US Treasury in exchange for the $60 million and $3 million of Fixed Rate Cumulative Preferred Stock Series A and Series B respectively The Treasury subsequently sold those shares to institutional investors at $465 per share In addition the Company paid $6 million of dividends to the Treasury which included 1 00 of past due dividends and dividends due through February 22 2013
Note 20 - Regulatory Matters
The Companys primary source of cash is dividends received from its subsidiary bank The subsidiary bank is subject to certain restrictions on the amount of dividends that it may declare without prior regulatory approva L In addition the dividends declared cannot be in excess of the amount which would cause the subsidiary bank to fall below the minimum required for capital adequacy purposes
Banks and bank holding companies are subject to regulatory capital requirements administered by federal banking agencies Capital adequacy guidelines and additionally for banks prompt corrective action regulations involve quantitative measures of assets liabilities and certain off-balance-sheet items calculated under reg ulatory accounting practices Capital amounts and classifications are also subject to qualitative judgments by regulators Failure to meet capital requirements can initiate regulatory action Management believes as of December 3 1 2014 the Company and Bank meet al l capital adequacy requirements to which they are subject
Prompt corrective action regulations provide five classifications well capitalized adequately capitalized undercapitalized significantly u ndercapitalized and critically undercapitaized although these terms are not used to represent overall financial condition If adequately capitalized regu latory approval is required to accept brokered deposits If undercapitalized capital distributions are limited as is asset growth and expansion and capital restoration p lans are required At year-end 201 4 and 2013 the most recent reg ulatory notifications categorized the Bank as well capitalized under the regulatory framework for prompt corrective action There are no conditions or events since that notification that management believes have changed the institutions category
44
STAN DARD BANCSHARES I NC AND SUBSI DIARI ES
NOTES TO CONSOLIDATED FI NANCIAL STATEMENTS (in thousands except share data)
Note 20 - Regulatory Matters (Continued)
The Banks actual and required capital amounts and ratios are as follows
To Be Well Capitalized U nder
For Capital Prompt Corrective Actual Adeguac[ Puqoses Action Provisions
Amount Ratio Amount Ratio Amount Ratio As of December 31 2014 Total Capital
(to risk-based assets) Company $271 785 143 $ 152226 80 NA NA Bank 269993 1 42 1 52229 80 $1 90286 1 00
Tier I Capital (to risk-based assets) Company 247887 1 30 76 1 1 3 40 NA NA Bank 246093 129 761 14 40 1 14 171 60
Tier I Capital (to average assets) Company 247887 1 08 92 1 26 240 NA NA Bank 246 093 1 07 92 1 09 240 1 1 5 1 36 2 5 0
As of December 31 2013 Total Capital
(to risk-based assets) Company $246213 1 38 $142344 280 NA NA Bank 244607 1 38 1 42 170 280 $ 1 77713 2100
Tier I Capital (to risk-based assets) Company 223444 126 71 1 72 240 NA NIA Bank 221 838 1 25 71 085 240 1 06628 2 60
Tier I Capital (to average assets) Company 223444 1 03 86430 240 NIA NA Bank 221 838 1 03 86450 240 1 08 063 2 50
45
STANDARD BANCSHARES INC AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (in thousands except share data)
Note 21 - Capital Management
The overall objectives of the Companys capital management are to have the availability of sufficient capital to support loan deposit and other asset and liability g rowth and to maintain capital to absorb unforeseen losses or write-downs that are inherent in the business risk associated within the banking industry The Company seeks to balance the need for higher capital levels to address growth and unforeseen risks and the goal to achieve an adequate return on capital invested
In July 201 3 the federal banking agencies issued a final rule revising the regulatory capital rules applicable to most national banks and federal savings associations as well as their holding companies generally beginning on January 1 201 5 The rule implements the Basel Committees December 201 O framework known as Basel I l l for strengthening the international capital standards as wel l as certain p rovisions of the Dodd-Frank Act The final ru le implements a revised definition of regu latory capita l a new common equity Tier 1 minimum capital requirement of 450 and a higher minimum Tier 1 capital requirement of 600 (which is an increase from 400) Under the final rule the total capital ratio remains at 800 and the minimum leverage ratio is 400
Additionally under the final rule in order to avoid l imitations on capital distributions including dividend payments and certain discretionary bonus payments to executive officers a banking organization must hold a 25 capital conservation buffer composed of common equity Tier 1 capital above its minimum risk-based capital requirements The b uffer is measured relative to risk-weighted assets The final rule also enhances risk sensitivity and addresses weaknesses identified by the regulators over recent years with the measure of risk-weighted assets
The new minimum capital requirements will b e effective for the Company on January 1 201 5 whereas the capital conservation buffer and the deductions from common equity Tier 1 capital phase in over time beginning on January 1 201 6
Capital Raise
On February 22 201 3 Standard Bancshares Inc completed its recapitalization by issuing 29864795 shares of common stock at $465 per share for gross proceeds of $ 1 389 million 1 3 548387 of the common shares were issued to the US Treasury (the Treasury) in exchange for the $63 million of Fixed Rate Cumulative Preferred Shares Series A and B The Treasury subsequently sold those shares to I nstitutional Investors at $465 per share An additional 16 316408 of common shares were issued to Institutional Investors and private investors Of the aggregate 29864795 common shares issued 1 9430750 are voting shares and 1 0434045 are mm-voting shares
In conjunction with the recapitalization the Articles of Incorporation of the Company were amended to authorize 20000000 shares of preferred stock at $001 par value No preferred stock has been issued as of December 31 2014
Sto ck Settled Rights (SSRs)
On February 22 201 3 in connection with the recapitalization of the Company the Board of Directors distributed as a dividend in kind 7293407 Stock Settled Rights (SSRs) to the holders of the Common Stock as of the Record Date (November 5 2012) The number of SSRs issued is equal to the product of (i) 03888 and (ii) 18757921 the number Common Shares outstanding as of the Record Date The estimated fair value of the SSRs completed by an independent third party as of September 30 2014 and February 22 201 3 was determined to be approximately $026 per SSR or $1 880 and approximately $021 per SSR or $1 532 respectively Expense recorded related to the SSRs was $1 880 in 2014 No expense was recorded in 201 3
46
STANDARD BANCSHARES INC AND SUBSI DIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (in thousands except share data)
Note 21 - Capital Management (Continued)
Stock Settled Rights (SSRs) (Continued)
The SSRs are structured as common stock dividends to be paid to certain common shareholders of the Company under specific conditions The amount of common stock to be distributed is determined by a formula that considers among other things the value of the outstanding common stock at the Settlement Date Settlement Date is defined as the earlier of (i) the date a liquidity event (an I POrecapitalization or a sale of control) occurs during the term of the SSRs and (ii) the SSR Expiration Date (February 22 201 8) The SSRs will be exercised based on the value of the common shares at that time subject to the Settlement Rate formula
The Accretion Rate is a component of the Settlement Rate It is either an middotannual rate of 80 or 120 with the value determined by the cum ulative economic losses that occur in the loan portfolio from June 30 201 1 to the time the SSRs are settled
On the Settlement Date the Company shall determine the number of shares of Common Stock issuable upon the settlement of an SSR The Settlement Rate shall be calculated based on a formula that considers among other factors the value per share of the common stock on a fully diluted basis reduced by the accretion rate with that number divided by the value per share of common stock on a fully diluted basis
If the Settlement Rate is greater than zero the Company shall issue and deliver to each of the SSR Holders a number of shares of Common Stock equal to the product of (i) the Settlement Rate multiplied by (ii) the number of SSRs held by such H older as reflected in the SSR register as of the close of business on the last Business Day prior to such Settlement Date
In connection with the occurrence of a Liquidity Event on or prior to the Expiration Date the Board of Directors may at its option and in its sole discretion order the redemption and the Company may redeem the SSRs in whole or in part at the redemption price per SSR based on a formula that considers the price per share of Common Stock at which the Company is valued on a fully diluted basis in connection with such Liquidity Event as determined in good faith by the Independent Committee plus a l l cash dividends paid oil the common stock from the date of issuance of the SSRs less $465 accreting on a daily basis at the Accretion Rate
The Company hired an independent third party firm to value the SSRs The following variables were taken into consideration when deriving a value for the SS Rs
1 ) The probability of a liquidity event (sale of control or PO) during the term of the SS Rs 2) The Accretion Rate assigned to the Settlement Rate of the SSRs 3) The estimated value of the Companys common stock at the earlier of a) a liquidity event or b)
the SSR Expiration Date (February 22 201 8) 4) The type of liquidity event that might occur 5) Future value parameters including a) tangible common book value b) earnings and c) market
conditions
The valuation of the common shares at the Settlement Date will depend on the Companys financial condition and the market pricing of financial institution stock both on a stand-alone basis and on a sale of control basis at that time
47
STANDARD BANCSHARES I NC AND SUBSIDIARI ES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (in thousands except share data)
Note 22 - Condensed Financial Statements
The Company was incorporated in I l linois on February 23 1 982 The Company accounts for its investment in subsidiaries under the equity method Under this method the investment is recorded at cost adjusted for the subsidiaries undistributed net income (loss) Presented below are the condensed financial statements of Standard Bancshares I nc (Parent Company Only)
Assets Cash Investment in subsidiaries Other assets
Total assets
CONDENSED BALANCE SH EETS DECEMBER 31 2014 AND 2013
Liabilities and shareholders equity Other liabilities Total stockholders equity
Total liabilities amp stockholders equity
2014 $ 4 163
264242 328
$268733
$ 2685 266048
$268733
CON DENSED STATEMENTS O F I N COME YEARS ENDED D ECEMBER 31 201 4 201 3 AND 201 2
2014 I ncome
Other income $
Expenses 2909 Loss before income taxes and equity in undistributed
earnings of subsidiaries (2909) Income tax benefit 88
Loss before equity in undistributed earnings of subsidiaries (2821)
Equity in undistributed earnings (loss) of subsidiaries 1 7 1 1 5
Net income (loss) 1 4294 Preferred dividends and discount accretion on preferred shares
Net income (loss) applicable to common shareholders $1 4294
48
201 3 $ 2 1 95
248 090 1 944
$252229
$ 322 251 907
$252229
201 3 201 2
$ $ 1
1 747 8539
(1 747) (8538) 291 1 0 1 7
(1 456) (7521) 9 629 (23241) 8 173 (30762) 1 1 24 4090
$ 7049 $(34852)
STAN DARD BANCSHARES INC AND SUBSIDIARIES
NOTES TO CONSOLIDATED FI NANCIAL STATEMENTS (in thousands except share data)
Note 22 - Condensed Financial Statements (Continued)
CONDENSE D STATEMENTS OF CASH FLOWS YEARS ENDED DECEMBER 31 2014 201 3 AND 201 2
Cash flows from operating activities Net income (loss)
Adjustments Equity in undistributed net (income) loss of subsidiaries Amortization Stock based compensation expense ( Increase) decrease in other assets Increase (decrease) in other liabilities
Net cash provided by (used in) operating activities Cash flows from financing activities
Issuance of common stock net of issuance costs Capital contribution to Standard Bank Repayment of note payable Cash Dividends
N et cash provided by financing activities
Net increase (decrease) in cash
Cash - beginning of year
Cash - end of year middot
Supplemental schedule of non-cash financing activities Change in par value on common stock Exchange of preferred stock to common stock
49
2014
$ 1 4294
( 17 1 1 5) 28
782 1 616 2363 1 968
1 968
2 1 95
$ 4 163
$ $
201 3
$ 8 1 73
(9629) 29
441 1 872
(4273) (3387)
68598 (41 500) ( 16 1 00)
(6026) 4972
1 585
6 1 0
$ 2 1 95
$ 4277 $63000
201 2
$(30762)
23241 6 1 67
( 1908) 2 043
( 1 2 1 9)
( 1 2 1 9)
1 829
$ 6 1 0
$ $
FORM FR Y-6
STANDARD BANCSHARES INC
Hickory Hills Illinois Year Ending Dccember31 2014
REPORT ITEM
1 The BHC Is not registered with the SEC Coples of the Annual Report Nil be sent undersepirate cover when completed
2a Organization Chart fo Standard BallCShares Inc
I THE BOULEVARD INC
SL John Indiana 100
JnCQrporated in Indiana
2b Branch Verification
STANDARD BANCSHARES INC Hickory Hills Illinois Jncorporateltl In Illinois
STANDARD BANKAND TRUST COMPANY Hickory Hills llllnois
Incorporated In lllnols 100
I STANDARD REDEVELOPMENT INC
Hickory Hills Illinois 100
Incorporated in Illinois
(Not subject to Y-10 reporting ) Code 91 CE - Liquidation Of debts previously contracted
The branch and lax-kl flStings were emailed to branch revieW on 223115
3 (1) As ofyear-end
Name and Address
Trident SBI Holdings lP Greeffilidl CT
Robert E Gallagher Sr Trust John D Gallagher Trustee Palos Heights IL
The Gallagher Standard Bancshares TR Timolhy J GaJagheuror Trustee Hickory Hitls IL
Pantheon Standard LP San Francisco CA
CohesVe Capital Parners LP New York NY W Capital Partners II LP NewYork NY
Couritrlt of Citizenship or lncorooratlon Number and Percentage Of Voting Serurtties
USA 5662194- 1483
USA 5516086 - 1444
USA 4382666 - 1 t47
USA 3762128-985
USA 2 150537 - S63
USA 2 150537 - 563
Note llle shares in the Robert E Gallagher Sr Tr are voted on by John D Gallagher Director of Standard Bank Tue shares Jn the Gallager Standard Bancshares Tr are voted on by Timolhy J Gallagher Director of Standard Bank
3 (2) OtherSharehofors oat listed in Section 3 (1) above that held more than 5 during the year
None
Resuhs A Ilse of branches forvour holdln1 company STANDARD 8ANCSHARES INC (1245590) or HICKORY HILLS IL
The d1ta are n of 12312014 Data re II Kb information tlat wu received aod processed throuah 01072015
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bull FDtC UNINUM Office Number and ID_RSSO co1unvu ara for reference only Verification of these values is not required
- - 8nch Suvlce Type Branch 10 RSSO ia- terNeme Street Address City
ok FuUServltefHud Officel 19730 STAN OARD BANK ANO TRUST COMPANY 7800 WEST 9STH STREET HICKORY HILLS
ok Full Service 3202168 BOLINGBROOK BRANCH 282 NORTH WEBER ROAD BOLINGBROOK
ok Limited Strvce 4126065 CALUMET CITY 1968 SIBLEY BOULEVARD CALUMET CITY
FullSetvke 3309928 CLARK STREET 8RANOi 3747 NORnt CLARK STREET atlCAGO
ok FullServiett 474339 EWING BRANOf 10635 SOUTH EWING AVENUE CHICAGO
ok Full Servtce 2079925 HEGWISCH BRANCH 13336 SOUTH BALTIMORE AVENUE CHICAGO
ok limited Se-rvke 20817)5 SOUnt DERRING FACILITY 10535 SOVTH TORRENCE AVENUE CHICAGO
Full Service 4099271 THOREK BRANOi 836 WEST IRVING PARK ROAD OUCAGO
ok Full Service 2121280 COAL CITY BRANot 20 SOUTH KANKAKEE COAlCITY
full Service 2809038 EVERGREEN PARK BRANCH 2400 WEST 95TH STREET EVUtGREEN PARK
ok Full Service 3188909 FRANKFORT BRANCH 19997 LA GRANGE ROAD FRANKFORT
Full5etvice 810436 CiARONERBRANCJ1 118 DEPOT STREET GARDNER
ok FultSrvlct 3188897 JOLIET ampRANCJ1 2398 ESSINGTON ROAO JOLIET
Full Service 3439553 LOClCPORT BRANCH 16545 WEST 159TH STREET LOCKPORT
ok Full Service 290931 LYONSlST AVENUE BRANCH 8601 OGDEN AVENUE LYONS
ok Full Service 3671504 MINOOKA BRANCH 515 WESTUS ROUTE 6 MINOOKA
ok LlmltcServfce 2111338 MOAAIS LISBON BRANCH 1433 USBON STREET MORRIS
ok Full Servkt 2809010 MORRIS ROUTE 6 BRANCH 1111 WEST US ROUTpound 6 MORRIS
Ful1 Servlct 2809047 NAPERVILLE BRANCH 1607 NORTH AURORA ROAD NAPERVILLE
ok full 5ervfce 2809056 NEW LENOX BRANCH 456 NELSON ROAD NEW LENOX
Full sMce 2103129 OAK FOREST BRANOf 15901 SOUTH CENTRAL AVENUE OAX FOREST
ok Full SeMct 3490255 OAK LAWN lllTH BRANOf 4700 WEST 111TH STREET OAK LAWN
ok Full Sfrvlce 2096717 OAK LAWN 95TH BRANCH 4001 WEST 95TH STREET OAK LAWN
ok Full Service 2295538 ORLAND PARK BRANCH lSCXJO SOUTH WOLF ROAD ORLAND PARt
State VpCode
IL 60457
IL 60440
IL 60409
IL E06H
IL 00617
IL 0063
IL 00617
IL 60613
IL 60416
IL 60805
IL 6042
IL 60424
IL 60435
IL 60441
IL 60534
I L 60447
IL 60450
IL 60450
IL 60563
IL 60451
IL 60452
IL 60453
IL 60453
IL 60467
County CawN FDICUNINUM Offb Numberbull Haad otfice Head Office 10 RSSD Comments
COOK UNITEO STATES 10748 0 STANOARO BANK ANO TRUST COMPANY 19730
Will UN ITED STATES 419532 34 STANDARD BANK ANO TRUST COMPANY 19730
COOK UNITED STATES 510611 44 STANDARD BANK AND TRUST COMPANY 19730
COOK UNITpound0 STATES 429662 35 STANDARD BANK ANO TRUST COMPANY 19730
COOK UNITED STATES 12089 18 STANDARD BANK AND TRUST COMPANY 73ltgt
COOK UNITED STATES 244100 20 STANDARD BANK ANO TRUST COMPANY 19730
COOK UNITED STATES 244099 19 STANDARD BANK ANO TRUST COMPANY 19730
COOK UNITED STATpoundS 510612 4S STANDARD BANKANDTRUSTCOMPANV 1973ltgt
GRUNDY UNITED STATES 263852 17 STANDARD SANK AND TRUST COMPANY 730
COOK UNITED STATES 13875 4 STAN OARD BANK AND TRUST COMPANY 19730
Will UNITED STATES 357237 15 STAN OARD BANK AND TRUST COMPANY 19730
GRUNDY UNITED STATES 7234 1 STAN DARO BANK ANO TRUST COMPANY 19730
Will UNITED STATES 238ASA 13 STANDARD BANK ANO TRUST COMPANY 19730
Will UNlTEO STATES 450324 38 STAN OARD BANK AND TRUST COMPANY 19730
COOK UNITED STATES 10912 22 STANDARD BANK ANO TRUST COMPANY 19730
GRUNDY UNITED STATES 465426 42 STANDARD BANK AND TRUST COMPANY 1973ltgt
GRUNDY UNITED STATES 266774 16 STANDARD BANK ANO TRUST COMPANY 1730
GRUNDY UNITED STATES 2243S6 10 STANDARD BANK AND TRUST COMPANY 19730
OU PAGE UNITED STATES 238451 6 STANDARD BANK ANO TRUST COMPANY 19730
Will UNITED STATpoundS 238452 11 STAN OARD BANK ANO TRUST COMPANY 19730
COOK UNTED STATES 244101 21 STANDARD BANK AND TRUST COMPANY 19730
COOK UNITED STATES 441863 36 STANDARD BANK AND TRUST COMPANY 19730
COOK UNITED STATES 238447 1 STANDARD BANK AND TRUST COMPANY 19730
COOK UNITED STATES 238450 5 STANDARD BANt AND TRUST COMPANY 19730
ok Fullrvke 2100379 PALOS 11HH BfANOl 11901 SOUTHWEST HIGHWAY PALOSPARIC ll 00464 COOK UNITED STATES 238448 2 STAN DARO BANK AND TRUST COMPANY 19730
ok rulSltVice 2427544 PALOS lllST BRANCH 9700WEST lllST STREET PALOS PARK ll 00464 COOK UNlTEOSTATES 238449 3 STAN DARO BANK AND TRUST COMPANY 19730
ot llmtedSrvke 3490273 NORTH RIVERSIDE BRANCH BJSOWEST CERMAK ROAD RlvtRSlDE ll COOK UNITED STATES 441864 37 STANDARD BANK AND TRUST COMPANY 19730
ot FuLServke 3202171 SHOREWOOD BRANOl 970 BROOK FOREST AVENUE SHOREWOOD It - t UNITED STATES 419531 33 STANDARD BANICANDTRUSTCOMPANY 19730
ok FulSrvlee 3188918 VILLA PARK BfWIOi 1 WESrRoostVrlTROAD VlltAPARIC It 50181 OUPAGE UNITED STATES 238455 14 STANDARDBANKANDTRUSTCOMPANY 19730
ok FulSrvke WllMINGTON BRANCH lOOSSOUTH WATER STREET WILMINGTON It 004 lt UNITED STATES 238453 12 STANDARD BANK AND TRUST COMPANY 19730
ok Fulfrvk 3197031 CHESTERTON BRANCH middot 755 JNDIAN BOUNDARY ROAD OIESTERTON IN PORTER UNITEDSTAlES 275664 32 STANDARD BANK AND TRUST COMPANY 19730
ok ruUrvic 2161D17 EASTCHCAGO BRANCH 4518 lNOANAPOUS BOULEVARD EAST CHICAGO IN 46312 lAKE UNITEDSTAlES 29 STANDARDSANKANDTRUSTCOMPANY 19730
ok Fulrvk 4913n HAMMOND BRANCH 1007 CALUMET AVENUE HAMMOND IN 46324 AKE UNITEDSTAlES 42227 30 STANDARD BANK AND TRUST COMPANY 19730
Fulrvlc 2161D3S HIGHtAND BRANCH 2930 RIDGE ROAD HIGHLAND IN 46322 UNITEOSTAlES 275659 27 STANDARD BANK AND lRUST COMP AN I 19730
ot Futtsrvke 2161044 LOWHl BRANCH 2090 EAST COMMERICALAVENUE LOWELL IN 463Sfgt21r AKE ONITEDSTAlES 275661 28 STANDARD BANK ANDTRUSTCOMPANI 19730
ok Full Srvlce 3439562 MERRlllVlllE BRANCH 579WESTUNCOlN HIGHWAY MERRlllVlllE IN 46410 AKE ONlEO STATES 450325 39 STANDARD BANK AND TRUST COMPANI 19730
ok Full Srvice 453712 SAINT JOHN BRANCH 9321 WICKER AVENUE SAINT JOHN IN 46373middot00 AKE ONtlEDSTATES 42414 26 STANDARD BANK AND rnusr COMPANY 19730
middot
Report ttem 4 Directors and Office (1) Name amp Address
J-Ohn R Barber New York NY
Christopher Doody Ne-vYork NY
1pound1 Pnncipal Occupation [rtmiddotrmiddotwittl BHC
Mariaging Partner eohesiVe ea pita I
Princlpal Storm Point Capital
(3) (bull) TrtiePosition with BHC Diredor
Director
FORM FR Y-9
STANDARD BANCSHARES INC Fiscal YearEnding Decttmber3112014
(3) lb) ltlePosition wffi1 Subsidiaries
NIA
NIA
(3) (c TrtlePosltlon wttn otherbuslne$es
Managtng Partner Cohesive Capital
Principal Stone Point Ciipitit
bull Stone Point ls the manager of the TriOOnt funds which are investment entities that own 25 or morn of the outstanding voting seairities orinlerests in various companles Mr Doody ls an ernployee and officer of Stone Point and is oo deemed to contror S1oria Point or the Trldent Funds He is not a principal securities holder of Stone Point or the Trident Funds The invstmenl committees of the Trident Funds are responsible for voting the shares or such companies and Mr Doody is not a member of the investment committees of the Trident Fonds A sctiedule of such companies in which U1e Trident funds hnve invested is available upon request
John o Gallagher Ortand Park IL
Managing Genera[ Partner OfdlarU Hill Bldg Co
Director Dior-standarU Bank
Managin9 GenerBi Partner Orchard HlllmiddotB1dg Co President Ordiard Hm Building Co Inc
Managing Member Qnhard Hill Construction LLC
Managing Membelt Austin Construction Co bull LLC
Presdenl Bougton Development Co
President ennStructildeg Co lnc
Prestdenl middot Farmingdare Development eomiddot
middotana9in middotRa -middot middot fariTijngdre _Mittwo middot
Pldciit_ _ Fam1r9dale Utilify Co_
Managing Partner Frtz91erald Lad lnvestment Ptshp
(4) a) 1w of Voting Shares in BHC
563
middot1483
14450
(4)(o) (4) (b) Names of othfr companitts 4 of Voting (if 25 ormorl voting Shares in Subs securities a held
NIA
NIA
NIA
NIA
NIA
NIA
NIA
NIA
NIA
NIA
Dryden Cons1rudioo Co Inc 100
NIA
NIA
NIA
Frtzgerald Land Investment Plshp 25
(1) Name amp Mdlt=
John D Gallagher CJriand Pru IL
(2) Principal rbull _ BHC1
(3) (b) TdfePosition wiU1 SubsXfiarics
(J)(c TrtiePttSition wTUi other buslncssts
Trustee-Vote 100 Galla171ormiddot Henr)Tnisl
- Gallagher amp Henry Inc
Prumlaquo GaDaQhef Parloecs LP GB4 Jnc
Managing Partner Gl6mwod DevelopmElnt Co
Managmjl farlnelt Heruy Co Managmo Hermann Umd Investment Ptshp
Managing- Kolarlrugtd I lgthp Preltldeot Kokast -kimes Inc
PreSdenl Coo$trixtioo middotmiddot nc
- -MiAdams 400 Investment Ptshp
Msoagir(Q Partner Meifefl1 id lnpoundiiini _Pthp Managing Partner sr middotGod 1nVeslmoo Pbhp Managiog Partnef
-LampftPtshp TruSt6e
ThOGalfaghmiddotorSliujiini middot Trust
(4) (bull) of Voting Shares in BHC
(4) (b) of Voting Shares In SUbs
Names of other companies frf 25 degmom voting securiDes arn heJd NIA
NIA
NIA
NIA
NIA
NIA
NIA
Hennarm Lnnd Investment Ptshp 25
K6irland lovStrnerrlPiStip 25 NIA
NIA
NIA
Laod lNeStrnloi PlShp 25
df1li3 lfjJrlvtrpnt PWiP 25
Land l hp 25
e(Lao1fl PtShp 25_-xmiddotmiddot middot
standard tWesTrust 25 middot
(1) Name amp Address
Tnnothy J GsJlaghet Burr Ridge IL
(2) Principal Occupation [d other than with BHC)
(J) (a) TrltePosifion wtth BHC
(3)(b) TdiePosffion wittl Subskfcuies
OlaHrnan of the Board
(J) (c) TitlePosition with other businees
PreOOeot Brittany Glen Homeownoc l=gtc Suffield Woods Homeowner Assoc FanntngdaJe Viage Com Assoc fumlogdale Vdlage Com Assoc 2 Misty Meadoyenr Homeowner Assoc 1ltings1on Hills liomeOMler Assoc Gallagheramp Henrys Condos Goodiogs Grove Assoc Ganaghcr amp Heruys Goocfings Grove Umbretia Assoc Farmingdale Vil Cooos of Woodridge Homeowner Assoc Radc5ffe rtMe TOvlfflhomes Assoc
BNC OWnefs Assodatioo
Boughton Woodward Commenial Center LLC su-lgle MembeltUC- GB4 i5 member
Union Poirrte Investors Uc Sing1e MemberlLC- Union PcWe Oevclopmeot Co b member
Uoion POOte Buadlog Venture 1lLC Union 00rt lnvestorn LlC ts member Union Pofrrte Buikfing Venlilre 112 LLC Unton Point nveslor lLC is member
Union Pointe Boikfing Venture 3 LLC Union Poinl lnveslors UC is member
standgtnJ Bank -ALm1 Construction Co LlC
Pminlaquo Frtzyerald Lnnd Investment Pbttp
(lt)(bull) ofVotlng Shares in BHC
11520
(4) (b) ofVotiog Shares in Subs
NIA
Names of other companies (If 25 or l1XgtflJ voting securities aro held
NIA NIA NIA NIA NIA NIA NIA WA NIA NIA NIA
WA
NIA
WA
WA
NIA
NIA
WA
NIA
NIA
NIA
WA
WA
(1) =
Timothy J GJJbghctshyBorr Ridge IL
(2) Principal (if oUJef than wtth BHC)
3 (a) TitlePosition wilh BHC (3) 1c) Trtielosilion with other businesses ampcretuy amp Henry Inc
_ GieoMXgtd Developmeot Co
Partner Hermann Land Investment Pt5hp KOOr land Investment Ptstip
Secret3y Kolcast Homes loo
__ Koamp Construction Co Inc
Secrebgty Ordnrd Hin Buikfing Co Inc
Pa1nelt srrvb land 1ovestrnent Pshp -Smotelt Land Investment Ptshp Trustee- Vote 100 The Gollagher stmdafd
Trust
-- uruoo Pointe Development Co
lt4)(a) ofVotiog Shares in BHC
(4) (b) of Voting Shares In Sobs
tfamos of othcreomnk (lf25 ormoro vo6ng sccuritios arc held
NIA
NIA
NIA
Hennano Land Investment Ptshp 25
Kolar land Investment Pshp 25
NIA
NIA
NIA
Maas Land Investment Ptshp 25
McAdams Iand lnv=tmeni Plshp 25
Medema land lnvestme111 Ptshp 25
NIA
NIA
NIA
Slivka land Investment Plshp 25
SmoterUmd I Ptshp 25
Unkio Pointe Devdopmcot Co 25
(11 (21 Pl (a) 3 (b) 3) c) 4 (a) (4)b) Names of othelt com pan Name amp Adqross princi Occupation TJdcPositiorl TJHePositiorl TrticPosIDon of Voting of Voting [If 25 or mon voting
(if other than with Bl tc) wtth SHC with Subsidiaries with other businesses Shares In BHC Shares in Subs securities are heJd
Timothy J GaUagilet Slaquoretmy GB4 Inc SurRXgeIL GB4 lnc 251
Uoioo Polnte Bonding Venture 3 UC NIA Uoiont PoCnt lnves1ocs LLC is member
Lawraooe P Kelley NIA DirododVJCO Chaifman Oamp-edooVlce Chairman NIA 023lt))1 NIA NIA Pltullt IL PreraquoleoUCEO -0-0
standam Bank
Atampief Ko-arldt NIA DirodOlt Dirodoc NIA 0140 NIA NIA 1-fmsdak ll -
Howrd K Priess JI - deg Dirodoc Solo Pradiltgtoelt 0140 NIA NIA NapeMe IL Standard Bank
Owner White Oak Construction LlC Wh4te Oak Construction LLC 100
Robert A RoslKWt NIA Lead ndepcodeot Director oltedoc NIA D140( NIA NIA QOCago u standanl Bank
Charles E Shomo rv NIA deg Ciredor NIA 013lfI( NIA NIA Bur Ridgo IL standam Bank
Patrick J Hunt NIA _ Executive VPCFO NIA 008 NIA NIA Palos Heights IL EVPCfO standanl Bank
deg Scoltzu NIA Asst VPJAssl Asst VPAsst Secy NIA 00CXgt1 NIA NIA
Everyreen Park IL Sea-- SiandagtO Bank
STANDARD BANCSHARES INC AND SU BSI DIARIES
NOTES TO CONSOLI DATED FINANCIAL STATEMENTS (in thousands except share data)
Note 1 1 - Advances from Federal Home Loan Bank
There were no outstanding advances with the Federal Home Loan Bank at December 3 1 201 3 The indebtedness to the Federal Home Loan Bank at December 3 1 2014 was $1 5000 consisting of the following fixed rate advances
Due Date
June 27 201 6 June 27 201 6
Total advances
I nterest Rate
057 057
2014
$1 3000 2 000
$1 5 000
Al l advances and letters of credit from the Federal Home Loan Bank (FHLB) were secured by a g eneral lien on qualifying commercial real estate residential mortgages and home equity loans of the Bank Each advance is payable at its maturity date with a prepayment penalty for fixed rate advances Letters of credit outstanding from the FHLB totaled $3872 and $41 946 at year-end 2014 and 201 3 respectively The advances and letters of credit were collateralized by $679990 of commercial real estate and mortgage loans in 2014 and $203845 of mortgage loans under a blanket lien arrangement at year-end 2013 Based on this collateral and the Companys holdings of FHLB stock the Company was eligible to borrow up to a total of $26951 3 at year-end 2014
Note 1 2 - Other I ncome
Other income consists of the following
Gain (loss) on sale of other real estate owned Gain on sale of premises and equipment Debit cardATM fees Trust feesBrokerage Fees Loan fees and commissions Cash management Bank Owned Life Insurance income Miscellaneous income
Total other income
33
2014
$ 426 491
28 1 8 2533
658 2641 1 437
921
lll 1 925
201 3 201 2
$ 1 70 $ ( 1 36) 1 1 8
2935 2829 2364 1 927
680 932 2286 2020 1 437 1 469 1 267 886
ll1 1 1 40 ll 9 945
STANDARD BANCSHARES INC AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (in thousands except share data)
Note 1 3 - Employee Benefit Plans
Profit Sharing
The Companys bank subsidiary maintains a defined contribution 401 (k) Plan Under terms of the Plan employees meeting age and service requirements may elect to have their compensation reduced and have that amount contributed to the Plan as a salary deferral contribution The Bank at its discretion may make a matching contribution to the Plan equal to a u niform percentage of the salary deferral contributions Apart from any matching contribution the Bank may also make a separate discretionary contribution to the Plan The final liability for matching contributions if any is determined after yearshyend requiring the Bank to estimate its discretionary contribution expense at year end Contribution expense recorded by the Bank amounted to approximately $ 1 1 79 $1 254 and $ 1 685 for 2014 201 3 and 201 2 respectively
Non-Qualified Plan
The Bank maintains a non-qualified deferred compensation plan for a select group of management and employees as determined by the Board of Directors Annual awards if any are based o n preshyestablished performance criteria which are communicated to eligible employees Benefits under the Plan vest after a five year period The liability under the Plan was $403 and $503 as of December 3 1 2014 and 201 3 respectively There was n o expense recorded in 2014 2013 o r 2012
Non qualified Sto ck Option Plan
Pursuant to the Capital Raise Investment Agreements on February 1 2 20 1 3 the Board of Directors of the Company adopted the Standard Bancshares Inc Stock Option Incentive Plan to be effective immediately after the Closing of the capital raise (please refer to Note 21 ) Pursuant to the Stock Option Incentive Plan the Compensation Committee of the Board of Directors of the Company is authorized to grant Incentive Stock Option awards Nonqualified Stock Option awards or a combination thereof to certain officers directors consultants or employees of the Company or any of its Subsidiaries or Affiliates aggregating up to 5402524 shares of the Companys common stock
The option price per share of stock purchasable under a stock option shall not be less than 1 00 of the fair market value of the common stock on the day of the grant Stock option vesting is based o n two components 1 ) a time vested option that vests over four years one fourth on each of the first four anniversaries from the option grant date and 2) a performance vested option that vests if there is an exit event resulting in the investor actually realizing an internal rate of return (RR) greater than or equal to 1 2 based on their original investment of $465 per share on February 22 201 3 Vesting is subject to acceleration in certain circumstances The options will expire if not exercised within 1 0 years of the
middot
date of grant and under certain other (employment) circumstances
The fair value of options granted was estimated on the date of grant using the Black Scholes optionsshypricing model using the assumptions noted in the table and commentary below The risk free rate of return is based on the constant maturity yield of a US Treasury note with a fixed rate term of 1 0 years at date of grant The volatility rate is derived from historical index values of publicly-traded commercial banks with assets between $1 and $5 billion Index values of comparably sized companies were used as a proxy because the Companys common stock is not exchange-listed and there is not an active trading market for the common stock The dividend yield assumption is based o n the Companys expected dividend payouts
34
STANDARD BANCSHARES INC AND SUBSIDIARI ES
NOTES TO CONSOLIDATED FI NANCIAL STATEMENTS (in thousands except share data)
Note 1 3 - Employee Benefit Plans (Continued)
Risk free rate of return
2014 20 1 3
275 1 97 Time remaining until expiration of the options Volatility rate
1 O years 1 0 years 1 392 1 587
Dividend yield 000 000
A summary of the activity in the non-qualified stock option plan for 2014 follows Weighted Average
Weighted Remaining Average Contractual
Number of Exercise Term Time Vested Stock Options Shares Price (in years)
2014 Outstanding at beginning of year 1 46651 5 $ 465 915
Granted 1 1 701 95 515 916 Exercised
Expired
Forfeited (23545) 494 870
Outstanding at end of year 2613 165 $ 487 860
Exercisable at end of year 366629 $ 465 815
2013 Outstanding at beginning of year $ Granted 1 466515 465 9 15 Exercised
Expired
Forfeited
Outstanding at end of year 1 465515 $ 465 9 15
Exercisable a t end o f year $
Aggregate Intrinsic Value
$ 1 1 1 8
$ 238
$ 733
$
The weighted average fair value of time vested options granted during 201 4 and 201 3 was $1 21 and $1 3 2 per option respectively
35
STANDARD BANCSHARES INC AND SUBSIDIARI ES
NOTES TO CONSOLIDATED FI NANCIAL STATEMENTS (in thousands except share data)
Note 1 3 - Employee Benefit Plans (Continued)
Performance Vested Stock Options 2014 Outstanding at beginning of year
Granted
Exercised
Expired
Forfeited
Outstanding at end of year
Exercisable at end of year
2013 Outstanding at beginning of year
Granted
Exercised
Expired
Forfeited
Outstanding at end of year
Exercisable at end of year
1 466515
1 170195
(26909)
2609801
1 465515
1 465515
$ 465
515
490
$ 487
$
$ 465
$ 465
$
91 5
91 6
864
860
g_1 5
91 5
$ 1 1 1 8
$
$ 733
$
The weighted average fair value of performance vested options granted during 201 4 and 201 3 was $040 for each year
Time Ve ste d O ption s
The Company recognized $782 and $44 I of stock-based compensation expense related to the granting of time vested stock options for the years ended December 20 14 and 2013 respectively There were no time vested options granted in 2012
As of December 3 1 201 4 there was $2 1 30 of total unrecognized compensation cost related to nonshyvestediime vested options granted underthe Plan The unrecognized cost is expected to be recognized over a weighted-average period of 26 years
Performan ce Veste d O ption s
The value of the performance vested options is a function of 1 ) the likelihood of a n Exit Event and 2) the likelihood of that Exit Event achieving the 1 2 IRR threshold These weighted average probabilities are then m ultiplied by the full value of a time vested option to derive the value of the performance options
The valuation methodology for the performance vested options involved ihree separate analysis
I Sale of control analysis 2 Initial public offering analysis 3 Remain private analysis
There was no expense recorded in 201 4 and 201 3 related to the performance vested options
There were no performance vested options granted in 201 2
36
STANDARD BANCSHARES INC AND SUBSIDIARI ES
N OTES TO CONSOLI DATED FI NANCIAL STATEMENTS (in thousands except share data)
Note 1 3 - Employee Benefit Plans (Continued)
As of December 3 1 2014 there was $1 059 of total unrecognized compensation cost related to nonshyvested performance vested options granted under the Plan The cost is expected to be recognized when it is determined that it is probable that a qualifying Exit Event will occur
Note 1 4 - Commitments
Operating Leases
The Bank leases property at various branch locations unde r terms that are considered to be an operating lease The leases expire in various years through 2020 Office rent expense was $728 $875 and $919 for 2014 2013 and 2012 respectively
Other Co mmitments
The Bank has a contract with a computer seNice company that expires in 201 6 Data processing expense was $2729 $2746 and $2424 for 201 4 201 3 and 2012 respectively
Annual future minimum payments for these agreements are as follows
Note 1 5 - Income Taxes
Year ending December 31 201 5 201 6 2017 20 1 8 201 9 2020 and thereafter
$3037 2884
394 203 1 26
1 6 $6 660
The components of the provision (benefit) for income taxes are as follows
Current Deferred Total Tax Expense (Benefit)
2014 $ 3494
7 1 62 $ 1 0656
201 3 $ 2373
3425 $ 5798
2012 $ 1 306
(6928) $ (5622)
The effective tax rate differs from the federal statutory rate primarily due to the following
Tax at statutory federal income tax rate Tax exempt interest income State income taxes net of federal benefit BOLi income Meals and entertainment Non-deductible expenses Goodwill impairment
201 4
$8483 (133) 1 5 1 6 (486)
77 76
Stock settled rights expense 639
201 3 $ 4750
(82) 766
(486) 84
1 02
2012 $(1 2371 )
(1 08) (866) (500)
79 80
8 1 55
O th enet--=====48=====664=--====(-l --
$1 0656 $ 5798 $ (5622)
37
STANDARD BANCSHARES INC AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (in thousands except share data)
Note 1 5 - Income Taxes (Continued)
The net deferred tax asset included at December 31 2014 and 2013 consists of the following
2014 201 3 Gross deferred tax assets
Allowance for loan losses $19212 $23305 Other real estate owned 2866 49 1 6 Non-accrual loan interest 4064 3 991 State net operating loss 1 835 2358 Accrued compensation 1 938 1 471 Depreciation 1 387 1 412 FNMA amp FHLMC preferred stock 1 270 1 270 Other assets 271 434
Total gross deferred tax assets $32843 $39 157
Gross deferred tax liabilities Purchase accounting adjustments $ 1 069 $ 1 282 Mortgage servicing rights 946 1 060 Unrealized gainloss on AFS securities 1 1 9 692 Other liabilities 1 306 1 31
Total gross deferred tax liabilities $ 3440 $ 3 165
Net deferred tax asset $29403 $35992
At December 31 2014 the Company has $33929 of Illinois net operating loss carryforwards expiring in 2025 and $2330 Indiana net operating Joss expiring in 2025 and 2026 which will be available to reduce future taxable income
The Company does not expect the total amount of unrecognized tax benefrts to significantly change in the next twelve months The Company recognized no interest andor penalties related to tax matters in tax expense
The Company and its subsidiaries are subject to US federal income tax as well as income tax of the state of Illinois and Indiana The Company is no longer subject to examination by taxing authorities for years before 201 0
3 8
STAN DARD BANCSHARES INC AND SUBSIDIARIES
NOTES TO CONSOLI DATED FI NANCIAL STATEMENTS (in thousands except share data)
Note 1 6 - Contingent Liabilities and Commitments
The Company does not reflect in its financial statements various commitments and contingent liabilities which arise in the normal course of business and which involve elements of credit risk interest rate risk and liquidity risk These commitments and contingent liabilities are commitments to extend credit commercial letters of credit and standby letters of credit A summary of the Banks commitments and contingent liabilities at December 31 is as follows
Commitments to extend credit under Unused commercial and other lines of credit Unused equity lines of credit Standby letters of credit
2014 201 3
$262907 46 125 42041
$234893 52905 40284
Commitments to extend credit commercial letters of credit and standby letters of credit a l l include exposure to some credit loss in the event of nonperformance of the customer The Banks credit policies and procedures for credit commitments and financial guarantees are the same as those for extension of credit that are recorded on the consolidated balance sheet Because these instruments have fixed maturity dates and because many of them expire without being drawn upon they do not generally present any significant liquidity risk to the Bank The Bank has not incurred any significant losses on its commitments in either 2014 201 3 or 2012
The Bank is party to litigation and claims arising in the normal course of business Management after consultation with legal counsel believes that the liabilities if any arising from such litigation and claims will not be material to the Companys consolidated financial position
Note 1 7 - Derivatives
D erivative contracts entered into by the Company are limited to those that are treated as non-designated derivative instruments The Company provides customers with interest rate swap transactions and offsets the transactions with interest rate swap transactions with inter-bank dealer counterparties as a means of offering risk management solutions to customers As ofDecember 3 1 2014 there were $6006 outstanding in notional values of swaps where the Company pays a variable rate of interest and the customer pays a fixed rate of interest This position is offset with counterparty contracts where the Company pays a fixed rate of interest and receives a floating rate of interest The estimated fair value of interest rate swaps was recorded as an asset of $207 and as a liability of $214 as of December 31 2014 Swaps with customers and inter-bank dealer counterparties are carried at fair value with adjustments recorded in other income The net effect of fai r value adjustments running through the income statement was immaterial during the year ended December 31 2014 There were no interest rate swap derivatives as of December 3 1 2013
3 9
STANDARD BANCSHARES I NC AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (in thousands except share data)
Note 1 8 - Financial I nstruments Fair Value Disclosure
The fair value measurement accounting Hterature establishes a fair value hierarchy which requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value The standard describes three levels of inputs that may be used to measure fair value
1 Level 1 - Unadjusted quoted mariltet prices in active markets that are accessible at the measurement date for identical unrestricted assets
2 Level 2 - Significant other observable inputs other than Level 1 prices such as quoted market prices for similar assets and liabilities quoted prices in markets that are not active or other inputs that a re observable or can be corroborated by observable market data
3 Level 3 - Signlficant unobservable inputs that reflect a reporting entitys own assumptions about the assumptions that mariltet participants would use in pricing an asset o r liability
A financial instruments level within the fair value hierarchy is based on the lowest level of input that is significant to the fair value measurement
Fair values of assets measured on a recurring basis at December 3 1 2014 and 2013 are as follows
De ce mbe r31 2014 Financial Assets
Securities available-for-sale US government sponsored entities and agencies Mortgage-backed securities - residential Equity securities
Total securities available-for-sale
Derivatives
Financial Liabilities
Derivatives
De ce mbe r 31 2013 Financial Assets Securities available-for-sale
US government sponsored entities and agencies Mortgage-backed secu rities - residential Equity securities
Total securities available-for-sale
Fair Value
$1 46307 3668 4 41 9
$1 54 394
$ 207
$ 214
$ 1 24431 1 2203
2 954 $ 1 39 588
Fair Value Measurements Usin1 Quoted Significant P rices Other
in Active Observable Markets Inputs (Level 1 ) (Level 2)
$
392 $ 392
$ -
$ -
$
$1 46307 3668 4 027
$1 54 002
$ 207
$ 2 1 4
$ 1 24431 12203 1 984
$1 38 61 8
Significant Unobservable
Inputs (Level 3)
$
$
$
$
$
$
As of December 31 2014 and 2013 there were no transfers between levels
40
STANDARD BANCSHARES I NC AND SUBSI DIARIES
NOTES TO CONSOLI DATED FI NANCIAL STATEMENTS (in thousands except share data)
Note 1 8 - Financial I nstruments Fair Value Disclosure (Continued)
The fair values of marketable equity securities available-for-sale are generally determined by quoted market prices in active markets for each specific security (Level 1 measurement inputs) If Level 1 measurement inputs are not available for a marketable equity security the fair value is determined by the quoted market price of a similar security traded in an active market (Level 2 measurement inputs)
The fair values of debt securities available-for-sale are generally determined by matrix pricing which is a mathematical technique widely used in the industry to value debt securities without relying exclusively on quoted market prices for the specific securities b ut rather by relying on the securities relationship to other benchmark quoted securities (Level 2 measurement inputs)
Derivative s
The fair value of derivatives are based o n valuation models using observable market data a s of the measurement date (Level 2) Our derivatives are traded in an over-the-counter market where quoted market prices are not always available Therefore the fair values of derivatives are detenmined using quantitative models that utilized multiple market inputs The inputs will vary based on type of derivative but could include interest rates prices and indices to generate continuous yield or pricing curves prepayment rates and volatility factors to value the position The majority of market inputs are actively quoted and can be validated through external sources including brokers market transactions and thirdshyparty pricing services
Fair values of assets measured on a nonrecurring basis are as follows
Oe ce mbe r31 2014 Other real estate owned net Impaired loans Loans held for sale Mortgage servicing rights
De ce mbe r 31 2013 Other real estate owned net Impaired loans Loans held for sale Mortgage servicing rights
Fair Value
$ 1 6233 41 895
8274 2435
$12 930 54 1 62
5408 2726
Fair Value Measurements Using Quoted Significant Prices Other
in Active Observable Markets Inputs (Level 1 ) (Level 2)
$ $
8274
$ - $
5408
Significant Unobservable
Inputs (Level 3)
$ 1 6233 41 895
2435
$1 2930 541 62
2726
Other real estate owned are initially recorded at fair value less costs to sell when acquired and are subsequently measured at the lower of cost or fair value less estimated costs to sell Fair values are based on third party appraisals of the property or internal valuations on smaller properties using comparable market data and various external resources resulting in a level 3 classification When the carrying value exceeds the fair value less costs to sell an impairment loss is recognized
The fair value of impaired loans secured by real estate with specific allocations of the allowance for loan --------- 1osses-is-generally-based-on--recent-real-estate-appraisals-or-internal-valuations-on-smaller-prnperties--shy
using comparable market data and various external resources These appraisals may utilize a single
41
STANDARD BANCSHARES INC AND SUBSI DIARIES
NOTES TO CONSOLI DATED FI NANCIAL STATEMENTS (in thousands except share data)
Note 1 8 - Financial Instruments Fair Value Disclosure (Continued)
valuation approach or a combination of approaches including comparable sales and the income approach resulting in a level 3 classification
Loans held for sale are carried at the lower of cost or fair value which is evaluated on a pool-level basis The fair value of loans held for sale is determined using quoted prices for similar assets adjusted for specific attributes of that loan or other observable market data such as outstanding commitments from third party investors resulting in a level 2 classification
The Company records its mortgage servicing rights at fair value and includes them in other assets in the Consolidated Balance Sheets Mortgage servicing rights do not trade in an active market with readily observable prices Fair value is based on market process for comparable mortgage servicing contracts when available or alternatively is based on a valuation model that calculates the present value of estimated future net servicing income Key economic assumptions used in measuring fair value of mortgage servicing rights at December 31 2014 included prepayment speeds maturities and discount rates While market based data is used to determine the assumptions the Company incorporates its own estimates of the assumptions market participants would use in determining the fair value of mortgage servicing rights which results in a level 3 classification
De cembe r 31 2014 Assets Cash and cash equivalents Securities held-to-maturity Securities available-for-sale Loans - net Loans held for sale Federal Home Loan Bank stock at cost Accrued interest receivable Derivatives
Liabilities
Deposits Federal Home Loan Bank advances Accrued interest payable Derivatives
De ce mbe r 31 2013 Assets
Cash and cash equivalents Securities held-to-maturity Securities available-for-sale Loans - net Loans held for sale Federal Home Loan Bank stock at cost Accrued interest receivable
Liabi lities Deposits Accrued interest payable
42
Carrying Value
$ 1 99476 3888
1 54394 1 744331
8274 3247 59 1 9
207
$ 1 993572 1 5000
265 214
$ 234 1 83 1 762
1 39588 1 61 9995
5408 3 143 5 576
$1 91 9 1 05 286
Fair Value
$ 1 99476 3 564
1 54394 1 798279
8274 3247 591 9
207
$1 992796 1 4984
265 214
$ 234 1 83 1 41 5
1 39588 1 679668
5408 3 143 5576
$ 1 920335 286
STANDARD BANCSHARES I NC AND SUBSI DIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (in thousands except share data)
Note 1 8 - Financial I nstruments Fair Value Disclosure (Continued)
In estimating the fair value of certain assets and liabilities not previously presented the following assumptions were made
Cash and Cash Equivalents
The carrying amounts of cash and equivalents reported in the balance sheet approximate fair value
Securities
Estimated fair values of securities are based on one of three models 1 ) quoted market prices where available 2) quoted market prices for similar instruments if quoted market p rices are not available 3) unobservable data that represents the Banks assumptions about items that market participants would consider in determining the fair value where no market data is available
L oans
Fair values of loans excluding loans held for sale are estimated as follows For variable rate loans that re-price frequently and with no significant change in credit risk fair values are based on carrying values Fair values for other loans are estimated using discounted cash flow analyses using interest rates currently being offered for loans with similar terms to borrowers of similar credit quality to calculate the present value of future contractual principal and interest cash flows and discounting them back to the present using a discount rate Impaired loans are valued at the lower of cost or fair value as described previously The methods utilized to estimate the fair value of loans do not necessarily represent an exit price
The fair value of loans held for sale is estimated based upon binding contracts and quotes from third party investors
Federal Home Loan Bank (FHLB) Stock
The carrying amounts reported in the balance sheet approximate fair value
Accrued Interest Receivable I Payable
The carrying amounts reported in the balance sheet approximate fair value
Deposits
The fair values disclosed for demand deposits (eg interest and non-interest checking passbook savings and certain types of money market accounts) are by definition equal to the amount payable on demand at the reporting date (ie their carrying amount) The carrying amounts of variable rate fixed-term money market accounts and certificates of deposit approximate their fair values at the reporting Fair values for fixed rate certificates of deposit are estimated using a discounted cash flows calculation that applies interest rates currently being offered on certificates to a schedule of aggregated expected monthly maturities on time deposits
Federal Home Loan Bank Advances
The fair value of Federal Home Loan Bank advances is estimated using discounted cash flow analyses --------based-on-the-currentborrowing-rate-of-similartypes-of-advances
43
STANDARD BANCSHARES I NC AND SUBSIDIARI ES
NOTES TO CONSOLI DATED FINANCIAL STATEMENTS (in thousands except share data)
Note 1 8 - Financial I nstruments Fair Value Disclosure (Continued)
Off-balance sh eet in strum ents
Fair asset andor liability value of off-balance sheet financial instruments as described in Note 1 6 may be estimated by applying fees currently charged for comparable commitments Based upon the qual ity of these commitments and their demand in the financial market it has been assumed that there is no material difference in the estimated fair value
Note 1 9 - TARP Capital Purchase Program
On April 24 2009 the Company entered into a Letter Agreement with the United States Department of Treasury (the Treasury) pursuant to which the Company sold to the Treasury 6000 shares of the Companys Fixed Rate Cumulative Perpetual P referred Stock Series A for $60 million and a warrant to acquire $3 million of Fixed Rate Cumulative Perpetual P referred Stock Series B for a nominal exercise price Immediately upon consummation of the closing the Treasury exercised the warrant and acquired the Series B Preferred Stock The Preferred Stock Series A qualified as Tier 1 capital and paid cumulative dividends q uarterly at a rate of 5 per annum The P referred Stock Series B qualified as Tier 1 capital and paid cumulative dividends quarterly at a rate of 9 per annum The difference between the initial carrying value that was allocated to the Series B Preferred Stock and its redemption value of $3 million will be charged to retained earnings (with a corresponding increase in the carrying value of the Series B Preferred Stock) over the first five years of the contract as an adjustment to the dividend yield using the level yield method During 201 1 the Company elected to suspend dividend payments For the year ended December 31 2012 total dividends of $3462 had been declared but not paid On February 22 201 3 1 3548387 of common shares were issued to the US Treasury in exchange for the $60 million and $3 million of Fixed Rate Cumulative Preferred Stock Series A and Series B respectively The Treasury subsequently sold those shares to institutional investors at $465 per share In addition the Company paid $6 million of dividends to the Treasury which included 1 00 of past due dividends and dividends due through February 22 2013
Note 20 - Regulatory Matters
The Companys primary source of cash is dividends received from its subsidiary bank The subsidiary bank is subject to certain restrictions on the amount of dividends that it may declare without prior regulatory approva L In addition the dividends declared cannot be in excess of the amount which would cause the subsidiary bank to fall below the minimum required for capital adequacy purposes
Banks and bank holding companies are subject to regulatory capital requirements administered by federal banking agencies Capital adequacy guidelines and additionally for banks prompt corrective action regulations involve quantitative measures of assets liabilities and certain off-balance-sheet items calculated under reg ulatory accounting practices Capital amounts and classifications are also subject to qualitative judgments by regulators Failure to meet capital requirements can initiate regulatory action Management believes as of December 3 1 2014 the Company and Bank meet al l capital adequacy requirements to which they are subject
Prompt corrective action regulations provide five classifications well capitalized adequately capitalized undercapitalized significantly u ndercapitalized and critically undercapitaized although these terms are not used to represent overall financial condition If adequately capitalized regu latory approval is required to accept brokered deposits If undercapitalized capital distributions are limited as is asset growth and expansion and capital restoration p lans are required At year-end 201 4 and 2013 the most recent reg ulatory notifications categorized the Bank as well capitalized under the regulatory framework for prompt corrective action There are no conditions or events since that notification that management believes have changed the institutions category
44
STAN DARD BANCSHARES I NC AND SUBSI DIARI ES
NOTES TO CONSOLIDATED FI NANCIAL STATEMENTS (in thousands except share data)
Note 20 - Regulatory Matters (Continued)
The Banks actual and required capital amounts and ratios are as follows
To Be Well Capitalized U nder
For Capital Prompt Corrective Actual Adeguac[ Puqoses Action Provisions
Amount Ratio Amount Ratio Amount Ratio As of December 31 2014 Total Capital
(to risk-based assets) Company $271 785 143 $ 152226 80 NA NA Bank 269993 1 42 1 52229 80 $1 90286 1 00
Tier I Capital (to risk-based assets) Company 247887 1 30 76 1 1 3 40 NA NA Bank 246093 129 761 14 40 1 14 171 60
Tier I Capital (to average assets) Company 247887 1 08 92 1 26 240 NA NA Bank 246 093 1 07 92 1 09 240 1 1 5 1 36 2 5 0
As of December 31 2013 Total Capital
(to risk-based assets) Company $246213 1 38 $142344 280 NA NA Bank 244607 1 38 1 42 170 280 $ 1 77713 2100
Tier I Capital (to risk-based assets) Company 223444 126 71 1 72 240 NA NIA Bank 221 838 1 25 71 085 240 1 06628 2 60
Tier I Capital (to average assets) Company 223444 1 03 86430 240 NIA NA Bank 221 838 1 03 86450 240 1 08 063 2 50
45
STANDARD BANCSHARES INC AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (in thousands except share data)
Note 21 - Capital Management
The overall objectives of the Companys capital management are to have the availability of sufficient capital to support loan deposit and other asset and liability g rowth and to maintain capital to absorb unforeseen losses or write-downs that are inherent in the business risk associated within the banking industry The Company seeks to balance the need for higher capital levels to address growth and unforeseen risks and the goal to achieve an adequate return on capital invested
In July 201 3 the federal banking agencies issued a final rule revising the regulatory capital rules applicable to most national banks and federal savings associations as well as their holding companies generally beginning on January 1 201 5 The rule implements the Basel Committees December 201 O framework known as Basel I l l for strengthening the international capital standards as wel l as certain p rovisions of the Dodd-Frank Act The final ru le implements a revised definition of regu latory capita l a new common equity Tier 1 minimum capital requirement of 450 and a higher minimum Tier 1 capital requirement of 600 (which is an increase from 400) Under the final rule the total capital ratio remains at 800 and the minimum leverage ratio is 400
Additionally under the final rule in order to avoid l imitations on capital distributions including dividend payments and certain discretionary bonus payments to executive officers a banking organization must hold a 25 capital conservation buffer composed of common equity Tier 1 capital above its minimum risk-based capital requirements The b uffer is measured relative to risk-weighted assets The final rule also enhances risk sensitivity and addresses weaknesses identified by the regulators over recent years with the measure of risk-weighted assets
The new minimum capital requirements will b e effective for the Company on January 1 201 5 whereas the capital conservation buffer and the deductions from common equity Tier 1 capital phase in over time beginning on January 1 201 6
Capital Raise
On February 22 201 3 Standard Bancshares Inc completed its recapitalization by issuing 29864795 shares of common stock at $465 per share for gross proceeds of $ 1 389 million 1 3 548387 of the common shares were issued to the US Treasury (the Treasury) in exchange for the $63 million of Fixed Rate Cumulative Preferred Shares Series A and B The Treasury subsequently sold those shares to I nstitutional Investors at $465 per share An additional 16 316408 of common shares were issued to Institutional Investors and private investors Of the aggregate 29864795 common shares issued 1 9430750 are voting shares and 1 0434045 are mm-voting shares
In conjunction with the recapitalization the Articles of Incorporation of the Company were amended to authorize 20000000 shares of preferred stock at $001 par value No preferred stock has been issued as of December 31 2014
Sto ck Settled Rights (SSRs)
On February 22 201 3 in connection with the recapitalization of the Company the Board of Directors distributed as a dividend in kind 7293407 Stock Settled Rights (SSRs) to the holders of the Common Stock as of the Record Date (November 5 2012) The number of SSRs issued is equal to the product of (i) 03888 and (ii) 18757921 the number Common Shares outstanding as of the Record Date The estimated fair value of the SSRs completed by an independent third party as of September 30 2014 and February 22 201 3 was determined to be approximately $026 per SSR or $1 880 and approximately $021 per SSR or $1 532 respectively Expense recorded related to the SSRs was $1 880 in 2014 No expense was recorded in 201 3
46
STANDARD BANCSHARES INC AND SUBSI DIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (in thousands except share data)
Note 21 - Capital Management (Continued)
Stock Settled Rights (SSRs) (Continued)
The SSRs are structured as common stock dividends to be paid to certain common shareholders of the Company under specific conditions The amount of common stock to be distributed is determined by a formula that considers among other things the value of the outstanding common stock at the Settlement Date Settlement Date is defined as the earlier of (i) the date a liquidity event (an I POrecapitalization or a sale of control) occurs during the term of the SSRs and (ii) the SSR Expiration Date (February 22 201 8) The SSRs will be exercised based on the value of the common shares at that time subject to the Settlement Rate formula
The Accretion Rate is a component of the Settlement Rate It is either an middotannual rate of 80 or 120 with the value determined by the cum ulative economic losses that occur in the loan portfolio from June 30 201 1 to the time the SSRs are settled
On the Settlement Date the Company shall determine the number of shares of Common Stock issuable upon the settlement of an SSR The Settlement Rate shall be calculated based on a formula that considers among other factors the value per share of the common stock on a fully diluted basis reduced by the accretion rate with that number divided by the value per share of common stock on a fully diluted basis
If the Settlement Rate is greater than zero the Company shall issue and deliver to each of the SSR Holders a number of shares of Common Stock equal to the product of (i) the Settlement Rate multiplied by (ii) the number of SSRs held by such H older as reflected in the SSR register as of the close of business on the last Business Day prior to such Settlement Date
In connection with the occurrence of a Liquidity Event on or prior to the Expiration Date the Board of Directors may at its option and in its sole discretion order the redemption and the Company may redeem the SSRs in whole or in part at the redemption price per SSR based on a formula that considers the price per share of Common Stock at which the Company is valued on a fully diluted basis in connection with such Liquidity Event as determined in good faith by the Independent Committee plus a l l cash dividends paid oil the common stock from the date of issuance of the SSRs less $465 accreting on a daily basis at the Accretion Rate
The Company hired an independent third party firm to value the SSRs The following variables were taken into consideration when deriving a value for the SS Rs
1 ) The probability of a liquidity event (sale of control or PO) during the term of the SS Rs 2) The Accretion Rate assigned to the Settlement Rate of the SSRs 3) The estimated value of the Companys common stock at the earlier of a) a liquidity event or b)
the SSR Expiration Date (February 22 201 8) 4) The type of liquidity event that might occur 5) Future value parameters including a) tangible common book value b) earnings and c) market
conditions
The valuation of the common shares at the Settlement Date will depend on the Companys financial condition and the market pricing of financial institution stock both on a stand-alone basis and on a sale of control basis at that time
47
STANDARD BANCSHARES I NC AND SUBSIDIARI ES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (in thousands except share data)
Note 22 - Condensed Financial Statements
The Company was incorporated in I l linois on February 23 1 982 The Company accounts for its investment in subsidiaries under the equity method Under this method the investment is recorded at cost adjusted for the subsidiaries undistributed net income (loss) Presented below are the condensed financial statements of Standard Bancshares I nc (Parent Company Only)
Assets Cash Investment in subsidiaries Other assets
Total assets
CONDENSED BALANCE SH EETS DECEMBER 31 2014 AND 2013
Liabilities and shareholders equity Other liabilities Total stockholders equity
Total liabilities amp stockholders equity
2014 $ 4 163
264242 328
$268733
$ 2685 266048
$268733
CON DENSED STATEMENTS O F I N COME YEARS ENDED D ECEMBER 31 201 4 201 3 AND 201 2
2014 I ncome
Other income $
Expenses 2909 Loss before income taxes and equity in undistributed
earnings of subsidiaries (2909) Income tax benefit 88
Loss before equity in undistributed earnings of subsidiaries (2821)
Equity in undistributed earnings (loss) of subsidiaries 1 7 1 1 5
Net income (loss) 1 4294 Preferred dividends and discount accretion on preferred shares
Net income (loss) applicable to common shareholders $1 4294
48
201 3 $ 2 1 95
248 090 1 944
$252229
$ 322 251 907
$252229
201 3 201 2
$ $ 1
1 747 8539
(1 747) (8538) 291 1 0 1 7
(1 456) (7521) 9 629 (23241) 8 173 (30762) 1 1 24 4090
$ 7049 $(34852)
STAN DARD BANCSHARES INC AND SUBSIDIARIES
NOTES TO CONSOLIDATED FI NANCIAL STATEMENTS (in thousands except share data)
Note 22 - Condensed Financial Statements (Continued)
CONDENSE D STATEMENTS OF CASH FLOWS YEARS ENDED DECEMBER 31 2014 201 3 AND 201 2
Cash flows from operating activities Net income (loss)
Adjustments Equity in undistributed net (income) loss of subsidiaries Amortization Stock based compensation expense ( Increase) decrease in other assets Increase (decrease) in other liabilities
Net cash provided by (used in) operating activities Cash flows from financing activities
Issuance of common stock net of issuance costs Capital contribution to Standard Bank Repayment of note payable Cash Dividends
N et cash provided by financing activities
Net increase (decrease) in cash
Cash - beginning of year
Cash - end of year middot
Supplemental schedule of non-cash financing activities Change in par value on common stock Exchange of preferred stock to common stock
49
2014
$ 1 4294
( 17 1 1 5) 28
782 1 616 2363 1 968
1 968
2 1 95
$ 4 163
$ $
201 3
$ 8 1 73
(9629) 29
441 1 872
(4273) (3387)
68598 (41 500) ( 16 1 00)
(6026) 4972
1 585
6 1 0
$ 2 1 95
$ 4277 $63000
201 2
$(30762)
23241 6 1 67
( 1908) 2 043
( 1 2 1 9)
( 1 2 1 9)
1 829
$ 6 1 0
$ $
FORM FR Y-6
STANDARD BANCSHARES INC
Hickory Hills Illinois Year Ending Dccember31 2014
REPORT ITEM
1 The BHC Is not registered with the SEC Coples of the Annual Report Nil be sent undersepirate cover when completed
2a Organization Chart fo Standard BallCShares Inc
I THE BOULEVARD INC
SL John Indiana 100
JnCQrporated in Indiana
2b Branch Verification
STANDARD BANCSHARES INC Hickory Hills Illinois Jncorporateltl In Illinois
STANDARD BANKAND TRUST COMPANY Hickory Hills llllnois
Incorporated In lllnols 100
I STANDARD REDEVELOPMENT INC
Hickory Hills Illinois 100
Incorporated in Illinois
(Not subject to Y-10 reporting ) Code 91 CE - Liquidation Of debts previously contracted
The branch and lax-kl flStings were emailed to branch revieW on 223115
3 (1) As ofyear-end
Name and Address
Trident SBI Holdings lP Greeffilidl CT
Robert E Gallagher Sr Trust John D Gallagher Trustee Palos Heights IL
The Gallagher Standard Bancshares TR Timolhy J GaJagheuror Trustee Hickory Hitls IL
Pantheon Standard LP San Francisco CA
CohesVe Capital Parners LP New York NY W Capital Partners II LP NewYork NY
Couritrlt of Citizenship or lncorooratlon Number and Percentage Of Voting Serurtties
USA 5662194- 1483
USA 5516086 - 1444
USA 4382666 - 1 t47
USA 3762128-985
USA 2 150537 - S63
USA 2 150537 - 563
Note llle shares in the Robert E Gallagher Sr Tr are voted on by John D Gallagher Director of Standard Bank Tue shares Jn the Gallager Standard Bancshares Tr are voted on by Timolhy J Gallagher Director of Standard Bank
3 (2) OtherSharehofors oat listed in Section 3 (1) above that held more than 5 during the year
None
Resuhs A Ilse of branches forvour holdln1 company STANDARD 8ANCSHARES INC (1245590) or HICKORY HILLS IL
The d1ta are n of 12312014 Data re II Kb information tlat wu received aod processed throuah 01072015
Rconcill1Uon and Vc1Uon St I DI 1 In the DIH Action column of each br111Ch row enter one or mort of the actioru specified below
2 If required enter the date In the Ettcttve Olte column
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Chi nee If the bndl Information Is Incorrect Of Incomplete revt the data enter Chance In the Dita Action column ind the d11te when this infOfmation first became v1lid In the Effective Ote column
am If a bnch listed was sold or clowd enterOose In tht Dita Action column and the s1e or dosured11te In the EtfectW Olte colurm
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Add If a rt portable brtinch Is mlsslna lnStrt a row add the branch data ald entu Add In the Olt1 Action column and the opening or acquisition date In the Effecttve Date column
If prntln1 this list you m1y need to adjust your page Utup In MS E11ce1 Try using landscape orientation page sollria andor legal sized paper
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Thbull FR Y-10 report may be submitted 1n a hardcopy format or 11ia the FR Ymiddot10 OnH11e application middot httpsylOonllnefederalrerve1ov
bull FDtC UNINUM Office Number and ID_RSSO co1unvu ara for reference only Verification of these values is not required
- - 8nch Suvlce Type Branch 10 RSSO ia- terNeme Street Address City
ok FuUServltefHud Officel 19730 STAN OARD BANK ANO TRUST COMPANY 7800 WEST 9STH STREET HICKORY HILLS
ok Full Service 3202168 BOLINGBROOK BRANCH 282 NORTH WEBER ROAD BOLINGBROOK
ok Limited Strvce 4126065 CALUMET CITY 1968 SIBLEY BOULEVARD CALUMET CITY
FullSetvke 3309928 CLARK STREET 8RANOi 3747 NORnt CLARK STREET atlCAGO
ok FullServiett 474339 EWING BRANOf 10635 SOUTH EWING AVENUE CHICAGO
ok Full Servtce 2079925 HEGWISCH BRANCH 13336 SOUTH BALTIMORE AVENUE CHICAGO
ok limited Se-rvke 20817)5 SOUnt DERRING FACILITY 10535 SOVTH TORRENCE AVENUE CHICAGO
Full Service 4099271 THOREK BRANOi 836 WEST IRVING PARK ROAD OUCAGO
ok Full Service 2121280 COAL CITY BRANot 20 SOUTH KANKAKEE COAlCITY
full Service 2809038 EVERGREEN PARK BRANCH 2400 WEST 95TH STREET EVUtGREEN PARK
ok Full Service 3188909 FRANKFORT BRANCH 19997 LA GRANGE ROAD FRANKFORT
Full5etvice 810436 CiARONERBRANCJ1 118 DEPOT STREET GARDNER
ok FultSrvlct 3188897 JOLIET ampRANCJ1 2398 ESSINGTON ROAO JOLIET
Full Service 3439553 LOClCPORT BRANCH 16545 WEST 159TH STREET LOCKPORT
ok Full Service 290931 LYONSlST AVENUE BRANCH 8601 OGDEN AVENUE LYONS
ok Full Service 3671504 MINOOKA BRANCH 515 WESTUS ROUTE 6 MINOOKA
ok LlmltcServfce 2111338 MOAAIS LISBON BRANCH 1433 USBON STREET MORRIS
ok Full Servkt 2809010 MORRIS ROUTE 6 BRANCH 1111 WEST US ROUTpound 6 MORRIS
Ful1 Servlct 2809047 NAPERVILLE BRANCH 1607 NORTH AURORA ROAD NAPERVILLE
ok full 5ervfce 2809056 NEW LENOX BRANCH 456 NELSON ROAD NEW LENOX
Full sMce 2103129 OAK FOREST BRANOf 15901 SOUTH CENTRAL AVENUE OAX FOREST
ok Full SeMct 3490255 OAK LAWN lllTH BRANOf 4700 WEST 111TH STREET OAK LAWN
ok Full Sfrvlce 2096717 OAK LAWN 95TH BRANCH 4001 WEST 95TH STREET OAK LAWN
ok Full Service 2295538 ORLAND PARK BRANCH lSCXJO SOUTH WOLF ROAD ORLAND PARt
State VpCode
IL 60457
IL 60440
IL 60409
IL E06H
IL 00617
IL 0063
IL 00617
IL 60613
IL 60416
IL 60805
IL 6042
IL 60424
IL 60435
IL 60441
IL 60534
I L 60447
IL 60450
IL 60450
IL 60563
IL 60451
IL 60452
IL 60453
IL 60453
IL 60467
County CawN FDICUNINUM Offb Numberbull Haad otfice Head Office 10 RSSD Comments
COOK UNITEO STATES 10748 0 STANOARO BANK ANO TRUST COMPANY 19730
Will UN ITED STATES 419532 34 STANDARD BANK ANO TRUST COMPANY 19730
COOK UNITED STATES 510611 44 STANDARD BANK AND TRUST COMPANY 19730
COOK UNITpound0 STATES 429662 35 STANDARD BANK ANO TRUST COMPANY 19730
COOK UNITED STATES 12089 18 STANDARD BANK AND TRUST COMPANY 73ltgt
COOK UNITED STATES 244100 20 STANDARD BANK ANO TRUST COMPANY 19730
COOK UNITED STATES 244099 19 STANDARD BANK ANO TRUST COMPANY 19730
COOK UNITED STATpoundS 510612 4S STANDARD BANKANDTRUSTCOMPANV 1973ltgt
GRUNDY UNITED STATES 263852 17 STANDARD SANK AND TRUST COMPANY 730
COOK UNITED STATES 13875 4 STAN OARD BANK AND TRUST COMPANY 19730
Will UNITED STATES 357237 15 STAN OARD BANK AND TRUST COMPANY 19730
GRUNDY UNITED STATES 7234 1 STAN DARO BANK ANO TRUST COMPANY 19730
Will UNITED STATES 238ASA 13 STANDARD BANK ANO TRUST COMPANY 19730
Will UNlTEO STATES 450324 38 STAN OARD BANK AND TRUST COMPANY 19730
COOK UNITED STATES 10912 22 STANDARD BANK ANO TRUST COMPANY 19730
GRUNDY UNITED STATES 465426 42 STANDARD BANK AND TRUST COMPANY 1973ltgt
GRUNDY UNITED STATES 266774 16 STANDARD BANK ANO TRUST COMPANY 1730
GRUNDY UNITED STATES 2243S6 10 STANDARD BANK AND TRUST COMPANY 19730
OU PAGE UNITED STATES 238451 6 STANDARD BANK ANO TRUST COMPANY 19730
Will UNITED STATpoundS 238452 11 STAN OARD BANK ANO TRUST COMPANY 19730
COOK UNTED STATES 244101 21 STANDARD BANK AND TRUST COMPANY 19730
COOK UNITED STATES 441863 36 STANDARD BANK AND TRUST COMPANY 19730
COOK UNITED STATES 238447 1 STANDARD BANK AND TRUST COMPANY 19730
COOK UNITED STATES 238450 5 STANDARD BANt AND TRUST COMPANY 19730
ok Fullrvke 2100379 PALOS 11HH BfANOl 11901 SOUTHWEST HIGHWAY PALOSPARIC ll 00464 COOK UNITED STATES 238448 2 STAN DARO BANK AND TRUST COMPANY 19730
ok rulSltVice 2427544 PALOS lllST BRANCH 9700WEST lllST STREET PALOS PARK ll 00464 COOK UNlTEOSTATES 238449 3 STAN DARO BANK AND TRUST COMPANY 19730
ot llmtedSrvke 3490273 NORTH RIVERSIDE BRANCH BJSOWEST CERMAK ROAD RlvtRSlDE ll COOK UNITED STATES 441864 37 STANDARD BANK AND TRUST COMPANY 19730
ot FuLServke 3202171 SHOREWOOD BRANOl 970 BROOK FOREST AVENUE SHOREWOOD It - t UNITED STATES 419531 33 STANDARD BANICANDTRUSTCOMPANY 19730
ok FulSrvlee 3188918 VILLA PARK BfWIOi 1 WESrRoostVrlTROAD VlltAPARIC It 50181 OUPAGE UNITED STATES 238455 14 STANDARDBANKANDTRUSTCOMPANY 19730
ok FulSrvke WllMINGTON BRANCH lOOSSOUTH WATER STREET WILMINGTON It 004 lt UNITED STATES 238453 12 STANDARD BANK AND TRUST COMPANY 19730
ok Fulfrvk 3197031 CHESTERTON BRANCH middot 755 JNDIAN BOUNDARY ROAD OIESTERTON IN PORTER UNITEDSTAlES 275664 32 STANDARD BANK AND TRUST COMPANY 19730
ok ruUrvic 2161D17 EASTCHCAGO BRANCH 4518 lNOANAPOUS BOULEVARD EAST CHICAGO IN 46312 lAKE UNITEDSTAlES 29 STANDARDSANKANDTRUSTCOMPANY 19730
ok Fulrvk 4913n HAMMOND BRANCH 1007 CALUMET AVENUE HAMMOND IN 46324 AKE UNITEDSTAlES 42227 30 STANDARD BANK AND TRUST COMPANY 19730
Fulrvlc 2161D3S HIGHtAND BRANCH 2930 RIDGE ROAD HIGHLAND IN 46322 UNITEOSTAlES 275659 27 STANDARD BANK AND lRUST COMP AN I 19730
ot Futtsrvke 2161044 LOWHl BRANCH 2090 EAST COMMERICALAVENUE LOWELL IN 463Sfgt21r AKE ONITEDSTAlES 275661 28 STANDARD BANK ANDTRUSTCOMPANI 19730
ok Full Srvlce 3439562 MERRlllVlllE BRANCH 579WESTUNCOlN HIGHWAY MERRlllVlllE IN 46410 AKE ONlEO STATES 450325 39 STANDARD BANK AND TRUST COMPANI 19730
ok Full Srvice 453712 SAINT JOHN BRANCH 9321 WICKER AVENUE SAINT JOHN IN 46373middot00 AKE ONtlEDSTATES 42414 26 STANDARD BANK AND rnusr COMPANY 19730
middot
Report ttem 4 Directors and Office (1) Name amp Address
J-Ohn R Barber New York NY
Christopher Doody Ne-vYork NY
1pound1 Pnncipal Occupation [rtmiddotrmiddotwittl BHC
Mariaging Partner eohesiVe ea pita I
Princlpal Storm Point Capital
(3) (bull) TrtiePosition with BHC Diredor
Director
FORM FR Y-9
STANDARD BANCSHARES INC Fiscal YearEnding Decttmber3112014
(3) lb) ltlePosition wffi1 Subsidiaries
NIA
NIA
(3) (c TrtlePosltlon wttn otherbuslne$es
Managtng Partner Cohesive Capital
Principal Stone Point Ciipitit
bull Stone Point ls the manager of the TriOOnt funds which are investment entities that own 25 or morn of the outstanding voting seairities orinlerests in various companles Mr Doody ls an ernployee and officer of Stone Point and is oo deemed to contror S1oria Point or the Trldent Funds He is not a principal securities holder of Stone Point or the Trident Funds The invstmenl committees of the Trident Funds are responsible for voting the shares or such companies and Mr Doody is not a member of the investment committees of the Trident Fonds A sctiedule of such companies in which U1e Trident funds hnve invested is available upon request
John o Gallagher Ortand Park IL
Managing Genera[ Partner OfdlarU Hill Bldg Co
Director Dior-standarU Bank
Managin9 GenerBi Partner Orchard HlllmiddotB1dg Co President Ordiard Hm Building Co Inc
Managing Member Qnhard Hill Construction LLC
Managing Membelt Austin Construction Co bull LLC
Presdenl Bougton Development Co
President ennStructildeg Co lnc
Prestdenl middot Farmingdare Development eomiddot
middotana9in middotRa -middot middot fariTijngdre _Mittwo middot
Pldciit_ _ Fam1r9dale Utilify Co_
Managing Partner Frtz91erald Lad lnvestment Ptshp
(4) a) 1w of Voting Shares in BHC
563
middot1483
14450
(4)(o) (4) (b) Names of othfr companitts 4 of Voting (if 25 ormorl voting Shares in Subs securities a held
NIA
NIA
NIA
NIA
NIA
NIA
NIA
NIA
NIA
NIA
Dryden Cons1rudioo Co Inc 100
NIA
NIA
NIA
Frtzgerald Land Investment Plshp 25
(1) Name amp Mdlt=
John D Gallagher CJriand Pru IL
(2) Principal rbull _ BHC1
(3) (b) TdfePosition wiU1 SubsXfiarics
(J)(c TrtiePttSition wTUi other buslncssts
Trustee-Vote 100 Galla171ormiddot Henr)Tnisl
- Gallagher amp Henry Inc
Prumlaquo GaDaQhef Parloecs LP GB4 Jnc
Managing Partner Gl6mwod DevelopmElnt Co
Managmjl farlnelt Heruy Co Managmo Hermann Umd Investment Ptshp
Managing- Kolarlrugtd I lgthp Preltldeot Kokast -kimes Inc
PreSdenl Coo$trixtioo middotmiddot nc
- -MiAdams 400 Investment Ptshp
Msoagir(Q Partner Meifefl1 id lnpoundiiini _Pthp Managing Partner sr middotGod 1nVeslmoo Pbhp Managiog Partnef
-LampftPtshp TruSt6e
ThOGalfaghmiddotorSliujiini middot Trust
(4) (bull) of Voting Shares in BHC
(4) (b) of Voting Shares In SUbs
Names of other companies frf 25 degmom voting securiDes arn heJd NIA
NIA
NIA
NIA
NIA
NIA
NIA
Hennarm Lnnd Investment Ptshp 25
K6irland lovStrnerrlPiStip 25 NIA
NIA
NIA
Laod lNeStrnloi PlShp 25
df1li3 lfjJrlvtrpnt PWiP 25
Land l hp 25
e(Lao1fl PtShp 25_-xmiddotmiddot middot
standard tWesTrust 25 middot
(1) Name amp Address
Tnnothy J GsJlaghet Burr Ridge IL
(2) Principal Occupation [d other than with BHC)
(J) (a) TrltePosifion wtth BHC
(3)(b) TdiePosffion wittl Subskfcuies
OlaHrnan of the Board
(J) (c) TitlePosition with other businees
PreOOeot Brittany Glen Homeownoc l=gtc Suffield Woods Homeowner Assoc FanntngdaJe Viage Com Assoc fumlogdale Vdlage Com Assoc 2 Misty Meadoyenr Homeowner Assoc 1ltings1on Hills liomeOMler Assoc Gallagheramp Henrys Condos Goodiogs Grove Assoc Ganaghcr amp Heruys Goocfings Grove Umbretia Assoc Farmingdale Vil Cooos of Woodridge Homeowner Assoc Radc5ffe rtMe TOvlfflhomes Assoc
BNC OWnefs Assodatioo
Boughton Woodward Commenial Center LLC su-lgle MembeltUC- GB4 i5 member
Union Poirrte Investors Uc Sing1e MemberlLC- Union PcWe Oevclopmeot Co b member
Uoion POOte Buadlog Venture 1lLC Union 00rt lnvestorn LlC ts member Union Pofrrte Buikfing Venlilre 112 LLC Unton Point nveslor lLC is member
Union Pointe Boikfing Venture 3 LLC Union Poinl lnveslors UC is member
standgtnJ Bank -ALm1 Construction Co LlC
Pminlaquo Frtzyerald Lnnd Investment Pbttp
(lt)(bull) ofVotlng Shares in BHC
11520
(4) (b) ofVotiog Shares in Subs
NIA
Names of other companies (If 25 or l1XgtflJ voting securities aro held
NIA NIA NIA NIA NIA NIA NIA WA NIA NIA NIA
WA
NIA
WA
WA
NIA
NIA
WA
NIA
NIA
NIA
WA
WA
(1) =
Timothy J GJJbghctshyBorr Ridge IL
(2) Principal (if oUJef than wtth BHC)
3 (a) TitlePosition wilh BHC (3) 1c) Trtielosilion with other businesses ampcretuy amp Henry Inc
_ GieoMXgtd Developmeot Co
Partner Hermann Land Investment Pt5hp KOOr land Investment Ptstip
Secret3y Kolcast Homes loo
__ Koamp Construction Co Inc
Secrebgty Ordnrd Hin Buikfing Co Inc
Pa1nelt srrvb land 1ovestrnent Pshp -Smotelt Land Investment Ptshp Trustee- Vote 100 The Gollagher stmdafd
Trust
-- uruoo Pointe Development Co
lt4)(a) ofVotiog Shares in BHC
(4) (b) of Voting Shares In Sobs
tfamos of othcreomnk (lf25 ormoro vo6ng sccuritios arc held
NIA
NIA
NIA
Hennano Land Investment Ptshp 25
Kolar land Investment Pshp 25
NIA
NIA
NIA
Maas Land Investment Ptshp 25
McAdams Iand lnv=tmeni Plshp 25
Medema land lnvestme111 Ptshp 25
NIA
NIA
NIA
Slivka land Investment Plshp 25
SmoterUmd I Ptshp 25
Unkio Pointe Devdopmcot Co 25
(11 (21 Pl (a) 3 (b) 3) c) 4 (a) (4)b) Names of othelt com pan Name amp Adqross princi Occupation TJdcPositiorl TJHePositiorl TrticPosIDon of Voting of Voting [If 25 or mon voting
(if other than with Bl tc) wtth SHC with Subsidiaries with other businesses Shares In BHC Shares in Subs securities are heJd
Timothy J GaUagilet Slaquoretmy GB4 Inc SurRXgeIL GB4 lnc 251
Uoioo Polnte Bonding Venture 3 UC NIA Uoiont PoCnt lnves1ocs LLC is member
Lawraooe P Kelley NIA DirododVJCO Chaifman Oamp-edooVlce Chairman NIA 023lt))1 NIA NIA Pltullt IL PreraquoleoUCEO -0-0
standam Bank
Atampief Ko-arldt NIA DirodOlt Dirodoc NIA 0140 NIA NIA 1-fmsdak ll -
Howrd K Priess JI - deg Dirodoc Solo Pradiltgtoelt 0140 NIA NIA NapeMe IL Standard Bank
Owner White Oak Construction LlC Wh4te Oak Construction LLC 100
Robert A RoslKWt NIA Lead ndepcodeot Director oltedoc NIA D140( NIA NIA QOCago u standanl Bank
Charles E Shomo rv NIA deg Ciredor NIA 013lfI( NIA NIA Bur Ridgo IL standam Bank
Patrick J Hunt NIA _ Executive VPCFO NIA 008 NIA NIA Palos Heights IL EVPCfO standanl Bank
deg Scoltzu NIA Asst VPJAssl Asst VPAsst Secy NIA 00CXgt1 NIA NIA
Everyreen Park IL Sea-- SiandagtO Bank
STANDARD BANCSHARES INC AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (in thousands except share data)
Note 1 3 - Employee Benefit Plans
Profit Sharing
The Companys bank subsidiary maintains a defined contribution 401 (k) Plan Under terms of the Plan employees meeting age and service requirements may elect to have their compensation reduced and have that amount contributed to the Plan as a salary deferral contribution The Bank at its discretion may make a matching contribution to the Plan equal to a u niform percentage of the salary deferral contributions Apart from any matching contribution the Bank may also make a separate discretionary contribution to the Plan The final liability for matching contributions if any is determined after yearshyend requiring the Bank to estimate its discretionary contribution expense at year end Contribution expense recorded by the Bank amounted to approximately $ 1 1 79 $1 254 and $ 1 685 for 2014 201 3 and 201 2 respectively
Non-Qualified Plan
The Bank maintains a non-qualified deferred compensation plan for a select group of management and employees as determined by the Board of Directors Annual awards if any are based o n preshyestablished performance criteria which are communicated to eligible employees Benefits under the Plan vest after a five year period The liability under the Plan was $403 and $503 as of December 3 1 2014 and 201 3 respectively There was n o expense recorded in 2014 2013 o r 2012
Non qualified Sto ck Option Plan
Pursuant to the Capital Raise Investment Agreements on February 1 2 20 1 3 the Board of Directors of the Company adopted the Standard Bancshares Inc Stock Option Incentive Plan to be effective immediately after the Closing of the capital raise (please refer to Note 21 ) Pursuant to the Stock Option Incentive Plan the Compensation Committee of the Board of Directors of the Company is authorized to grant Incentive Stock Option awards Nonqualified Stock Option awards or a combination thereof to certain officers directors consultants or employees of the Company or any of its Subsidiaries or Affiliates aggregating up to 5402524 shares of the Companys common stock
The option price per share of stock purchasable under a stock option shall not be less than 1 00 of the fair market value of the common stock on the day of the grant Stock option vesting is based o n two components 1 ) a time vested option that vests over four years one fourth on each of the first four anniversaries from the option grant date and 2) a performance vested option that vests if there is an exit event resulting in the investor actually realizing an internal rate of return (RR) greater than or equal to 1 2 based on their original investment of $465 per share on February 22 201 3 Vesting is subject to acceleration in certain circumstances The options will expire if not exercised within 1 0 years of the
middot
date of grant and under certain other (employment) circumstances
The fair value of options granted was estimated on the date of grant using the Black Scholes optionsshypricing model using the assumptions noted in the table and commentary below The risk free rate of return is based on the constant maturity yield of a US Treasury note with a fixed rate term of 1 0 years at date of grant The volatility rate is derived from historical index values of publicly-traded commercial banks with assets between $1 and $5 billion Index values of comparably sized companies were used as a proxy because the Companys common stock is not exchange-listed and there is not an active trading market for the common stock The dividend yield assumption is based o n the Companys expected dividend payouts
34
STANDARD BANCSHARES INC AND SUBSIDIARI ES
NOTES TO CONSOLIDATED FI NANCIAL STATEMENTS (in thousands except share data)
Note 1 3 - Employee Benefit Plans (Continued)
Risk free rate of return
2014 20 1 3
275 1 97 Time remaining until expiration of the options Volatility rate
1 O years 1 0 years 1 392 1 587
Dividend yield 000 000
A summary of the activity in the non-qualified stock option plan for 2014 follows Weighted Average
Weighted Remaining Average Contractual
Number of Exercise Term Time Vested Stock Options Shares Price (in years)
2014 Outstanding at beginning of year 1 46651 5 $ 465 915
Granted 1 1 701 95 515 916 Exercised
Expired
Forfeited (23545) 494 870
Outstanding at end of year 2613 165 $ 487 860
Exercisable at end of year 366629 $ 465 815
2013 Outstanding at beginning of year $ Granted 1 466515 465 9 15 Exercised
Expired
Forfeited
Outstanding at end of year 1 465515 $ 465 9 15
Exercisable a t end o f year $
Aggregate Intrinsic Value
$ 1 1 1 8
$ 238
$ 733
$
The weighted average fair value of time vested options granted during 201 4 and 201 3 was $1 21 and $1 3 2 per option respectively
35
STANDARD BANCSHARES INC AND SUBSIDIARI ES
NOTES TO CONSOLIDATED FI NANCIAL STATEMENTS (in thousands except share data)
Note 1 3 - Employee Benefit Plans (Continued)
Performance Vested Stock Options 2014 Outstanding at beginning of year
Granted
Exercised
Expired
Forfeited
Outstanding at end of year
Exercisable at end of year
2013 Outstanding at beginning of year
Granted
Exercised
Expired
Forfeited
Outstanding at end of year
Exercisable at end of year
1 466515
1 170195
(26909)
2609801
1 465515
1 465515
$ 465
515
490
$ 487
$
$ 465
$ 465
$
91 5
91 6
864
860
g_1 5
91 5
$ 1 1 1 8
$
$ 733
$
The weighted average fair value of performance vested options granted during 201 4 and 201 3 was $040 for each year
Time Ve ste d O ption s
The Company recognized $782 and $44 I of stock-based compensation expense related to the granting of time vested stock options for the years ended December 20 14 and 2013 respectively There were no time vested options granted in 2012
As of December 3 1 201 4 there was $2 1 30 of total unrecognized compensation cost related to nonshyvestediime vested options granted underthe Plan The unrecognized cost is expected to be recognized over a weighted-average period of 26 years
Performan ce Veste d O ption s
The value of the performance vested options is a function of 1 ) the likelihood of a n Exit Event and 2) the likelihood of that Exit Event achieving the 1 2 IRR threshold These weighted average probabilities are then m ultiplied by the full value of a time vested option to derive the value of the performance options
The valuation methodology for the performance vested options involved ihree separate analysis
I Sale of control analysis 2 Initial public offering analysis 3 Remain private analysis
There was no expense recorded in 201 4 and 201 3 related to the performance vested options
There were no performance vested options granted in 201 2
36
STANDARD BANCSHARES INC AND SUBSIDIARI ES
N OTES TO CONSOLI DATED FI NANCIAL STATEMENTS (in thousands except share data)
Note 1 3 - Employee Benefit Plans (Continued)
As of December 3 1 2014 there was $1 059 of total unrecognized compensation cost related to nonshyvested performance vested options granted under the Plan The cost is expected to be recognized when it is determined that it is probable that a qualifying Exit Event will occur
Note 1 4 - Commitments
Operating Leases
The Bank leases property at various branch locations unde r terms that are considered to be an operating lease The leases expire in various years through 2020 Office rent expense was $728 $875 and $919 for 2014 2013 and 2012 respectively
Other Co mmitments
The Bank has a contract with a computer seNice company that expires in 201 6 Data processing expense was $2729 $2746 and $2424 for 201 4 201 3 and 2012 respectively
Annual future minimum payments for these agreements are as follows
Note 1 5 - Income Taxes
Year ending December 31 201 5 201 6 2017 20 1 8 201 9 2020 and thereafter
$3037 2884
394 203 1 26
1 6 $6 660
The components of the provision (benefit) for income taxes are as follows
Current Deferred Total Tax Expense (Benefit)
2014 $ 3494
7 1 62 $ 1 0656
201 3 $ 2373
3425 $ 5798
2012 $ 1 306
(6928) $ (5622)
The effective tax rate differs from the federal statutory rate primarily due to the following
Tax at statutory federal income tax rate Tax exempt interest income State income taxes net of federal benefit BOLi income Meals and entertainment Non-deductible expenses Goodwill impairment
201 4
$8483 (133) 1 5 1 6 (486)
77 76
Stock settled rights expense 639
201 3 $ 4750
(82) 766
(486) 84
1 02
2012 $(1 2371 )
(1 08) (866) (500)
79 80
8 1 55
O th enet--=====48=====664=--====(-l --
$1 0656 $ 5798 $ (5622)
37
STANDARD BANCSHARES INC AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (in thousands except share data)
Note 1 5 - Income Taxes (Continued)
The net deferred tax asset included at December 31 2014 and 2013 consists of the following
2014 201 3 Gross deferred tax assets
Allowance for loan losses $19212 $23305 Other real estate owned 2866 49 1 6 Non-accrual loan interest 4064 3 991 State net operating loss 1 835 2358 Accrued compensation 1 938 1 471 Depreciation 1 387 1 412 FNMA amp FHLMC preferred stock 1 270 1 270 Other assets 271 434
Total gross deferred tax assets $32843 $39 157
Gross deferred tax liabilities Purchase accounting adjustments $ 1 069 $ 1 282 Mortgage servicing rights 946 1 060 Unrealized gainloss on AFS securities 1 1 9 692 Other liabilities 1 306 1 31
Total gross deferred tax liabilities $ 3440 $ 3 165
Net deferred tax asset $29403 $35992
At December 31 2014 the Company has $33929 of Illinois net operating loss carryforwards expiring in 2025 and $2330 Indiana net operating Joss expiring in 2025 and 2026 which will be available to reduce future taxable income
The Company does not expect the total amount of unrecognized tax benefrts to significantly change in the next twelve months The Company recognized no interest andor penalties related to tax matters in tax expense
The Company and its subsidiaries are subject to US federal income tax as well as income tax of the state of Illinois and Indiana The Company is no longer subject to examination by taxing authorities for years before 201 0
3 8
STAN DARD BANCSHARES INC AND SUBSIDIARIES
NOTES TO CONSOLI DATED FI NANCIAL STATEMENTS (in thousands except share data)
Note 1 6 - Contingent Liabilities and Commitments
The Company does not reflect in its financial statements various commitments and contingent liabilities which arise in the normal course of business and which involve elements of credit risk interest rate risk and liquidity risk These commitments and contingent liabilities are commitments to extend credit commercial letters of credit and standby letters of credit A summary of the Banks commitments and contingent liabilities at December 31 is as follows
Commitments to extend credit under Unused commercial and other lines of credit Unused equity lines of credit Standby letters of credit
2014 201 3
$262907 46 125 42041
$234893 52905 40284
Commitments to extend credit commercial letters of credit and standby letters of credit a l l include exposure to some credit loss in the event of nonperformance of the customer The Banks credit policies and procedures for credit commitments and financial guarantees are the same as those for extension of credit that are recorded on the consolidated balance sheet Because these instruments have fixed maturity dates and because many of them expire without being drawn upon they do not generally present any significant liquidity risk to the Bank The Bank has not incurred any significant losses on its commitments in either 2014 201 3 or 2012
The Bank is party to litigation and claims arising in the normal course of business Management after consultation with legal counsel believes that the liabilities if any arising from such litigation and claims will not be material to the Companys consolidated financial position
Note 1 7 - Derivatives
D erivative contracts entered into by the Company are limited to those that are treated as non-designated derivative instruments The Company provides customers with interest rate swap transactions and offsets the transactions with interest rate swap transactions with inter-bank dealer counterparties as a means of offering risk management solutions to customers As ofDecember 3 1 2014 there were $6006 outstanding in notional values of swaps where the Company pays a variable rate of interest and the customer pays a fixed rate of interest This position is offset with counterparty contracts where the Company pays a fixed rate of interest and receives a floating rate of interest The estimated fair value of interest rate swaps was recorded as an asset of $207 and as a liability of $214 as of December 31 2014 Swaps with customers and inter-bank dealer counterparties are carried at fair value with adjustments recorded in other income The net effect of fai r value adjustments running through the income statement was immaterial during the year ended December 31 2014 There were no interest rate swap derivatives as of December 3 1 2013
3 9
STANDARD BANCSHARES I NC AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (in thousands except share data)
Note 1 8 - Financial I nstruments Fair Value Disclosure
The fair value measurement accounting Hterature establishes a fair value hierarchy which requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value The standard describes three levels of inputs that may be used to measure fair value
1 Level 1 - Unadjusted quoted mariltet prices in active markets that are accessible at the measurement date for identical unrestricted assets
2 Level 2 - Significant other observable inputs other than Level 1 prices such as quoted market prices for similar assets and liabilities quoted prices in markets that are not active or other inputs that a re observable or can be corroborated by observable market data
3 Level 3 - Signlficant unobservable inputs that reflect a reporting entitys own assumptions about the assumptions that mariltet participants would use in pricing an asset o r liability
A financial instruments level within the fair value hierarchy is based on the lowest level of input that is significant to the fair value measurement
Fair values of assets measured on a recurring basis at December 3 1 2014 and 2013 are as follows
De ce mbe r31 2014 Financial Assets
Securities available-for-sale US government sponsored entities and agencies Mortgage-backed securities - residential Equity securities
Total securities available-for-sale
Derivatives
Financial Liabilities
Derivatives
De ce mbe r 31 2013 Financial Assets Securities available-for-sale
US government sponsored entities and agencies Mortgage-backed secu rities - residential Equity securities
Total securities available-for-sale
Fair Value
$1 46307 3668 4 41 9
$1 54 394
$ 207
$ 214
$ 1 24431 1 2203
2 954 $ 1 39 588
Fair Value Measurements Usin1 Quoted Significant P rices Other
in Active Observable Markets Inputs (Level 1 ) (Level 2)
$
392 $ 392
$ -
$ -
$
$1 46307 3668 4 027
$1 54 002
$ 207
$ 2 1 4
$ 1 24431 12203 1 984
$1 38 61 8
Significant Unobservable
Inputs (Level 3)
$
$
$
$
$
$
As of December 31 2014 and 2013 there were no transfers between levels
40
STANDARD BANCSHARES I NC AND SUBSI DIARIES
NOTES TO CONSOLI DATED FI NANCIAL STATEMENTS (in thousands except share data)
Note 1 8 - Financial I nstruments Fair Value Disclosure (Continued)
The fair values of marketable equity securities available-for-sale are generally determined by quoted market prices in active markets for each specific security (Level 1 measurement inputs) If Level 1 measurement inputs are not available for a marketable equity security the fair value is determined by the quoted market price of a similar security traded in an active market (Level 2 measurement inputs)
The fair values of debt securities available-for-sale are generally determined by matrix pricing which is a mathematical technique widely used in the industry to value debt securities without relying exclusively on quoted market prices for the specific securities b ut rather by relying on the securities relationship to other benchmark quoted securities (Level 2 measurement inputs)
Derivative s
The fair value of derivatives are based o n valuation models using observable market data a s of the measurement date (Level 2) Our derivatives are traded in an over-the-counter market where quoted market prices are not always available Therefore the fair values of derivatives are detenmined using quantitative models that utilized multiple market inputs The inputs will vary based on type of derivative but could include interest rates prices and indices to generate continuous yield or pricing curves prepayment rates and volatility factors to value the position The majority of market inputs are actively quoted and can be validated through external sources including brokers market transactions and thirdshyparty pricing services
Fair values of assets measured on a nonrecurring basis are as follows
Oe ce mbe r31 2014 Other real estate owned net Impaired loans Loans held for sale Mortgage servicing rights
De ce mbe r 31 2013 Other real estate owned net Impaired loans Loans held for sale Mortgage servicing rights
Fair Value
$ 1 6233 41 895
8274 2435
$12 930 54 1 62
5408 2726
Fair Value Measurements Using Quoted Significant Prices Other
in Active Observable Markets Inputs (Level 1 ) (Level 2)
$ $
8274
$ - $
5408
Significant Unobservable
Inputs (Level 3)
$ 1 6233 41 895
2435
$1 2930 541 62
2726
Other real estate owned are initially recorded at fair value less costs to sell when acquired and are subsequently measured at the lower of cost or fair value less estimated costs to sell Fair values are based on third party appraisals of the property or internal valuations on smaller properties using comparable market data and various external resources resulting in a level 3 classification When the carrying value exceeds the fair value less costs to sell an impairment loss is recognized
The fair value of impaired loans secured by real estate with specific allocations of the allowance for loan --------- 1osses-is-generally-based-on--recent-real-estate-appraisals-or-internal-valuations-on-smaller-prnperties--shy
using comparable market data and various external resources These appraisals may utilize a single
41
STANDARD BANCSHARES INC AND SUBSI DIARIES
NOTES TO CONSOLI DATED FI NANCIAL STATEMENTS (in thousands except share data)
Note 1 8 - Financial Instruments Fair Value Disclosure (Continued)
valuation approach or a combination of approaches including comparable sales and the income approach resulting in a level 3 classification
Loans held for sale are carried at the lower of cost or fair value which is evaluated on a pool-level basis The fair value of loans held for sale is determined using quoted prices for similar assets adjusted for specific attributes of that loan or other observable market data such as outstanding commitments from third party investors resulting in a level 2 classification
The Company records its mortgage servicing rights at fair value and includes them in other assets in the Consolidated Balance Sheets Mortgage servicing rights do not trade in an active market with readily observable prices Fair value is based on market process for comparable mortgage servicing contracts when available or alternatively is based on a valuation model that calculates the present value of estimated future net servicing income Key economic assumptions used in measuring fair value of mortgage servicing rights at December 31 2014 included prepayment speeds maturities and discount rates While market based data is used to determine the assumptions the Company incorporates its own estimates of the assumptions market participants would use in determining the fair value of mortgage servicing rights which results in a level 3 classification
De cembe r 31 2014 Assets Cash and cash equivalents Securities held-to-maturity Securities available-for-sale Loans - net Loans held for sale Federal Home Loan Bank stock at cost Accrued interest receivable Derivatives
Liabilities
Deposits Federal Home Loan Bank advances Accrued interest payable Derivatives
De ce mbe r 31 2013 Assets
Cash and cash equivalents Securities held-to-maturity Securities available-for-sale Loans - net Loans held for sale Federal Home Loan Bank stock at cost Accrued interest receivable
Liabi lities Deposits Accrued interest payable
42
Carrying Value
$ 1 99476 3888
1 54394 1 744331
8274 3247 59 1 9
207
$ 1 993572 1 5000
265 214
$ 234 1 83 1 762
1 39588 1 61 9995
5408 3 143 5 576
$1 91 9 1 05 286
Fair Value
$ 1 99476 3 564
1 54394 1 798279
8274 3247 591 9
207
$1 992796 1 4984
265 214
$ 234 1 83 1 41 5
1 39588 1 679668
5408 3 143 5576
$ 1 920335 286
STANDARD BANCSHARES I NC AND SUBSI DIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (in thousands except share data)
Note 1 8 - Financial I nstruments Fair Value Disclosure (Continued)
In estimating the fair value of certain assets and liabilities not previously presented the following assumptions were made
Cash and Cash Equivalents
The carrying amounts of cash and equivalents reported in the balance sheet approximate fair value
Securities
Estimated fair values of securities are based on one of three models 1 ) quoted market prices where available 2) quoted market prices for similar instruments if quoted market p rices are not available 3) unobservable data that represents the Banks assumptions about items that market participants would consider in determining the fair value where no market data is available
L oans
Fair values of loans excluding loans held for sale are estimated as follows For variable rate loans that re-price frequently and with no significant change in credit risk fair values are based on carrying values Fair values for other loans are estimated using discounted cash flow analyses using interest rates currently being offered for loans with similar terms to borrowers of similar credit quality to calculate the present value of future contractual principal and interest cash flows and discounting them back to the present using a discount rate Impaired loans are valued at the lower of cost or fair value as described previously The methods utilized to estimate the fair value of loans do not necessarily represent an exit price
The fair value of loans held for sale is estimated based upon binding contracts and quotes from third party investors
Federal Home Loan Bank (FHLB) Stock
The carrying amounts reported in the balance sheet approximate fair value
Accrued Interest Receivable I Payable
The carrying amounts reported in the balance sheet approximate fair value
Deposits
The fair values disclosed for demand deposits (eg interest and non-interest checking passbook savings and certain types of money market accounts) are by definition equal to the amount payable on demand at the reporting date (ie their carrying amount) The carrying amounts of variable rate fixed-term money market accounts and certificates of deposit approximate their fair values at the reporting Fair values for fixed rate certificates of deposit are estimated using a discounted cash flows calculation that applies interest rates currently being offered on certificates to a schedule of aggregated expected monthly maturities on time deposits
Federal Home Loan Bank Advances
The fair value of Federal Home Loan Bank advances is estimated using discounted cash flow analyses --------based-on-the-currentborrowing-rate-of-similartypes-of-advances
43
STANDARD BANCSHARES I NC AND SUBSIDIARI ES
NOTES TO CONSOLI DATED FINANCIAL STATEMENTS (in thousands except share data)
Note 1 8 - Financial I nstruments Fair Value Disclosure (Continued)
Off-balance sh eet in strum ents
Fair asset andor liability value of off-balance sheet financial instruments as described in Note 1 6 may be estimated by applying fees currently charged for comparable commitments Based upon the qual ity of these commitments and their demand in the financial market it has been assumed that there is no material difference in the estimated fair value
Note 1 9 - TARP Capital Purchase Program
On April 24 2009 the Company entered into a Letter Agreement with the United States Department of Treasury (the Treasury) pursuant to which the Company sold to the Treasury 6000 shares of the Companys Fixed Rate Cumulative Perpetual P referred Stock Series A for $60 million and a warrant to acquire $3 million of Fixed Rate Cumulative Perpetual P referred Stock Series B for a nominal exercise price Immediately upon consummation of the closing the Treasury exercised the warrant and acquired the Series B Preferred Stock The Preferred Stock Series A qualified as Tier 1 capital and paid cumulative dividends q uarterly at a rate of 5 per annum The P referred Stock Series B qualified as Tier 1 capital and paid cumulative dividends quarterly at a rate of 9 per annum The difference between the initial carrying value that was allocated to the Series B Preferred Stock and its redemption value of $3 million will be charged to retained earnings (with a corresponding increase in the carrying value of the Series B Preferred Stock) over the first five years of the contract as an adjustment to the dividend yield using the level yield method During 201 1 the Company elected to suspend dividend payments For the year ended December 31 2012 total dividends of $3462 had been declared but not paid On February 22 201 3 1 3548387 of common shares were issued to the US Treasury in exchange for the $60 million and $3 million of Fixed Rate Cumulative Preferred Stock Series A and Series B respectively The Treasury subsequently sold those shares to institutional investors at $465 per share In addition the Company paid $6 million of dividends to the Treasury which included 1 00 of past due dividends and dividends due through February 22 2013
Note 20 - Regulatory Matters
The Companys primary source of cash is dividends received from its subsidiary bank The subsidiary bank is subject to certain restrictions on the amount of dividends that it may declare without prior regulatory approva L In addition the dividends declared cannot be in excess of the amount which would cause the subsidiary bank to fall below the minimum required for capital adequacy purposes
Banks and bank holding companies are subject to regulatory capital requirements administered by federal banking agencies Capital adequacy guidelines and additionally for banks prompt corrective action regulations involve quantitative measures of assets liabilities and certain off-balance-sheet items calculated under reg ulatory accounting practices Capital amounts and classifications are also subject to qualitative judgments by regulators Failure to meet capital requirements can initiate regulatory action Management believes as of December 3 1 2014 the Company and Bank meet al l capital adequacy requirements to which they are subject
Prompt corrective action regulations provide five classifications well capitalized adequately capitalized undercapitalized significantly u ndercapitalized and critically undercapitaized although these terms are not used to represent overall financial condition If adequately capitalized regu latory approval is required to accept brokered deposits If undercapitalized capital distributions are limited as is asset growth and expansion and capital restoration p lans are required At year-end 201 4 and 2013 the most recent reg ulatory notifications categorized the Bank as well capitalized under the regulatory framework for prompt corrective action There are no conditions or events since that notification that management believes have changed the institutions category
44
STAN DARD BANCSHARES I NC AND SUBSI DIARI ES
NOTES TO CONSOLIDATED FI NANCIAL STATEMENTS (in thousands except share data)
Note 20 - Regulatory Matters (Continued)
The Banks actual and required capital amounts and ratios are as follows
To Be Well Capitalized U nder
For Capital Prompt Corrective Actual Adeguac[ Puqoses Action Provisions
Amount Ratio Amount Ratio Amount Ratio As of December 31 2014 Total Capital
(to risk-based assets) Company $271 785 143 $ 152226 80 NA NA Bank 269993 1 42 1 52229 80 $1 90286 1 00
Tier I Capital (to risk-based assets) Company 247887 1 30 76 1 1 3 40 NA NA Bank 246093 129 761 14 40 1 14 171 60
Tier I Capital (to average assets) Company 247887 1 08 92 1 26 240 NA NA Bank 246 093 1 07 92 1 09 240 1 1 5 1 36 2 5 0
As of December 31 2013 Total Capital
(to risk-based assets) Company $246213 1 38 $142344 280 NA NA Bank 244607 1 38 1 42 170 280 $ 1 77713 2100
Tier I Capital (to risk-based assets) Company 223444 126 71 1 72 240 NA NIA Bank 221 838 1 25 71 085 240 1 06628 2 60
Tier I Capital (to average assets) Company 223444 1 03 86430 240 NIA NA Bank 221 838 1 03 86450 240 1 08 063 2 50
45
STANDARD BANCSHARES INC AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (in thousands except share data)
Note 21 - Capital Management
The overall objectives of the Companys capital management are to have the availability of sufficient capital to support loan deposit and other asset and liability g rowth and to maintain capital to absorb unforeseen losses or write-downs that are inherent in the business risk associated within the banking industry The Company seeks to balance the need for higher capital levels to address growth and unforeseen risks and the goal to achieve an adequate return on capital invested
In July 201 3 the federal banking agencies issued a final rule revising the regulatory capital rules applicable to most national banks and federal savings associations as well as their holding companies generally beginning on January 1 201 5 The rule implements the Basel Committees December 201 O framework known as Basel I l l for strengthening the international capital standards as wel l as certain p rovisions of the Dodd-Frank Act The final ru le implements a revised definition of regu latory capita l a new common equity Tier 1 minimum capital requirement of 450 and a higher minimum Tier 1 capital requirement of 600 (which is an increase from 400) Under the final rule the total capital ratio remains at 800 and the minimum leverage ratio is 400
Additionally under the final rule in order to avoid l imitations on capital distributions including dividend payments and certain discretionary bonus payments to executive officers a banking organization must hold a 25 capital conservation buffer composed of common equity Tier 1 capital above its minimum risk-based capital requirements The b uffer is measured relative to risk-weighted assets The final rule also enhances risk sensitivity and addresses weaknesses identified by the regulators over recent years with the measure of risk-weighted assets
The new minimum capital requirements will b e effective for the Company on January 1 201 5 whereas the capital conservation buffer and the deductions from common equity Tier 1 capital phase in over time beginning on January 1 201 6
Capital Raise
On February 22 201 3 Standard Bancshares Inc completed its recapitalization by issuing 29864795 shares of common stock at $465 per share for gross proceeds of $ 1 389 million 1 3 548387 of the common shares were issued to the US Treasury (the Treasury) in exchange for the $63 million of Fixed Rate Cumulative Preferred Shares Series A and B The Treasury subsequently sold those shares to I nstitutional Investors at $465 per share An additional 16 316408 of common shares were issued to Institutional Investors and private investors Of the aggregate 29864795 common shares issued 1 9430750 are voting shares and 1 0434045 are mm-voting shares
In conjunction with the recapitalization the Articles of Incorporation of the Company were amended to authorize 20000000 shares of preferred stock at $001 par value No preferred stock has been issued as of December 31 2014
Sto ck Settled Rights (SSRs)
On February 22 201 3 in connection with the recapitalization of the Company the Board of Directors distributed as a dividend in kind 7293407 Stock Settled Rights (SSRs) to the holders of the Common Stock as of the Record Date (November 5 2012) The number of SSRs issued is equal to the product of (i) 03888 and (ii) 18757921 the number Common Shares outstanding as of the Record Date The estimated fair value of the SSRs completed by an independent third party as of September 30 2014 and February 22 201 3 was determined to be approximately $026 per SSR or $1 880 and approximately $021 per SSR or $1 532 respectively Expense recorded related to the SSRs was $1 880 in 2014 No expense was recorded in 201 3
46
STANDARD BANCSHARES INC AND SUBSI DIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (in thousands except share data)
Note 21 - Capital Management (Continued)
Stock Settled Rights (SSRs) (Continued)
The SSRs are structured as common stock dividends to be paid to certain common shareholders of the Company under specific conditions The amount of common stock to be distributed is determined by a formula that considers among other things the value of the outstanding common stock at the Settlement Date Settlement Date is defined as the earlier of (i) the date a liquidity event (an I POrecapitalization or a sale of control) occurs during the term of the SSRs and (ii) the SSR Expiration Date (February 22 201 8) The SSRs will be exercised based on the value of the common shares at that time subject to the Settlement Rate formula
The Accretion Rate is a component of the Settlement Rate It is either an middotannual rate of 80 or 120 with the value determined by the cum ulative economic losses that occur in the loan portfolio from June 30 201 1 to the time the SSRs are settled
On the Settlement Date the Company shall determine the number of shares of Common Stock issuable upon the settlement of an SSR The Settlement Rate shall be calculated based on a formula that considers among other factors the value per share of the common stock on a fully diluted basis reduced by the accretion rate with that number divided by the value per share of common stock on a fully diluted basis
If the Settlement Rate is greater than zero the Company shall issue and deliver to each of the SSR Holders a number of shares of Common Stock equal to the product of (i) the Settlement Rate multiplied by (ii) the number of SSRs held by such H older as reflected in the SSR register as of the close of business on the last Business Day prior to such Settlement Date
In connection with the occurrence of a Liquidity Event on or prior to the Expiration Date the Board of Directors may at its option and in its sole discretion order the redemption and the Company may redeem the SSRs in whole or in part at the redemption price per SSR based on a formula that considers the price per share of Common Stock at which the Company is valued on a fully diluted basis in connection with such Liquidity Event as determined in good faith by the Independent Committee plus a l l cash dividends paid oil the common stock from the date of issuance of the SSRs less $465 accreting on a daily basis at the Accretion Rate
The Company hired an independent third party firm to value the SSRs The following variables were taken into consideration when deriving a value for the SS Rs
1 ) The probability of a liquidity event (sale of control or PO) during the term of the SS Rs 2) The Accretion Rate assigned to the Settlement Rate of the SSRs 3) The estimated value of the Companys common stock at the earlier of a) a liquidity event or b)
the SSR Expiration Date (February 22 201 8) 4) The type of liquidity event that might occur 5) Future value parameters including a) tangible common book value b) earnings and c) market
conditions
The valuation of the common shares at the Settlement Date will depend on the Companys financial condition and the market pricing of financial institution stock both on a stand-alone basis and on a sale of control basis at that time
47
STANDARD BANCSHARES I NC AND SUBSIDIARI ES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (in thousands except share data)
Note 22 - Condensed Financial Statements
The Company was incorporated in I l linois on February 23 1 982 The Company accounts for its investment in subsidiaries under the equity method Under this method the investment is recorded at cost adjusted for the subsidiaries undistributed net income (loss) Presented below are the condensed financial statements of Standard Bancshares I nc (Parent Company Only)
Assets Cash Investment in subsidiaries Other assets
Total assets
CONDENSED BALANCE SH EETS DECEMBER 31 2014 AND 2013
Liabilities and shareholders equity Other liabilities Total stockholders equity
Total liabilities amp stockholders equity
2014 $ 4 163
264242 328
$268733
$ 2685 266048
$268733
CON DENSED STATEMENTS O F I N COME YEARS ENDED D ECEMBER 31 201 4 201 3 AND 201 2
2014 I ncome
Other income $
Expenses 2909 Loss before income taxes and equity in undistributed
earnings of subsidiaries (2909) Income tax benefit 88
Loss before equity in undistributed earnings of subsidiaries (2821)
Equity in undistributed earnings (loss) of subsidiaries 1 7 1 1 5
Net income (loss) 1 4294 Preferred dividends and discount accretion on preferred shares
Net income (loss) applicable to common shareholders $1 4294
48
201 3 $ 2 1 95
248 090 1 944
$252229
$ 322 251 907
$252229
201 3 201 2
$ $ 1
1 747 8539
(1 747) (8538) 291 1 0 1 7
(1 456) (7521) 9 629 (23241) 8 173 (30762) 1 1 24 4090
$ 7049 $(34852)
STAN DARD BANCSHARES INC AND SUBSIDIARIES
NOTES TO CONSOLIDATED FI NANCIAL STATEMENTS (in thousands except share data)
Note 22 - Condensed Financial Statements (Continued)
CONDENSE D STATEMENTS OF CASH FLOWS YEARS ENDED DECEMBER 31 2014 201 3 AND 201 2
Cash flows from operating activities Net income (loss)
Adjustments Equity in undistributed net (income) loss of subsidiaries Amortization Stock based compensation expense ( Increase) decrease in other assets Increase (decrease) in other liabilities
Net cash provided by (used in) operating activities Cash flows from financing activities
Issuance of common stock net of issuance costs Capital contribution to Standard Bank Repayment of note payable Cash Dividends
N et cash provided by financing activities
Net increase (decrease) in cash
Cash - beginning of year
Cash - end of year middot
Supplemental schedule of non-cash financing activities Change in par value on common stock Exchange of preferred stock to common stock
49
2014
$ 1 4294
( 17 1 1 5) 28
782 1 616 2363 1 968
1 968
2 1 95
$ 4 163
$ $
201 3
$ 8 1 73
(9629) 29
441 1 872
(4273) (3387)
68598 (41 500) ( 16 1 00)
(6026) 4972
1 585
6 1 0
$ 2 1 95
$ 4277 $63000
201 2
$(30762)
23241 6 1 67
( 1908) 2 043
( 1 2 1 9)
( 1 2 1 9)
1 829
$ 6 1 0
$ $
FORM FR Y-6
STANDARD BANCSHARES INC
Hickory Hills Illinois Year Ending Dccember31 2014
REPORT ITEM
1 The BHC Is not registered with the SEC Coples of the Annual Report Nil be sent undersepirate cover when completed
2a Organization Chart fo Standard BallCShares Inc
I THE BOULEVARD INC
SL John Indiana 100
JnCQrporated in Indiana
2b Branch Verification
STANDARD BANCSHARES INC Hickory Hills Illinois Jncorporateltl In Illinois
STANDARD BANKAND TRUST COMPANY Hickory Hills llllnois
Incorporated In lllnols 100
I STANDARD REDEVELOPMENT INC
Hickory Hills Illinois 100
Incorporated in Illinois
(Not subject to Y-10 reporting ) Code 91 CE - Liquidation Of debts previously contracted
The branch and lax-kl flStings were emailed to branch revieW on 223115
3 (1) As ofyear-end
Name and Address
Trident SBI Holdings lP Greeffilidl CT
Robert E Gallagher Sr Trust John D Gallagher Trustee Palos Heights IL
The Gallagher Standard Bancshares TR Timolhy J GaJagheuror Trustee Hickory Hitls IL
Pantheon Standard LP San Francisco CA
CohesVe Capital Parners LP New York NY W Capital Partners II LP NewYork NY
Couritrlt of Citizenship or lncorooratlon Number and Percentage Of Voting Serurtties
USA 5662194- 1483
USA 5516086 - 1444
USA 4382666 - 1 t47
USA 3762128-985
USA 2 150537 - S63
USA 2 150537 - 563
Note llle shares in the Robert E Gallagher Sr Tr are voted on by John D Gallagher Director of Standard Bank Tue shares Jn the Gallager Standard Bancshares Tr are voted on by Timolhy J Gallagher Director of Standard Bank
3 (2) OtherSharehofors oat listed in Section 3 (1) above that held more than 5 during the year
None
Resuhs A Ilse of branches forvour holdln1 company STANDARD 8ANCSHARES INC (1245590) or HICKORY HILLS IL
The d1ta are n of 12312014 Data re II Kb information tlat wu received aod processed throuah 01072015
Rconcill1Uon and Vc1Uon St I DI 1 In the DIH Action column of each br111Ch row enter one or mort of the actioru specified below
2 If required enter the date In the Ettcttve Olte column
-OK tf the bnch Information s correct enter OK in the Oita AdJon column
Chi nee If the bndl Information Is Incorrect Of Incomplete revt the data enter Chance In the Dita Action column ind the d11te when this infOfmation first became v1lid In the Effective Ote column
am If a bnch listed was sold or clowd enterOose In tht Dita Action column and the s1e or dosured11te In the EtfectW Olte colurm
Olete If a bru1eh listed wu never owntd by this depository Institution enter Delete In the Oeta Acckgtn column
Add If a rt portable brtinch Is mlsslna lnStrt a row add the branch data ald entu Add In the Olt1 Action column and the opening or acquisition date In the Effecttve Date column
If prntln1 this list you m1y need to adjust your page Utup In MS E11ce1 Try using landscape orientation page sollria andor legal sized paper
Submlnion PfOOtdurbull When you ire finished send a saved copy to vour FRB contact Su the detailed lnlttldlons on this si for more informatlon
II voY are mailinamp this to your FRB conttct put your lnstitutlon name dty and state In the subjact llrie of the e-nWI
Note To satisfy the FR Y-10 reportln1 requirements YoU must tiho submit FR Y-10 Domestic Branth Schedules for each branch with a Data Actlon of Olan1e Close Delete or Add
Thbull FR Y-10 report may be submitted 1n a hardcopy format or 11ia the FR Ymiddot10 OnH11e application middot httpsylOonllnefederalrerve1ov
bull FDtC UNINUM Office Number and ID_RSSO co1unvu ara for reference only Verification of these values is not required
- - 8nch Suvlce Type Branch 10 RSSO ia- terNeme Street Address City
ok FuUServltefHud Officel 19730 STAN OARD BANK ANO TRUST COMPANY 7800 WEST 9STH STREET HICKORY HILLS
ok Full Service 3202168 BOLINGBROOK BRANCH 282 NORTH WEBER ROAD BOLINGBROOK
ok Limited Strvce 4126065 CALUMET CITY 1968 SIBLEY BOULEVARD CALUMET CITY
FullSetvke 3309928 CLARK STREET 8RANOi 3747 NORnt CLARK STREET atlCAGO
ok FullServiett 474339 EWING BRANOf 10635 SOUTH EWING AVENUE CHICAGO
ok Full Servtce 2079925 HEGWISCH BRANCH 13336 SOUTH BALTIMORE AVENUE CHICAGO
ok limited Se-rvke 20817)5 SOUnt DERRING FACILITY 10535 SOVTH TORRENCE AVENUE CHICAGO
Full Service 4099271 THOREK BRANOi 836 WEST IRVING PARK ROAD OUCAGO
ok Full Service 2121280 COAL CITY BRANot 20 SOUTH KANKAKEE COAlCITY
full Service 2809038 EVERGREEN PARK BRANCH 2400 WEST 95TH STREET EVUtGREEN PARK
ok Full Service 3188909 FRANKFORT BRANCH 19997 LA GRANGE ROAD FRANKFORT
Full5etvice 810436 CiARONERBRANCJ1 118 DEPOT STREET GARDNER
ok FultSrvlct 3188897 JOLIET ampRANCJ1 2398 ESSINGTON ROAO JOLIET
Full Service 3439553 LOClCPORT BRANCH 16545 WEST 159TH STREET LOCKPORT
ok Full Service 290931 LYONSlST AVENUE BRANCH 8601 OGDEN AVENUE LYONS
ok Full Service 3671504 MINOOKA BRANCH 515 WESTUS ROUTE 6 MINOOKA
ok LlmltcServfce 2111338 MOAAIS LISBON BRANCH 1433 USBON STREET MORRIS
ok Full Servkt 2809010 MORRIS ROUTE 6 BRANCH 1111 WEST US ROUTpound 6 MORRIS
Ful1 Servlct 2809047 NAPERVILLE BRANCH 1607 NORTH AURORA ROAD NAPERVILLE
ok full 5ervfce 2809056 NEW LENOX BRANCH 456 NELSON ROAD NEW LENOX
Full sMce 2103129 OAK FOREST BRANOf 15901 SOUTH CENTRAL AVENUE OAX FOREST
ok Full SeMct 3490255 OAK LAWN lllTH BRANOf 4700 WEST 111TH STREET OAK LAWN
ok Full Sfrvlce 2096717 OAK LAWN 95TH BRANCH 4001 WEST 95TH STREET OAK LAWN
ok Full Service 2295538 ORLAND PARK BRANCH lSCXJO SOUTH WOLF ROAD ORLAND PARt
State VpCode
IL 60457
IL 60440
IL 60409
IL E06H
IL 00617
IL 0063
IL 00617
IL 60613
IL 60416
IL 60805
IL 6042
IL 60424
IL 60435
IL 60441
IL 60534
I L 60447
IL 60450
IL 60450
IL 60563
IL 60451
IL 60452
IL 60453
IL 60453
IL 60467
County CawN FDICUNINUM Offb Numberbull Haad otfice Head Office 10 RSSD Comments
COOK UNITEO STATES 10748 0 STANOARO BANK ANO TRUST COMPANY 19730
Will UN ITED STATES 419532 34 STANDARD BANK ANO TRUST COMPANY 19730
COOK UNITED STATES 510611 44 STANDARD BANK AND TRUST COMPANY 19730
COOK UNITpound0 STATES 429662 35 STANDARD BANK ANO TRUST COMPANY 19730
COOK UNITED STATES 12089 18 STANDARD BANK AND TRUST COMPANY 73ltgt
COOK UNITED STATES 244100 20 STANDARD BANK ANO TRUST COMPANY 19730
COOK UNITED STATES 244099 19 STANDARD BANK ANO TRUST COMPANY 19730
COOK UNITED STATpoundS 510612 4S STANDARD BANKANDTRUSTCOMPANV 1973ltgt
GRUNDY UNITED STATES 263852 17 STANDARD SANK AND TRUST COMPANY 730
COOK UNITED STATES 13875 4 STAN OARD BANK AND TRUST COMPANY 19730
Will UNITED STATES 357237 15 STAN OARD BANK AND TRUST COMPANY 19730
GRUNDY UNITED STATES 7234 1 STAN DARO BANK ANO TRUST COMPANY 19730
Will UNITED STATES 238ASA 13 STANDARD BANK ANO TRUST COMPANY 19730
Will UNlTEO STATES 450324 38 STAN OARD BANK AND TRUST COMPANY 19730
COOK UNITED STATES 10912 22 STANDARD BANK ANO TRUST COMPANY 19730
GRUNDY UNITED STATES 465426 42 STANDARD BANK AND TRUST COMPANY 1973ltgt
GRUNDY UNITED STATES 266774 16 STANDARD BANK ANO TRUST COMPANY 1730
GRUNDY UNITED STATES 2243S6 10 STANDARD BANK AND TRUST COMPANY 19730
OU PAGE UNITED STATES 238451 6 STANDARD BANK ANO TRUST COMPANY 19730
Will UNITED STATpoundS 238452 11 STAN OARD BANK ANO TRUST COMPANY 19730
COOK UNTED STATES 244101 21 STANDARD BANK AND TRUST COMPANY 19730
COOK UNITED STATES 441863 36 STANDARD BANK AND TRUST COMPANY 19730
COOK UNITED STATES 238447 1 STANDARD BANK AND TRUST COMPANY 19730
COOK UNITED STATES 238450 5 STANDARD BANt AND TRUST COMPANY 19730
ok Fullrvke 2100379 PALOS 11HH BfANOl 11901 SOUTHWEST HIGHWAY PALOSPARIC ll 00464 COOK UNITED STATES 238448 2 STAN DARO BANK AND TRUST COMPANY 19730
ok rulSltVice 2427544 PALOS lllST BRANCH 9700WEST lllST STREET PALOS PARK ll 00464 COOK UNlTEOSTATES 238449 3 STAN DARO BANK AND TRUST COMPANY 19730
ot llmtedSrvke 3490273 NORTH RIVERSIDE BRANCH BJSOWEST CERMAK ROAD RlvtRSlDE ll COOK UNITED STATES 441864 37 STANDARD BANK AND TRUST COMPANY 19730
ot FuLServke 3202171 SHOREWOOD BRANOl 970 BROOK FOREST AVENUE SHOREWOOD It - t UNITED STATES 419531 33 STANDARD BANICANDTRUSTCOMPANY 19730
ok FulSrvlee 3188918 VILLA PARK BfWIOi 1 WESrRoostVrlTROAD VlltAPARIC It 50181 OUPAGE UNITED STATES 238455 14 STANDARDBANKANDTRUSTCOMPANY 19730
ok FulSrvke WllMINGTON BRANCH lOOSSOUTH WATER STREET WILMINGTON It 004 lt UNITED STATES 238453 12 STANDARD BANK AND TRUST COMPANY 19730
ok Fulfrvk 3197031 CHESTERTON BRANCH middot 755 JNDIAN BOUNDARY ROAD OIESTERTON IN PORTER UNITEDSTAlES 275664 32 STANDARD BANK AND TRUST COMPANY 19730
ok ruUrvic 2161D17 EASTCHCAGO BRANCH 4518 lNOANAPOUS BOULEVARD EAST CHICAGO IN 46312 lAKE UNITEDSTAlES 29 STANDARDSANKANDTRUSTCOMPANY 19730
ok Fulrvk 4913n HAMMOND BRANCH 1007 CALUMET AVENUE HAMMOND IN 46324 AKE UNITEDSTAlES 42227 30 STANDARD BANK AND TRUST COMPANY 19730
Fulrvlc 2161D3S HIGHtAND BRANCH 2930 RIDGE ROAD HIGHLAND IN 46322 UNITEOSTAlES 275659 27 STANDARD BANK AND lRUST COMP AN I 19730
ot Futtsrvke 2161044 LOWHl BRANCH 2090 EAST COMMERICALAVENUE LOWELL IN 463Sfgt21r AKE ONITEDSTAlES 275661 28 STANDARD BANK ANDTRUSTCOMPANI 19730
ok Full Srvlce 3439562 MERRlllVlllE BRANCH 579WESTUNCOlN HIGHWAY MERRlllVlllE IN 46410 AKE ONlEO STATES 450325 39 STANDARD BANK AND TRUST COMPANI 19730
ok Full Srvice 453712 SAINT JOHN BRANCH 9321 WICKER AVENUE SAINT JOHN IN 46373middot00 AKE ONtlEDSTATES 42414 26 STANDARD BANK AND rnusr COMPANY 19730
middot
Report ttem 4 Directors and Office (1) Name amp Address
J-Ohn R Barber New York NY
Christopher Doody Ne-vYork NY
1pound1 Pnncipal Occupation [rtmiddotrmiddotwittl BHC
Mariaging Partner eohesiVe ea pita I
Princlpal Storm Point Capital
(3) (bull) TrtiePosition with BHC Diredor
Director
FORM FR Y-9
STANDARD BANCSHARES INC Fiscal YearEnding Decttmber3112014
(3) lb) ltlePosition wffi1 Subsidiaries
NIA
NIA
(3) (c TrtlePosltlon wttn otherbuslne$es
Managtng Partner Cohesive Capital
Principal Stone Point Ciipitit
bull Stone Point ls the manager of the TriOOnt funds which are investment entities that own 25 or morn of the outstanding voting seairities orinlerests in various companles Mr Doody ls an ernployee and officer of Stone Point and is oo deemed to contror S1oria Point or the Trldent Funds He is not a principal securities holder of Stone Point or the Trident Funds The invstmenl committees of the Trident Funds are responsible for voting the shares or such companies and Mr Doody is not a member of the investment committees of the Trident Fonds A sctiedule of such companies in which U1e Trident funds hnve invested is available upon request
John o Gallagher Ortand Park IL
Managing Genera[ Partner OfdlarU Hill Bldg Co
Director Dior-standarU Bank
Managin9 GenerBi Partner Orchard HlllmiddotB1dg Co President Ordiard Hm Building Co Inc
Managing Member Qnhard Hill Construction LLC
Managing Membelt Austin Construction Co bull LLC
Presdenl Bougton Development Co
President ennStructildeg Co lnc
Prestdenl middot Farmingdare Development eomiddot
middotana9in middotRa -middot middot fariTijngdre _Mittwo middot
Pldciit_ _ Fam1r9dale Utilify Co_
Managing Partner Frtz91erald Lad lnvestment Ptshp
(4) a) 1w of Voting Shares in BHC
563
middot1483
14450
(4)(o) (4) (b) Names of othfr companitts 4 of Voting (if 25 ormorl voting Shares in Subs securities a held
NIA
NIA
NIA
NIA
NIA
NIA
NIA
NIA
NIA
NIA
Dryden Cons1rudioo Co Inc 100
NIA
NIA
NIA
Frtzgerald Land Investment Plshp 25
(1) Name amp Mdlt=
John D Gallagher CJriand Pru IL
(2) Principal rbull _ BHC1
(3) (b) TdfePosition wiU1 SubsXfiarics
(J)(c TrtiePttSition wTUi other buslncssts
Trustee-Vote 100 Galla171ormiddot Henr)Tnisl
- Gallagher amp Henry Inc
Prumlaquo GaDaQhef Parloecs LP GB4 Jnc
Managing Partner Gl6mwod DevelopmElnt Co
Managmjl farlnelt Heruy Co Managmo Hermann Umd Investment Ptshp
Managing- Kolarlrugtd I lgthp Preltldeot Kokast -kimes Inc
PreSdenl Coo$trixtioo middotmiddot nc
- -MiAdams 400 Investment Ptshp
Msoagir(Q Partner Meifefl1 id lnpoundiiini _Pthp Managing Partner sr middotGod 1nVeslmoo Pbhp Managiog Partnef
-LampftPtshp TruSt6e
ThOGalfaghmiddotorSliujiini middot Trust
(4) (bull) of Voting Shares in BHC
(4) (b) of Voting Shares In SUbs
Names of other companies frf 25 degmom voting securiDes arn heJd NIA
NIA
NIA
NIA
NIA
NIA
NIA
Hennarm Lnnd Investment Ptshp 25
K6irland lovStrnerrlPiStip 25 NIA
NIA
NIA
Laod lNeStrnloi PlShp 25
df1li3 lfjJrlvtrpnt PWiP 25
Land l hp 25
e(Lao1fl PtShp 25_-xmiddotmiddot middot
standard tWesTrust 25 middot
(1) Name amp Address
Tnnothy J GsJlaghet Burr Ridge IL
(2) Principal Occupation [d other than with BHC)
(J) (a) TrltePosifion wtth BHC
(3)(b) TdiePosffion wittl Subskfcuies
OlaHrnan of the Board
(J) (c) TitlePosition with other businees
PreOOeot Brittany Glen Homeownoc l=gtc Suffield Woods Homeowner Assoc FanntngdaJe Viage Com Assoc fumlogdale Vdlage Com Assoc 2 Misty Meadoyenr Homeowner Assoc 1ltings1on Hills liomeOMler Assoc Gallagheramp Henrys Condos Goodiogs Grove Assoc Ganaghcr amp Heruys Goocfings Grove Umbretia Assoc Farmingdale Vil Cooos of Woodridge Homeowner Assoc Radc5ffe rtMe TOvlfflhomes Assoc
BNC OWnefs Assodatioo
Boughton Woodward Commenial Center LLC su-lgle MembeltUC- GB4 i5 member
Union Poirrte Investors Uc Sing1e MemberlLC- Union PcWe Oevclopmeot Co b member
Uoion POOte Buadlog Venture 1lLC Union 00rt lnvestorn LlC ts member Union Pofrrte Buikfing Venlilre 112 LLC Unton Point nveslor lLC is member
Union Pointe Boikfing Venture 3 LLC Union Poinl lnveslors UC is member
standgtnJ Bank -ALm1 Construction Co LlC
Pminlaquo Frtzyerald Lnnd Investment Pbttp
(lt)(bull) ofVotlng Shares in BHC
11520
(4) (b) ofVotiog Shares in Subs
NIA
Names of other companies (If 25 or l1XgtflJ voting securities aro held
NIA NIA NIA NIA NIA NIA NIA WA NIA NIA NIA
WA
NIA
WA
WA
NIA
NIA
WA
NIA
NIA
NIA
WA
WA
(1) =
Timothy J GJJbghctshyBorr Ridge IL
(2) Principal (if oUJef than wtth BHC)
3 (a) TitlePosition wilh BHC (3) 1c) Trtielosilion with other businesses ampcretuy amp Henry Inc
_ GieoMXgtd Developmeot Co
Partner Hermann Land Investment Pt5hp KOOr land Investment Ptstip
Secret3y Kolcast Homes loo
__ Koamp Construction Co Inc
Secrebgty Ordnrd Hin Buikfing Co Inc
Pa1nelt srrvb land 1ovestrnent Pshp -Smotelt Land Investment Ptshp Trustee- Vote 100 The Gollagher stmdafd
Trust
-- uruoo Pointe Development Co
lt4)(a) ofVotiog Shares in BHC
(4) (b) of Voting Shares In Sobs
tfamos of othcreomnk (lf25 ormoro vo6ng sccuritios arc held
NIA
NIA
NIA
Hennano Land Investment Ptshp 25
Kolar land Investment Pshp 25
NIA
NIA
NIA
Maas Land Investment Ptshp 25
McAdams Iand lnv=tmeni Plshp 25
Medema land lnvestme111 Ptshp 25
NIA
NIA
NIA
Slivka land Investment Plshp 25
SmoterUmd I Ptshp 25
Unkio Pointe Devdopmcot Co 25
(11 (21 Pl (a) 3 (b) 3) c) 4 (a) (4)b) Names of othelt com pan Name amp Adqross princi Occupation TJdcPositiorl TJHePositiorl TrticPosIDon of Voting of Voting [If 25 or mon voting
(if other than with Bl tc) wtth SHC with Subsidiaries with other businesses Shares In BHC Shares in Subs securities are heJd
Timothy J GaUagilet Slaquoretmy GB4 Inc SurRXgeIL GB4 lnc 251
Uoioo Polnte Bonding Venture 3 UC NIA Uoiont PoCnt lnves1ocs LLC is member
Lawraooe P Kelley NIA DirododVJCO Chaifman Oamp-edooVlce Chairman NIA 023lt))1 NIA NIA Pltullt IL PreraquoleoUCEO -0-0
standam Bank
Atampief Ko-arldt NIA DirodOlt Dirodoc NIA 0140 NIA NIA 1-fmsdak ll -
Howrd K Priess JI - deg Dirodoc Solo Pradiltgtoelt 0140 NIA NIA NapeMe IL Standard Bank
Owner White Oak Construction LlC Wh4te Oak Construction LLC 100
Robert A RoslKWt NIA Lead ndepcodeot Director oltedoc NIA D140( NIA NIA QOCago u standanl Bank
Charles E Shomo rv NIA deg Ciredor NIA 013lfI( NIA NIA Bur Ridgo IL standam Bank
Patrick J Hunt NIA _ Executive VPCFO NIA 008 NIA NIA Palos Heights IL EVPCfO standanl Bank
deg Scoltzu NIA Asst VPJAssl Asst VPAsst Secy NIA 00CXgt1 NIA NIA
Everyreen Park IL Sea-- SiandagtO Bank
STANDARD BANCSHARES INC AND SUBSIDIARI ES
NOTES TO CONSOLIDATED FI NANCIAL STATEMENTS (in thousands except share data)
Note 1 3 - Employee Benefit Plans (Continued)
Risk free rate of return
2014 20 1 3
275 1 97 Time remaining until expiration of the options Volatility rate
1 O years 1 0 years 1 392 1 587
Dividend yield 000 000
A summary of the activity in the non-qualified stock option plan for 2014 follows Weighted Average
Weighted Remaining Average Contractual
Number of Exercise Term Time Vested Stock Options Shares Price (in years)
2014 Outstanding at beginning of year 1 46651 5 $ 465 915
Granted 1 1 701 95 515 916 Exercised
Expired
Forfeited (23545) 494 870
Outstanding at end of year 2613 165 $ 487 860
Exercisable at end of year 366629 $ 465 815
2013 Outstanding at beginning of year $ Granted 1 466515 465 9 15 Exercised
Expired
Forfeited
Outstanding at end of year 1 465515 $ 465 9 15
Exercisable a t end o f year $
Aggregate Intrinsic Value
$ 1 1 1 8
$ 238
$ 733
$
The weighted average fair value of time vested options granted during 201 4 and 201 3 was $1 21 and $1 3 2 per option respectively
35
STANDARD BANCSHARES INC AND SUBSIDIARI ES
NOTES TO CONSOLIDATED FI NANCIAL STATEMENTS (in thousands except share data)
Note 1 3 - Employee Benefit Plans (Continued)
Performance Vested Stock Options 2014 Outstanding at beginning of year
Granted
Exercised
Expired
Forfeited
Outstanding at end of year
Exercisable at end of year
2013 Outstanding at beginning of year
Granted
Exercised
Expired
Forfeited
Outstanding at end of year
Exercisable at end of year
1 466515
1 170195
(26909)
2609801
1 465515
1 465515
$ 465
515
490
$ 487
$
$ 465
$ 465
$
91 5
91 6
864
860
g_1 5
91 5
$ 1 1 1 8
$
$ 733
$
The weighted average fair value of performance vested options granted during 201 4 and 201 3 was $040 for each year
Time Ve ste d O ption s
The Company recognized $782 and $44 I of stock-based compensation expense related to the granting of time vested stock options for the years ended December 20 14 and 2013 respectively There were no time vested options granted in 2012
As of December 3 1 201 4 there was $2 1 30 of total unrecognized compensation cost related to nonshyvestediime vested options granted underthe Plan The unrecognized cost is expected to be recognized over a weighted-average period of 26 years
Performan ce Veste d O ption s
The value of the performance vested options is a function of 1 ) the likelihood of a n Exit Event and 2) the likelihood of that Exit Event achieving the 1 2 IRR threshold These weighted average probabilities are then m ultiplied by the full value of a time vested option to derive the value of the performance options
The valuation methodology for the performance vested options involved ihree separate analysis
I Sale of control analysis 2 Initial public offering analysis 3 Remain private analysis
There was no expense recorded in 201 4 and 201 3 related to the performance vested options
There were no performance vested options granted in 201 2
36
STANDARD BANCSHARES INC AND SUBSIDIARI ES
N OTES TO CONSOLI DATED FI NANCIAL STATEMENTS (in thousands except share data)
Note 1 3 - Employee Benefit Plans (Continued)
As of December 3 1 2014 there was $1 059 of total unrecognized compensation cost related to nonshyvested performance vested options granted under the Plan The cost is expected to be recognized when it is determined that it is probable that a qualifying Exit Event will occur
Note 1 4 - Commitments
Operating Leases
The Bank leases property at various branch locations unde r terms that are considered to be an operating lease The leases expire in various years through 2020 Office rent expense was $728 $875 and $919 for 2014 2013 and 2012 respectively
Other Co mmitments
The Bank has a contract with a computer seNice company that expires in 201 6 Data processing expense was $2729 $2746 and $2424 for 201 4 201 3 and 2012 respectively
Annual future minimum payments for these agreements are as follows
Note 1 5 - Income Taxes
Year ending December 31 201 5 201 6 2017 20 1 8 201 9 2020 and thereafter
$3037 2884
394 203 1 26
1 6 $6 660
The components of the provision (benefit) for income taxes are as follows
Current Deferred Total Tax Expense (Benefit)
2014 $ 3494
7 1 62 $ 1 0656
201 3 $ 2373
3425 $ 5798
2012 $ 1 306
(6928) $ (5622)
The effective tax rate differs from the federal statutory rate primarily due to the following
Tax at statutory federal income tax rate Tax exempt interest income State income taxes net of federal benefit BOLi income Meals and entertainment Non-deductible expenses Goodwill impairment
201 4
$8483 (133) 1 5 1 6 (486)
77 76
Stock settled rights expense 639
201 3 $ 4750
(82) 766
(486) 84
1 02
2012 $(1 2371 )
(1 08) (866) (500)
79 80
8 1 55
O th enet--=====48=====664=--====(-l --
$1 0656 $ 5798 $ (5622)
37
STANDARD BANCSHARES INC AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (in thousands except share data)
Note 1 5 - Income Taxes (Continued)
The net deferred tax asset included at December 31 2014 and 2013 consists of the following
2014 201 3 Gross deferred tax assets
Allowance for loan losses $19212 $23305 Other real estate owned 2866 49 1 6 Non-accrual loan interest 4064 3 991 State net operating loss 1 835 2358 Accrued compensation 1 938 1 471 Depreciation 1 387 1 412 FNMA amp FHLMC preferred stock 1 270 1 270 Other assets 271 434
Total gross deferred tax assets $32843 $39 157
Gross deferred tax liabilities Purchase accounting adjustments $ 1 069 $ 1 282 Mortgage servicing rights 946 1 060 Unrealized gainloss on AFS securities 1 1 9 692 Other liabilities 1 306 1 31
Total gross deferred tax liabilities $ 3440 $ 3 165
Net deferred tax asset $29403 $35992
At December 31 2014 the Company has $33929 of Illinois net operating loss carryforwards expiring in 2025 and $2330 Indiana net operating Joss expiring in 2025 and 2026 which will be available to reduce future taxable income
The Company does not expect the total amount of unrecognized tax benefrts to significantly change in the next twelve months The Company recognized no interest andor penalties related to tax matters in tax expense
The Company and its subsidiaries are subject to US federal income tax as well as income tax of the state of Illinois and Indiana The Company is no longer subject to examination by taxing authorities for years before 201 0
3 8
STAN DARD BANCSHARES INC AND SUBSIDIARIES
NOTES TO CONSOLI DATED FI NANCIAL STATEMENTS (in thousands except share data)
Note 1 6 - Contingent Liabilities and Commitments
The Company does not reflect in its financial statements various commitments and contingent liabilities which arise in the normal course of business and which involve elements of credit risk interest rate risk and liquidity risk These commitments and contingent liabilities are commitments to extend credit commercial letters of credit and standby letters of credit A summary of the Banks commitments and contingent liabilities at December 31 is as follows
Commitments to extend credit under Unused commercial and other lines of credit Unused equity lines of credit Standby letters of credit
2014 201 3
$262907 46 125 42041
$234893 52905 40284
Commitments to extend credit commercial letters of credit and standby letters of credit a l l include exposure to some credit loss in the event of nonperformance of the customer The Banks credit policies and procedures for credit commitments and financial guarantees are the same as those for extension of credit that are recorded on the consolidated balance sheet Because these instruments have fixed maturity dates and because many of them expire without being drawn upon they do not generally present any significant liquidity risk to the Bank The Bank has not incurred any significant losses on its commitments in either 2014 201 3 or 2012
The Bank is party to litigation and claims arising in the normal course of business Management after consultation with legal counsel believes that the liabilities if any arising from such litigation and claims will not be material to the Companys consolidated financial position
Note 1 7 - Derivatives
D erivative contracts entered into by the Company are limited to those that are treated as non-designated derivative instruments The Company provides customers with interest rate swap transactions and offsets the transactions with interest rate swap transactions with inter-bank dealer counterparties as a means of offering risk management solutions to customers As ofDecember 3 1 2014 there were $6006 outstanding in notional values of swaps where the Company pays a variable rate of interest and the customer pays a fixed rate of interest This position is offset with counterparty contracts where the Company pays a fixed rate of interest and receives a floating rate of interest The estimated fair value of interest rate swaps was recorded as an asset of $207 and as a liability of $214 as of December 31 2014 Swaps with customers and inter-bank dealer counterparties are carried at fair value with adjustments recorded in other income The net effect of fai r value adjustments running through the income statement was immaterial during the year ended December 31 2014 There were no interest rate swap derivatives as of December 3 1 2013
3 9
STANDARD BANCSHARES I NC AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (in thousands except share data)
Note 1 8 - Financial I nstruments Fair Value Disclosure
The fair value measurement accounting Hterature establishes a fair value hierarchy which requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value The standard describes three levels of inputs that may be used to measure fair value
1 Level 1 - Unadjusted quoted mariltet prices in active markets that are accessible at the measurement date for identical unrestricted assets
2 Level 2 - Significant other observable inputs other than Level 1 prices such as quoted market prices for similar assets and liabilities quoted prices in markets that are not active or other inputs that a re observable or can be corroborated by observable market data
3 Level 3 - Signlficant unobservable inputs that reflect a reporting entitys own assumptions about the assumptions that mariltet participants would use in pricing an asset o r liability
A financial instruments level within the fair value hierarchy is based on the lowest level of input that is significant to the fair value measurement
Fair values of assets measured on a recurring basis at December 3 1 2014 and 2013 are as follows
De ce mbe r31 2014 Financial Assets
Securities available-for-sale US government sponsored entities and agencies Mortgage-backed securities - residential Equity securities
Total securities available-for-sale
Derivatives
Financial Liabilities
Derivatives
De ce mbe r 31 2013 Financial Assets Securities available-for-sale
US government sponsored entities and agencies Mortgage-backed secu rities - residential Equity securities
Total securities available-for-sale
Fair Value
$1 46307 3668 4 41 9
$1 54 394
$ 207
$ 214
$ 1 24431 1 2203
2 954 $ 1 39 588
Fair Value Measurements Usin1 Quoted Significant P rices Other
in Active Observable Markets Inputs (Level 1 ) (Level 2)
$
392 $ 392
$ -
$ -
$
$1 46307 3668 4 027
$1 54 002
$ 207
$ 2 1 4
$ 1 24431 12203 1 984
$1 38 61 8
Significant Unobservable
Inputs (Level 3)
$
$
$
$
$
$
As of December 31 2014 and 2013 there were no transfers between levels
40
STANDARD BANCSHARES I NC AND SUBSI DIARIES
NOTES TO CONSOLI DATED FI NANCIAL STATEMENTS (in thousands except share data)
Note 1 8 - Financial I nstruments Fair Value Disclosure (Continued)
The fair values of marketable equity securities available-for-sale are generally determined by quoted market prices in active markets for each specific security (Level 1 measurement inputs) If Level 1 measurement inputs are not available for a marketable equity security the fair value is determined by the quoted market price of a similar security traded in an active market (Level 2 measurement inputs)
The fair values of debt securities available-for-sale are generally determined by matrix pricing which is a mathematical technique widely used in the industry to value debt securities without relying exclusively on quoted market prices for the specific securities b ut rather by relying on the securities relationship to other benchmark quoted securities (Level 2 measurement inputs)
Derivative s
The fair value of derivatives are based o n valuation models using observable market data a s of the measurement date (Level 2) Our derivatives are traded in an over-the-counter market where quoted market prices are not always available Therefore the fair values of derivatives are detenmined using quantitative models that utilized multiple market inputs The inputs will vary based on type of derivative but could include interest rates prices and indices to generate continuous yield or pricing curves prepayment rates and volatility factors to value the position The majority of market inputs are actively quoted and can be validated through external sources including brokers market transactions and thirdshyparty pricing services
Fair values of assets measured on a nonrecurring basis are as follows
Oe ce mbe r31 2014 Other real estate owned net Impaired loans Loans held for sale Mortgage servicing rights
De ce mbe r 31 2013 Other real estate owned net Impaired loans Loans held for sale Mortgage servicing rights
Fair Value
$ 1 6233 41 895
8274 2435
$12 930 54 1 62
5408 2726
Fair Value Measurements Using Quoted Significant Prices Other
in Active Observable Markets Inputs (Level 1 ) (Level 2)
$ $
8274
$ - $
5408
Significant Unobservable
Inputs (Level 3)
$ 1 6233 41 895
2435
$1 2930 541 62
2726
Other real estate owned are initially recorded at fair value less costs to sell when acquired and are subsequently measured at the lower of cost or fair value less estimated costs to sell Fair values are based on third party appraisals of the property or internal valuations on smaller properties using comparable market data and various external resources resulting in a level 3 classification When the carrying value exceeds the fair value less costs to sell an impairment loss is recognized
The fair value of impaired loans secured by real estate with specific allocations of the allowance for loan --------- 1osses-is-generally-based-on--recent-real-estate-appraisals-or-internal-valuations-on-smaller-prnperties--shy
using comparable market data and various external resources These appraisals may utilize a single
41
STANDARD BANCSHARES INC AND SUBSI DIARIES
NOTES TO CONSOLI DATED FI NANCIAL STATEMENTS (in thousands except share data)
Note 1 8 - Financial Instruments Fair Value Disclosure (Continued)
valuation approach or a combination of approaches including comparable sales and the income approach resulting in a level 3 classification
Loans held for sale are carried at the lower of cost or fair value which is evaluated on a pool-level basis The fair value of loans held for sale is determined using quoted prices for similar assets adjusted for specific attributes of that loan or other observable market data such as outstanding commitments from third party investors resulting in a level 2 classification
The Company records its mortgage servicing rights at fair value and includes them in other assets in the Consolidated Balance Sheets Mortgage servicing rights do not trade in an active market with readily observable prices Fair value is based on market process for comparable mortgage servicing contracts when available or alternatively is based on a valuation model that calculates the present value of estimated future net servicing income Key economic assumptions used in measuring fair value of mortgage servicing rights at December 31 2014 included prepayment speeds maturities and discount rates While market based data is used to determine the assumptions the Company incorporates its own estimates of the assumptions market participants would use in determining the fair value of mortgage servicing rights which results in a level 3 classification
De cembe r 31 2014 Assets Cash and cash equivalents Securities held-to-maturity Securities available-for-sale Loans - net Loans held for sale Federal Home Loan Bank stock at cost Accrued interest receivable Derivatives
Liabilities
Deposits Federal Home Loan Bank advances Accrued interest payable Derivatives
De ce mbe r 31 2013 Assets
Cash and cash equivalents Securities held-to-maturity Securities available-for-sale Loans - net Loans held for sale Federal Home Loan Bank stock at cost Accrued interest receivable
Liabi lities Deposits Accrued interest payable
42
Carrying Value
$ 1 99476 3888
1 54394 1 744331
8274 3247 59 1 9
207
$ 1 993572 1 5000
265 214
$ 234 1 83 1 762
1 39588 1 61 9995
5408 3 143 5 576
$1 91 9 1 05 286
Fair Value
$ 1 99476 3 564
1 54394 1 798279
8274 3247 591 9
207
$1 992796 1 4984
265 214
$ 234 1 83 1 41 5
1 39588 1 679668
5408 3 143 5576
$ 1 920335 286
STANDARD BANCSHARES I NC AND SUBSI DIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (in thousands except share data)
Note 1 8 - Financial I nstruments Fair Value Disclosure (Continued)
In estimating the fair value of certain assets and liabilities not previously presented the following assumptions were made
Cash and Cash Equivalents
The carrying amounts of cash and equivalents reported in the balance sheet approximate fair value
Securities
Estimated fair values of securities are based on one of three models 1 ) quoted market prices where available 2) quoted market prices for similar instruments if quoted market p rices are not available 3) unobservable data that represents the Banks assumptions about items that market participants would consider in determining the fair value where no market data is available
L oans
Fair values of loans excluding loans held for sale are estimated as follows For variable rate loans that re-price frequently and with no significant change in credit risk fair values are based on carrying values Fair values for other loans are estimated using discounted cash flow analyses using interest rates currently being offered for loans with similar terms to borrowers of similar credit quality to calculate the present value of future contractual principal and interest cash flows and discounting them back to the present using a discount rate Impaired loans are valued at the lower of cost or fair value as described previously The methods utilized to estimate the fair value of loans do not necessarily represent an exit price
The fair value of loans held for sale is estimated based upon binding contracts and quotes from third party investors
Federal Home Loan Bank (FHLB) Stock
The carrying amounts reported in the balance sheet approximate fair value
Accrued Interest Receivable I Payable
The carrying amounts reported in the balance sheet approximate fair value
Deposits
The fair values disclosed for demand deposits (eg interest and non-interest checking passbook savings and certain types of money market accounts) are by definition equal to the amount payable on demand at the reporting date (ie their carrying amount) The carrying amounts of variable rate fixed-term money market accounts and certificates of deposit approximate their fair values at the reporting Fair values for fixed rate certificates of deposit are estimated using a discounted cash flows calculation that applies interest rates currently being offered on certificates to a schedule of aggregated expected monthly maturities on time deposits
Federal Home Loan Bank Advances
The fair value of Federal Home Loan Bank advances is estimated using discounted cash flow analyses --------based-on-the-currentborrowing-rate-of-similartypes-of-advances
43
STANDARD BANCSHARES I NC AND SUBSIDIARI ES
NOTES TO CONSOLI DATED FINANCIAL STATEMENTS (in thousands except share data)
Note 1 8 - Financial I nstruments Fair Value Disclosure (Continued)
Off-balance sh eet in strum ents
Fair asset andor liability value of off-balance sheet financial instruments as described in Note 1 6 may be estimated by applying fees currently charged for comparable commitments Based upon the qual ity of these commitments and their demand in the financial market it has been assumed that there is no material difference in the estimated fair value
Note 1 9 - TARP Capital Purchase Program
On April 24 2009 the Company entered into a Letter Agreement with the United States Department of Treasury (the Treasury) pursuant to which the Company sold to the Treasury 6000 shares of the Companys Fixed Rate Cumulative Perpetual P referred Stock Series A for $60 million and a warrant to acquire $3 million of Fixed Rate Cumulative Perpetual P referred Stock Series B for a nominal exercise price Immediately upon consummation of the closing the Treasury exercised the warrant and acquired the Series B Preferred Stock The Preferred Stock Series A qualified as Tier 1 capital and paid cumulative dividends q uarterly at a rate of 5 per annum The P referred Stock Series B qualified as Tier 1 capital and paid cumulative dividends quarterly at a rate of 9 per annum The difference between the initial carrying value that was allocated to the Series B Preferred Stock and its redemption value of $3 million will be charged to retained earnings (with a corresponding increase in the carrying value of the Series B Preferred Stock) over the first five years of the contract as an adjustment to the dividend yield using the level yield method During 201 1 the Company elected to suspend dividend payments For the year ended December 31 2012 total dividends of $3462 had been declared but not paid On February 22 201 3 1 3548387 of common shares were issued to the US Treasury in exchange for the $60 million and $3 million of Fixed Rate Cumulative Preferred Stock Series A and Series B respectively The Treasury subsequently sold those shares to institutional investors at $465 per share In addition the Company paid $6 million of dividends to the Treasury which included 1 00 of past due dividends and dividends due through February 22 2013
Note 20 - Regulatory Matters
The Companys primary source of cash is dividends received from its subsidiary bank The subsidiary bank is subject to certain restrictions on the amount of dividends that it may declare without prior regulatory approva L In addition the dividends declared cannot be in excess of the amount which would cause the subsidiary bank to fall below the minimum required for capital adequacy purposes
Banks and bank holding companies are subject to regulatory capital requirements administered by federal banking agencies Capital adequacy guidelines and additionally for banks prompt corrective action regulations involve quantitative measures of assets liabilities and certain off-balance-sheet items calculated under reg ulatory accounting practices Capital amounts and classifications are also subject to qualitative judgments by regulators Failure to meet capital requirements can initiate regulatory action Management believes as of December 3 1 2014 the Company and Bank meet al l capital adequacy requirements to which they are subject
Prompt corrective action regulations provide five classifications well capitalized adequately capitalized undercapitalized significantly u ndercapitalized and critically undercapitaized although these terms are not used to represent overall financial condition If adequately capitalized regu latory approval is required to accept brokered deposits If undercapitalized capital distributions are limited as is asset growth and expansion and capital restoration p lans are required At year-end 201 4 and 2013 the most recent reg ulatory notifications categorized the Bank as well capitalized under the regulatory framework for prompt corrective action There are no conditions or events since that notification that management believes have changed the institutions category
44
STAN DARD BANCSHARES I NC AND SUBSI DIARI ES
NOTES TO CONSOLIDATED FI NANCIAL STATEMENTS (in thousands except share data)
Note 20 - Regulatory Matters (Continued)
The Banks actual and required capital amounts and ratios are as follows
To Be Well Capitalized U nder
For Capital Prompt Corrective Actual Adeguac[ Puqoses Action Provisions
Amount Ratio Amount Ratio Amount Ratio As of December 31 2014 Total Capital
(to risk-based assets) Company $271 785 143 $ 152226 80 NA NA Bank 269993 1 42 1 52229 80 $1 90286 1 00
Tier I Capital (to risk-based assets) Company 247887 1 30 76 1 1 3 40 NA NA Bank 246093 129 761 14 40 1 14 171 60
Tier I Capital (to average assets) Company 247887 1 08 92 1 26 240 NA NA Bank 246 093 1 07 92 1 09 240 1 1 5 1 36 2 5 0
As of December 31 2013 Total Capital
(to risk-based assets) Company $246213 1 38 $142344 280 NA NA Bank 244607 1 38 1 42 170 280 $ 1 77713 2100
Tier I Capital (to risk-based assets) Company 223444 126 71 1 72 240 NA NIA Bank 221 838 1 25 71 085 240 1 06628 2 60
Tier I Capital (to average assets) Company 223444 1 03 86430 240 NIA NA Bank 221 838 1 03 86450 240 1 08 063 2 50
45
STANDARD BANCSHARES INC AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (in thousands except share data)
Note 21 - Capital Management
The overall objectives of the Companys capital management are to have the availability of sufficient capital to support loan deposit and other asset and liability g rowth and to maintain capital to absorb unforeseen losses or write-downs that are inherent in the business risk associated within the banking industry The Company seeks to balance the need for higher capital levels to address growth and unforeseen risks and the goal to achieve an adequate return on capital invested
In July 201 3 the federal banking agencies issued a final rule revising the regulatory capital rules applicable to most national banks and federal savings associations as well as their holding companies generally beginning on January 1 201 5 The rule implements the Basel Committees December 201 O framework known as Basel I l l for strengthening the international capital standards as wel l as certain p rovisions of the Dodd-Frank Act The final ru le implements a revised definition of regu latory capita l a new common equity Tier 1 minimum capital requirement of 450 and a higher minimum Tier 1 capital requirement of 600 (which is an increase from 400) Under the final rule the total capital ratio remains at 800 and the minimum leverage ratio is 400
Additionally under the final rule in order to avoid l imitations on capital distributions including dividend payments and certain discretionary bonus payments to executive officers a banking organization must hold a 25 capital conservation buffer composed of common equity Tier 1 capital above its minimum risk-based capital requirements The b uffer is measured relative to risk-weighted assets The final rule also enhances risk sensitivity and addresses weaknesses identified by the regulators over recent years with the measure of risk-weighted assets
The new minimum capital requirements will b e effective for the Company on January 1 201 5 whereas the capital conservation buffer and the deductions from common equity Tier 1 capital phase in over time beginning on January 1 201 6
Capital Raise
On February 22 201 3 Standard Bancshares Inc completed its recapitalization by issuing 29864795 shares of common stock at $465 per share for gross proceeds of $ 1 389 million 1 3 548387 of the common shares were issued to the US Treasury (the Treasury) in exchange for the $63 million of Fixed Rate Cumulative Preferred Shares Series A and B The Treasury subsequently sold those shares to I nstitutional Investors at $465 per share An additional 16 316408 of common shares were issued to Institutional Investors and private investors Of the aggregate 29864795 common shares issued 1 9430750 are voting shares and 1 0434045 are mm-voting shares
In conjunction with the recapitalization the Articles of Incorporation of the Company were amended to authorize 20000000 shares of preferred stock at $001 par value No preferred stock has been issued as of December 31 2014
Sto ck Settled Rights (SSRs)
On February 22 201 3 in connection with the recapitalization of the Company the Board of Directors distributed as a dividend in kind 7293407 Stock Settled Rights (SSRs) to the holders of the Common Stock as of the Record Date (November 5 2012) The number of SSRs issued is equal to the product of (i) 03888 and (ii) 18757921 the number Common Shares outstanding as of the Record Date The estimated fair value of the SSRs completed by an independent third party as of September 30 2014 and February 22 201 3 was determined to be approximately $026 per SSR or $1 880 and approximately $021 per SSR or $1 532 respectively Expense recorded related to the SSRs was $1 880 in 2014 No expense was recorded in 201 3
46
STANDARD BANCSHARES INC AND SUBSI DIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (in thousands except share data)
Note 21 - Capital Management (Continued)
Stock Settled Rights (SSRs) (Continued)
The SSRs are structured as common stock dividends to be paid to certain common shareholders of the Company under specific conditions The amount of common stock to be distributed is determined by a formula that considers among other things the value of the outstanding common stock at the Settlement Date Settlement Date is defined as the earlier of (i) the date a liquidity event (an I POrecapitalization or a sale of control) occurs during the term of the SSRs and (ii) the SSR Expiration Date (February 22 201 8) The SSRs will be exercised based on the value of the common shares at that time subject to the Settlement Rate formula
The Accretion Rate is a component of the Settlement Rate It is either an middotannual rate of 80 or 120 with the value determined by the cum ulative economic losses that occur in the loan portfolio from June 30 201 1 to the time the SSRs are settled
On the Settlement Date the Company shall determine the number of shares of Common Stock issuable upon the settlement of an SSR The Settlement Rate shall be calculated based on a formula that considers among other factors the value per share of the common stock on a fully diluted basis reduced by the accretion rate with that number divided by the value per share of common stock on a fully diluted basis
If the Settlement Rate is greater than zero the Company shall issue and deliver to each of the SSR Holders a number of shares of Common Stock equal to the product of (i) the Settlement Rate multiplied by (ii) the number of SSRs held by such H older as reflected in the SSR register as of the close of business on the last Business Day prior to such Settlement Date
In connection with the occurrence of a Liquidity Event on or prior to the Expiration Date the Board of Directors may at its option and in its sole discretion order the redemption and the Company may redeem the SSRs in whole or in part at the redemption price per SSR based on a formula that considers the price per share of Common Stock at which the Company is valued on a fully diluted basis in connection with such Liquidity Event as determined in good faith by the Independent Committee plus a l l cash dividends paid oil the common stock from the date of issuance of the SSRs less $465 accreting on a daily basis at the Accretion Rate
The Company hired an independent third party firm to value the SSRs The following variables were taken into consideration when deriving a value for the SS Rs
1 ) The probability of a liquidity event (sale of control or PO) during the term of the SS Rs 2) The Accretion Rate assigned to the Settlement Rate of the SSRs 3) The estimated value of the Companys common stock at the earlier of a) a liquidity event or b)
the SSR Expiration Date (February 22 201 8) 4) The type of liquidity event that might occur 5) Future value parameters including a) tangible common book value b) earnings and c) market
conditions
The valuation of the common shares at the Settlement Date will depend on the Companys financial condition and the market pricing of financial institution stock both on a stand-alone basis and on a sale of control basis at that time
47
STANDARD BANCSHARES I NC AND SUBSIDIARI ES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (in thousands except share data)
Note 22 - Condensed Financial Statements
The Company was incorporated in I l linois on February 23 1 982 The Company accounts for its investment in subsidiaries under the equity method Under this method the investment is recorded at cost adjusted for the subsidiaries undistributed net income (loss) Presented below are the condensed financial statements of Standard Bancshares I nc (Parent Company Only)
Assets Cash Investment in subsidiaries Other assets
Total assets
CONDENSED BALANCE SH EETS DECEMBER 31 2014 AND 2013
Liabilities and shareholders equity Other liabilities Total stockholders equity
Total liabilities amp stockholders equity
2014 $ 4 163
264242 328
$268733
$ 2685 266048
$268733
CON DENSED STATEMENTS O F I N COME YEARS ENDED D ECEMBER 31 201 4 201 3 AND 201 2
2014 I ncome
Other income $
Expenses 2909 Loss before income taxes and equity in undistributed
earnings of subsidiaries (2909) Income tax benefit 88
Loss before equity in undistributed earnings of subsidiaries (2821)
Equity in undistributed earnings (loss) of subsidiaries 1 7 1 1 5
Net income (loss) 1 4294 Preferred dividends and discount accretion on preferred shares
Net income (loss) applicable to common shareholders $1 4294
48
201 3 $ 2 1 95
248 090 1 944
$252229
$ 322 251 907
$252229
201 3 201 2
$ $ 1
1 747 8539
(1 747) (8538) 291 1 0 1 7
(1 456) (7521) 9 629 (23241) 8 173 (30762) 1 1 24 4090
$ 7049 $(34852)
STAN DARD BANCSHARES INC AND SUBSIDIARIES
NOTES TO CONSOLIDATED FI NANCIAL STATEMENTS (in thousands except share data)
Note 22 - Condensed Financial Statements (Continued)
CONDENSE D STATEMENTS OF CASH FLOWS YEARS ENDED DECEMBER 31 2014 201 3 AND 201 2
Cash flows from operating activities Net income (loss)
Adjustments Equity in undistributed net (income) loss of subsidiaries Amortization Stock based compensation expense ( Increase) decrease in other assets Increase (decrease) in other liabilities
Net cash provided by (used in) operating activities Cash flows from financing activities
Issuance of common stock net of issuance costs Capital contribution to Standard Bank Repayment of note payable Cash Dividends
N et cash provided by financing activities
Net increase (decrease) in cash
Cash - beginning of year
Cash - end of year middot
Supplemental schedule of non-cash financing activities Change in par value on common stock Exchange of preferred stock to common stock
49
2014
$ 1 4294
( 17 1 1 5) 28
782 1 616 2363 1 968
1 968
2 1 95
$ 4 163
$ $
201 3
$ 8 1 73
(9629) 29
441 1 872
(4273) (3387)
68598 (41 500) ( 16 1 00)
(6026) 4972
1 585
6 1 0
$ 2 1 95
$ 4277 $63000
201 2
$(30762)
23241 6 1 67
( 1908) 2 043
( 1 2 1 9)
( 1 2 1 9)
1 829
$ 6 1 0
$ $
FORM FR Y-6
STANDARD BANCSHARES INC
Hickory Hills Illinois Year Ending Dccember31 2014
REPORT ITEM
1 The BHC Is not registered with the SEC Coples of the Annual Report Nil be sent undersepirate cover when completed
2a Organization Chart fo Standard BallCShares Inc
I THE BOULEVARD INC
SL John Indiana 100
JnCQrporated in Indiana
2b Branch Verification
STANDARD BANCSHARES INC Hickory Hills Illinois Jncorporateltl In Illinois
STANDARD BANKAND TRUST COMPANY Hickory Hills llllnois
Incorporated In lllnols 100
I STANDARD REDEVELOPMENT INC
Hickory Hills Illinois 100
Incorporated in Illinois
(Not subject to Y-10 reporting ) Code 91 CE - Liquidation Of debts previously contracted
The branch and lax-kl flStings were emailed to branch revieW on 223115
3 (1) As ofyear-end
Name and Address
Trident SBI Holdings lP Greeffilidl CT
Robert E Gallagher Sr Trust John D Gallagher Trustee Palos Heights IL
The Gallagher Standard Bancshares TR Timolhy J GaJagheuror Trustee Hickory Hitls IL
Pantheon Standard LP San Francisco CA
CohesVe Capital Parners LP New York NY W Capital Partners II LP NewYork NY
Couritrlt of Citizenship or lncorooratlon Number and Percentage Of Voting Serurtties
USA 5662194- 1483
USA 5516086 - 1444
USA 4382666 - 1 t47
USA 3762128-985
USA 2 150537 - S63
USA 2 150537 - 563
Note llle shares in the Robert E Gallagher Sr Tr are voted on by John D Gallagher Director of Standard Bank Tue shares Jn the Gallager Standard Bancshares Tr are voted on by Timolhy J Gallagher Director of Standard Bank
3 (2) OtherSharehofors oat listed in Section 3 (1) above that held more than 5 during the year
None
Resuhs A Ilse of branches forvour holdln1 company STANDARD 8ANCSHARES INC (1245590) or HICKORY HILLS IL
The d1ta are n of 12312014 Data re II Kb information tlat wu received aod processed throuah 01072015
Rconcill1Uon and Vc1Uon St I DI 1 In the DIH Action column of each br111Ch row enter one or mort of the actioru specified below
2 If required enter the date In the Ettcttve Olte column
-OK tf the bnch Information s correct enter OK in the Oita AdJon column
Chi nee If the bndl Information Is Incorrect Of Incomplete revt the data enter Chance In the Dita Action column ind the d11te when this infOfmation first became v1lid In the Effective Ote column
am If a bnch listed was sold or clowd enterOose In tht Dita Action column and the s1e or dosured11te In the EtfectW Olte colurm
Olete If a bru1eh listed wu never owntd by this depository Institution enter Delete In the Oeta Acckgtn column
Add If a rt portable brtinch Is mlsslna lnStrt a row add the branch data ald entu Add In the Olt1 Action column and the opening or acquisition date In the Effecttve Date column
If prntln1 this list you m1y need to adjust your page Utup In MS E11ce1 Try using landscape orientation page sollria andor legal sized paper
Submlnion PfOOtdurbull When you ire finished send a saved copy to vour FRB contact Su the detailed lnlttldlons on this si for more informatlon
II voY are mailinamp this to your FRB conttct put your lnstitutlon name dty and state In the subjact llrie of the e-nWI
Note To satisfy the FR Y-10 reportln1 requirements YoU must tiho submit FR Y-10 Domestic Branth Schedules for each branch with a Data Actlon of Olan1e Close Delete or Add
Thbull FR Y-10 report may be submitted 1n a hardcopy format or 11ia the FR Ymiddot10 OnH11e application middot httpsylOonllnefederalrerve1ov
bull FDtC UNINUM Office Number and ID_RSSO co1unvu ara for reference only Verification of these values is not required
- - 8nch Suvlce Type Branch 10 RSSO ia- terNeme Street Address City
ok FuUServltefHud Officel 19730 STAN OARD BANK ANO TRUST COMPANY 7800 WEST 9STH STREET HICKORY HILLS
ok Full Service 3202168 BOLINGBROOK BRANCH 282 NORTH WEBER ROAD BOLINGBROOK
ok Limited Strvce 4126065 CALUMET CITY 1968 SIBLEY BOULEVARD CALUMET CITY
FullSetvke 3309928 CLARK STREET 8RANOi 3747 NORnt CLARK STREET atlCAGO
ok FullServiett 474339 EWING BRANOf 10635 SOUTH EWING AVENUE CHICAGO
ok Full Servtce 2079925 HEGWISCH BRANCH 13336 SOUTH BALTIMORE AVENUE CHICAGO
ok limited Se-rvke 20817)5 SOUnt DERRING FACILITY 10535 SOVTH TORRENCE AVENUE CHICAGO
Full Service 4099271 THOREK BRANOi 836 WEST IRVING PARK ROAD OUCAGO
ok Full Service 2121280 COAL CITY BRANot 20 SOUTH KANKAKEE COAlCITY
full Service 2809038 EVERGREEN PARK BRANCH 2400 WEST 95TH STREET EVUtGREEN PARK
ok Full Service 3188909 FRANKFORT BRANCH 19997 LA GRANGE ROAD FRANKFORT
Full5etvice 810436 CiARONERBRANCJ1 118 DEPOT STREET GARDNER
ok FultSrvlct 3188897 JOLIET ampRANCJ1 2398 ESSINGTON ROAO JOLIET
Full Service 3439553 LOClCPORT BRANCH 16545 WEST 159TH STREET LOCKPORT
ok Full Service 290931 LYONSlST AVENUE BRANCH 8601 OGDEN AVENUE LYONS
ok Full Service 3671504 MINOOKA BRANCH 515 WESTUS ROUTE 6 MINOOKA
ok LlmltcServfce 2111338 MOAAIS LISBON BRANCH 1433 USBON STREET MORRIS
ok Full Servkt 2809010 MORRIS ROUTE 6 BRANCH 1111 WEST US ROUTpound 6 MORRIS
Ful1 Servlct 2809047 NAPERVILLE BRANCH 1607 NORTH AURORA ROAD NAPERVILLE
ok full 5ervfce 2809056 NEW LENOX BRANCH 456 NELSON ROAD NEW LENOX
Full sMce 2103129 OAK FOREST BRANOf 15901 SOUTH CENTRAL AVENUE OAX FOREST
ok Full SeMct 3490255 OAK LAWN lllTH BRANOf 4700 WEST 111TH STREET OAK LAWN
ok Full Sfrvlce 2096717 OAK LAWN 95TH BRANCH 4001 WEST 95TH STREET OAK LAWN
ok Full Service 2295538 ORLAND PARK BRANCH lSCXJO SOUTH WOLF ROAD ORLAND PARt
State VpCode
IL 60457
IL 60440
IL 60409
IL E06H
IL 00617
IL 0063
IL 00617
IL 60613
IL 60416
IL 60805
IL 6042
IL 60424
IL 60435
IL 60441
IL 60534
I L 60447
IL 60450
IL 60450
IL 60563
IL 60451
IL 60452
IL 60453
IL 60453
IL 60467
County CawN FDICUNINUM Offb Numberbull Haad otfice Head Office 10 RSSD Comments
COOK UNITEO STATES 10748 0 STANOARO BANK ANO TRUST COMPANY 19730
Will UN ITED STATES 419532 34 STANDARD BANK ANO TRUST COMPANY 19730
COOK UNITED STATES 510611 44 STANDARD BANK AND TRUST COMPANY 19730
COOK UNITpound0 STATES 429662 35 STANDARD BANK ANO TRUST COMPANY 19730
COOK UNITED STATES 12089 18 STANDARD BANK AND TRUST COMPANY 73ltgt
COOK UNITED STATES 244100 20 STANDARD BANK ANO TRUST COMPANY 19730
COOK UNITED STATES 244099 19 STANDARD BANK ANO TRUST COMPANY 19730
COOK UNITED STATpoundS 510612 4S STANDARD BANKANDTRUSTCOMPANV 1973ltgt
GRUNDY UNITED STATES 263852 17 STANDARD SANK AND TRUST COMPANY 730
COOK UNITED STATES 13875 4 STAN OARD BANK AND TRUST COMPANY 19730
Will UNITED STATES 357237 15 STAN OARD BANK AND TRUST COMPANY 19730
GRUNDY UNITED STATES 7234 1 STAN DARO BANK ANO TRUST COMPANY 19730
Will UNITED STATES 238ASA 13 STANDARD BANK ANO TRUST COMPANY 19730
Will UNlTEO STATES 450324 38 STAN OARD BANK AND TRUST COMPANY 19730
COOK UNITED STATES 10912 22 STANDARD BANK ANO TRUST COMPANY 19730
GRUNDY UNITED STATES 465426 42 STANDARD BANK AND TRUST COMPANY 1973ltgt
GRUNDY UNITED STATES 266774 16 STANDARD BANK ANO TRUST COMPANY 1730
GRUNDY UNITED STATES 2243S6 10 STANDARD BANK AND TRUST COMPANY 19730
OU PAGE UNITED STATES 238451 6 STANDARD BANK ANO TRUST COMPANY 19730
Will UNITED STATpoundS 238452 11 STAN OARD BANK ANO TRUST COMPANY 19730
COOK UNTED STATES 244101 21 STANDARD BANK AND TRUST COMPANY 19730
COOK UNITED STATES 441863 36 STANDARD BANK AND TRUST COMPANY 19730
COOK UNITED STATES 238447 1 STANDARD BANK AND TRUST COMPANY 19730
COOK UNITED STATES 238450 5 STANDARD BANt AND TRUST COMPANY 19730
ok Fullrvke 2100379 PALOS 11HH BfANOl 11901 SOUTHWEST HIGHWAY PALOSPARIC ll 00464 COOK UNITED STATES 238448 2 STAN DARO BANK AND TRUST COMPANY 19730
ok rulSltVice 2427544 PALOS lllST BRANCH 9700WEST lllST STREET PALOS PARK ll 00464 COOK UNlTEOSTATES 238449 3 STAN DARO BANK AND TRUST COMPANY 19730
ot llmtedSrvke 3490273 NORTH RIVERSIDE BRANCH BJSOWEST CERMAK ROAD RlvtRSlDE ll COOK UNITED STATES 441864 37 STANDARD BANK AND TRUST COMPANY 19730
ot FuLServke 3202171 SHOREWOOD BRANOl 970 BROOK FOREST AVENUE SHOREWOOD It - t UNITED STATES 419531 33 STANDARD BANICANDTRUSTCOMPANY 19730
ok FulSrvlee 3188918 VILLA PARK BfWIOi 1 WESrRoostVrlTROAD VlltAPARIC It 50181 OUPAGE UNITED STATES 238455 14 STANDARDBANKANDTRUSTCOMPANY 19730
ok FulSrvke WllMINGTON BRANCH lOOSSOUTH WATER STREET WILMINGTON It 004 lt UNITED STATES 238453 12 STANDARD BANK AND TRUST COMPANY 19730
ok Fulfrvk 3197031 CHESTERTON BRANCH middot 755 JNDIAN BOUNDARY ROAD OIESTERTON IN PORTER UNITEDSTAlES 275664 32 STANDARD BANK AND TRUST COMPANY 19730
ok ruUrvic 2161D17 EASTCHCAGO BRANCH 4518 lNOANAPOUS BOULEVARD EAST CHICAGO IN 46312 lAKE UNITEDSTAlES 29 STANDARDSANKANDTRUSTCOMPANY 19730
ok Fulrvk 4913n HAMMOND BRANCH 1007 CALUMET AVENUE HAMMOND IN 46324 AKE UNITEDSTAlES 42227 30 STANDARD BANK AND TRUST COMPANY 19730
Fulrvlc 2161D3S HIGHtAND BRANCH 2930 RIDGE ROAD HIGHLAND IN 46322 UNITEOSTAlES 275659 27 STANDARD BANK AND lRUST COMP AN I 19730
ot Futtsrvke 2161044 LOWHl BRANCH 2090 EAST COMMERICALAVENUE LOWELL IN 463Sfgt21r AKE ONITEDSTAlES 275661 28 STANDARD BANK ANDTRUSTCOMPANI 19730
ok Full Srvlce 3439562 MERRlllVlllE BRANCH 579WESTUNCOlN HIGHWAY MERRlllVlllE IN 46410 AKE ONlEO STATES 450325 39 STANDARD BANK AND TRUST COMPANI 19730
ok Full Srvice 453712 SAINT JOHN BRANCH 9321 WICKER AVENUE SAINT JOHN IN 46373middot00 AKE ONtlEDSTATES 42414 26 STANDARD BANK AND rnusr COMPANY 19730
middot
Report ttem 4 Directors and Office (1) Name amp Address
J-Ohn R Barber New York NY
Christopher Doody Ne-vYork NY
1pound1 Pnncipal Occupation [rtmiddotrmiddotwittl BHC
Mariaging Partner eohesiVe ea pita I
Princlpal Storm Point Capital
(3) (bull) TrtiePosition with BHC Diredor
Director
FORM FR Y-9
STANDARD BANCSHARES INC Fiscal YearEnding Decttmber3112014
(3) lb) ltlePosition wffi1 Subsidiaries
NIA
NIA
(3) (c TrtlePosltlon wttn otherbuslne$es
Managtng Partner Cohesive Capital
Principal Stone Point Ciipitit
bull Stone Point ls the manager of the TriOOnt funds which are investment entities that own 25 or morn of the outstanding voting seairities orinlerests in various companles Mr Doody ls an ernployee and officer of Stone Point and is oo deemed to contror S1oria Point or the Trldent Funds He is not a principal securities holder of Stone Point or the Trident Funds The invstmenl committees of the Trident Funds are responsible for voting the shares or such companies and Mr Doody is not a member of the investment committees of the Trident Fonds A sctiedule of such companies in which U1e Trident funds hnve invested is available upon request
John o Gallagher Ortand Park IL
Managing Genera[ Partner OfdlarU Hill Bldg Co
Director Dior-standarU Bank
Managin9 GenerBi Partner Orchard HlllmiddotB1dg Co President Ordiard Hm Building Co Inc
Managing Member Qnhard Hill Construction LLC
Managing Membelt Austin Construction Co bull LLC
Presdenl Bougton Development Co
President ennStructildeg Co lnc
Prestdenl middot Farmingdare Development eomiddot
middotana9in middotRa -middot middot fariTijngdre _Mittwo middot
Pldciit_ _ Fam1r9dale Utilify Co_
Managing Partner Frtz91erald Lad lnvestment Ptshp
(4) a) 1w of Voting Shares in BHC
563
middot1483
14450
(4)(o) (4) (b) Names of othfr companitts 4 of Voting (if 25 ormorl voting Shares in Subs securities a held
NIA
NIA
NIA
NIA
NIA
NIA
NIA
NIA
NIA
NIA
Dryden Cons1rudioo Co Inc 100
NIA
NIA
NIA
Frtzgerald Land Investment Plshp 25
(1) Name amp Mdlt=
John D Gallagher CJriand Pru IL
(2) Principal rbull _ BHC1
(3) (b) TdfePosition wiU1 SubsXfiarics
(J)(c TrtiePttSition wTUi other buslncssts
Trustee-Vote 100 Galla171ormiddot Henr)Tnisl
- Gallagher amp Henry Inc
Prumlaquo GaDaQhef Parloecs LP GB4 Jnc
Managing Partner Gl6mwod DevelopmElnt Co
Managmjl farlnelt Heruy Co Managmo Hermann Umd Investment Ptshp
Managing- Kolarlrugtd I lgthp Preltldeot Kokast -kimes Inc
PreSdenl Coo$trixtioo middotmiddot nc
- -MiAdams 400 Investment Ptshp
Msoagir(Q Partner Meifefl1 id lnpoundiiini _Pthp Managing Partner sr middotGod 1nVeslmoo Pbhp Managiog Partnef
-LampftPtshp TruSt6e
ThOGalfaghmiddotorSliujiini middot Trust
(4) (bull) of Voting Shares in BHC
(4) (b) of Voting Shares In SUbs
Names of other companies frf 25 degmom voting securiDes arn heJd NIA
NIA
NIA
NIA
NIA
NIA
NIA
Hennarm Lnnd Investment Ptshp 25
K6irland lovStrnerrlPiStip 25 NIA
NIA
NIA
Laod lNeStrnloi PlShp 25
df1li3 lfjJrlvtrpnt PWiP 25
Land l hp 25
e(Lao1fl PtShp 25_-xmiddotmiddot middot
standard tWesTrust 25 middot
(1) Name amp Address
Tnnothy J GsJlaghet Burr Ridge IL
(2) Principal Occupation [d other than with BHC)
(J) (a) TrltePosifion wtth BHC
(3)(b) TdiePosffion wittl Subskfcuies
OlaHrnan of the Board
(J) (c) TitlePosition with other businees
PreOOeot Brittany Glen Homeownoc l=gtc Suffield Woods Homeowner Assoc FanntngdaJe Viage Com Assoc fumlogdale Vdlage Com Assoc 2 Misty Meadoyenr Homeowner Assoc 1ltings1on Hills liomeOMler Assoc Gallagheramp Henrys Condos Goodiogs Grove Assoc Ganaghcr amp Heruys Goocfings Grove Umbretia Assoc Farmingdale Vil Cooos of Woodridge Homeowner Assoc Radc5ffe rtMe TOvlfflhomes Assoc
BNC OWnefs Assodatioo
Boughton Woodward Commenial Center LLC su-lgle MembeltUC- GB4 i5 member
Union Poirrte Investors Uc Sing1e MemberlLC- Union PcWe Oevclopmeot Co b member
Uoion POOte Buadlog Venture 1lLC Union 00rt lnvestorn LlC ts member Union Pofrrte Buikfing Venlilre 112 LLC Unton Point nveslor lLC is member
Union Pointe Boikfing Venture 3 LLC Union Poinl lnveslors UC is member
standgtnJ Bank -ALm1 Construction Co LlC
Pminlaquo Frtzyerald Lnnd Investment Pbttp
(lt)(bull) ofVotlng Shares in BHC
11520
(4) (b) ofVotiog Shares in Subs
NIA
Names of other companies (If 25 or l1XgtflJ voting securities aro held
NIA NIA NIA NIA NIA NIA NIA WA NIA NIA NIA
WA
NIA
WA
WA
NIA
NIA
WA
NIA
NIA
NIA
WA
WA
(1) =
Timothy J GJJbghctshyBorr Ridge IL
(2) Principal (if oUJef than wtth BHC)
3 (a) TitlePosition wilh BHC (3) 1c) Trtielosilion with other businesses ampcretuy amp Henry Inc
_ GieoMXgtd Developmeot Co
Partner Hermann Land Investment Pt5hp KOOr land Investment Ptstip
Secret3y Kolcast Homes loo
__ Koamp Construction Co Inc
Secrebgty Ordnrd Hin Buikfing Co Inc
Pa1nelt srrvb land 1ovestrnent Pshp -Smotelt Land Investment Ptshp Trustee- Vote 100 The Gollagher stmdafd
Trust
-- uruoo Pointe Development Co
lt4)(a) ofVotiog Shares in BHC
(4) (b) of Voting Shares In Sobs
tfamos of othcreomnk (lf25 ormoro vo6ng sccuritios arc held
NIA
NIA
NIA
Hennano Land Investment Ptshp 25
Kolar land Investment Pshp 25
NIA
NIA
NIA
Maas Land Investment Ptshp 25
McAdams Iand lnv=tmeni Plshp 25
Medema land lnvestme111 Ptshp 25
NIA
NIA
NIA
Slivka land Investment Plshp 25
SmoterUmd I Ptshp 25
Unkio Pointe Devdopmcot Co 25
(11 (21 Pl (a) 3 (b) 3) c) 4 (a) (4)b) Names of othelt com pan Name amp Adqross princi Occupation TJdcPositiorl TJHePositiorl TrticPosIDon of Voting of Voting [If 25 or mon voting
(if other than with Bl tc) wtth SHC with Subsidiaries with other businesses Shares In BHC Shares in Subs securities are heJd
Timothy J GaUagilet Slaquoretmy GB4 Inc SurRXgeIL GB4 lnc 251
Uoioo Polnte Bonding Venture 3 UC NIA Uoiont PoCnt lnves1ocs LLC is member
Lawraooe P Kelley NIA DirododVJCO Chaifman Oamp-edooVlce Chairman NIA 023lt))1 NIA NIA Pltullt IL PreraquoleoUCEO -0-0
standam Bank
Atampief Ko-arldt NIA DirodOlt Dirodoc NIA 0140 NIA NIA 1-fmsdak ll -
Howrd K Priess JI - deg Dirodoc Solo Pradiltgtoelt 0140 NIA NIA NapeMe IL Standard Bank
Owner White Oak Construction LlC Wh4te Oak Construction LLC 100
Robert A RoslKWt NIA Lead ndepcodeot Director oltedoc NIA D140( NIA NIA QOCago u standanl Bank
Charles E Shomo rv NIA deg Ciredor NIA 013lfI( NIA NIA Bur Ridgo IL standam Bank
Patrick J Hunt NIA _ Executive VPCFO NIA 008 NIA NIA Palos Heights IL EVPCfO standanl Bank
deg Scoltzu NIA Asst VPJAssl Asst VPAsst Secy NIA 00CXgt1 NIA NIA
Everyreen Park IL Sea-- SiandagtO Bank
STANDARD BANCSHARES INC AND SUBSIDIARI ES
NOTES TO CONSOLIDATED FI NANCIAL STATEMENTS (in thousands except share data)
Note 1 3 - Employee Benefit Plans (Continued)
Performance Vested Stock Options 2014 Outstanding at beginning of year
Granted
Exercised
Expired
Forfeited
Outstanding at end of year
Exercisable at end of year
2013 Outstanding at beginning of year
Granted
Exercised
Expired
Forfeited
Outstanding at end of year
Exercisable at end of year
1 466515
1 170195
(26909)
2609801
1 465515
1 465515
$ 465
515
490
$ 487
$
$ 465
$ 465
$
91 5
91 6
864
860
g_1 5
91 5
$ 1 1 1 8
$
$ 733
$
The weighted average fair value of performance vested options granted during 201 4 and 201 3 was $040 for each year
Time Ve ste d O ption s
The Company recognized $782 and $44 I of stock-based compensation expense related to the granting of time vested stock options for the years ended December 20 14 and 2013 respectively There were no time vested options granted in 2012
As of December 3 1 201 4 there was $2 1 30 of total unrecognized compensation cost related to nonshyvestediime vested options granted underthe Plan The unrecognized cost is expected to be recognized over a weighted-average period of 26 years
Performan ce Veste d O ption s
The value of the performance vested options is a function of 1 ) the likelihood of a n Exit Event and 2) the likelihood of that Exit Event achieving the 1 2 IRR threshold These weighted average probabilities are then m ultiplied by the full value of a time vested option to derive the value of the performance options
The valuation methodology for the performance vested options involved ihree separate analysis
I Sale of control analysis 2 Initial public offering analysis 3 Remain private analysis
There was no expense recorded in 201 4 and 201 3 related to the performance vested options
There were no performance vested options granted in 201 2
36
STANDARD BANCSHARES INC AND SUBSIDIARI ES
N OTES TO CONSOLI DATED FI NANCIAL STATEMENTS (in thousands except share data)
Note 1 3 - Employee Benefit Plans (Continued)
As of December 3 1 2014 there was $1 059 of total unrecognized compensation cost related to nonshyvested performance vested options granted under the Plan The cost is expected to be recognized when it is determined that it is probable that a qualifying Exit Event will occur
Note 1 4 - Commitments
Operating Leases
The Bank leases property at various branch locations unde r terms that are considered to be an operating lease The leases expire in various years through 2020 Office rent expense was $728 $875 and $919 for 2014 2013 and 2012 respectively
Other Co mmitments
The Bank has a contract with a computer seNice company that expires in 201 6 Data processing expense was $2729 $2746 and $2424 for 201 4 201 3 and 2012 respectively
Annual future minimum payments for these agreements are as follows
Note 1 5 - Income Taxes
Year ending December 31 201 5 201 6 2017 20 1 8 201 9 2020 and thereafter
$3037 2884
394 203 1 26
1 6 $6 660
The components of the provision (benefit) for income taxes are as follows
Current Deferred Total Tax Expense (Benefit)
2014 $ 3494
7 1 62 $ 1 0656
201 3 $ 2373
3425 $ 5798
2012 $ 1 306
(6928) $ (5622)
The effective tax rate differs from the federal statutory rate primarily due to the following
Tax at statutory federal income tax rate Tax exempt interest income State income taxes net of federal benefit BOLi income Meals and entertainment Non-deductible expenses Goodwill impairment
201 4
$8483 (133) 1 5 1 6 (486)
77 76
Stock settled rights expense 639
201 3 $ 4750
(82) 766
(486) 84
1 02
2012 $(1 2371 )
(1 08) (866) (500)
79 80
8 1 55
O th enet--=====48=====664=--====(-l --
$1 0656 $ 5798 $ (5622)
37
STANDARD BANCSHARES INC AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (in thousands except share data)
Note 1 5 - Income Taxes (Continued)
The net deferred tax asset included at December 31 2014 and 2013 consists of the following
2014 201 3 Gross deferred tax assets
Allowance for loan losses $19212 $23305 Other real estate owned 2866 49 1 6 Non-accrual loan interest 4064 3 991 State net operating loss 1 835 2358 Accrued compensation 1 938 1 471 Depreciation 1 387 1 412 FNMA amp FHLMC preferred stock 1 270 1 270 Other assets 271 434
Total gross deferred tax assets $32843 $39 157
Gross deferred tax liabilities Purchase accounting adjustments $ 1 069 $ 1 282 Mortgage servicing rights 946 1 060 Unrealized gainloss on AFS securities 1 1 9 692 Other liabilities 1 306 1 31
Total gross deferred tax liabilities $ 3440 $ 3 165
Net deferred tax asset $29403 $35992
At December 31 2014 the Company has $33929 of Illinois net operating loss carryforwards expiring in 2025 and $2330 Indiana net operating Joss expiring in 2025 and 2026 which will be available to reduce future taxable income
The Company does not expect the total amount of unrecognized tax benefrts to significantly change in the next twelve months The Company recognized no interest andor penalties related to tax matters in tax expense
The Company and its subsidiaries are subject to US federal income tax as well as income tax of the state of Illinois and Indiana The Company is no longer subject to examination by taxing authorities for years before 201 0
3 8
STAN DARD BANCSHARES INC AND SUBSIDIARIES
NOTES TO CONSOLI DATED FI NANCIAL STATEMENTS (in thousands except share data)
Note 1 6 - Contingent Liabilities and Commitments
The Company does not reflect in its financial statements various commitments and contingent liabilities which arise in the normal course of business and which involve elements of credit risk interest rate risk and liquidity risk These commitments and contingent liabilities are commitments to extend credit commercial letters of credit and standby letters of credit A summary of the Banks commitments and contingent liabilities at December 31 is as follows
Commitments to extend credit under Unused commercial and other lines of credit Unused equity lines of credit Standby letters of credit
2014 201 3
$262907 46 125 42041
$234893 52905 40284
Commitments to extend credit commercial letters of credit and standby letters of credit a l l include exposure to some credit loss in the event of nonperformance of the customer The Banks credit policies and procedures for credit commitments and financial guarantees are the same as those for extension of credit that are recorded on the consolidated balance sheet Because these instruments have fixed maturity dates and because many of them expire without being drawn upon they do not generally present any significant liquidity risk to the Bank The Bank has not incurred any significant losses on its commitments in either 2014 201 3 or 2012
The Bank is party to litigation and claims arising in the normal course of business Management after consultation with legal counsel believes that the liabilities if any arising from such litigation and claims will not be material to the Companys consolidated financial position
Note 1 7 - Derivatives
D erivative contracts entered into by the Company are limited to those that are treated as non-designated derivative instruments The Company provides customers with interest rate swap transactions and offsets the transactions with interest rate swap transactions with inter-bank dealer counterparties as a means of offering risk management solutions to customers As ofDecember 3 1 2014 there were $6006 outstanding in notional values of swaps where the Company pays a variable rate of interest and the customer pays a fixed rate of interest This position is offset with counterparty contracts where the Company pays a fixed rate of interest and receives a floating rate of interest The estimated fair value of interest rate swaps was recorded as an asset of $207 and as a liability of $214 as of December 31 2014 Swaps with customers and inter-bank dealer counterparties are carried at fair value with adjustments recorded in other income The net effect of fai r value adjustments running through the income statement was immaterial during the year ended December 31 2014 There were no interest rate swap derivatives as of December 3 1 2013
3 9
STANDARD BANCSHARES I NC AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (in thousands except share data)
Note 1 8 - Financial I nstruments Fair Value Disclosure
The fair value measurement accounting Hterature establishes a fair value hierarchy which requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value The standard describes three levels of inputs that may be used to measure fair value
1 Level 1 - Unadjusted quoted mariltet prices in active markets that are accessible at the measurement date for identical unrestricted assets
2 Level 2 - Significant other observable inputs other than Level 1 prices such as quoted market prices for similar assets and liabilities quoted prices in markets that are not active or other inputs that a re observable or can be corroborated by observable market data
3 Level 3 - Signlficant unobservable inputs that reflect a reporting entitys own assumptions about the assumptions that mariltet participants would use in pricing an asset o r liability
A financial instruments level within the fair value hierarchy is based on the lowest level of input that is significant to the fair value measurement
Fair values of assets measured on a recurring basis at December 3 1 2014 and 2013 are as follows
De ce mbe r31 2014 Financial Assets
Securities available-for-sale US government sponsored entities and agencies Mortgage-backed securities - residential Equity securities
Total securities available-for-sale
Derivatives
Financial Liabilities
Derivatives
De ce mbe r 31 2013 Financial Assets Securities available-for-sale
US government sponsored entities and agencies Mortgage-backed secu rities - residential Equity securities
Total securities available-for-sale
Fair Value
$1 46307 3668 4 41 9
$1 54 394
$ 207
$ 214
$ 1 24431 1 2203
2 954 $ 1 39 588
Fair Value Measurements Usin1 Quoted Significant P rices Other
in Active Observable Markets Inputs (Level 1 ) (Level 2)
$
392 $ 392
$ -
$ -
$
$1 46307 3668 4 027
$1 54 002
$ 207
$ 2 1 4
$ 1 24431 12203 1 984
$1 38 61 8
Significant Unobservable
Inputs (Level 3)
$
$
$
$
$
$
As of December 31 2014 and 2013 there were no transfers between levels
40
STANDARD BANCSHARES I NC AND SUBSI DIARIES
NOTES TO CONSOLI DATED FI NANCIAL STATEMENTS (in thousands except share data)
Note 1 8 - Financial I nstruments Fair Value Disclosure (Continued)
The fair values of marketable equity securities available-for-sale are generally determined by quoted market prices in active markets for each specific security (Level 1 measurement inputs) If Level 1 measurement inputs are not available for a marketable equity security the fair value is determined by the quoted market price of a similar security traded in an active market (Level 2 measurement inputs)
The fair values of debt securities available-for-sale are generally determined by matrix pricing which is a mathematical technique widely used in the industry to value debt securities without relying exclusively on quoted market prices for the specific securities b ut rather by relying on the securities relationship to other benchmark quoted securities (Level 2 measurement inputs)
Derivative s
The fair value of derivatives are based o n valuation models using observable market data a s of the measurement date (Level 2) Our derivatives are traded in an over-the-counter market where quoted market prices are not always available Therefore the fair values of derivatives are detenmined using quantitative models that utilized multiple market inputs The inputs will vary based on type of derivative but could include interest rates prices and indices to generate continuous yield or pricing curves prepayment rates and volatility factors to value the position The majority of market inputs are actively quoted and can be validated through external sources including brokers market transactions and thirdshyparty pricing services
Fair values of assets measured on a nonrecurring basis are as follows
Oe ce mbe r31 2014 Other real estate owned net Impaired loans Loans held for sale Mortgage servicing rights
De ce mbe r 31 2013 Other real estate owned net Impaired loans Loans held for sale Mortgage servicing rights
Fair Value
$ 1 6233 41 895
8274 2435
$12 930 54 1 62
5408 2726
Fair Value Measurements Using Quoted Significant Prices Other
in Active Observable Markets Inputs (Level 1 ) (Level 2)
$ $
8274
$ - $
5408
Significant Unobservable
Inputs (Level 3)
$ 1 6233 41 895
2435
$1 2930 541 62
2726
Other real estate owned are initially recorded at fair value less costs to sell when acquired and are subsequently measured at the lower of cost or fair value less estimated costs to sell Fair values are based on third party appraisals of the property or internal valuations on smaller properties using comparable market data and various external resources resulting in a level 3 classification When the carrying value exceeds the fair value less costs to sell an impairment loss is recognized
The fair value of impaired loans secured by real estate with specific allocations of the allowance for loan --------- 1osses-is-generally-based-on--recent-real-estate-appraisals-or-internal-valuations-on-smaller-prnperties--shy
using comparable market data and various external resources These appraisals may utilize a single
41
STANDARD BANCSHARES INC AND SUBSI DIARIES
NOTES TO CONSOLI DATED FI NANCIAL STATEMENTS (in thousands except share data)
Note 1 8 - Financial Instruments Fair Value Disclosure (Continued)
valuation approach or a combination of approaches including comparable sales and the income approach resulting in a level 3 classification
Loans held for sale are carried at the lower of cost or fair value which is evaluated on a pool-level basis The fair value of loans held for sale is determined using quoted prices for similar assets adjusted for specific attributes of that loan or other observable market data such as outstanding commitments from third party investors resulting in a level 2 classification
The Company records its mortgage servicing rights at fair value and includes them in other assets in the Consolidated Balance Sheets Mortgage servicing rights do not trade in an active market with readily observable prices Fair value is based on market process for comparable mortgage servicing contracts when available or alternatively is based on a valuation model that calculates the present value of estimated future net servicing income Key economic assumptions used in measuring fair value of mortgage servicing rights at December 31 2014 included prepayment speeds maturities and discount rates While market based data is used to determine the assumptions the Company incorporates its own estimates of the assumptions market participants would use in determining the fair value of mortgage servicing rights which results in a level 3 classification
De cembe r 31 2014 Assets Cash and cash equivalents Securities held-to-maturity Securities available-for-sale Loans - net Loans held for sale Federal Home Loan Bank stock at cost Accrued interest receivable Derivatives
Liabilities
Deposits Federal Home Loan Bank advances Accrued interest payable Derivatives
De ce mbe r 31 2013 Assets
Cash and cash equivalents Securities held-to-maturity Securities available-for-sale Loans - net Loans held for sale Federal Home Loan Bank stock at cost Accrued interest receivable
Liabi lities Deposits Accrued interest payable
42
Carrying Value
$ 1 99476 3888
1 54394 1 744331
8274 3247 59 1 9
207
$ 1 993572 1 5000
265 214
$ 234 1 83 1 762
1 39588 1 61 9995
5408 3 143 5 576
$1 91 9 1 05 286
Fair Value
$ 1 99476 3 564
1 54394 1 798279
8274 3247 591 9
207
$1 992796 1 4984
265 214
$ 234 1 83 1 41 5
1 39588 1 679668
5408 3 143 5576
$ 1 920335 286
STANDARD BANCSHARES I NC AND SUBSI DIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (in thousands except share data)
Note 1 8 - Financial I nstruments Fair Value Disclosure (Continued)
In estimating the fair value of certain assets and liabilities not previously presented the following assumptions were made
Cash and Cash Equivalents
The carrying amounts of cash and equivalents reported in the balance sheet approximate fair value
Securities
Estimated fair values of securities are based on one of three models 1 ) quoted market prices where available 2) quoted market prices for similar instruments if quoted market p rices are not available 3) unobservable data that represents the Banks assumptions about items that market participants would consider in determining the fair value where no market data is available
L oans
Fair values of loans excluding loans held for sale are estimated as follows For variable rate loans that re-price frequently and with no significant change in credit risk fair values are based on carrying values Fair values for other loans are estimated using discounted cash flow analyses using interest rates currently being offered for loans with similar terms to borrowers of similar credit quality to calculate the present value of future contractual principal and interest cash flows and discounting them back to the present using a discount rate Impaired loans are valued at the lower of cost or fair value as described previously The methods utilized to estimate the fair value of loans do not necessarily represent an exit price
The fair value of loans held for sale is estimated based upon binding contracts and quotes from third party investors
Federal Home Loan Bank (FHLB) Stock
The carrying amounts reported in the balance sheet approximate fair value
Accrued Interest Receivable I Payable
The carrying amounts reported in the balance sheet approximate fair value
Deposits
The fair values disclosed for demand deposits (eg interest and non-interest checking passbook savings and certain types of money market accounts) are by definition equal to the amount payable on demand at the reporting date (ie their carrying amount) The carrying amounts of variable rate fixed-term money market accounts and certificates of deposit approximate their fair values at the reporting Fair values for fixed rate certificates of deposit are estimated using a discounted cash flows calculation that applies interest rates currently being offered on certificates to a schedule of aggregated expected monthly maturities on time deposits
Federal Home Loan Bank Advances
The fair value of Federal Home Loan Bank advances is estimated using discounted cash flow analyses --------based-on-the-currentborrowing-rate-of-similartypes-of-advances
43
STANDARD BANCSHARES I NC AND SUBSIDIARI ES
NOTES TO CONSOLI DATED FINANCIAL STATEMENTS (in thousands except share data)
Note 1 8 - Financial I nstruments Fair Value Disclosure (Continued)
Off-balance sh eet in strum ents
Fair asset andor liability value of off-balance sheet financial instruments as described in Note 1 6 may be estimated by applying fees currently charged for comparable commitments Based upon the qual ity of these commitments and their demand in the financial market it has been assumed that there is no material difference in the estimated fair value
Note 1 9 - TARP Capital Purchase Program
On April 24 2009 the Company entered into a Letter Agreement with the United States Department of Treasury (the Treasury) pursuant to which the Company sold to the Treasury 6000 shares of the Companys Fixed Rate Cumulative Perpetual P referred Stock Series A for $60 million and a warrant to acquire $3 million of Fixed Rate Cumulative Perpetual P referred Stock Series B for a nominal exercise price Immediately upon consummation of the closing the Treasury exercised the warrant and acquired the Series B Preferred Stock The Preferred Stock Series A qualified as Tier 1 capital and paid cumulative dividends q uarterly at a rate of 5 per annum The P referred Stock Series B qualified as Tier 1 capital and paid cumulative dividends quarterly at a rate of 9 per annum The difference between the initial carrying value that was allocated to the Series B Preferred Stock and its redemption value of $3 million will be charged to retained earnings (with a corresponding increase in the carrying value of the Series B Preferred Stock) over the first five years of the contract as an adjustment to the dividend yield using the level yield method During 201 1 the Company elected to suspend dividend payments For the year ended December 31 2012 total dividends of $3462 had been declared but not paid On February 22 201 3 1 3548387 of common shares were issued to the US Treasury in exchange for the $60 million and $3 million of Fixed Rate Cumulative Preferred Stock Series A and Series B respectively The Treasury subsequently sold those shares to institutional investors at $465 per share In addition the Company paid $6 million of dividends to the Treasury which included 1 00 of past due dividends and dividends due through February 22 2013
Note 20 - Regulatory Matters
The Companys primary source of cash is dividends received from its subsidiary bank The subsidiary bank is subject to certain restrictions on the amount of dividends that it may declare without prior regulatory approva L In addition the dividends declared cannot be in excess of the amount which would cause the subsidiary bank to fall below the minimum required for capital adequacy purposes
Banks and bank holding companies are subject to regulatory capital requirements administered by federal banking agencies Capital adequacy guidelines and additionally for banks prompt corrective action regulations involve quantitative measures of assets liabilities and certain off-balance-sheet items calculated under reg ulatory accounting practices Capital amounts and classifications are also subject to qualitative judgments by regulators Failure to meet capital requirements can initiate regulatory action Management believes as of December 3 1 2014 the Company and Bank meet al l capital adequacy requirements to which they are subject
Prompt corrective action regulations provide five classifications well capitalized adequately capitalized undercapitalized significantly u ndercapitalized and critically undercapitaized although these terms are not used to represent overall financial condition If adequately capitalized regu latory approval is required to accept brokered deposits If undercapitalized capital distributions are limited as is asset growth and expansion and capital restoration p lans are required At year-end 201 4 and 2013 the most recent reg ulatory notifications categorized the Bank as well capitalized under the regulatory framework for prompt corrective action There are no conditions or events since that notification that management believes have changed the institutions category
44
STAN DARD BANCSHARES I NC AND SUBSI DIARI ES
NOTES TO CONSOLIDATED FI NANCIAL STATEMENTS (in thousands except share data)
Note 20 - Regulatory Matters (Continued)
The Banks actual and required capital amounts and ratios are as follows
To Be Well Capitalized U nder
For Capital Prompt Corrective Actual Adeguac[ Puqoses Action Provisions
Amount Ratio Amount Ratio Amount Ratio As of December 31 2014 Total Capital
(to risk-based assets) Company $271 785 143 $ 152226 80 NA NA Bank 269993 1 42 1 52229 80 $1 90286 1 00
Tier I Capital (to risk-based assets) Company 247887 1 30 76 1 1 3 40 NA NA Bank 246093 129 761 14 40 1 14 171 60
Tier I Capital (to average assets) Company 247887 1 08 92 1 26 240 NA NA Bank 246 093 1 07 92 1 09 240 1 1 5 1 36 2 5 0
As of December 31 2013 Total Capital
(to risk-based assets) Company $246213 1 38 $142344 280 NA NA Bank 244607 1 38 1 42 170 280 $ 1 77713 2100
Tier I Capital (to risk-based assets) Company 223444 126 71 1 72 240 NA NIA Bank 221 838 1 25 71 085 240 1 06628 2 60
Tier I Capital (to average assets) Company 223444 1 03 86430 240 NIA NA Bank 221 838 1 03 86450 240 1 08 063 2 50
45
STANDARD BANCSHARES INC AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (in thousands except share data)
Note 21 - Capital Management
The overall objectives of the Companys capital management are to have the availability of sufficient capital to support loan deposit and other asset and liability g rowth and to maintain capital to absorb unforeseen losses or write-downs that are inherent in the business risk associated within the banking industry The Company seeks to balance the need for higher capital levels to address growth and unforeseen risks and the goal to achieve an adequate return on capital invested
In July 201 3 the federal banking agencies issued a final rule revising the regulatory capital rules applicable to most national banks and federal savings associations as well as their holding companies generally beginning on January 1 201 5 The rule implements the Basel Committees December 201 O framework known as Basel I l l for strengthening the international capital standards as wel l as certain p rovisions of the Dodd-Frank Act The final ru le implements a revised definition of regu latory capita l a new common equity Tier 1 minimum capital requirement of 450 and a higher minimum Tier 1 capital requirement of 600 (which is an increase from 400) Under the final rule the total capital ratio remains at 800 and the minimum leverage ratio is 400
Additionally under the final rule in order to avoid l imitations on capital distributions including dividend payments and certain discretionary bonus payments to executive officers a banking organization must hold a 25 capital conservation buffer composed of common equity Tier 1 capital above its minimum risk-based capital requirements The b uffer is measured relative to risk-weighted assets The final rule also enhances risk sensitivity and addresses weaknesses identified by the regulators over recent years with the measure of risk-weighted assets
The new minimum capital requirements will b e effective for the Company on January 1 201 5 whereas the capital conservation buffer and the deductions from common equity Tier 1 capital phase in over time beginning on January 1 201 6
Capital Raise
On February 22 201 3 Standard Bancshares Inc completed its recapitalization by issuing 29864795 shares of common stock at $465 per share for gross proceeds of $ 1 389 million 1 3 548387 of the common shares were issued to the US Treasury (the Treasury) in exchange for the $63 million of Fixed Rate Cumulative Preferred Shares Series A and B The Treasury subsequently sold those shares to I nstitutional Investors at $465 per share An additional 16 316408 of common shares were issued to Institutional Investors and private investors Of the aggregate 29864795 common shares issued 1 9430750 are voting shares and 1 0434045 are mm-voting shares
In conjunction with the recapitalization the Articles of Incorporation of the Company were amended to authorize 20000000 shares of preferred stock at $001 par value No preferred stock has been issued as of December 31 2014
Sto ck Settled Rights (SSRs)
On February 22 201 3 in connection with the recapitalization of the Company the Board of Directors distributed as a dividend in kind 7293407 Stock Settled Rights (SSRs) to the holders of the Common Stock as of the Record Date (November 5 2012) The number of SSRs issued is equal to the product of (i) 03888 and (ii) 18757921 the number Common Shares outstanding as of the Record Date The estimated fair value of the SSRs completed by an independent third party as of September 30 2014 and February 22 201 3 was determined to be approximately $026 per SSR or $1 880 and approximately $021 per SSR or $1 532 respectively Expense recorded related to the SSRs was $1 880 in 2014 No expense was recorded in 201 3
46
STANDARD BANCSHARES INC AND SUBSI DIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (in thousands except share data)
Note 21 - Capital Management (Continued)
Stock Settled Rights (SSRs) (Continued)
The SSRs are structured as common stock dividends to be paid to certain common shareholders of the Company under specific conditions The amount of common stock to be distributed is determined by a formula that considers among other things the value of the outstanding common stock at the Settlement Date Settlement Date is defined as the earlier of (i) the date a liquidity event (an I POrecapitalization or a sale of control) occurs during the term of the SSRs and (ii) the SSR Expiration Date (February 22 201 8) The SSRs will be exercised based on the value of the common shares at that time subject to the Settlement Rate formula
The Accretion Rate is a component of the Settlement Rate It is either an middotannual rate of 80 or 120 with the value determined by the cum ulative economic losses that occur in the loan portfolio from June 30 201 1 to the time the SSRs are settled
On the Settlement Date the Company shall determine the number of shares of Common Stock issuable upon the settlement of an SSR The Settlement Rate shall be calculated based on a formula that considers among other factors the value per share of the common stock on a fully diluted basis reduced by the accretion rate with that number divided by the value per share of common stock on a fully diluted basis
If the Settlement Rate is greater than zero the Company shall issue and deliver to each of the SSR Holders a number of shares of Common Stock equal to the product of (i) the Settlement Rate multiplied by (ii) the number of SSRs held by such H older as reflected in the SSR register as of the close of business on the last Business Day prior to such Settlement Date
In connection with the occurrence of a Liquidity Event on or prior to the Expiration Date the Board of Directors may at its option and in its sole discretion order the redemption and the Company may redeem the SSRs in whole or in part at the redemption price per SSR based on a formula that considers the price per share of Common Stock at which the Company is valued on a fully diluted basis in connection with such Liquidity Event as determined in good faith by the Independent Committee plus a l l cash dividends paid oil the common stock from the date of issuance of the SSRs less $465 accreting on a daily basis at the Accretion Rate
The Company hired an independent third party firm to value the SSRs The following variables were taken into consideration when deriving a value for the SS Rs
1 ) The probability of a liquidity event (sale of control or PO) during the term of the SS Rs 2) The Accretion Rate assigned to the Settlement Rate of the SSRs 3) The estimated value of the Companys common stock at the earlier of a) a liquidity event or b)
the SSR Expiration Date (February 22 201 8) 4) The type of liquidity event that might occur 5) Future value parameters including a) tangible common book value b) earnings and c) market
conditions
The valuation of the common shares at the Settlement Date will depend on the Companys financial condition and the market pricing of financial institution stock both on a stand-alone basis and on a sale of control basis at that time
47
STANDARD BANCSHARES I NC AND SUBSIDIARI ES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (in thousands except share data)
Note 22 - Condensed Financial Statements
The Company was incorporated in I l linois on February 23 1 982 The Company accounts for its investment in subsidiaries under the equity method Under this method the investment is recorded at cost adjusted for the subsidiaries undistributed net income (loss) Presented below are the condensed financial statements of Standard Bancshares I nc (Parent Company Only)
Assets Cash Investment in subsidiaries Other assets
Total assets
CONDENSED BALANCE SH EETS DECEMBER 31 2014 AND 2013
Liabilities and shareholders equity Other liabilities Total stockholders equity
Total liabilities amp stockholders equity
2014 $ 4 163
264242 328
$268733
$ 2685 266048
$268733
CON DENSED STATEMENTS O F I N COME YEARS ENDED D ECEMBER 31 201 4 201 3 AND 201 2
2014 I ncome
Other income $
Expenses 2909 Loss before income taxes and equity in undistributed
earnings of subsidiaries (2909) Income tax benefit 88
Loss before equity in undistributed earnings of subsidiaries (2821)
Equity in undistributed earnings (loss) of subsidiaries 1 7 1 1 5
Net income (loss) 1 4294 Preferred dividends and discount accretion on preferred shares
Net income (loss) applicable to common shareholders $1 4294
48
201 3 $ 2 1 95
248 090 1 944
$252229
$ 322 251 907
$252229
201 3 201 2
$ $ 1
1 747 8539
(1 747) (8538) 291 1 0 1 7
(1 456) (7521) 9 629 (23241) 8 173 (30762) 1 1 24 4090
$ 7049 $(34852)
STAN DARD BANCSHARES INC AND SUBSIDIARIES
NOTES TO CONSOLIDATED FI NANCIAL STATEMENTS (in thousands except share data)
Note 22 - Condensed Financial Statements (Continued)
CONDENSE D STATEMENTS OF CASH FLOWS YEARS ENDED DECEMBER 31 2014 201 3 AND 201 2
Cash flows from operating activities Net income (loss)
Adjustments Equity in undistributed net (income) loss of subsidiaries Amortization Stock based compensation expense ( Increase) decrease in other assets Increase (decrease) in other liabilities
Net cash provided by (used in) operating activities Cash flows from financing activities
Issuance of common stock net of issuance costs Capital contribution to Standard Bank Repayment of note payable Cash Dividends
N et cash provided by financing activities
Net increase (decrease) in cash
Cash - beginning of year
Cash - end of year middot
Supplemental schedule of non-cash financing activities Change in par value on common stock Exchange of preferred stock to common stock
49
2014
$ 1 4294
( 17 1 1 5) 28
782 1 616 2363 1 968
1 968
2 1 95
$ 4 163
$ $
201 3
$ 8 1 73
(9629) 29
441 1 872
(4273) (3387)
68598 (41 500) ( 16 1 00)
(6026) 4972
1 585
6 1 0
$ 2 1 95
$ 4277 $63000
201 2
$(30762)
23241 6 1 67
( 1908) 2 043
( 1 2 1 9)
( 1 2 1 9)
1 829
$ 6 1 0
$ $
FORM FR Y-6
STANDARD BANCSHARES INC
Hickory Hills Illinois Year Ending Dccember31 2014
REPORT ITEM
1 The BHC Is not registered with the SEC Coples of the Annual Report Nil be sent undersepirate cover when completed
2a Organization Chart fo Standard BallCShares Inc
I THE BOULEVARD INC
SL John Indiana 100
JnCQrporated in Indiana
2b Branch Verification
STANDARD BANCSHARES INC Hickory Hills Illinois Jncorporateltl In Illinois
STANDARD BANKAND TRUST COMPANY Hickory Hills llllnois
Incorporated In lllnols 100
I STANDARD REDEVELOPMENT INC
Hickory Hills Illinois 100
Incorporated in Illinois
(Not subject to Y-10 reporting ) Code 91 CE - Liquidation Of debts previously contracted
The branch and lax-kl flStings were emailed to branch revieW on 223115
3 (1) As ofyear-end
Name and Address
Trident SBI Holdings lP Greeffilidl CT
Robert E Gallagher Sr Trust John D Gallagher Trustee Palos Heights IL
The Gallagher Standard Bancshares TR Timolhy J GaJagheuror Trustee Hickory Hitls IL
Pantheon Standard LP San Francisco CA
CohesVe Capital Parners LP New York NY W Capital Partners II LP NewYork NY
Couritrlt of Citizenship or lncorooratlon Number and Percentage Of Voting Serurtties
USA 5662194- 1483
USA 5516086 - 1444
USA 4382666 - 1 t47
USA 3762128-985
USA 2 150537 - S63
USA 2 150537 - 563
Note llle shares in the Robert E Gallagher Sr Tr are voted on by John D Gallagher Director of Standard Bank Tue shares Jn the Gallager Standard Bancshares Tr are voted on by Timolhy J Gallagher Director of Standard Bank
3 (2) OtherSharehofors oat listed in Section 3 (1) above that held more than 5 during the year
None
Resuhs A Ilse of branches forvour holdln1 company STANDARD 8ANCSHARES INC (1245590) or HICKORY HILLS IL
The d1ta are n of 12312014 Data re II Kb information tlat wu received aod processed throuah 01072015
Rconcill1Uon and Vc1Uon St I DI 1 In the DIH Action column of each br111Ch row enter one or mort of the actioru specified below
2 If required enter the date In the Ettcttve Olte column
-OK tf the bnch Information s correct enter OK in the Oita AdJon column
Chi nee If the bndl Information Is Incorrect Of Incomplete revt the data enter Chance In the Dita Action column ind the d11te when this infOfmation first became v1lid In the Effective Ote column
am If a bnch listed was sold or clowd enterOose In tht Dita Action column and the s1e or dosured11te In the EtfectW Olte colurm
Olete If a bru1eh listed wu never owntd by this depository Institution enter Delete In the Oeta Acckgtn column
Add If a rt portable brtinch Is mlsslna lnStrt a row add the branch data ald entu Add In the Olt1 Action column and the opening or acquisition date In the Effecttve Date column
If prntln1 this list you m1y need to adjust your page Utup In MS E11ce1 Try using landscape orientation page sollria andor legal sized paper
Submlnion PfOOtdurbull When you ire finished send a saved copy to vour FRB contact Su the detailed lnlttldlons on this si for more informatlon
II voY are mailinamp this to your FRB conttct put your lnstitutlon name dty and state In the subjact llrie of the e-nWI
Note To satisfy the FR Y-10 reportln1 requirements YoU must tiho submit FR Y-10 Domestic Branth Schedules for each branch with a Data Actlon of Olan1e Close Delete or Add
Thbull FR Y-10 report may be submitted 1n a hardcopy format or 11ia the FR Ymiddot10 OnH11e application middot httpsylOonllnefederalrerve1ov
bull FDtC UNINUM Office Number and ID_RSSO co1unvu ara for reference only Verification of these values is not required
- - 8nch Suvlce Type Branch 10 RSSO ia- terNeme Street Address City
ok FuUServltefHud Officel 19730 STAN OARD BANK ANO TRUST COMPANY 7800 WEST 9STH STREET HICKORY HILLS
ok Full Service 3202168 BOLINGBROOK BRANCH 282 NORTH WEBER ROAD BOLINGBROOK
ok Limited Strvce 4126065 CALUMET CITY 1968 SIBLEY BOULEVARD CALUMET CITY
FullSetvke 3309928 CLARK STREET 8RANOi 3747 NORnt CLARK STREET atlCAGO
ok FullServiett 474339 EWING BRANOf 10635 SOUTH EWING AVENUE CHICAGO
ok Full Servtce 2079925 HEGWISCH BRANCH 13336 SOUTH BALTIMORE AVENUE CHICAGO
ok limited Se-rvke 20817)5 SOUnt DERRING FACILITY 10535 SOVTH TORRENCE AVENUE CHICAGO
Full Service 4099271 THOREK BRANOi 836 WEST IRVING PARK ROAD OUCAGO
ok Full Service 2121280 COAL CITY BRANot 20 SOUTH KANKAKEE COAlCITY
full Service 2809038 EVERGREEN PARK BRANCH 2400 WEST 95TH STREET EVUtGREEN PARK
ok Full Service 3188909 FRANKFORT BRANCH 19997 LA GRANGE ROAD FRANKFORT
Full5etvice 810436 CiARONERBRANCJ1 118 DEPOT STREET GARDNER
ok FultSrvlct 3188897 JOLIET ampRANCJ1 2398 ESSINGTON ROAO JOLIET
Full Service 3439553 LOClCPORT BRANCH 16545 WEST 159TH STREET LOCKPORT
ok Full Service 290931 LYONSlST AVENUE BRANCH 8601 OGDEN AVENUE LYONS
ok Full Service 3671504 MINOOKA BRANCH 515 WESTUS ROUTE 6 MINOOKA
ok LlmltcServfce 2111338 MOAAIS LISBON BRANCH 1433 USBON STREET MORRIS
ok Full Servkt 2809010 MORRIS ROUTE 6 BRANCH 1111 WEST US ROUTpound 6 MORRIS
Ful1 Servlct 2809047 NAPERVILLE BRANCH 1607 NORTH AURORA ROAD NAPERVILLE
ok full 5ervfce 2809056 NEW LENOX BRANCH 456 NELSON ROAD NEW LENOX
Full sMce 2103129 OAK FOREST BRANOf 15901 SOUTH CENTRAL AVENUE OAX FOREST
ok Full SeMct 3490255 OAK LAWN lllTH BRANOf 4700 WEST 111TH STREET OAK LAWN
ok Full Sfrvlce 2096717 OAK LAWN 95TH BRANCH 4001 WEST 95TH STREET OAK LAWN
ok Full Service 2295538 ORLAND PARK BRANCH lSCXJO SOUTH WOLF ROAD ORLAND PARt
State VpCode
IL 60457
IL 60440
IL 60409
IL E06H
IL 00617
IL 0063
IL 00617
IL 60613
IL 60416
IL 60805
IL 6042
IL 60424
IL 60435
IL 60441
IL 60534
I L 60447
IL 60450
IL 60450
IL 60563
IL 60451
IL 60452
IL 60453
IL 60453
IL 60467
County CawN FDICUNINUM Offb Numberbull Haad otfice Head Office 10 RSSD Comments
COOK UNITEO STATES 10748 0 STANOARO BANK ANO TRUST COMPANY 19730
Will UN ITED STATES 419532 34 STANDARD BANK ANO TRUST COMPANY 19730
COOK UNITED STATES 510611 44 STANDARD BANK AND TRUST COMPANY 19730
COOK UNITpound0 STATES 429662 35 STANDARD BANK ANO TRUST COMPANY 19730
COOK UNITED STATES 12089 18 STANDARD BANK AND TRUST COMPANY 73ltgt
COOK UNITED STATES 244100 20 STANDARD BANK ANO TRUST COMPANY 19730
COOK UNITED STATES 244099 19 STANDARD BANK ANO TRUST COMPANY 19730
COOK UNITED STATpoundS 510612 4S STANDARD BANKANDTRUSTCOMPANV 1973ltgt
GRUNDY UNITED STATES 263852 17 STANDARD SANK AND TRUST COMPANY 730
COOK UNITED STATES 13875 4 STAN OARD BANK AND TRUST COMPANY 19730
Will UNITED STATES 357237 15 STAN OARD BANK AND TRUST COMPANY 19730
GRUNDY UNITED STATES 7234 1 STAN DARO BANK ANO TRUST COMPANY 19730
Will UNITED STATES 238ASA 13 STANDARD BANK ANO TRUST COMPANY 19730
Will UNlTEO STATES 450324 38 STAN OARD BANK AND TRUST COMPANY 19730
COOK UNITED STATES 10912 22 STANDARD BANK ANO TRUST COMPANY 19730
GRUNDY UNITED STATES 465426 42 STANDARD BANK AND TRUST COMPANY 1973ltgt
GRUNDY UNITED STATES 266774 16 STANDARD BANK ANO TRUST COMPANY 1730
GRUNDY UNITED STATES 2243S6 10 STANDARD BANK AND TRUST COMPANY 19730
OU PAGE UNITED STATES 238451 6 STANDARD BANK ANO TRUST COMPANY 19730
Will UNITED STATpoundS 238452 11 STAN OARD BANK ANO TRUST COMPANY 19730
COOK UNTED STATES 244101 21 STANDARD BANK AND TRUST COMPANY 19730
COOK UNITED STATES 441863 36 STANDARD BANK AND TRUST COMPANY 19730
COOK UNITED STATES 238447 1 STANDARD BANK AND TRUST COMPANY 19730
COOK UNITED STATES 238450 5 STANDARD BANt AND TRUST COMPANY 19730
ok Fullrvke 2100379 PALOS 11HH BfANOl 11901 SOUTHWEST HIGHWAY PALOSPARIC ll 00464 COOK UNITED STATES 238448 2 STAN DARO BANK AND TRUST COMPANY 19730
ok rulSltVice 2427544 PALOS lllST BRANCH 9700WEST lllST STREET PALOS PARK ll 00464 COOK UNlTEOSTATES 238449 3 STAN DARO BANK AND TRUST COMPANY 19730
ot llmtedSrvke 3490273 NORTH RIVERSIDE BRANCH BJSOWEST CERMAK ROAD RlvtRSlDE ll COOK UNITED STATES 441864 37 STANDARD BANK AND TRUST COMPANY 19730
ot FuLServke 3202171 SHOREWOOD BRANOl 970 BROOK FOREST AVENUE SHOREWOOD It - t UNITED STATES 419531 33 STANDARD BANICANDTRUSTCOMPANY 19730
ok FulSrvlee 3188918 VILLA PARK BfWIOi 1 WESrRoostVrlTROAD VlltAPARIC It 50181 OUPAGE UNITED STATES 238455 14 STANDARDBANKANDTRUSTCOMPANY 19730
ok FulSrvke WllMINGTON BRANCH lOOSSOUTH WATER STREET WILMINGTON It 004 lt UNITED STATES 238453 12 STANDARD BANK AND TRUST COMPANY 19730
ok Fulfrvk 3197031 CHESTERTON BRANCH middot 755 JNDIAN BOUNDARY ROAD OIESTERTON IN PORTER UNITEDSTAlES 275664 32 STANDARD BANK AND TRUST COMPANY 19730
ok ruUrvic 2161D17 EASTCHCAGO BRANCH 4518 lNOANAPOUS BOULEVARD EAST CHICAGO IN 46312 lAKE UNITEDSTAlES 29 STANDARDSANKANDTRUSTCOMPANY 19730
ok Fulrvk 4913n HAMMOND BRANCH 1007 CALUMET AVENUE HAMMOND IN 46324 AKE UNITEDSTAlES 42227 30 STANDARD BANK AND TRUST COMPANY 19730
Fulrvlc 2161D3S HIGHtAND BRANCH 2930 RIDGE ROAD HIGHLAND IN 46322 UNITEOSTAlES 275659 27 STANDARD BANK AND lRUST COMP AN I 19730
ot Futtsrvke 2161044 LOWHl BRANCH 2090 EAST COMMERICALAVENUE LOWELL IN 463Sfgt21r AKE ONITEDSTAlES 275661 28 STANDARD BANK ANDTRUSTCOMPANI 19730
ok Full Srvlce 3439562 MERRlllVlllE BRANCH 579WESTUNCOlN HIGHWAY MERRlllVlllE IN 46410 AKE ONlEO STATES 450325 39 STANDARD BANK AND TRUST COMPANI 19730
ok Full Srvice 453712 SAINT JOHN BRANCH 9321 WICKER AVENUE SAINT JOHN IN 46373middot00 AKE ONtlEDSTATES 42414 26 STANDARD BANK AND rnusr COMPANY 19730
middot
Report ttem 4 Directors and Office (1) Name amp Address
J-Ohn R Barber New York NY
Christopher Doody Ne-vYork NY
1pound1 Pnncipal Occupation [rtmiddotrmiddotwittl BHC
Mariaging Partner eohesiVe ea pita I
Princlpal Storm Point Capital
(3) (bull) TrtiePosition with BHC Diredor
Director
FORM FR Y-9
STANDARD BANCSHARES INC Fiscal YearEnding Decttmber3112014
(3) lb) ltlePosition wffi1 Subsidiaries
NIA
NIA
(3) (c TrtlePosltlon wttn otherbuslne$es
Managtng Partner Cohesive Capital
Principal Stone Point Ciipitit
bull Stone Point ls the manager of the TriOOnt funds which are investment entities that own 25 or morn of the outstanding voting seairities orinlerests in various companles Mr Doody ls an ernployee and officer of Stone Point and is oo deemed to contror S1oria Point or the Trldent Funds He is not a principal securities holder of Stone Point or the Trident Funds The invstmenl committees of the Trident Funds are responsible for voting the shares or such companies and Mr Doody is not a member of the investment committees of the Trident Fonds A sctiedule of such companies in which U1e Trident funds hnve invested is available upon request
John o Gallagher Ortand Park IL
Managing Genera[ Partner OfdlarU Hill Bldg Co
Director Dior-standarU Bank
Managin9 GenerBi Partner Orchard HlllmiddotB1dg Co President Ordiard Hm Building Co Inc
Managing Member Qnhard Hill Construction LLC
Managing Membelt Austin Construction Co bull LLC
Presdenl Bougton Development Co
President ennStructildeg Co lnc
Prestdenl middot Farmingdare Development eomiddot
middotana9in middotRa -middot middot fariTijngdre _Mittwo middot
Pldciit_ _ Fam1r9dale Utilify Co_
Managing Partner Frtz91erald Lad lnvestment Ptshp
(4) a) 1w of Voting Shares in BHC
563
middot1483
14450
(4)(o) (4) (b) Names of othfr companitts 4 of Voting (if 25 ormorl voting Shares in Subs securities a held
NIA
NIA
NIA
NIA
NIA
NIA
NIA
NIA
NIA
NIA
Dryden Cons1rudioo Co Inc 100
NIA
NIA
NIA
Frtzgerald Land Investment Plshp 25
(1) Name amp Mdlt=
John D Gallagher CJriand Pru IL
(2) Principal rbull _ BHC1
(3) (b) TdfePosition wiU1 SubsXfiarics
(J)(c TrtiePttSition wTUi other buslncssts
Trustee-Vote 100 Galla171ormiddot Henr)Tnisl
- Gallagher amp Henry Inc
Prumlaquo GaDaQhef Parloecs LP GB4 Jnc
Managing Partner Gl6mwod DevelopmElnt Co
Managmjl farlnelt Heruy Co Managmo Hermann Umd Investment Ptshp
Managing- Kolarlrugtd I lgthp Preltldeot Kokast -kimes Inc
PreSdenl Coo$trixtioo middotmiddot nc
- -MiAdams 400 Investment Ptshp
Msoagir(Q Partner Meifefl1 id lnpoundiiini _Pthp Managing Partner sr middotGod 1nVeslmoo Pbhp Managiog Partnef
-LampftPtshp TruSt6e
ThOGalfaghmiddotorSliujiini middot Trust
(4) (bull) of Voting Shares in BHC
(4) (b) of Voting Shares In SUbs
Names of other companies frf 25 degmom voting securiDes arn heJd NIA
NIA
NIA
NIA
NIA
NIA
NIA
Hennarm Lnnd Investment Ptshp 25
K6irland lovStrnerrlPiStip 25 NIA
NIA
NIA
Laod lNeStrnloi PlShp 25
df1li3 lfjJrlvtrpnt PWiP 25
Land l hp 25
e(Lao1fl PtShp 25_-xmiddotmiddot middot
standard tWesTrust 25 middot
(1) Name amp Address
Tnnothy J GsJlaghet Burr Ridge IL
(2) Principal Occupation [d other than with BHC)
(J) (a) TrltePosifion wtth BHC
(3)(b) TdiePosffion wittl Subskfcuies
OlaHrnan of the Board
(J) (c) TitlePosition with other businees
PreOOeot Brittany Glen Homeownoc l=gtc Suffield Woods Homeowner Assoc FanntngdaJe Viage Com Assoc fumlogdale Vdlage Com Assoc 2 Misty Meadoyenr Homeowner Assoc 1ltings1on Hills liomeOMler Assoc Gallagheramp Henrys Condos Goodiogs Grove Assoc Ganaghcr amp Heruys Goocfings Grove Umbretia Assoc Farmingdale Vil Cooos of Woodridge Homeowner Assoc Radc5ffe rtMe TOvlfflhomes Assoc
BNC OWnefs Assodatioo
Boughton Woodward Commenial Center LLC su-lgle MembeltUC- GB4 i5 member
Union Poirrte Investors Uc Sing1e MemberlLC- Union PcWe Oevclopmeot Co b member
Uoion POOte Buadlog Venture 1lLC Union 00rt lnvestorn LlC ts member Union Pofrrte Buikfing Venlilre 112 LLC Unton Point nveslor lLC is member
Union Pointe Boikfing Venture 3 LLC Union Poinl lnveslors UC is member
standgtnJ Bank -ALm1 Construction Co LlC
Pminlaquo Frtzyerald Lnnd Investment Pbttp
(lt)(bull) ofVotlng Shares in BHC
11520
(4) (b) ofVotiog Shares in Subs
NIA
Names of other companies (If 25 or l1XgtflJ voting securities aro held
NIA NIA NIA NIA NIA NIA NIA WA NIA NIA NIA
WA
NIA
WA
WA
NIA
NIA
WA
NIA
NIA
NIA
WA
WA
(1) =
Timothy J GJJbghctshyBorr Ridge IL
(2) Principal (if oUJef than wtth BHC)
3 (a) TitlePosition wilh BHC (3) 1c) Trtielosilion with other businesses ampcretuy amp Henry Inc
_ GieoMXgtd Developmeot Co
Partner Hermann Land Investment Pt5hp KOOr land Investment Ptstip
Secret3y Kolcast Homes loo
__ Koamp Construction Co Inc
Secrebgty Ordnrd Hin Buikfing Co Inc
Pa1nelt srrvb land 1ovestrnent Pshp -Smotelt Land Investment Ptshp Trustee- Vote 100 The Gollagher stmdafd
Trust
-- uruoo Pointe Development Co
lt4)(a) ofVotiog Shares in BHC
(4) (b) of Voting Shares In Sobs
tfamos of othcreomnk (lf25 ormoro vo6ng sccuritios arc held
NIA
NIA
NIA
Hennano Land Investment Ptshp 25
Kolar land Investment Pshp 25
NIA
NIA
NIA
Maas Land Investment Ptshp 25
McAdams Iand lnv=tmeni Plshp 25
Medema land lnvestme111 Ptshp 25
NIA
NIA
NIA
Slivka land Investment Plshp 25
SmoterUmd I Ptshp 25
Unkio Pointe Devdopmcot Co 25
(11 (21 Pl (a) 3 (b) 3) c) 4 (a) (4)b) Names of othelt com pan Name amp Adqross princi Occupation TJdcPositiorl TJHePositiorl TrticPosIDon of Voting of Voting [If 25 or mon voting
(if other than with Bl tc) wtth SHC with Subsidiaries with other businesses Shares In BHC Shares in Subs securities are heJd
Timothy J GaUagilet Slaquoretmy GB4 Inc SurRXgeIL GB4 lnc 251
Uoioo Polnte Bonding Venture 3 UC NIA Uoiont PoCnt lnves1ocs LLC is member
Lawraooe P Kelley NIA DirododVJCO Chaifman Oamp-edooVlce Chairman NIA 023lt))1 NIA NIA Pltullt IL PreraquoleoUCEO -0-0
standam Bank
Atampief Ko-arldt NIA DirodOlt Dirodoc NIA 0140 NIA NIA 1-fmsdak ll -
Howrd K Priess JI - deg Dirodoc Solo Pradiltgtoelt 0140 NIA NIA NapeMe IL Standard Bank
Owner White Oak Construction LlC Wh4te Oak Construction LLC 100
Robert A RoslKWt NIA Lead ndepcodeot Director oltedoc NIA D140( NIA NIA QOCago u standanl Bank
Charles E Shomo rv NIA deg Ciredor NIA 013lfI( NIA NIA Bur Ridgo IL standam Bank
Patrick J Hunt NIA _ Executive VPCFO NIA 008 NIA NIA Palos Heights IL EVPCfO standanl Bank
deg Scoltzu NIA Asst VPJAssl Asst VPAsst Secy NIA 00CXgt1 NIA NIA
Everyreen Park IL Sea-- SiandagtO Bank
STANDARD BANCSHARES INC AND SUBSIDIARI ES
N OTES TO CONSOLI DATED FI NANCIAL STATEMENTS (in thousands except share data)
Note 1 3 - Employee Benefit Plans (Continued)
As of December 3 1 2014 there was $1 059 of total unrecognized compensation cost related to nonshyvested performance vested options granted under the Plan The cost is expected to be recognized when it is determined that it is probable that a qualifying Exit Event will occur
Note 1 4 - Commitments
Operating Leases
The Bank leases property at various branch locations unde r terms that are considered to be an operating lease The leases expire in various years through 2020 Office rent expense was $728 $875 and $919 for 2014 2013 and 2012 respectively
Other Co mmitments
The Bank has a contract with a computer seNice company that expires in 201 6 Data processing expense was $2729 $2746 and $2424 for 201 4 201 3 and 2012 respectively
Annual future minimum payments for these agreements are as follows
Note 1 5 - Income Taxes
Year ending December 31 201 5 201 6 2017 20 1 8 201 9 2020 and thereafter
$3037 2884
394 203 1 26
1 6 $6 660
The components of the provision (benefit) for income taxes are as follows
Current Deferred Total Tax Expense (Benefit)
2014 $ 3494
7 1 62 $ 1 0656
201 3 $ 2373
3425 $ 5798
2012 $ 1 306
(6928) $ (5622)
The effective tax rate differs from the federal statutory rate primarily due to the following
Tax at statutory federal income tax rate Tax exempt interest income State income taxes net of federal benefit BOLi income Meals and entertainment Non-deductible expenses Goodwill impairment
201 4
$8483 (133) 1 5 1 6 (486)
77 76
Stock settled rights expense 639
201 3 $ 4750
(82) 766
(486) 84
1 02
2012 $(1 2371 )
(1 08) (866) (500)
79 80
8 1 55
O th enet--=====48=====664=--====(-l --
$1 0656 $ 5798 $ (5622)
37
STANDARD BANCSHARES INC AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (in thousands except share data)
Note 1 5 - Income Taxes (Continued)
The net deferred tax asset included at December 31 2014 and 2013 consists of the following
2014 201 3 Gross deferred tax assets
Allowance for loan losses $19212 $23305 Other real estate owned 2866 49 1 6 Non-accrual loan interest 4064 3 991 State net operating loss 1 835 2358 Accrued compensation 1 938 1 471 Depreciation 1 387 1 412 FNMA amp FHLMC preferred stock 1 270 1 270 Other assets 271 434
Total gross deferred tax assets $32843 $39 157
Gross deferred tax liabilities Purchase accounting adjustments $ 1 069 $ 1 282 Mortgage servicing rights 946 1 060 Unrealized gainloss on AFS securities 1 1 9 692 Other liabilities 1 306 1 31
Total gross deferred tax liabilities $ 3440 $ 3 165
Net deferred tax asset $29403 $35992
At December 31 2014 the Company has $33929 of Illinois net operating loss carryforwards expiring in 2025 and $2330 Indiana net operating Joss expiring in 2025 and 2026 which will be available to reduce future taxable income
The Company does not expect the total amount of unrecognized tax benefrts to significantly change in the next twelve months The Company recognized no interest andor penalties related to tax matters in tax expense
The Company and its subsidiaries are subject to US federal income tax as well as income tax of the state of Illinois and Indiana The Company is no longer subject to examination by taxing authorities for years before 201 0
3 8
STAN DARD BANCSHARES INC AND SUBSIDIARIES
NOTES TO CONSOLI DATED FI NANCIAL STATEMENTS (in thousands except share data)
Note 1 6 - Contingent Liabilities and Commitments
The Company does not reflect in its financial statements various commitments and contingent liabilities which arise in the normal course of business and which involve elements of credit risk interest rate risk and liquidity risk These commitments and contingent liabilities are commitments to extend credit commercial letters of credit and standby letters of credit A summary of the Banks commitments and contingent liabilities at December 31 is as follows
Commitments to extend credit under Unused commercial and other lines of credit Unused equity lines of credit Standby letters of credit
2014 201 3
$262907 46 125 42041
$234893 52905 40284
Commitments to extend credit commercial letters of credit and standby letters of credit a l l include exposure to some credit loss in the event of nonperformance of the customer The Banks credit policies and procedures for credit commitments and financial guarantees are the same as those for extension of credit that are recorded on the consolidated balance sheet Because these instruments have fixed maturity dates and because many of them expire without being drawn upon they do not generally present any significant liquidity risk to the Bank The Bank has not incurred any significant losses on its commitments in either 2014 201 3 or 2012
The Bank is party to litigation and claims arising in the normal course of business Management after consultation with legal counsel believes that the liabilities if any arising from such litigation and claims will not be material to the Companys consolidated financial position
Note 1 7 - Derivatives
D erivative contracts entered into by the Company are limited to those that are treated as non-designated derivative instruments The Company provides customers with interest rate swap transactions and offsets the transactions with interest rate swap transactions with inter-bank dealer counterparties as a means of offering risk management solutions to customers As ofDecember 3 1 2014 there were $6006 outstanding in notional values of swaps where the Company pays a variable rate of interest and the customer pays a fixed rate of interest This position is offset with counterparty contracts where the Company pays a fixed rate of interest and receives a floating rate of interest The estimated fair value of interest rate swaps was recorded as an asset of $207 and as a liability of $214 as of December 31 2014 Swaps with customers and inter-bank dealer counterparties are carried at fair value with adjustments recorded in other income The net effect of fai r value adjustments running through the income statement was immaterial during the year ended December 31 2014 There were no interest rate swap derivatives as of December 3 1 2013
3 9
STANDARD BANCSHARES I NC AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (in thousands except share data)
Note 1 8 - Financial I nstruments Fair Value Disclosure
The fair value measurement accounting Hterature establishes a fair value hierarchy which requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value The standard describes three levels of inputs that may be used to measure fair value
1 Level 1 - Unadjusted quoted mariltet prices in active markets that are accessible at the measurement date for identical unrestricted assets
2 Level 2 - Significant other observable inputs other than Level 1 prices such as quoted market prices for similar assets and liabilities quoted prices in markets that are not active or other inputs that a re observable or can be corroborated by observable market data
3 Level 3 - Signlficant unobservable inputs that reflect a reporting entitys own assumptions about the assumptions that mariltet participants would use in pricing an asset o r liability
A financial instruments level within the fair value hierarchy is based on the lowest level of input that is significant to the fair value measurement
Fair values of assets measured on a recurring basis at December 3 1 2014 and 2013 are as follows
De ce mbe r31 2014 Financial Assets
Securities available-for-sale US government sponsored entities and agencies Mortgage-backed securities - residential Equity securities
Total securities available-for-sale
Derivatives
Financial Liabilities
Derivatives
De ce mbe r 31 2013 Financial Assets Securities available-for-sale
US government sponsored entities and agencies Mortgage-backed secu rities - residential Equity securities
Total securities available-for-sale
Fair Value
$1 46307 3668 4 41 9
$1 54 394
$ 207
$ 214
$ 1 24431 1 2203
2 954 $ 1 39 588
Fair Value Measurements Usin1 Quoted Significant P rices Other
in Active Observable Markets Inputs (Level 1 ) (Level 2)
$
392 $ 392
$ -
$ -
$
$1 46307 3668 4 027
$1 54 002
$ 207
$ 2 1 4
$ 1 24431 12203 1 984
$1 38 61 8
Significant Unobservable
Inputs (Level 3)
$
$
$
$
$
$
As of December 31 2014 and 2013 there were no transfers between levels
40
STANDARD BANCSHARES I NC AND SUBSI DIARIES
NOTES TO CONSOLI DATED FI NANCIAL STATEMENTS (in thousands except share data)
Note 1 8 - Financial I nstruments Fair Value Disclosure (Continued)
The fair values of marketable equity securities available-for-sale are generally determined by quoted market prices in active markets for each specific security (Level 1 measurement inputs) If Level 1 measurement inputs are not available for a marketable equity security the fair value is determined by the quoted market price of a similar security traded in an active market (Level 2 measurement inputs)
The fair values of debt securities available-for-sale are generally determined by matrix pricing which is a mathematical technique widely used in the industry to value debt securities without relying exclusively on quoted market prices for the specific securities b ut rather by relying on the securities relationship to other benchmark quoted securities (Level 2 measurement inputs)
Derivative s
The fair value of derivatives are based o n valuation models using observable market data a s of the measurement date (Level 2) Our derivatives are traded in an over-the-counter market where quoted market prices are not always available Therefore the fair values of derivatives are detenmined using quantitative models that utilized multiple market inputs The inputs will vary based on type of derivative but could include interest rates prices and indices to generate continuous yield or pricing curves prepayment rates and volatility factors to value the position The majority of market inputs are actively quoted and can be validated through external sources including brokers market transactions and thirdshyparty pricing services
Fair values of assets measured on a nonrecurring basis are as follows
Oe ce mbe r31 2014 Other real estate owned net Impaired loans Loans held for sale Mortgage servicing rights
De ce mbe r 31 2013 Other real estate owned net Impaired loans Loans held for sale Mortgage servicing rights
Fair Value
$ 1 6233 41 895
8274 2435
$12 930 54 1 62
5408 2726
Fair Value Measurements Using Quoted Significant Prices Other
in Active Observable Markets Inputs (Level 1 ) (Level 2)
$ $
8274
$ - $
5408
Significant Unobservable
Inputs (Level 3)
$ 1 6233 41 895
2435
$1 2930 541 62
2726
Other real estate owned are initially recorded at fair value less costs to sell when acquired and are subsequently measured at the lower of cost or fair value less estimated costs to sell Fair values are based on third party appraisals of the property or internal valuations on smaller properties using comparable market data and various external resources resulting in a level 3 classification When the carrying value exceeds the fair value less costs to sell an impairment loss is recognized
The fair value of impaired loans secured by real estate with specific allocations of the allowance for loan --------- 1osses-is-generally-based-on--recent-real-estate-appraisals-or-internal-valuations-on-smaller-prnperties--shy
using comparable market data and various external resources These appraisals may utilize a single
41
STANDARD BANCSHARES INC AND SUBSI DIARIES
NOTES TO CONSOLI DATED FI NANCIAL STATEMENTS (in thousands except share data)
Note 1 8 - Financial Instruments Fair Value Disclosure (Continued)
valuation approach or a combination of approaches including comparable sales and the income approach resulting in a level 3 classification
Loans held for sale are carried at the lower of cost or fair value which is evaluated on a pool-level basis The fair value of loans held for sale is determined using quoted prices for similar assets adjusted for specific attributes of that loan or other observable market data such as outstanding commitments from third party investors resulting in a level 2 classification
The Company records its mortgage servicing rights at fair value and includes them in other assets in the Consolidated Balance Sheets Mortgage servicing rights do not trade in an active market with readily observable prices Fair value is based on market process for comparable mortgage servicing contracts when available or alternatively is based on a valuation model that calculates the present value of estimated future net servicing income Key economic assumptions used in measuring fair value of mortgage servicing rights at December 31 2014 included prepayment speeds maturities and discount rates While market based data is used to determine the assumptions the Company incorporates its own estimates of the assumptions market participants would use in determining the fair value of mortgage servicing rights which results in a level 3 classification
De cembe r 31 2014 Assets Cash and cash equivalents Securities held-to-maturity Securities available-for-sale Loans - net Loans held for sale Federal Home Loan Bank stock at cost Accrued interest receivable Derivatives
Liabilities
Deposits Federal Home Loan Bank advances Accrued interest payable Derivatives
De ce mbe r 31 2013 Assets
Cash and cash equivalents Securities held-to-maturity Securities available-for-sale Loans - net Loans held for sale Federal Home Loan Bank stock at cost Accrued interest receivable
Liabi lities Deposits Accrued interest payable
42
Carrying Value
$ 1 99476 3888
1 54394 1 744331
8274 3247 59 1 9
207
$ 1 993572 1 5000
265 214
$ 234 1 83 1 762
1 39588 1 61 9995
5408 3 143 5 576
$1 91 9 1 05 286
Fair Value
$ 1 99476 3 564
1 54394 1 798279
8274 3247 591 9
207
$1 992796 1 4984
265 214
$ 234 1 83 1 41 5
1 39588 1 679668
5408 3 143 5576
$ 1 920335 286
STANDARD BANCSHARES I NC AND SUBSI DIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (in thousands except share data)
Note 1 8 - Financial I nstruments Fair Value Disclosure (Continued)
In estimating the fair value of certain assets and liabilities not previously presented the following assumptions were made
Cash and Cash Equivalents
The carrying amounts of cash and equivalents reported in the balance sheet approximate fair value
Securities
Estimated fair values of securities are based on one of three models 1 ) quoted market prices where available 2) quoted market prices for similar instruments if quoted market p rices are not available 3) unobservable data that represents the Banks assumptions about items that market participants would consider in determining the fair value where no market data is available
L oans
Fair values of loans excluding loans held for sale are estimated as follows For variable rate loans that re-price frequently and with no significant change in credit risk fair values are based on carrying values Fair values for other loans are estimated using discounted cash flow analyses using interest rates currently being offered for loans with similar terms to borrowers of similar credit quality to calculate the present value of future contractual principal and interest cash flows and discounting them back to the present using a discount rate Impaired loans are valued at the lower of cost or fair value as described previously The methods utilized to estimate the fair value of loans do not necessarily represent an exit price
The fair value of loans held for sale is estimated based upon binding contracts and quotes from third party investors
Federal Home Loan Bank (FHLB) Stock
The carrying amounts reported in the balance sheet approximate fair value
Accrued Interest Receivable I Payable
The carrying amounts reported in the balance sheet approximate fair value
Deposits
The fair values disclosed for demand deposits (eg interest and non-interest checking passbook savings and certain types of money market accounts) are by definition equal to the amount payable on demand at the reporting date (ie their carrying amount) The carrying amounts of variable rate fixed-term money market accounts and certificates of deposit approximate their fair values at the reporting Fair values for fixed rate certificates of deposit are estimated using a discounted cash flows calculation that applies interest rates currently being offered on certificates to a schedule of aggregated expected monthly maturities on time deposits
Federal Home Loan Bank Advances
The fair value of Federal Home Loan Bank advances is estimated using discounted cash flow analyses --------based-on-the-currentborrowing-rate-of-similartypes-of-advances
43
STANDARD BANCSHARES I NC AND SUBSIDIARI ES
NOTES TO CONSOLI DATED FINANCIAL STATEMENTS (in thousands except share data)
Note 1 8 - Financial I nstruments Fair Value Disclosure (Continued)
Off-balance sh eet in strum ents
Fair asset andor liability value of off-balance sheet financial instruments as described in Note 1 6 may be estimated by applying fees currently charged for comparable commitments Based upon the qual ity of these commitments and their demand in the financial market it has been assumed that there is no material difference in the estimated fair value
Note 1 9 - TARP Capital Purchase Program
On April 24 2009 the Company entered into a Letter Agreement with the United States Department of Treasury (the Treasury) pursuant to which the Company sold to the Treasury 6000 shares of the Companys Fixed Rate Cumulative Perpetual P referred Stock Series A for $60 million and a warrant to acquire $3 million of Fixed Rate Cumulative Perpetual P referred Stock Series B for a nominal exercise price Immediately upon consummation of the closing the Treasury exercised the warrant and acquired the Series B Preferred Stock The Preferred Stock Series A qualified as Tier 1 capital and paid cumulative dividends q uarterly at a rate of 5 per annum The P referred Stock Series B qualified as Tier 1 capital and paid cumulative dividends quarterly at a rate of 9 per annum The difference between the initial carrying value that was allocated to the Series B Preferred Stock and its redemption value of $3 million will be charged to retained earnings (with a corresponding increase in the carrying value of the Series B Preferred Stock) over the first five years of the contract as an adjustment to the dividend yield using the level yield method During 201 1 the Company elected to suspend dividend payments For the year ended December 31 2012 total dividends of $3462 had been declared but not paid On February 22 201 3 1 3548387 of common shares were issued to the US Treasury in exchange for the $60 million and $3 million of Fixed Rate Cumulative Preferred Stock Series A and Series B respectively The Treasury subsequently sold those shares to institutional investors at $465 per share In addition the Company paid $6 million of dividends to the Treasury which included 1 00 of past due dividends and dividends due through February 22 2013
Note 20 - Regulatory Matters
The Companys primary source of cash is dividends received from its subsidiary bank The subsidiary bank is subject to certain restrictions on the amount of dividends that it may declare without prior regulatory approva L In addition the dividends declared cannot be in excess of the amount which would cause the subsidiary bank to fall below the minimum required for capital adequacy purposes
Banks and bank holding companies are subject to regulatory capital requirements administered by federal banking agencies Capital adequacy guidelines and additionally for banks prompt corrective action regulations involve quantitative measures of assets liabilities and certain off-balance-sheet items calculated under reg ulatory accounting practices Capital amounts and classifications are also subject to qualitative judgments by regulators Failure to meet capital requirements can initiate regulatory action Management believes as of December 3 1 2014 the Company and Bank meet al l capital adequacy requirements to which they are subject
Prompt corrective action regulations provide five classifications well capitalized adequately capitalized undercapitalized significantly u ndercapitalized and critically undercapitaized although these terms are not used to represent overall financial condition If adequately capitalized regu latory approval is required to accept brokered deposits If undercapitalized capital distributions are limited as is asset growth and expansion and capital restoration p lans are required At year-end 201 4 and 2013 the most recent reg ulatory notifications categorized the Bank as well capitalized under the regulatory framework for prompt corrective action There are no conditions or events since that notification that management believes have changed the institutions category
44
STAN DARD BANCSHARES I NC AND SUBSI DIARI ES
NOTES TO CONSOLIDATED FI NANCIAL STATEMENTS (in thousands except share data)
Note 20 - Regulatory Matters (Continued)
The Banks actual and required capital amounts and ratios are as follows
To Be Well Capitalized U nder
For Capital Prompt Corrective Actual Adeguac[ Puqoses Action Provisions
Amount Ratio Amount Ratio Amount Ratio As of December 31 2014 Total Capital
(to risk-based assets) Company $271 785 143 $ 152226 80 NA NA Bank 269993 1 42 1 52229 80 $1 90286 1 00
Tier I Capital (to risk-based assets) Company 247887 1 30 76 1 1 3 40 NA NA Bank 246093 129 761 14 40 1 14 171 60
Tier I Capital (to average assets) Company 247887 1 08 92 1 26 240 NA NA Bank 246 093 1 07 92 1 09 240 1 1 5 1 36 2 5 0
As of December 31 2013 Total Capital
(to risk-based assets) Company $246213 1 38 $142344 280 NA NA Bank 244607 1 38 1 42 170 280 $ 1 77713 2100
Tier I Capital (to risk-based assets) Company 223444 126 71 1 72 240 NA NIA Bank 221 838 1 25 71 085 240 1 06628 2 60
Tier I Capital (to average assets) Company 223444 1 03 86430 240 NIA NA Bank 221 838 1 03 86450 240 1 08 063 2 50
45
STANDARD BANCSHARES INC AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (in thousands except share data)
Note 21 - Capital Management
The overall objectives of the Companys capital management are to have the availability of sufficient capital to support loan deposit and other asset and liability g rowth and to maintain capital to absorb unforeseen losses or write-downs that are inherent in the business risk associated within the banking industry The Company seeks to balance the need for higher capital levels to address growth and unforeseen risks and the goal to achieve an adequate return on capital invested
In July 201 3 the federal banking agencies issued a final rule revising the regulatory capital rules applicable to most national banks and federal savings associations as well as their holding companies generally beginning on January 1 201 5 The rule implements the Basel Committees December 201 O framework known as Basel I l l for strengthening the international capital standards as wel l as certain p rovisions of the Dodd-Frank Act The final ru le implements a revised definition of regu latory capita l a new common equity Tier 1 minimum capital requirement of 450 and a higher minimum Tier 1 capital requirement of 600 (which is an increase from 400) Under the final rule the total capital ratio remains at 800 and the minimum leverage ratio is 400
Additionally under the final rule in order to avoid l imitations on capital distributions including dividend payments and certain discretionary bonus payments to executive officers a banking organization must hold a 25 capital conservation buffer composed of common equity Tier 1 capital above its minimum risk-based capital requirements The b uffer is measured relative to risk-weighted assets The final rule also enhances risk sensitivity and addresses weaknesses identified by the regulators over recent years with the measure of risk-weighted assets
The new minimum capital requirements will b e effective for the Company on January 1 201 5 whereas the capital conservation buffer and the deductions from common equity Tier 1 capital phase in over time beginning on January 1 201 6
Capital Raise
On February 22 201 3 Standard Bancshares Inc completed its recapitalization by issuing 29864795 shares of common stock at $465 per share for gross proceeds of $ 1 389 million 1 3 548387 of the common shares were issued to the US Treasury (the Treasury) in exchange for the $63 million of Fixed Rate Cumulative Preferred Shares Series A and B The Treasury subsequently sold those shares to I nstitutional Investors at $465 per share An additional 16 316408 of common shares were issued to Institutional Investors and private investors Of the aggregate 29864795 common shares issued 1 9430750 are voting shares and 1 0434045 are mm-voting shares
In conjunction with the recapitalization the Articles of Incorporation of the Company were amended to authorize 20000000 shares of preferred stock at $001 par value No preferred stock has been issued as of December 31 2014
Sto ck Settled Rights (SSRs)
On February 22 201 3 in connection with the recapitalization of the Company the Board of Directors distributed as a dividend in kind 7293407 Stock Settled Rights (SSRs) to the holders of the Common Stock as of the Record Date (November 5 2012) The number of SSRs issued is equal to the product of (i) 03888 and (ii) 18757921 the number Common Shares outstanding as of the Record Date The estimated fair value of the SSRs completed by an independent third party as of September 30 2014 and February 22 201 3 was determined to be approximately $026 per SSR or $1 880 and approximately $021 per SSR or $1 532 respectively Expense recorded related to the SSRs was $1 880 in 2014 No expense was recorded in 201 3
46
STANDARD BANCSHARES INC AND SUBSI DIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (in thousands except share data)
Note 21 - Capital Management (Continued)
Stock Settled Rights (SSRs) (Continued)
The SSRs are structured as common stock dividends to be paid to certain common shareholders of the Company under specific conditions The amount of common stock to be distributed is determined by a formula that considers among other things the value of the outstanding common stock at the Settlement Date Settlement Date is defined as the earlier of (i) the date a liquidity event (an I POrecapitalization or a sale of control) occurs during the term of the SSRs and (ii) the SSR Expiration Date (February 22 201 8) The SSRs will be exercised based on the value of the common shares at that time subject to the Settlement Rate formula
The Accretion Rate is a component of the Settlement Rate It is either an middotannual rate of 80 or 120 with the value determined by the cum ulative economic losses that occur in the loan portfolio from June 30 201 1 to the time the SSRs are settled
On the Settlement Date the Company shall determine the number of shares of Common Stock issuable upon the settlement of an SSR The Settlement Rate shall be calculated based on a formula that considers among other factors the value per share of the common stock on a fully diluted basis reduced by the accretion rate with that number divided by the value per share of common stock on a fully diluted basis
If the Settlement Rate is greater than zero the Company shall issue and deliver to each of the SSR Holders a number of shares of Common Stock equal to the product of (i) the Settlement Rate multiplied by (ii) the number of SSRs held by such H older as reflected in the SSR register as of the close of business on the last Business Day prior to such Settlement Date
In connection with the occurrence of a Liquidity Event on or prior to the Expiration Date the Board of Directors may at its option and in its sole discretion order the redemption and the Company may redeem the SSRs in whole or in part at the redemption price per SSR based on a formula that considers the price per share of Common Stock at which the Company is valued on a fully diluted basis in connection with such Liquidity Event as determined in good faith by the Independent Committee plus a l l cash dividends paid oil the common stock from the date of issuance of the SSRs less $465 accreting on a daily basis at the Accretion Rate
The Company hired an independent third party firm to value the SSRs The following variables were taken into consideration when deriving a value for the SS Rs
1 ) The probability of a liquidity event (sale of control or PO) during the term of the SS Rs 2) The Accretion Rate assigned to the Settlement Rate of the SSRs 3) The estimated value of the Companys common stock at the earlier of a) a liquidity event or b)
the SSR Expiration Date (February 22 201 8) 4) The type of liquidity event that might occur 5) Future value parameters including a) tangible common book value b) earnings and c) market
conditions
The valuation of the common shares at the Settlement Date will depend on the Companys financial condition and the market pricing of financial institution stock both on a stand-alone basis and on a sale of control basis at that time
47
STANDARD BANCSHARES I NC AND SUBSIDIARI ES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (in thousands except share data)
Note 22 - Condensed Financial Statements
The Company was incorporated in I l linois on February 23 1 982 The Company accounts for its investment in subsidiaries under the equity method Under this method the investment is recorded at cost adjusted for the subsidiaries undistributed net income (loss) Presented below are the condensed financial statements of Standard Bancshares I nc (Parent Company Only)
Assets Cash Investment in subsidiaries Other assets
Total assets
CONDENSED BALANCE SH EETS DECEMBER 31 2014 AND 2013
Liabilities and shareholders equity Other liabilities Total stockholders equity
Total liabilities amp stockholders equity
2014 $ 4 163
264242 328
$268733
$ 2685 266048
$268733
CON DENSED STATEMENTS O F I N COME YEARS ENDED D ECEMBER 31 201 4 201 3 AND 201 2
2014 I ncome
Other income $
Expenses 2909 Loss before income taxes and equity in undistributed
earnings of subsidiaries (2909) Income tax benefit 88
Loss before equity in undistributed earnings of subsidiaries (2821)
Equity in undistributed earnings (loss) of subsidiaries 1 7 1 1 5
Net income (loss) 1 4294 Preferred dividends and discount accretion on preferred shares
Net income (loss) applicable to common shareholders $1 4294
48
201 3 $ 2 1 95
248 090 1 944
$252229
$ 322 251 907
$252229
201 3 201 2
$ $ 1
1 747 8539
(1 747) (8538) 291 1 0 1 7
(1 456) (7521) 9 629 (23241) 8 173 (30762) 1 1 24 4090
$ 7049 $(34852)
STAN DARD BANCSHARES INC AND SUBSIDIARIES
NOTES TO CONSOLIDATED FI NANCIAL STATEMENTS (in thousands except share data)
Note 22 - Condensed Financial Statements (Continued)
CONDENSE D STATEMENTS OF CASH FLOWS YEARS ENDED DECEMBER 31 2014 201 3 AND 201 2
Cash flows from operating activities Net income (loss)
Adjustments Equity in undistributed net (income) loss of subsidiaries Amortization Stock based compensation expense ( Increase) decrease in other assets Increase (decrease) in other liabilities
Net cash provided by (used in) operating activities Cash flows from financing activities
Issuance of common stock net of issuance costs Capital contribution to Standard Bank Repayment of note payable Cash Dividends
N et cash provided by financing activities
Net increase (decrease) in cash
Cash - beginning of year
Cash - end of year middot
Supplemental schedule of non-cash financing activities Change in par value on common stock Exchange of preferred stock to common stock
49
2014
$ 1 4294
( 17 1 1 5) 28
782 1 616 2363 1 968
1 968
2 1 95
$ 4 163
$ $
201 3
$ 8 1 73
(9629) 29
441 1 872
(4273) (3387)
68598 (41 500) ( 16 1 00)
(6026) 4972
1 585
6 1 0
$ 2 1 95
$ 4277 $63000
201 2
$(30762)
23241 6 1 67
( 1908) 2 043
( 1 2 1 9)
( 1 2 1 9)
1 829
$ 6 1 0
$ $
FORM FR Y-6
STANDARD BANCSHARES INC
Hickory Hills Illinois Year Ending Dccember31 2014
REPORT ITEM
1 The BHC Is not registered with the SEC Coples of the Annual Report Nil be sent undersepirate cover when completed
2a Organization Chart fo Standard BallCShares Inc
I THE BOULEVARD INC
SL John Indiana 100
JnCQrporated in Indiana
2b Branch Verification
STANDARD BANCSHARES INC Hickory Hills Illinois Jncorporateltl In Illinois
STANDARD BANKAND TRUST COMPANY Hickory Hills llllnois
Incorporated In lllnols 100
I STANDARD REDEVELOPMENT INC
Hickory Hills Illinois 100
Incorporated in Illinois
(Not subject to Y-10 reporting ) Code 91 CE - Liquidation Of debts previously contracted
The branch and lax-kl flStings were emailed to branch revieW on 223115
3 (1) As ofyear-end
Name and Address
Trident SBI Holdings lP Greeffilidl CT
Robert E Gallagher Sr Trust John D Gallagher Trustee Palos Heights IL
The Gallagher Standard Bancshares TR Timolhy J GaJagheuror Trustee Hickory Hitls IL
Pantheon Standard LP San Francisco CA
CohesVe Capital Parners LP New York NY W Capital Partners II LP NewYork NY
Couritrlt of Citizenship or lncorooratlon Number and Percentage Of Voting Serurtties
USA 5662194- 1483
USA 5516086 - 1444
USA 4382666 - 1 t47
USA 3762128-985
USA 2 150537 - S63
USA 2 150537 - 563
Note llle shares in the Robert E Gallagher Sr Tr are voted on by John D Gallagher Director of Standard Bank Tue shares Jn the Gallager Standard Bancshares Tr are voted on by Timolhy J Gallagher Director of Standard Bank
3 (2) OtherSharehofors oat listed in Section 3 (1) above that held more than 5 during the year
None
Resuhs A Ilse of branches forvour holdln1 company STANDARD 8ANCSHARES INC (1245590) or HICKORY HILLS IL
The d1ta are n of 12312014 Data re II Kb information tlat wu received aod processed throuah 01072015
Rconcill1Uon and Vc1Uon St I DI 1 In the DIH Action column of each br111Ch row enter one or mort of the actioru specified below
2 If required enter the date In the Ettcttve Olte column
-OK tf the bnch Information s correct enter OK in the Oita AdJon column
Chi nee If the bndl Information Is Incorrect Of Incomplete revt the data enter Chance In the Dita Action column ind the d11te when this infOfmation first became v1lid In the Effective Ote column
am If a bnch listed was sold or clowd enterOose In tht Dita Action column and the s1e or dosured11te In the EtfectW Olte colurm
Olete If a bru1eh listed wu never owntd by this depository Institution enter Delete In the Oeta Acckgtn column
Add If a rt portable brtinch Is mlsslna lnStrt a row add the branch data ald entu Add In the Olt1 Action column and the opening or acquisition date In the Effecttve Date column
If prntln1 this list you m1y need to adjust your page Utup In MS E11ce1 Try using landscape orientation page sollria andor legal sized paper
Submlnion PfOOtdurbull When you ire finished send a saved copy to vour FRB contact Su the detailed lnlttldlons on this si for more informatlon
II voY are mailinamp this to your FRB conttct put your lnstitutlon name dty and state In the subjact llrie of the e-nWI
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Thbull FR Y-10 report may be submitted 1n a hardcopy format or 11ia the FR Ymiddot10 OnH11e application middot httpsylOonllnefederalrerve1ov
bull FDtC UNINUM Office Number and ID_RSSO co1unvu ara for reference only Verification of these values is not required
- - 8nch Suvlce Type Branch 10 RSSO ia- terNeme Street Address City
ok FuUServltefHud Officel 19730 STAN OARD BANK ANO TRUST COMPANY 7800 WEST 9STH STREET HICKORY HILLS
ok Full Service 3202168 BOLINGBROOK BRANCH 282 NORTH WEBER ROAD BOLINGBROOK
ok Limited Strvce 4126065 CALUMET CITY 1968 SIBLEY BOULEVARD CALUMET CITY
FullSetvke 3309928 CLARK STREET 8RANOi 3747 NORnt CLARK STREET atlCAGO
ok FullServiett 474339 EWING BRANOf 10635 SOUTH EWING AVENUE CHICAGO
ok Full Servtce 2079925 HEGWISCH BRANCH 13336 SOUTH BALTIMORE AVENUE CHICAGO
ok limited Se-rvke 20817)5 SOUnt DERRING FACILITY 10535 SOVTH TORRENCE AVENUE CHICAGO
Full Service 4099271 THOREK BRANOi 836 WEST IRVING PARK ROAD OUCAGO
ok Full Service 2121280 COAL CITY BRANot 20 SOUTH KANKAKEE COAlCITY
full Service 2809038 EVERGREEN PARK BRANCH 2400 WEST 95TH STREET EVUtGREEN PARK
ok Full Service 3188909 FRANKFORT BRANCH 19997 LA GRANGE ROAD FRANKFORT
Full5etvice 810436 CiARONERBRANCJ1 118 DEPOT STREET GARDNER
ok FultSrvlct 3188897 JOLIET ampRANCJ1 2398 ESSINGTON ROAO JOLIET
Full Service 3439553 LOClCPORT BRANCH 16545 WEST 159TH STREET LOCKPORT
ok Full Service 290931 LYONSlST AVENUE BRANCH 8601 OGDEN AVENUE LYONS
ok Full Service 3671504 MINOOKA BRANCH 515 WESTUS ROUTE 6 MINOOKA
ok LlmltcServfce 2111338 MOAAIS LISBON BRANCH 1433 USBON STREET MORRIS
ok Full Servkt 2809010 MORRIS ROUTE 6 BRANCH 1111 WEST US ROUTpound 6 MORRIS
Ful1 Servlct 2809047 NAPERVILLE BRANCH 1607 NORTH AURORA ROAD NAPERVILLE
ok full 5ervfce 2809056 NEW LENOX BRANCH 456 NELSON ROAD NEW LENOX
Full sMce 2103129 OAK FOREST BRANOf 15901 SOUTH CENTRAL AVENUE OAX FOREST
ok Full SeMct 3490255 OAK LAWN lllTH BRANOf 4700 WEST 111TH STREET OAK LAWN
ok Full Sfrvlce 2096717 OAK LAWN 95TH BRANCH 4001 WEST 95TH STREET OAK LAWN
ok Full Service 2295538 ORLAND PARK BRANCH lSCXJO SOUTH WOLF ROAD ORLAND PARt
State VpCode
IL 60457
IL 60440
IL 60409
IL E06H
IL 00617
IL 0063
IL 00617
IL 60613
IL 60416
IL 60805
IL 6042
IL 60424
IL 60435
IL 60441
IL 60534
I L 60447
IL 60450
IL 60450
IL 60563
IL 60451
IL 60452
IL 60453
IL 60453
IL 60467
County CawN FDICUNINUM Offb Numberbull Haad otfice Head Office 10 RSSD Comments
COOK UNITEO STATES 10748 0 STANOARO BANK ANO TRUST COMPANY 19730
Will UN ITED STATES 419532 34 STANDARD BANK ANO TRUST COMPANY 19730
COOK UNITED STATES 510611 44 STANDARD BANK AND TRUST COMPANY 19730
COOK UNITpound0 STATES 429662 35 STANDARD BANK ANO TRUST COMPANY 19730
COOK UNITED STATES 12089 18 STANDARD BANK AND TRUST COMPANY 73ltgt
COOK UNITED STATES 244100 20 STANDARD BANK ANO TRUST COMPANY 19730
COOK UNITED STATES 244099 19 STANDARD BANK ANO TRUST COMPANY 19730
COOK UNITED STATpoundS 510612 4S STANDARD BANKANDTRUSTCOMPANV 1973ltgt
GRUNDY UNITED STATES 263852 17 STANDARD SANK AND TRUST COMPANY 730
COOK UNITED STATES 13875 4 STAN OARD BANK AND TRUST COMPANY 19730
Will UNITED STATES 357237 15 STAN OARD BANK AND TRUST COMPANY 19730
GRUNDY UNITED STATES 7234 1 STAN DARO BANK ANO TRUST COMPANY 19730
Will UNITED STATES 238ASA 13 STANDARD BANK ANO TRUST COMPANY 19730
Will UNlTEO STATES 450324 38 STAN OARD BANK AND TRUST COMPANY 19730
COOK UNITED STATES 10912 22 STANDARD BANK ANO TRUST COMPANY 19730
GRUNDY UNITED STATES 465426 42 STANDARD BANK AND TRUST COMPANY 1973ltgt
GRUNDY UNITED STATES 266774 16 STANDARD BANK ANO TRUST COMPANY 1730
GRUNDY UNITED STATES 2243S6 10 STANDARD BANK AND TRUST COMPANY 19730
OU PAGE UNITED STATES 238451 6 STANDARD BANK ANO TRUST COMPANY 19730
Will UNITED STATpoundS 238452 11 STAN OARD BANK ANO TRUST COMPANY 19730
COOK UNTED STATES 244101 21 STANDARD BANK AND TRUST COMPANY 19730
COOK UNITED STATES 441863 36 STANDARD BANK AND TRUST COMPANY 19730
COOK UNITED STATES 238447 1 STANDARD BANK AND TRUST COMPANY 19730
COOK UNITED STATES 238450 5 STANDARD BANt AND TRUST COMPANY 19730
ok Fullrvke 2100379 PALOS 11HH BfANOl 11901 SOUTHWEST HIGHWAY PALOSPARIC ll 00464 COOK UNITED STATES 238448 2 STAN DARO BANK AND TRUST COMPANY 19730
ok rulSltVice 2427544 PALOS lllST BRANCH 9700WEST lllST STREET PALOS PARK ll 00464 COOK UNlTEOSTATES 238449 3 STAN DARO BANK AND TRUST COMPANY 19730
ot llmtedSrvke 3490273 NORTH RIVERSIDE BRANCH BJSOWEST CERMAK ROAD RlvtRSlDE ll COOK UNITED STATES 441864 37 STANDARD BANK AND TRUST COMPANY 19730
ot FuLServke 3202171 SHOREWOOD BRANOl 970 BROOK FOREST AVENUE SHOREWOOD It - t UNITED STATES 419531 33 STANDARD BANICANDTRUSTCOMPANY 19730
ok FulSrvlee 3188918 VILLA PARK BfWIOi 1 WESrRoostVrlTROAD VlltAPARIC It 50181 OUPAGE UNITED STATES 238455 14 STANDARDBANKANDTRUSTCOMPANY 19730
ok FulSrvke WllMINGTON BRANCH lOOSSOUTH WATER STREET WILMINGTON It 004 lt UNITED STATES 238453 12 STANDARD BANK AND TRUST COMPANY 19730
ok Fulfrvk 3197031 CHESTERTON BRANCH middot 755 JNDIAN BOUNDARY ROAD OIESTERTON IN PORTER UNITEDSTAlES 275664 32 STANDARD BANK AND TRUST COMPANY 19730
ok ruUrvic 2161D17 EASTCHCAGO BRANCH 4518 lNOANAPOUS BOULEVARD EAST CHICAGO IN 46312 lAKE UNITEDSTAlES 29 STANDARDSANKANDTRUSTCOMPANY 19730
ok Fulrvk 4913n HAMMOND BRANCH 1007 CALUMET AVENUE HAMMOND IN 46324 AKE UNITEDSTAlES 42227 30 STANDARD BANK AND TRUST COMPANY 19730
Fulrvlc 2161D3S HIGHtAND BRANCH 2930 RIDGE ROAD HIGHLAND IN 46322 UNITEOSTAlES 275659 27 STANDARD BANK AND lRUST COMP AN I 19730
ot Futtsrvke 2161044 LOWHl BRANCH 2090 EAST COMMERICALAVENUE LOWELL IN 463Sfgt21r AKE ONITEDSTAlES 275661 28 STANDARD BANK ANDTRUSTCOMPANI 19730
ok Full Srvlce 3439562 MERRlllVlllE BRANCH 579WESTUNCOlN HIGHWAY MERRlllVlllE IN 46410 AKE ONlEO STATES 450325 39 STANDARD BANK AND TRUST COMPANI 19730
ok Full Srvice 453712 SAINT JOHN BRANCH 9321 WICKER AVENUE SAINT JOHN IN 46373middot00 AKE ONtlEDSTATES 42414 26 STANDARD BANK AND rnusr COMPANY 19730
middot
Report ttem 4 Directors and Office (1) Name amp Address
J-Ohn R Barber New York NY
Christopher Doody Ne-vYork NY
1pound1 Pnncipal Occupation [rtmiddotrmiddotwittl BHC
Mariaging Partner eohesiVe ea pita I
Princlpal Storm Point Capital
(3) (bull) TrtiePosition with BHC Diredor
Director
FORM FR Y-9
STANDARD BANCSHARES INC Fiscal YearEnding Decttmber3112014
(3) lb) ltlePosition wffi1 Subsidiaries
NIA
NIA
(3) (c TrtlePosltlon wttn otherbuslne$es
Managtng Partner Cohesive Capital
Principal Stone Point Ciipitit
bull Stone Point ls the manager of the TriOOnt funds which are investment entities that own 25 or morn of the outstanding voting seairities orinlerests in various companles Mr Doody ls an ernployee and officer of Stone Point and is oo deemed to contror S1oria Point or the Trldent Funds He is not a principal securities holder of Stone Point or the Trident Funds The invstmenl committees of the Trident Funds are responsible for voting the shares or such companies and Mr Doody is not a member of the investment committees of the Trident Fonds A sctiedule of such companies in which U1e Trident funds hnve invested is available upon request
John o Gallagher Ortand Park IL
Managing Genera[ Partner OfdlarU Hill Bldg Co
Director Dior-standarU Bank
Managin9 GenerBi Partner Orchard HlllmiddotB1dg Co President Ordiard Hm Building Co Inc
Managing Member Qnhard Hill Construction LLC
Managing Membelt Austin Construction Co bull LLC
Presdenl Bougton Development Co
President ennStructildeg Co lnc
Prestdenl middot Farmingdare Development eomiddot
middotana9in middotRa -middot middot fariTijngdre _Mittwo middot
Pldciit_ _ Fam1r9dale Utilify Co_
Managing Partner Frtz91erald Lad lnvestment Ptshp
(4) a) 1w of Voting Shares in BHC
563
middot1483
14450
(4)(o) (4) (b) Names of othfr companitts 4 of Voting (if 25 ormorl voting Shares in Subs securities a held
NIA
NIA
NIA
NIA
NIA
NIA
NIA
NIA
NIA
NIA
Dryden Cons1rudioo Co Inc 100
NIA
NIA
NIA
Frtzgerald Land Investment Plshp 25
(1) Name amp Mdlt=
John D Gallagher CJriand Pru IL
(2) Principal rbull _ BHC1
(3) (b) TdfePosition wiU1 SubsXfiarics
(J)(c TrtiePttSition wTUi other buslncssts
Trustee-Vote 100 Galla171ormiddot Henr)Tnisl
- Gallagher amp Henry Inc
Prumlaquo GaDaQhef Parloecs LP GB4 Jnc
Managing Partner Gl6mwod DevelopmElnt Co
Managmjl farlnelt Heruy Co Managmo Hermann Umd Investment Ptshp
Managing- Kolarlrugtd I lgthp Preltldeot Kokast -kimes Inc
PreSdenl Coo$trixtioo middotmiddot nc
- -MiAdams 400 Investment Ptshp
Msoagir(Q Partner Meifefl1 id lnpoundiiini _Pthp Managing Partner sr middotGod 1nVeslmoo Pbhp Managiog Partnef
-LampftPtshp TruSt6e
ThOGalfaghmiddotorSliujiini middot Trust
(4) (bull) of Voting Shares in BHC
(4) (b) of Voting Shares In SUbs
Names of other companies frf 25 degmom voting securiDes arn heJd NIA
NIA
NIA
NIA
NIA
NIA
NIA
Hennarm Lnnd Investment Ptshp 25
K6irland lovStrnerrlPiStip 25 NIA
NIA
NIA
Laod lNeStrnloi PlShp 25
df1li3 lfjJrlvtrpnt PWiP 25
Land l hp 25
e(Lao1fl PtShp 25_-xmiddotmiddot middot
standard tWesTrust 25 middot
(1) Name amp Address
Tnnothy J GsJlaghet Burr Ridge IL
(2) Principal Occupation [d other than with BHC)
(J) (a) TrltePosifion wtth BHC
(3)(b) TdiePosffion wittl Subskfcuies
OlaHrnan of the Board
(J) (c) TitlePosition with other businees
PreOOeot Brittany Glen Homeownoc l=gtc Suffield Woods Homeowner Assoc FanntngdaJe Viage Com Assoc fumlogdale Vdlage Com Assoc 2 Misty Meadoyenr Homeowner Assoc 1ltings1on Hills liomeOMler Assoc Gallagheramp Henrys Condos Goodiogs Grove Assoc Ganaghcr amp Heruys Goocfings Grove Umbretia Assoc Farmingdale Vil Cooos of Woodridge Homeowner Assoc Radc5ffe rtMe TOvlfflhomes Assoc
BNC OWnefs Assodatioo
Boughton Woodward Commenial Center LLC su-lgle MembeltUC- GB4 i5 member
Union Poirrte Investors Uc Sing1e MemberlLC- Union PcWe Oevclopmeot Co b member
Uoion POOte Buadlog Venture 1lLC Union 00rt lnvestorn LlC ts member Union Pofrrte Buikfing Venlilre 112 LLC Unton Point nveslor lLC is member
Union Pointe Boikfing Venture 3 LLC Union Poinl lnveslors UC is member
standgtnJ Bank -ALm1 Construction Co LlC
Pminlaquo Frtzyerald Lnnd Investment Pbttp
(lt)(bull) ofVotlng Shares in BHC
11520
(4) (b) ofVotiog Shares in Subs
NIA
Names of other companies (If 25 or l1XgtflJ voting securities aro held
NIA NIA NIA NIA NIA NIA NIA WA NIA NIA NIA
WA
NIA
WA
WA
NIA
NIA
WA
NIA
NIA
NIA
WA
WA
(1) =
Timothy J GJJbghctshyBorr Ridge IL
(2) Principal (if oUJef than wtth BHC)
3 (a) TitlePosition wilh BHC (3) 1c) Trtielosilion with other businesses ampcretuy amp Henry Inc
_ GieoMXgtd Developmeot Co
Partner Hermann Land Investment Pt5hp KOOr land Investment Ptstip
Secret3y Kolcast Homes loo
__ Koamp Construction Co Inc
Secrebgty Ordnrd Hin Buikfing Co Inc
Pa1nelt srrvb land 1ovestrnent Pshp -Smotelt Land Investment Ptshp Trustee- Vote 100 The Gollagher stmdafd
Trust
-- uruoo Pointe Development Co
lt4)(a) ofVotiog Shares in BHC
(4) (b) of Voting Shares In Sobs
tfamos of othcreomnk (lf25 ormoro vo6ng sccuritios arc held
NIA
NIA
NIA
Hennano Land Investment Ptshp 25
Kolar land Investment Pshp 25
NIA
NIA
NIA
Maas Land Investment Ptshp 25
McAdams Iand lnv=tmeni Plshp 25
Medema land lnvestme111 Ptshp 25
NIA
NIA
NIA
Slivka land Investment Plshp 25
SmoterUmd I Ptshp 25
Unkio Pointe Devdopmcot Co 25
(11 (21 Pl (a) 3 (b) 3) c) 4 (a) (4)b) Names of othelt com pan Name amp Adqross princi Occupation TJdcPositiorl TJHePositiorl TrticPosIDon of Voting of Voting [If 25 or mon voting
(if other than with Bl tc) wtth SHC with Subsidiaries with other businesses Shares In BHC Shares in Subs securities are heJd
Timothy J GaUagilet Slaquoretmy GB4 Inc SurRXgeIL GB4 lnc 251
Uoioo Polnte Bonding Venture 3 UC NIA Uoiont PoCnt lnves1ocs LLC is member
Lawraooe P Kelley NIA DirododVJCO Chaifman Oamp-edooVlce Chairman NIA 023lt))1 NIA NIA Pltullt IL PreraquoleoUCEO -0-0
standam Bank
Atampief Ko-arldt NIA DirodOlt Dirodoc NIA 0140 NIA NIA 1-fmsdak ll -
Howrd K Priess JI - deg Dirodoc Solo Pradiltgtoelt 0140 NIA NIA NapeMe IL Standard Bank
Owner White Oak Construction LlC Wh4te Oak Construction LLC 100
Robert A RoslKWt NIA Lead ndepcodeot Director oltedoc NIA D140( NIA NIA QOCago u standanl Bank
Charles E Shomo rv NIA deg Ciredor NIA 013lfI( NIA NIA Bur Ridgo IL standam Bank
Patrick J Hunt NIA _ Executive VPCFO NIA 008 NIA NIA Palos Heights IL EVPCfO standanl Bank
deg Scoltzu NIA Asst VPJAssl Asst VPAsst Secy NIA 00CXgt1 NIA NIA
Everyreen Park IL Sea-- SiandagtO Bank
STANDARD BANCSHARES INC AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (in thousands except share data)
Note 1 5 - Income Taxes (Continued)
The net deferred tax asset included at December 31 2014 and 2013 consists of the following
2014 201 3 Gross deferred tax assets
Allowance for loan losses $19212 $23305 Other real estate owned 2866 49 1 6 Non-accrual loan interest 4064 3 991 State net operating loss 1 835 2358 Accrued compensation 1 938 1 471 Depreciation 1 387 1 412 FNMA amp FHLMC preferred stock 1 270 1 270 Other assets 271 434
Total gross deferred tax assets $32843 $39 157
Gross deferred tax liabilities Purchase accounting adjustments $ 1 069 $ 1 282 Mortgage servicing rights 946 1 060 Unrealized gainloss on AFS securities 1 1 9 692 Other liabilities 1 306 1 31
Total gross deferred tax liabilities $ 3440 $ 3 165
Net deferred tax asset $29403 $35992
At December 31 2014 the Company has $33929 of Illinois net operating loss carryforwards expiring in 2025 and $2330 Indiana net operating Joss expiring in 2025 and 2026 which will be available to reduce future taxable income
The Company does not expect the total amount of unrecognized tax benefrts to significantly change in the next twelve months The Company recognized no interest andor penalties related to tax matters in tax expense
The Company and its subsidiaries are subject to US federal income tax as well as income tax of the state of Illinois and Indiana The Company is no longer subject to examination by taxing authorities for years before 201 0
3 8
STAN DARD BANCSHARES INC AND SUBSIDIARIES
NOTES TO CONSOLI DATED FI NANCIAL STATEMENTS (in thousands except share data)
Note 1 6 - Contingent Liabilities and Commitments
The Company does not reflect in its financial statements various commitments and contingent liabilities which arise in the normal course of business and which involve elements of credit risk interest rate risk and liquidity risk These commitments and contingent liabilities are commitments to extend credit commercial letters of credit and standby letters of credit A summary of the Banks commitments and contingent liabilities at December 31 is as follows
Commitments to extend credit under Unused commercial and other lines of credit Unused equity lines of credit Standby letters of credit
2014 201 3
$262907 46 125 42041
$234893 52905 40284
Commitments to extend credit commercial letters of credit and standby letters of credit a l l include exposure to some credit loss in the event of nonperformance of the customer The Banks credit policies and procedures for credit commitments and financial guarantees are the same as those for extension of credit that are recorded on the consolidated balance sheet Because these instruments have fixed maturity dates and because many of them expire without being drawn upon they do not generally present any significant liquidity risk to the Bank The Bank has not incurred any significant losses on its commitments in either 2014 201 3 or 2012
The Bank is party to litigation and claims arising in the normal course of business Management after consultation with legal counsel believes that the liabilities if any arising from such litigation and claims will not be material to the Companys consolidated financial position
Note 1 7 - Derivatives
D erivative contracts entered into by the Company are limited to those that are treated as non-designated derivative instruments The Company provides customers with interest rate swap transactions and offsets the transactions with interest rate swap transactions with inter-bank dealer counterparties as a means of offering risk management solutions to customers As ofDecember 3 1 2014 there were $6006 outstanding in notional values of swaps where the Company pays a variable rate of interest and the customer pays a fixed rate of interest This position is offset with counterparty contracts where the Company pays a fixed rate of interest and receives a floating rate of interest The estimated fair value of interest rate swaps was recorded as an asset of $207 and as a liability of $214 as of December 31 2014 Swaps with customers and inter-bank dealer counterparties are carried at fair value with adjustments recorded in other income The net effect of fai r value adjustments running through the income statement was immaterial during the year ended December 31 2014 There were no interest rate swap derivatives as of December 3 1 2013
3 9
STANDARD BANCSHARES I NC AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (in thousands except share data)
Note 1 8 - Financial I nstruments Fair Value Disclosure
The fair value measurement accounting Hterature establishes a fair value hierarchy which requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value The standard describes three levels of inputs that may be used to measure fair value
1 Level 1 - Unadjusted quoted mariltet prices in active markets that are accessible at the measurement date for identical unrestricted assets
2 Level 2 - Significant other observable inputs other than Level 1 prices such as quoted market prices for similar assets and liabilities quoted prices in markets that are not active or other inputs that a re observable or can be corroborated by observable market data
3 Level 3 - Signlficant unobservable inputs that reflect a reporting entitys own assumptions about the assumptions that mariltet participants would use in pricing an asset o r liability
A financial instruments level within the fair value hierarchy is based on the lowest level of input that is significant to the fair value measurement
Fair values of assets measured on a recurring basis at December 3 1 2014 and 2013 are as follows
De ce mbe r31 2014 Financial Assets
Securities available-for-sale US government sponsored entities and agencies Mortgage-backed securities - residential Equity securities
Total securities available-for-sale
Derivatives
Financial Liabilities
Derivatives
De ce mbe r 31 2013 Financial Assets Securities available-for-sale
US government sponsored entities and agencies Mortgage-backed secu rities - residential Equity securities
Total securities available-for-sale
Fair Value
$1 46307 3668 4 41 9
$1 54 394
$ 207
$ 214
$ 1 24431 1 2203
2 954 $ 1 39 588
Fair Value Measurements Usin1 Quoted Significant P rices Other
in Active Observable Markets Inputs (Level 1 ) (Level 2)
$
392 $ 392
$ -
$ -
$
$1 46307 3668 4 027
$1 54 002
$ 207
$ 2 1 4
$ 1 24431 12203 1 984
$1 38 61 8
Significant Unobservable
Inputs (Level 3)
$
$
$
$
$
$
As of December 31 2014 and 2013 there were no transfers between levels
40
STANDARD BANCSHARES I NC AND SUBSI DIARIES
NOTES TO CONSOLI DATED FI NANCIAL STATEMENTS (in thousands except share data)
Note 1 8 - Financial I nstruments Fair Value Disclosure (Continued)
The fair values of marketable equity securities available-for-sale are generally determined by quoted market prices in active markets for each specific security (Level 1 measurement inputs) If Level 1 measurement inputs are not available for a marketable equity security the fair value is determined by the quoted market price of a similar security traded in an active market (Level 2 measurement inputs)
The fair values of debt securities available-for-sale are generally determined by matrix pricing which is a mathematical technique widely used in the industry to value debt securities without relying exclusively on quoted market prices for the specific securities b ut rather by relying on the securities relationship to other benchmark quoted securities (Level 2 measurement inputs)
Derivative s
The fair value of derivatives are based o n valuation models using observable market data a s of the measurement date (Level 2) Our derivatives are traded in an over-the-counter market where quoted market prices are not always available Therefore the fair values of derivatives are detenmined using quantitative models that utilized multiple market inputs The inputs will vary based on type of derivative but could include interest rates prices and indices to generate continuous yield or pricing curves prepayment rates and volatility factors to value the position The majority of market inputs are actively quoted and can be validated through external sources including brokers market transactions and thirdshyparty pricing services
Fair values of assets measured on a nonrecurring basis are as follows
Oe ce mbe r31 2014 Other real estate owned net Impaired loans Loans held for sale Mortgage servicing rights
De ce mbe r 31 2013 Other real estate owned net Impaired loans Loans held for sale Mortgage servicing rights
Fair Value
$ 1 6233 41 895
8274 2435
$12 930 54 1 62
5408 2726
Fair Value Measurements Using Quoted Significant Prices Other
in Active Observable Markets Inputs (Level 1 ) (Level 2)
$ $
8274
$ - $
5408
Significant Unobservable
Inputs (Level 3)
$ 1 6233 41 895
2435
$1 2930 541 62
2726
Other real estate owned are initially recorded at fair value less costs to sell when acquired and are subsequently measured at the lower of cost or fair value less estimated costs to sell Fair values are based on third party appraisals of the property or internal valuations on smaller properties using comparable market data and various external resources resulting in a level 3 classification When the carrying value exceeds the fair value less costs to sell an impairment loss is recognized
The fair value of impaired loans secured by real estate with specific allocations of the allowance for loan --------- 1osses-is-generally-based-on--recent-real-estate-appraisals-or-internal-valuations-on-smaller-prnperties--shy
using comparable market data and various external resources These appraisals may utilize a single
41
STANDARD BANCSHARES INC AND SUBSI DIARIES
NOTES TO CONSOLI DATED FI NANCIAL STATEMENTS (in thousands except share data)
Note 1 8 - Financial Instruments Fair Value Disclosure (Continued)
valuation approach or a combination of approaches including comparable sales and the income approach resulting in a level 3 classification
Loans held for sale are carried at the lower of cost or fair value which is evaluated on a pool-level basis The fair value of loans held for sale is determined using quoted prices for similar assets adjusted for specific attributes of that loan or other observable market data such as outstanding commitments from third party investors resulting in a level 2 classification
The Company records its mortgage servicing rights at fair value and includes them in other assets in the Consolidated Balance Sheets Mortgage servicing rights do not trade in an active market with readily observable prices Fair value is based on market process for comparable mortgage servicing contracts when available or alternatively is based on a valuation model that calculates the present value of estimated future net servicing income Key economic assumptions used in measuring fair value of mortgage servicing rights at December 31 2014 included prepayment speeds maturities and discount rates While market based data is used to determine the assumptions the Company incorporates its own estimates of the assumptions market participants would use in determining the fair value of mortgage servicing rights which results in a level 3 classification
De cembe r 31 2014 Assets Cash and cash equivalents Securities held-to-maturity Securities available-for-sale Loans - net Loans held for sale Federal Home Loan Bank stock at cost Accrued interest receivable Derivatives
Liabilities
Deposits Federal Home Loan Bank advances Accrued interest payable Derivatives
De ce mbe r 31 2013 Assets
Cash and cash equivalents Securities held-to-maturity Securities available-for-sale Loans - net Loans held for sale Federal Home Loan Bank stock at cost Accrued interest receivable
Liabi lities Deposits Accrued interest payable
42
Carrying Value
$ 1 99476 3888
1 54394 1 744331
8274 3247 59 1 9
207
$ 1 993572 1 5000
265 214
$ 234 1 83 1 762
1 39588 1 61 9995
5408 3 143 5 576
$1 91 9 1 05 286
Fair Value
$ 1 99476 3 564
1 54394 1 798279
8274 3247 591 9
207
$1 992796 1 4984
265 214
$ 234 1 83 1 41 5
1 39588 1 679668
5408 3 143 5576
$ 1 920335 286
STANDARD BANCSHARES I NC AND SUBSI DIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (in thousands except share data)
Note 1 8 - Financial I nstruments Fair Value Disclosure (Continued)
In estimating the fair value of certain assets and liabilities not previously presented the following assumptions were made
Cash and Cash Equivalents
The carrying amounts of cash and equivalents reported in the balance sheet approximate fair value
Securities
Estimated fair values of securities are based on one of three models 1 ) quoted market prices where available 2) quoted market prices for similar instruments if quoted market p rices are not available 3) unobservable data that represents the Banks assumptions about items that market participants would consider in determining the fair value where no market data is available
L oans
Fair values of loans excluding loans held for sale are estimated as follows For variable rate loans that re-price frequently and with no significant change in credit risk fair values are based on carrying values Fair values for other loans are estimated using discounted cash flow analyses using interest rates currently being offered for loans with similar terms to borrowers of similar credit quality to calculate the present value of future contractual principal and interest cash flows and discounting them back to the present using a discount rate Impaired loans are valued at the lower of cost or fair value as described previously The methods utilized to estimate the fair value of loans do not necessarily represent an exit price
The fair value of loans held for sale is estimated based upon binding contracts and quotes from third party investors
Federal Home Loan Bank (FHLB) Stock
The carrying amounts reported in the balance sheet approximate fair value
Accrued Interest Receivable I Payable
The carrying amounts reported in the balance sheet approximate fair value
Deposits
The fair values disclosed for demand deposits (eg interest and non-interest checking passbook savings and certain types of money market accounts) are by definition equal to the amount payable on demand at the reporting date (ie their carrying amount) The carrying amounts of variable rate fixed-term money market accounts and certificates of deposit approximate their fair values at the reporting Fair values for fixed rate certificates of deposit are estimated using a discounted cash flows calculation that applies interest rates currently being offered on certificates to a schedule of aggregated expected monthly maturities on time deposits
Federal Home Loan Bank Advances
The fair value of Federal Home Loan Bank advances is estimated using discounted cash flow analyses --------based-on-the-currentborrowing-rate-of-similartypes-of-advances
43
STANDARD BANCSHARES I NC AND SUBSIDIARI ES
NOTES TO CONSOLI DATED FINANCIAL STATEMENTS (in thousands except share data)
Note 1 8 - Financial I nstruments Fair Value Disclosure (Continued)
Off-balance sh eet in strum ents
Fair asset andor liability value of off-balance sheet financial instruments as described in Note 1 6 may be estimated by applying fees currently charged for comparable commitments Based upon the qual ity of these commitments and their demand in the financial market it has been assumed that there is no material difference in the estimated fair value
Note 1 9 - TARP Capital Purchase Program
On April 24 2009 the Company entered into a Letter Agreement with the United States Department of Treasury (the Treasury) pursuant to which the Company sold to the Treasury 6000 shares of the Companys Fixed Rate Cumulative Perpetual P referred Stock Series A for $60 million and a warrant to acquire $3 million of Fixed Rate Cumulative Perpetual P referred Stock Series B for a nominal exercise price Immediately upon consummation of the closing the Treasury exercised the warrant and acquired the Series B Preferred Stock The Preferred Stock Series A qualified as Tier 1 capital and paid cumulative dividends q uarterly at a rate of 5 per annum The P referred Stock Series B qualified as Tier 1 capital and paid cumulative dividends quarterly at a rate of 9 per annum The difference between the initial carrying value that was allocated to the Series B Preferred Stock and its redemption value of $3 million will be charged to retained earnings (with a corresponding increase in the carrying value of the Series B Preferred Stock) over the first five years of the contract as an adjustment to the dividend yield using the level yield method During 201 1 the Company elected to suspend dividend payments For the year ended December 31 2012 total dividends of $3462 had been declared but not paid On February 22 201 3 1 3548387 of common shares were issued to the US Treasury in exchange for the $60 million and $3 million of Fixed Rate Cumulative Preferred Stock Series A and Series B respectively The Treasury subsequently sold those shares to institutional investors at $465 per share In addition the Company paid $6 million of dividends to the Treasury which included 1 00 of past due dividends and dividends due through February 22 2013
Note 20 - Regulatory Matters
The Companys primary source of cash is dividends received from its subsidiary bank The subsidiary bank is subject to certain restrictions on the amount of dividends that it may declare without prior regulatory approva L In addition the dividends declared cannot be in excess of the amount which would cause the subsidiary bank to fall below the minimum required for capital adequacy purposes
Banks and bank holding companies are subject to regulatory capital requirements administered by federal banking agencies Capital adequacy guidelines and additionally for banks prompt corrective action regulations involve quantitative measures of assets liabilities and certain off-balance-sheet items calculated under reg ulatory accounting practices Capital amounts and classifications are also subject to qualitative judgments by regulators Failure to meet capital requirements can initiate regulatory action Management believes as of December 3 1 2014 the Company and Bank meet al l capital adequacy requirements to which they are subject
Prompt corrective action regulations provide five classifications well capitalized adequately capitalized undercapitalized significantly u ndercapitalized and critically undercapitaized although these terms are not used to represent overall financial condition If adequately capitalized regu latory approval is required to accept brokered deposits If undercapitalized capital distributions are limited as is asset growth and expansion and capital restoration p lans are required At year-end 201 4 and 2013 the most recent reg ulatory notifications categorized the Bank as well capitalized under the regulatory framework for prompt corrective action There are no conditions or events since that notification that management believes have changed the institutions category
44
STAN DARD BANCSHARES I NC AND SUBSI DIARI ES
NOTES TO CONSOLIDATED FI NANCIAL STATEMENTS (in thousands except share data)
Note 20 - Regulatory Matters (Continued)
The Banks actual and required capital amounts and ratios are as follows
To Be Well Capitalized U nder
For Capital Prompt Corrective Actual Adeguac[ Puqoses Action Provisions
Amount Ratio Amount Ratio Amount Ratio As of December 31 2014 Total Capital
(to risk-based assets) Company $271 785 143 $ 152226 80 NA NA Bank 269993 1 42 1 52229 80 $1 90286 1 00
Tier I Capital (to risk-based assets) Company 247887 1 30 76 1 1 3 40 NA NA Bank 246093 129 761 14 40 1 14 171 60
Tier I Capital (to average assets) Company 247887 1 08 92 1 26 240 NA NA Bank 246 093 1 07 92 1 09 240 1 1 5 1 36 2 5 0
As of December 31 2013 Total Capital
(to risk-based assets) Company $246213 1 38 $142344 280 NA NA Bank 244607 1 38 1 42 170 280 $ 1 77713 2100
Tier I Capital (to risk-based assets) Company 223444 126 71 1 72 240 NA NIA Bank 221 838 1 25 71 085 240 1 06628 2 60
Tier I Capital (to average assets) Company 223444 1 03 86430 240 NIA NA Bank 221 838 1 03 86450 240 1 08 063 2 50
45
STANDARD BANCSHARES INC AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (in thousands except share data)
Note 21 - Capital Management
The overall objectives of the Companys capital management are to have the availability of sufficient capital to support loan deposit and other asset and liability g rowth and to maintain capital to absorb unforeseen losses or write-downs that are inherent in the business risk associated within the banking industry The Company seeks to balance the need for higher capital levels to address growth and unforeseen risks and the goal to achieve an adequate return on capital invested
In July 201 3 the federal banking agencies issued a final rule revising the regulatory capital rules applicable to most national banks and federal savings associations as well as their holding companies generally beginning on January 1 201 5 The rule implements the Basel Committees December 201 O framework known as Basel I l l for strengthening the international capital standards as wel l as certain p rovisions of the Dodd-Frank Act The final ru le implements a revised definition of regu latory capita l a new common equity Tier 1 minimum capital requirement of 450 and a higher minimum Tier 1 capital requirement of 600 (which is an increase from 400) Under the final rule the total capital ratio remains at 800 and the minimum leverage ratio is 400
Additionally under the final rule in order to avoid l imitations on capital distributions including dividend payments and certain discretionary bonus payments to executive officers a banking organization must hold a 25 capital conservation buffer composed of common equity Tier 1 capital above its minimum risk-based capital requirements The b uffer is measured relative to risk-weighted assets The final rule also enhances risk sensitivity and addresses weaknesses identified by the regulators over recent years with the measure of risk-weighted assets
The new minimum capital requirements will b e effective for the Company on January 1 201 5 whereas the capital conservation buffer and the deductions from common equity Tier 1 capital phase in over time beginning on January 1 201 6
Capital Raise
On February 22 201 3 Standard Bancshares Inc completed its recapitalization by issuing 29864795 shares of common stock at $465 per share for gross proceeds of $ 1 389 million 1 3 548387 of the common shares were issued to the US Treasury (the Treasury) in exchange for the $63 million of Fixed Rate Cumulative Preferred Shares Series A and B The Treasury subsequently sold those shares to I nstitutional Investors at $465 per share An additional 16 316408 of common shares were issued to Institutional Investors and private investors Of the aggregate 29864795 common shares issued 1 9430750 are voting shares and 1 0434045 are mm-voting shares
In conjunction with the recapitalization the Articles of Incorporation of the Company were amended to authorize 20000000 shares of preferred stock at $001 par value No preferred stock has been issued as of December 31 2014
Sto ck Settled Rights (SSRs)
On February 22 201 3 in connection with the recapitalization of the Company the Board of Directors distributed as a dividend in kind 7293407 Stock Settled Rights (SSRs) to the holders of the Common Stock as of the Record Date (November 5 2012) The number of SSRs issued is equal to the product of (i) 03888 and (ii) 18757921 the number Common Shares outstanding as of the Record Date The estimated fair value of the SSRs completed by an independent third party as of September 30 2014 and February 22 201 3 was determined to be approximately $026 per SSR or $1 880 and approximately $021 per SSR or $1 532 respectively Expense recorded related to the SSRs was $1 880 in 2014 No expense was recorded in 201 3
46
STANDARD BANCSHARES INC AND SUBSI DIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (in thousands except share data)
Note 21 - Capital Management (Continued)
Stock Settled Rights (SSRs) (Continued)
The SSRs are structured as common stock dividends to be paid to certain common shareholders of the Company under specific conditions The amount of common stock to be distributed is determined by a formula that considers among other things the value of the outstanding common stock at the Settlement Date Settlement Date is defined as the earlier of (i) the date a liquidity event (an I POrecapitalization or a sale of control) occurs during the term of the SSRs and (ii) the SSR Expiration Date (February 22 201 8) The SSRs will be exercised based on the value of the common shares at that time subject to the Settlement Rate formula
The Accretion Rate is a component of the Settlement Rate It is either an middotannual rate of 80 or 120 with the value determined by the cum ulative economic losses that occur in the loan portfolio from June 30 201 1 to the time the SSRs are settled
On the Settlement Date the Company shall determine the number of shares of Common Stock issuable upon the settlement of an SSR The Settlement Rate shall be calculated based on a formula that considers among other factors the value per share of the common stock on a fully diluted basis reduced by the accretion rate with that number divided by the value per share of common stock on a fully diluted basis
If the Settlement Rate is greater than zero the Company shall issue and deliver to each of the SSR Holders a number of shares of Common Stock equal to the product of (i) the Settlement Rate multiplied by (ii) the number of SSRs held by such H older as reflected in the SSR register as of the close of business on the last Business Day prior to such Settlement Date
In connection with the occurrence of a Liquidity Event on or prior to the Expiration Date the Board of Directors may at its option and in its sole discretion order the redemption and the Company may redeem the SSRs in whole or in part at the redemption price per SSR based on a formula that considers the price per share of Common Stock at which the Company is valued on a fully diluted basis in connection with such Liquidity Event as determined in good faith by the Independent Committee plus a l l cash dividends paid oil the common stock from the date of issuance of the SSRs less $465 accreting on a daily basis at the Accretion Rate
The Company hired an independent third party firm to value the SSRs The following variables were taken into consideration when deriving a value for the SS Rs
1 ) The probability of a liquidity event (sale of control or PO) during the term of the SS Rs 2) The Accretion Rate assigned to the Settlement Rate of the SSRs 3) The estimated value of the Companys common stock at the earlier of a) a liquidity event or b)
the SSR Expiration Date (February 22 201 8) 4) The type of liquidity event that might occur 5) Future value parameters including a) tangible common book value b) earnings and c) market
conditions
The valuation of the common shares at the Settlement Date will depend on the Companys financial condition and the market pricing of financial institution stock both on a stand-alone basis and on a sale of control basis at that time
47
STANDARD BANCSHARES I NC AND SUBSIDIARI ES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (in thousands except share data)
Note 22 - Condensed Financial Statements
The Company was incorporated in I l linois on February 23 1 982 The Company accounts for its investment in subsidiaries under the equity method Under this method the investment is recorded at cost adjusted for the subsidiaries undistributed net income (loss) Presented below are the condensed financial statements of Standard Bancshares I nc (Parent Company Only)
Assets Cash Investment in subsidiaries Other assets
Total assets
CONDENSED BALANCE SH EETS DECEMBER 31 2014 AND 2013
Liabilities and shareholders equity Other liabilities Total stockholders equity
Total liabilities amp stockholders equity
2014 $ 4 163
264242 328
$268733
$ 2685 266048
$268733
CON DENSED STATEMENTS O F I N COME YEARS ENDED D ECEMBER 31 201 4 201 3 AND 201 2
2014 I ncome
Other income $
Expenses 2909 Loss before income taxes and equity in undistributed
earnings of subsidiaries (2909) Income tax benefit 88
Loss before equity in undistributed earnings of subsidiaries (2821)
Equity in undistributed earnings (loss) of subsidiaries 1 7 1 1 5
Net income (loss) 1 4294 Preferred dividends and discount accretion on preferred shares
Net income (loss) applicable to common shareholders $1 4294
48
201 3 $ 2 1 95
248 090 1 944
$252229
$ 322 251 907
$252229
201 3 201 2
$ $ 1
1 747 8539
(1 747) (8538) 291 1 0 1 7
(1 456) (7521) 9 629 (23241) 8 173 (30762) 1 1 24 4090
$ 7049 $(34852)
STAN DARD BANCSHARES INC AND SUBSIDIARIES
NOTES TO CONSOLIDATED FI NANCIAL STATEMENTS (in thousands except share data)
Note 22 - Condensed Financial Statements (Continued)
CONDENSE D STATEMENTS OF CASH FLOWS YEARS ENDED DECEMBER 31 2014 201 3 AND 201 2
Cash flows from operating activities Net income (loss)
Adjustments Equity in undistributed net (income) loss of subsidiaries Amortization Stock based compensation expense ( Increase) decrease in other assets Increase (decrease) in other liabilities
Net cash provided by (used in) operating activities Cash flows from financing activities
Issuance of common stock net of issuance costs Capital contribution to Standard Bank Repayment of note payable Cash Dividends
N et cash provided by financing activities
Net increase (decrease) in cash
Cash - beginning of year
Cash - end of year middot
Supplemental schedule of non-cash financing activities Change in par value on common stock Exchange of preferred stock to common stock
49
2014
$ 1 4294
( 17 1 1 5) 28
782 1 616 2363 1 968
1 968
2 1 95
$ 4 163
$ $
201 3
$ 8 1 73
(9629) 29
441 1 872
(4273) (3387)
68598 (41 500) ( 16 1 00)
(6026) 4972
1 585
6 1 0
$ 2 1 95
$ 4277 $63000
201 2
$(30762)
23241 6 1 67
( 1908) 2 043
( 1 2 1 9)
( 1 2 1 9)
1 829
$ 6 1 0
$ $
FORM FR Y-6
STANDARD BANCSHARES INC
Hickory Hills Illinois Year Ending Dccember31 2014
REPORT ITEM
1 The BHC Is not registered with the SEC Coples of the Annual Report Nil be sent undersepirate cover when completed
2a Organization Chart fo Standard BallCShares Inc
I THE BOULEVARD INC
SL John Indiana 100
JnCQrporated in Indiana
2b Branch Verification
STANDARD BANCSHARES INC Hickory Hills Illinois Jncorporateltl In Illinois
STANDARD BANKAND TRUST COMPANY Hickory Hills llllnois
Incorporated In lllnols 100
I STANDARD REDEVELOPMENT INC
Hickory Hills Illinois 100
Incorporated in Illinois
(Not subject to Y-10 reporting ) Code 91 CE - Liquidation Of debts previously contracted
The branch and lax-kl flStings were emailed to branch revieW on 223115
3 (1) As ofyear-end
Name and Address
Trident SBI Holdings lP Greeffilidl CT
Robert E Gallagher Sr Trust John D Gallagher Trustee Palos Heights IL
The Gallagher Standard Bancshares TR Timolhy J GaJagheuror Trustee Hickory Hitls IL
Pantheon Standard LP San Francisco CA
CohesVe Capital Parners LP New York NY W Capital Partners II LP NewYork NY
Couritrlt of Citizenship or lncorooratlon Number and Percentage Of Voting Serurtties
USA 5662194- 1483
USA 5516086 - 1444
USA 4382666 - 1 t47
USA 3762128-985
USA 2 150537 - S63
USA 2 150537 - 563
Note llle shares in the Robert E Gallagher Sr Tr are voted on by John D Gallagher Director of Standard Bank Tue shares Jn the Gallager Standard Bancshares Tr are voted on by Timolhy J Gallagher Director of Standard Bank
3 (2) OtherSharehofors oat listed in Section 3 (1) above that held more than 5 during the year
None
Resuhs A Ilse of branches forvour holdln1 company STANDARD 8ANCSHARES INC (1245590) or HICKORY HILLS IL
The d1ta are n of 12312014 Data re II Kb information tlat wu received aod processed throuah 01072015
Rconcill1Uon and Vc1Uon St I DI 1 In the DIH Action column of each br111Ch row enter one or mort of the actioru specified below
2 If required enter the date In the Ettcttve Olte column
-OK tf the bnch Information s correct enter OK in the Oita AdJon column
Chi nee If the bndl Information Is Incorrect Of Incomplete revt the data enter Chance In the Dita Action column ind the d11te when this infOfmation first became v1lid In the Effective Ote column
am If a bnch listed was sold or clowd enterOose In tht Dita Action column and the s1e or dosured11te In the EtfectW Olte colurm
Olete If a bru1eh listed wu never owntd by this depository Institution enter Delete In the Oeta Acckgtn column
Add If a rt portable brtinch Is mlsslna lnStrt a row add the branch data ald entu Add In the Olt1 Action column and the opening or acquisition date In the Effecttve Date column
If prntln1 this list you m1y need to adjust your page Utup In MS E11ce1 Try using landscape orientation page sollria andor legal sized paper
Submlnion PfOOtdurbull When you ire finished send a saved copy to vour FRB contact Su the detailed lnlttldlons on this si for more informatlon
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Note To satisfy the FR Y-10 reportln1 requirements YoU must tiho submit FR Y-10 Domestic Branth Schedules for each branch with a Data Actlon of Olan1e Close Delete or Add
Thbull FR Y-10 report may be submitted 1n a hardcopy format or 11ia the FR Ymiddot10 OnH11e application middot httpsylOonllnefederalrerve1ov
bull FDtC UNINUM Office Number and ID_RSSO co1unvu ara for reference only Verification of these values is not required
- - 8nch Suvlce Type Branch 10 RSSO ia- terNeme Street Address City
ok FuUServltefHud Officel 19730 STAN OARD BANK ANO TRUST COMPANY 7800 WEST 9STH STREET HICKORY HILLS
ok Full Service 3202168 BOLINGBROOK BRANCH 282 NORTH WEBER ROAD BOLINGBROOK
ok Limited Strvce 4126065 CALUMET CITY 1968 SIBLEY BOULEVARD CALUMET CITY
FullSetvke 3309928 CLARK STREET 8RANOi 3747 NORnt CLARK STREET atlCAGO
ok FullServiett 474339 EWING BRANOf 10635 SOUTH EWING AVENUE CHICAGO
ok Full Servtce 2079925 HEGWISCH BRANCH 13336 SOUTH BALTIMORE AVENUE CHICAGO
ok limited Se-rvke 20817)5 SOUnt DERRING FACILITY 10535 SOVTH TORRENCE AVENUE CHICAGO
Full Service 4099271 THOREK BRANOi 836 WEST IRVING PARK ROAD OUCAGO
ok Full Service 2121280 COAL CITY BRANot 20 SOUTH KANKAKEE COAlCITY
full Service 2809038 EVERGREEN PARK BRANCH 2400 WEST 95TH STREET EVUtGREEN PARK
ok Full Service 3188909 FRANKFORT BRANCH 19997 LA GRANGE ROAD FRANKFORT
Full5etvice 810436 CiARONERBRANCJ1 118 DEPOT STREET GARDNER
ok FultSrvlct 3188897 JOLIET ampRANCJ1 2398 ESSINGTON ROAO JOLIET
Full Service 3439553 LOClCPORT BRANCH 16545 WEST 159TH STREET LOCKPORT
ok Full Service 290931 LYONSlST AVENUE BRANCH 8601 OGDEN AVENUE LYONS
ok Full Service 3671504 MINOOKA BRANCH 515 WESTUS ROUTE 6 MINOOKA
ok LlmltcServfce 2111338 MOAAIS LISBON BRANCH 1433 USBON STREET MORRIS
ok Full Servkt 2809010 MORRIS ROUTE 6 BRANCH 1111 WEST US ROUTpound 6 MORRIS
Ful1 Servlct 2809047 NAPERVILLE BRANCH 1607 NORTH AURORA ROAD NAPERVILLE
ok full 5ervfce 2809056 NEW LENOX BRANCH 456 NELSON ROAD NEW LENOX
Full sMce 2103129 OAK FOREST BRANOf 15901 SOUTH CENTRAL AVENUE OAX FOREST
ok Full SeMct 3490255 OAK LAWN lllTH BRANOf 4700 WEST 111TH STREET OAK LAWN
ok Full Sfrvlce 2096717 OAK LAWN 95TH BRANCH 4001 WEST 95TH STREET OAK LAWN
ok Full Service 2295538 ORLAND PARK BRANCH lSCXJO SOUTH WOLF ROAD ORLAND PARt
State VpCode
IL 60457
IL 60440
IL 60409
IL E06H
IL 00617
IL 0063
IL 00617
IL 60613
IL 60416
IL 60805
IL 6042
IL 60424
IL 60435
IL 60441
IL 60534
I L 60447
IL 60450
IL 60450
IL 60563
IL 60451
IL 60452
IL 60453
IL 60453
IL 60467
County CawN FDICUNINUM Offb Numberbull Haad otfice Head Office 10 RSSD Comments
COOK UNITEO STATES 10748 0 STANOARO BANK ANO TRUST COMPANY 19730
Will UN ITED STATES 419532 34 STANDARD BANK ANO TRUST COMPANY 19730
COOK UNITED STATES 510611 44 STANDARD BANK AND TRUST COMPANY 19730
COOK UNITpound0 STATES 429662 35 STANDARD BANK ANO TRUST COMPANY 19730
COOK UNITED STATES 12089 18 STANDARD BANK AND TRUST COMPANY 73ltgt
COOK UNITED STATES 244100 20 STANDARD BANK ANO TRUST COMPANY 19730
COOK UNITED STATES 244099 19 STANDARD BANK ANO TRUST COMPANY 19730
COOK UNITED STATpoundS 510612 4S STANDARD BANKANDTRUSTCOMPANV 1973ltgt
GRUNDY UNITED STATES 263852 17 STANDARD SANK AND TRUST COMPANY 730
COOK UNITED STATES 13875 4 STAN OARD BANK AND TRUST COMPANY 19730
Will UNITED STATES 357237 15 STAN OARD BANK AND TRUST COMPANY 19730
GRUNDY UNITED STATES 7234 1 STAN DARO BANK ANO TRUST COMPANY 19730
Will UNITED STATES 238ASA 13 STANDARD BANK ANO TRUST COMPANY 19730
Will UNlTEO STATES 450324 38 STAN OARD BANK AND TRUST COMPANY 19730
COOK UNITED STATES 10912 22 STANDARD BANK ANO TRUST COMPANY 19730
GRUNDY UNITED STATES 465426 42 STANDARD BANK AND TRUST COMPANY 1973ltgt
GRUNDY UNITED STATES 266774 16 STANDARD BANK ANO TRUST COMPANY 1730
GRUNDY UNITED STATES 2243S6 10 STANDARD BANK AND TRUST COMPANY 19730
OU PAGE UNITED STATES 238451 6 STANDARD BANK ANO TRUST COMPANY 19730
Will UNITED STATpoundS 238452 11 STAN OARD BANK ANO TRUST COMPANY 19730
COOK UNTED STATES 244101 21 STANDARD BANK AND TRUST COMPANY 19730
COOK UNITED STATES 441863 36 STANDARD BANK AND TRUST COMPANY 19730
COOK UNITED STATES 238447 1 STANDARD BANK AND TRUST COMPANY 19730
COOK UNITED STATES 238450 5 STANDARD BANt AND TRUST COMPANY 19730
ok Fullrvke 2100379 PALOS 11HH BfANOl 11901 SOUTHWEST HIGHWAY PALOSPARIC ll 00464 COOK UNITED STATES 238448 2 STAN DARO BANK AND TRUST COMPANY 19730
ok rulSltVice 2427544 PALOS lllST BRANCH 9700WEST lllST STREET PALOS PARK ll 00464 COOK UNlTEOSTATES 238449 3 STAN DARO BANK AND TRUST COMPANY 19730
ot llmtedSrvke 3490273 NORTH RIVERSIDE BRANCH BJSOWEST CERMAK ROAD RlvtRSlDE ll COOK UNITED STATES 441864 37 STANDARD BANK AND TRUST COMPANY 19730
ot FuLServke 3202171 SHOREWOOD BRANOl 970 BROOK FOREST AVENUE SHOREWOOD It - t UNITED STATES 419531 33 STANDARD BANICANDTRUSTCOMPANY 19730
ok FulSrvlee 3188918 VILLA PARK BfWIOi 1 WESrRoostVrlTROAD VlltAPARIC It 50181 OUPAGE UNITED STATES 238455 14 STANDARDBANKANDTRUSTCOMPANY 19730
ok FulSrvke WllMINGTON BRANCH lOOSSOUTH WATER STREET WILMINGTON It 004 lt UNITED STATES 238453 12 STANDARD BANK AND TRUST COMPANY 19730
ok Fulfrvk 3197031 CHESTERTON BRANCH middot 755 JNDIAN BOUNDARY ROAD OIESTERTON IN PORTER UNITEDSTAlES 275664 32 STANDARD BANK AND TRUST COMPANY 19730
ok ruUrvic 2161D17 EASTCHCAGO BRANCH 4518 lNOANAPOUS BOULEVARD EAST CHICAGO IN 46312 lAKE UNITEDSTAlES 29 STANDARDSANKANDTRUSTCOMPANY 19730
ok Fulrvk 4913n HAMMOND BRANCH 1007 CALUMET AVENUE HAMMOND IN 46324 AKE UNITEDSTAlES 42227 30 STANDARD BANK AND TRUST COMPANY 19730
Fulrvlc 2161D3S HIGHtAND BRANCH 2930 RIDGE ROAD HIGHLAND IN 46322 UNITEOSTAlES 275659 27 STANDARD BANK AND lRUST COMP AN I 19730
ot Futtsrvke 2161044 LOWHl BRANCH 2090 EAST COMMERICALAVENUE LOWELL IN 463Sfgt21r AKE ONITEDSTAlES 275661 28 STANDARD BANK ANDTRUSTCOMPANI 19730
ok Full Srvlce 3439562 MERRlllVlllE BRANCH 579WESTUNCOlN HIGHWAY MERRlllVlllE IN 46410 AKE ONlEO STATES 450325 39 STANDARD BANK AND TRUST COMPANI 19730
ok Full Srvice 453712 SAINT JOHN BRANCH 9321 WICKER AVENUE SAINT JOHN IN 46373middot00 AKE ONtlEDSTATES 42414 26 STANDARD BANK AND rnusr COMPANY 19730
middot
Report ttem 4 Directors and Office (1) Name amp Address
J-Ohn R Barber New York NY
Christopher Doody Ne-vYork NY
1pound1 Pnncipal Occupation [rtmiddotrmiddotwittl BHC
Mariaging Partner eohesiVe ea pita I
Princlpal Storm Point Capital
(3) (bull) TrtiePosition with BHC Diredor
Director
FORM FR Y-9
STANDARD BANCSHARES INC Fiscal YearEnding Decttmber3112014
(3) lb) ltlePosition wffi1 Subsidiaries
NIA
NIA
(3) (c TrtlePosltlon wttn otherbuslne$es
Managtng Partner Cohesive Capital
Principal Stone Point Ciipitit
bull Stone Point ls the manager of the TriOOnt funds which are investment entities that own 25 or morn of the outstanding voting seairities orinlerests in various companles Mr Doody ls an ernployee and officer of Stone Point and is oo deemed to contror S1oria Point or the Trldent Funds He is not a principal securities holder of Stone Point or the Trident Funds The invstmenl committees of the Trident Funds are responsible for voting the shares or such companies and Mr Doody is not a member of the investment committees of the Trident Fonds A sctiedule of such companies in which U1e Trident funds hnve invested is available upon request
John o Gallagher Ortand Park IL
Managing Genera[ Partner OfdlarU Hill Bldg Co
Director Dior-standarU Bank
Managin9 GenerBi Partner Orchard HlllmiddotB1dg Co President Ordiard Hm Building Co Inc
Managing Member Qnhard Hill Construction LLC
Managing Membelt Austin Construction Co bull LLC
Presdenl Bougton Development Co
President ennStructildeg Co lnc
Prestdenl middot Farmingdare Development eomiddot
middotana9in middotRa -middot middot fariTijngdre _Mittwo middot
Pldciit_ _ Fam1r9dale Utilify Co_
Managing Partner Frtz91erald Lad lnvestment Ptshp
(4) a) 1w of Voting Shares in BHC
563
middot1483
14450
(4)(o) (4) (b) Names of othfr companitts 4 of Voting (if 25 ormorl voting Shares in Subs securities a held
NIA
NIA
NIA
NIA
NIA
NIA
NIA
NIA
NIA
NIA
Dryden Cons1rudioo Co Inc 100
NIA
NIA
NIA
Frtzgerald Land Investment Plshp 25
(1) Name amp Mdlt=
John D Gallagher CJriand Pru IL
(2) Principal rbull _ BHC1
(3) (b) TdfePosition wiU1 SubsXfiarics
(J)(c TrtiePttSition wTUi other buslncssts
Trustee-Vote 100 Galla171ormiddot Henr)Tnisl
- Gallagher amp Henry Inc
Prumlaquo GaDaQhef Parloecs LP GB4 Jnc
Managing Partner Gl6mwod DevelopmElnt Co
Managmjl farlnelt Heruy Co Managmo Hermann Umd Investment Ptshp
Managing- Kolarlrugtd I lgthp Preltldeot Kokast -kimes Inc
PreSdenl Coo$trixtioo middotmiddot nc
- -MiAdams 400 Investment Ptshp
Msoagir(Q Partner Meifefl1 id lnpoundiiini _Pthp Managing Partner sr middotGod 1nVeslmoo Pbhp Managiog Partnef
-LampftPtshp TruSt6e
ThOGalfaghmiddotorSliujiini middot Trust
(4) (bull) of Voting Shares in BHC
(4) (b) of Voting Shares In SUbs
Names of other companies frf 25 degmom voting securiDes arn heJd NIA
NIA
NIA
NIA
NIA
NIA
NIA
Hennarm Lnnd Investment Ptshp 25
K6irland lovStrnerrlPiStip 25 NIA
NIA
NIA
Laod lNeStrnloi PlShp 25
df1li3 lfjJrlvtrpnt PWiP 25
Land l hp 25
e(Lao1fl PtShp 25_-xmiddotmiddot middot
standard tWesTrust 25 middot
(1) Name amp Address
Tnnothy J GsJlaghet Burr Ridge IL
(2) Principal Occupation [d other than with BHC)
(J) (a) TrltePosifion wtth BHC
(3)(b) TdiePosffion wittl Subskfcuies
OlaHrnan of the Board
(J) (c) TitlePosition with other businees
PreOOeot Brittany Glen Homeownoc l=gtc Suffield Woods Homeowner Assoc FanntngdaJe Viage Com Assoc fumlogdale Vdlage Com Assoc 2 Misty Meadoyenr Homeowner Assoc 1ltings1on Hills liomeOMler Assoc Gallagheramp Henrys Condos Goodiogs Grove Assoc Ganaghcr amp Heruys Goocfings Grove Umbretia Assoc Farmingdale Vil Cooos of Woodridge Homeowner Assoc Radc5ffe rtMe TOvlfflhomes Assoc
BNC OWnefs Assodatioo
Boughton Woodward Commenial Center LLC su-lgle MembeltUC- GB4 i5 member
Union Poirrte Investors Uc Sing1e MemberlLC- Union PcWe Oevclopmeot Co b member
Uoion POOte Buadlog Venture 1lLC Union 00rt lnvestorn LlC ts member Union Pofrrte Buikfing Venlilre 112 LLC Unton Point nveslor lLC is member
Union Pointe Boikfing Venture 3 LLC Union Poinl lnveslors UC is member
standgtnJ Bank -ALm1 Construction Co LlC
Pminlaquo Frtzyerald Lnnd Investment Pbttp
(lt)(bull) ofVotlng Shares in BHC
11520
(4) (b) ofVotiog Shares in Subs
NIA
Names of other companies (If 25 or l1XgtflJ voting securities aro held
NIA NIA NIA NIA NIA NIA NIA WA NIA NIA NIA
WA
NIA
WA
WA
NIA
NIA
WA
NIA
NIA
NIA
WA
WA
(1) =
Timothy J GJJbghctshyBorr Ridge IL
(2) Principal (if oUJef than wtth BHC)
3 (a) TitlePosition wilh BHC (3) 1c) Trtielosilion with other businesses ampcretuy amp Henry Inc
_ GieoMXgtd Developmeot Co
Partner Hermann Land Investment Pt5hp KOOr land Investment Ptstip
Secret3y Kolcast Homes loo
__ Koamp Construction Co Inc
Secrebgty Ordnrd Hin Buikfing Co Inc
Pa1nelt srrvb land 1ovestrnent Pshp -Smotelt Land Investment Ptshp Trustee- Vote 100 The Gollagher stmdafd
Trust
-- uruoo Pointe Development Co
lt4)(a) ofVotiog Shares in BHC
(4) (b) of Voting Shares In Sobs
tfamos of othcreomnk (lf25 ormoro vo6ng sccuritios arc held
NIA
NIA
NIA
Hennano Land Investment Ptshp 25
Kolar land Investment Pshp 25
NIA
NIA
NIA
Maas Land Investment Ptshp 25
McAdams Iand lnv=tmeni Plshp 25
Medema land lnvestme111 Ptshp 25
NIA
NIA
NIA
Slivka land Investment Plshp 25
SmoterUmd I Ptshp 25
Unkio Pointe Devdopmcot Co 25
(11 (21 Pl (a) 3 (b) 3) c) 4 (a) (4)b) Names of othelt com pan Name amp Adqross princi Occupation TJdcPositiorl TJHePositiorl TrticPosIDon of Voting of Voting [If 25 or mon voting
(if other than with Bl tc) wtth SHC with Subsidiaries with other businesses Shares In BHC Shares in Subs securities are heJd
Timothy J GaUagilet Slaquoretmy GB4 Inc SurRXgeIL GB4 lnc 251
Uoioo Polnte Bonding Venture 3 UC NIA Uoiont PoCnt lnves1ocs LLC is member
Lawraooe P Kelley NIA DirododVJCO Chaifman Oamp-edooVlce Chairman NIA 023lt))1 NIA NIA Pltullt IL PreraquoleoUCEO -0-0
standam Bank
Atampief Ko-arldt NIA DirodOlt Dirodoc NIA 0140 NIA NIA 1-fmsdak ll -
Howrd K Priess JI - deg Dirodoc Solo Pradiltgtoelt 0140 NIA NIA NapeMe IL Standard Bank
Owner White Oak Construction LlC Wh4te Oak Construction LLC 100
Robert A RoslKWt NIA Lead ndepcodeot Director oltedoc NIA D140( NIA NIA QOCago u standanl Bank
Charles E Shomo rv NIA deg Ciredor NIA 013lfI( NIA NIA Bur Ridgo IL standam Bank
Patrick J Hunt NIA _ Executive VPCFO NIA 008 NIA NIA Palos Heights IL EVPCfO standanl Bank
deg Scoltzu NIA Asst VPJAssl Asst VPAsst Secy NIA 00CXgt1 NIA NIA
Everyreen Park IL Sea-- SiandagtO Bank
STAN DARD BANCSHARES INC AND SUBSIDIARIES
NOTES TO CONSOLI DATED FI NANCIAL STATEMENTS (in thousands except share data)
Note 1 6 - Contingent Liabilities and Commitments
The Company does not reflect in its financial statements various commitments and contingent liabilities which arise in the normal course of business and which involve elements of credit risk interest rate risk and liquidity risk These commitments and contingent liabilities are commitments to extend credit commercial letters of credit and standby letters of credit A summary of the Banks commitments and contingent liabilities at December 31 is as follows
Commitments to extend credit under Unused commercial and other lines of credit Unused equity lines of credit Standby letters of credit
2014 201 3
$262907 46 125 42041
$234893 52905 40284
Commitments to extend credit commercial letters of credit and standby letters of credit a l l include exposure to some credit loss in the event of nonperformance of the customer The Banks credit policies and procedures for credit commitments and financial guarantees are the same as those for extension of credit that are recorded on the consolidated balance sheet Because these instruments have fixed maturity dates and because many of them expire without being drawn upon they do not generally present any significant liquidity risk to the Bank The Bank has not incurred any significant losses on its commitments in either 2014 201 3 or 2012
The Bank is party to litigation and claims arising in the normal course of business Management after consultation with legal counsel believes that the liabilities if any arising from such litigation and claims will not be material to the Companys consolidated financial position
Note 1 7 - Derivatives
D erivative contracts entered into by the Company are limited to those that are treated as non-designated derivative instruments The Company provides customers with interest rate swap transactions and offsets the transactions with interest rate swap transactions with inter-bank dealer counterparties as a means of offering risk management solutions to customers As ofDecember 3 1 2014 there were $6006 outstanding in notional values of swaps where the Company pays a variable rate of interest and the customer pays a fixed rate of interest This position is offset with counterparty contracts where the Company pays a fixed rate of interest and receives a floating rate of interest The estimated fair value of interest rate swaps was recorded as an asset of $207 and as a liability of $214 as of December 31 2014 Swaps with customers and inter-bank dealer counterparties are carried at fair value with adjustments recorded in other income The net effect of fai r value adjustments running through the income statement was immaterial during the year ended December 31 2014 There were no interest rate swap derivatives as of December 3 1 2013
3 9
STANDARD BANCSHARES I NC AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (in thousands except share data)
Note 1 8 - Financial I nstruments Fair Value Disclosure
The fair value measurement accounting Hterature establishes a fair value hierarchy which requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value The standard describes three levels of inputs that may be used to measure fair value
1 Level 1 - Unadjusted quoted mariltet prices in active markets that are accessible at the measurement date for identical unrestricted assets
2 Level 2 - Significant other observable inputs other than Level 1 prices such as quoted market prices for similar assets and liabilities quoted prices in markets that are not active or other inputs that a re observable or can be corroborated by observable market data
3 Level 3 - Signlficant unobservable inputs that reflect a reporting entitys own assumptions about the assumptions that mariltet participants would use in pricing an asset o r liability
A financial instruments level within the fair value hierarchy is based on the lowest level of input that is significant to the fair value measurement
Fair values of assets measured on a recurring basis at December 3 1 2014 and 2013 are as follows
De ce mbe r31 2014 Financial Assets
Securities available-for-sale US government sponsored entities and agencies Mortgage-backed securities - residential Equity securities
Total securities available-for-sale
Derivatives
Financial Liabilities
Derivatives
De ce mbe r 31 2013 Financial Assets Securities available-for-sale
US government sponsored entities and agencies Mortgage-backed secu rities - residential Equity securities
Total securities available-for-sale
Fair Value
$1 46307 3668 4 41 9
$1 54 394
$ 207
$ 214
$ 1 24431 1 2203
2 954 $ 1 39 588
Fair Value Measurements Usin1 Quoted Significant P rices Other
in Active Observable Markets Inputs (Level 1 ) (Level 2)
$
392 $ 392
$ -
$ -
$
$1 46307 3668 4 027
$1 54 002
$ 207
$ 2 1 4
$ 1 24431 12203 1 984
$1 38 61 8
Significant Unobservable
Inputs (Level 3)
$
$
$
$
$
$
As of December 31 2014 and 2013 there were no transfers between levels
40
STANDARD BANCSHARES I NC AND SUBSI DIARIES
NOTES TO CONSOLI DATED FI NANCIAL STATEMENTS (in thousands except share data)
Note 1 8 - Financial I nstruments Fair Value Disclosure (Continued)
The fair values of marketable equity securities available-for-sale are generally determined by quoted market prices in active markets for each specific security (Level 1 measurement inputs) If Level 1 measurement inputs are not available for a marketable equity security the fair value is determined by the quoted market price of a similar security traded in an active market (Level 2 measurement inputs)
The fair values of debt securities available-for-sale are generally determined by matrix pricing which is a mathematical technique widely used in the industry to value debt securities without relying exclusively on quoted market prices for the specific securities b ut rather by relying on the securities relationship to other benchmark quoted securities (Level 2 measurement inputs)
Derivative s
The fair value of derivatives are based o n valuation models using observable market data a s of the measurement date (Level 2) Our derivatives are traded in an over-the-counter market where quoted market prices are not always available Therefore the fair values of derivatives are detenmined using quantitative models that utilized multiple market inputs The inputs will vary based on type of derivative but could include interest rates prices and indices to generate continuous yield or pricing curves prepayment rates and volatility factors to value the position The majority of market inputs are actively quoted and can be validated through external sources including brokers market transactions and thirdshyparty pricing services
Fair values of assets measured on a nonrecurring basis are as follows
Oe ce mbe r31 2014 Other real estate owned net Impaired loans Loans held for sale Mortgage servicing rights
De ce mbe r 31 2013 Other real estate owned net Impaired loans Loans held for sale Mortgage servicing rights
Fair Value
$ 1 6233 41 895
8274 2435
$12 930 54 1 62
5408 2726
Fair Value Measurements Using Quoted Significant Prices Other
in Active Observable Markets Inputs (Level 1 ) (Level 2)
$ $
8274
$ - $
5408
Significant Unobservable
Inputs (Level 3)
$ 1 6233 41 895
2435
$1 2930 541 62
2726
Other real estate owned are initially recorded at fair value less costs to sell when acquired and are subsequently measured at the lower of cost or fair value less estimated costs to sell Fair values are based on third party appraisals of the property or internal valuations on smaller properties using comparable market data and various external resources resulting in a level 3 classification When the carrying value exceeds the fair value less costs to sell an impairment loss is recognized
The fair value of impaired loans secured by real estate with specific allocations of the allowance for loan --------- 1osses-is-generally-based-on--recent-real-estate-appraisals-or-internal-valuations-on-smaller-prnperties--shy
using comparable market data and various external resources These appraisals may utilize a single
41
STANDARD BANCSHARES INC AND SUBSI DIARIES
NOTES TO CONSOLI DATED FI NANCIAL STATEMENTS (in thousands except share data)
Note 1 8 - Financial Instruments Fair Value Disclosure (Continued)
valuation approach or a combination of approaches including comparable sales and the income approach resulting in a level 3 classification
Loans held for sale are carried at the lower of cost or fair value which is evaluated on a pool-level basis The fair value of loans held for sale is determined using quoted prices for similar assets adjusted for specific attributes of that loan or other observable market data such as outstanding commitments from third party investors resulting in a level 2 classification
The Company records its mortgage servicing rights at fair value and includes them in other assets in the Consolidated Balance Sheets Mortgage servicing rights do not trade in an active market with readily observable prices Fair value is based on market process for comparable mortgage servicing contracts when available or alternatively is based on a valuation model that calculates the present value of estimated future net servicing income Key economic assumptions used in measuring fair value of mortgage servicing rights at December 31 2014 included prepayment speeds maturities and discount rates While market based data is used to determine the assumptions the Company incorporates its own estimates of the assumptions market participants would use in determining the fair value of mortgage servicing rights which results in a level 3 classification
De cembe r 31 2014 Assets Cash and cash equivalents Securities held-to-maturity Securities available-for-sale Loans - net Loans held for sale Federal Home Loan Bank stock at cost Accrued interest receivable Derivatives
Liabilities
Deposits Federal Home Loan Bank advances Accrued interest payable Derivatives
De ce mbe r 31 2013 Assets
Cash and cash equivalents Securities held-to-maturity Securities available-for-sale Loans - net Loans held for sale Federal Home Loan Bank stock at cost Accrued interest receivable
Liabi lities Deposits Accrued interest payable
42
Carrying Value
$ 1 99476 3888
1 54394 1 744331
8274 3247 59 1 9
207
$ 1 993572 1 5000
265 214
$ 234 1 83 1 762
1 39588 1 61 9995
5408 3 143 5 576
$1 91 9 1 05 286
Fair Value
$ 1 99476 3 564
1 54394 1 798279
8274 3247 591 9
207
$1 992796 1 4984
265 214
$ 234 1 83 1 41 5
1 39588 1 679668
5408 3 143 5576
$ 1 920335 286
STANDARD BANCSHARES I NC AND SUBSI DIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (in thousands except share data)
Note 1 8 - Financial I nstruments Fair Value Disclosure (Continued)
In estimating the fair value of certain assets and liabilities not previously presented the following assumptions were made
Cash and Cash Equivalents
The carrying amounts of cash and equivalents reported in the balance sheet approximate fair value
Securities
Estimated fair values of securities are based on one of three models 1 ) quoted market prices where available 2) quoted market prices for similar instruments if quoted market p rices are not available 3) unobservable data that represents the Banks assumptions about items that market participants would consider in determining the fair value where no market data is available
L oans
Fair values of loans excluding loans held for sale are estimated as follows For variable rate loans that re-price frequently and with no significant change in credit risk fair values are based on carrying values Fair values for other loans are estimated using discounted cash flow analyses using interest rates currently being offered for loans with similar terms to borrowers of similar credit quality to calculate the present value of future contractual principal and interest cash flows and discounting them back to the present using a discount rate Impaired loans are valued at the lower of cost or fair value as described previously The methods utilized to estimate the fair value of loans do not necessarily represent an exit price
The fair value of loans held for sale is estimated based upon binding contracts and quotes from third party investors
Federal Home Loan Bank (FHLB) Stock
The carrying amounts reported in the balance sheet approximate fair value
Accrued Interest Receivable I Payable
The carrying amounts reported in the balance sheet approximate fair value
Deposits
The fair values disclosed for demand deposits (eg interest and non-interest checking passbook savings and certain types of money market accounts) are by definition equal to the amount payable on demand at the reporting date (ie their carrying amount) The carrying amounts of variable rate fixed-term money market accounts and certificates of deposit approximate their fair values at the reporting Fair values for fixed rate certificates of deposit are estimated using a discounted cash flows calculation that applies interest rates currently being offered on certificates to a schedule of aggregated expected monthly maturities on time deposits
Federal Home Loan Bank Advances
The fair value of Federal Home Loan Bank advances is estimated using discounted cash flow analyses --------based-on-the-currentborrowing-rate-of-similartypes-of-advances
43
STANDARD BANCSHARES I NC AND SUBSIDIARI ES
NOTES TO CONSOLI DATED FINANCIAL STATEMENTS (in thousands except share data)
Note 1 8 - Financial I nstruments Fair Value Disclosure (Continued)
Off-balance sh eet in strum ents
Fair asset andor liability value of off-balance sheet financial instruments as described in Note 1 6 may be estimated by applying fees currently charged for comparable commitments Based upon the qual ity of these commitments and their demand in the financial market it has been assumed that there is no material difference in the estimated fair value
Note 1 9 - TARP Capital Purchase Program
On April 24 2009 the Company entered into a Letter Agreement with the United States Department of Treasury (the Treasury) pursuant to which the Company sold to the Treasury 6000 shares of the Companys Fixed Rate Cumulative Perpetual P referred Stock Series A for $60 million and a warrant to acquire $3 million of Fixed Rate Cumulative Perpetual P referred Stock Series B for a nominal exercise price Immediately upon consummation of the closing the Treasury exercised the warrant and acquired the Series B Preferred Stock The Preferred Stock Series A qualified as Tier 1 capital and paid cumulative dividends q uarterly at a rate of 5 per annum The P referred Stock Series B qualified as Tier 1 capital and paid cumulative dividends quarterly at a rate of 9 per annum The difference between the initial carrying value that was allocated to the Series B Preferred Stock and its redemption value of $3 million will be charged to retained earnings (with a corresponding increase in the carrying value of the Series B Preferred Stock) over the first five years of the contract as an adjustment to the dividend yield using the level yield method During 201 1 the Company elected to suspend dividend payments For the year ended December 31 2012 total dividends of $3462 had been declared but not paid On February 22 201 3 1 3548387 of common shares were issued to the US Treasury in exchange for the $60 million and $3 million of Fixed Rate Cumulative Preferred Stock Series A and Series B respectively The Treasury subsequently sold those shares to institutional investors at $465 per share In addition the Company paid $6 million of dividends to the Treasury which included 1 00 of past due dividends and dividends due through February 22 2013
Note 20 - Regulatory Matters
The Companys primary source of cash is dividends received from its subsidiary bank The subsidiary bank is subject to certain restrictions on the amount of dividends that it may declare without prior regulatory approva L In addition the dividends declared cannot be in excess of the amount which would cause the subsidiary bank to fall below the minimum required for capital adequacy purposes
Banks and bank holding companies are subject to regulatory capital requirements administered by federal banking agencies Capital adequacy guidelines and additionally for banks prompt corrective action regulations involve quantitative measures of assets liabilities and certain off-balance-sheet items calculated under reg ulatory accounting practices Capital amounts and classifications are also subject to qualitative judgments by regulators Failure to meet capital requirements can initiate regulatory action Management believes as of December 3 1 2014 the Company and Bank meet al l capital adequacy requirements to which they are subject
Prompt corrective action regulations provide five classifications well capitalized adequately capitalized undercapitalized significantly u ndercapitalized and critically undercapitaized although these terms are not used to represent overall financial condition If adequately capitalized regu latory approval is required to accept brokered deposits If undercapitalized capital distributions are limited as is asset growth and expansion and capital restoration p lans are required At year-end 201 4 and 2013 the most recent reg ulatory notifications categorized the Bank as well capitalized under the regulatory framework for prompt corrective action There are no conditions or events since that notification that management believes have changed the institutions category
44
STAN DARD BANCSHARES I NC AND SUBSI DIARI ES
NOTES TO CONSOLIDATED FI NANCIAL STATEMENTS (in thousands except share data)
Note 20 - Regulatory Matters (Continued)
The Banks actual and required capital amounts and ratios are as follows
To Be Well Capitalized U nder
For Capital Prompt Corrective Actual Adeguac[ Puqoses Action Provisions
Amount Ratio Amount Ratio Amount Ratio As of December 31 2014 Total Capital
(to risk-based assets) Company $271 785 143 $ 152226 80 NA NA Bank 269993 1 42 1 52229 80 $1 90286 1 00
Tier I Capital (to risk-based assets) Company 247887 1 30 76 1 1 3 40 NA NA Bank 246093 129 761 14 40 1 14 171 60
Tier I Capital (to average assets) Company 247887 1 08 92 1 26 240 NA NA Bank 246 093 1 07 92 1 09 240 1 1 5 1 36 2 5 0
As of December 31 2013 Total Capital
(to risk-based assets) Company $246213 1 38 $142344 280 NA NA Bank 244607 1 38 1 42 170 280 $ 1 77713 2100
Tier I Capital (to risk-based assets) Company 223444 126 71 1 72 240 NA NIA Bank 221 838 1 25 71 085 240 1 06628 2 60
Tier I Capital (to average assets) Company 223444 1 03 86430 240 NIA NA Bank 221 838 1 03 86450 240 1 08 063 2 50
45
STANDARD BANCSHARES INC AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (in thousands except share data)
Note 21 - Capital Management
The overall objectives of the Companys capital management are to have the availability of sufficient capital to support loan deposit and other asset and liability g rowth and to maintain capital to absorb unforeseen losses or write-downs that are inherent in the business risk associated within the banking industry The Company seeks to balance the need for higher capital levels to address growth and unforeseen risks and the goal to achieve an adequate return on capital invested
In July 201 3 the federal banking agencies issued a final rule revising the regulatory capital rules applicable to most national banks and federal savings associations as well as their holding companies generally beginning on January 1 201 5 The rule implements the Basel Committees December 201 O framework known as Basel I l l for strengthening the international capital standards as wel l as certain p rovisions of the Dodd-Frank Act The final ru le implements a revised definition of regu latory capita l a new common equity Tier 1 minimum capital requirement of 450 and a higher minimum Tier 1 capital requirement of 600 (which is an increase from 400) Under the final rule the total capital ratio remains at 800 and the minimum leverage ratio is 400
Additionally under the final rule in order to avoid l imitations on capital distributions including dividend payments and certain discretionary bonus payments to executive officers a banking organization must hold a 25 capital conservation buffer composed of common equity Tier 1 capital above its minimum risk-based capital requirements The b uffer is measured relative to risk-weighted assets The final rule also enhances risk sensitivity and addresses weaknesses identified by the regulators over recent years with the measure of risk-weighted assets
The new minimum capital requirements will b e effective for the Company on January 1 201 5 whereas the capital conservation buffer and the deductions from common equity Tier 1 capital phase in over time beginning on January 1 201 6
Capital Raise
On February 22 201 3 Standard Bancshares Inc completed its recapitalization by issuing 29864795 shares of common stock at $465 per share for gross proceeds of $ 1 389 million 1 3 548387 of the common shares were issued to the US Treasury (the Treasury) in exchange for the $63 million of Fixed Rate Cumulative Preferred Shares Series A and B The Treasury subsequently sold those shares to I nstitutional Investors at $465 per share An additional 16 316408 of common shares were issued to Institutional Investors and private investors Of the aggregate 29864795 common shares issued 1 9430750 are voting shares and 1 0434045 are mm-voting shares
In conjunction with the recapitalization the Articles of Incorporation of the Company were amended to authorize 20000000 shares of preferred stock at $001 par value No preferred stock has been issued as of December 31 2014
Sto ck Settled Rights (SSRs)
On February 22 201 3 in connection with the recapitalization of the Company the Board of Directors distributed as a dividend in kind 7293407 Stock Settled Rights (SSRs) to the holders of the Common Stock as of the Record Date (November 5 2012) The number of SSRs issued is equal to the product of (i) 03888 and (ii) 18757921 the number Common Shares outstanding as of the Record Date The estimated fair value of the SSRs completed by an independent third party as of September 30 2014 and February 22 201 3 was determined to be approximately $026 per SSR or $1 880 and approximately $021 per SSR or $1 532 respectively Expense recorded related to the SSRs was $1 880 in 2014 No expense was recorded in 201 3
46
STANDARD BANCSHARES INC AND SUBSI DIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (in thousands except share data)
Note 21 - Capital Management (Continued)
Stock Settled Rights (SSRs) (Continued)
The SSRs are structured as common stock dividends to be paid to certain common shareholders of the Company under specific conditions The amount of common stock to be distributed is determined by a formula that considers among other things the value of the outstanding common stock at the Settlement Date Settlement Date is defined as the earlier of (i) the date a liquidity event (an I POrecapitalization or a sale of control) occurs during the term of the SSRs and (ii) the SSR Expiration Date (February 22 201 8) The SSRs will be exercised based on the value of the common shares at that time subject to the Settlement Rate formula
The Accretion Rate is a component of the Settlement Rate It is either an middotannual rate of 80 or 120 with the value determined by the cum ulative economic losses that occur in the loan portfolio from June 30 201 1 to the time the SSRs are settled
On the Settlement Date the Company shall determine the number of shares of Common Stock issuable upon the settlement of an SSR The Settlement Rate shall be calculated based on a formula that considers among other factors the value per share of the common stock on a fully diluted basis reduced by the accretion rate with that number divided by the value per share of common stock on a fully diluted basis
If the Settlement Rate is greater than zero the Company shall issue and deliver to each of the SSR Holders a number of shares of Common Stock equal to the product of (i) the Settlement Rate multiplied by (ii) the number of SSRs held by such H older as reflected in the SSR register as of the close of business on the last Business Day prior to such Settlement Date
In connection with the occurrence of a Liquidity Event on or prior to the Expiration Date the Board of Directors may at its option and in its sole discretion order the redemption and the Company may redeem the SSRs in whole or in part at the redemption price per SSR based on a formula that considers the price per share of Common Stock at which the Company is valued on a fully diluted basis in connection with such Liquidity Event as determined in good faith by the Independent Committee plus a l l cash dividends paid oil the common stock from the date of issuance of the SSRs less $465 accreting on a daily basis at the Accretion Rate
The Company hired an independent third party firm to value the SSRs The following variables were taken into consideration when deriving a value for the SS Rs
1 ) The probability of a liquidity event (sale of control or PO) during the term of the SS Rs 2) The Accretion Rate assigned to the Settlement Rate of the SSRs 3) The estimated value of the Companys common stock at the earlier of a) a liquidity event or b)
the SSR Expiration Date (February 22 201 8) 4) The type of liquidity event that might occur 5) Future value parameters including a) tangible common book value b) earnings and c) market
conditions
The valuation of the common shares at the Settlement Date will depend on the Companys financial condition and the market pricing of financial institution stock both on a stand-alone basis and on a sale of control basis at that time
47
STANDARD BANCSHARES I NC AND SUBSIDIARI ES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (in thousands except share data)
Note 22 - Condensed Financial Statements
The Company was incorporated in I l linois on February 23 1 982 The Company accounts for its investment in subsidiaries under the equity method Under this method the investment is recorded at cost adjusted for the subsidiaries undistributed net income (loss) Presented below are the condensed financial statements of Standard Bancshares I nc (Parent Company Only)
Assets Cash Investment in subsidiaries Other assets
Total assets
CONDENSED BALANCE SH EETS DECEMBER 31 2014 AND 2013
Liabilities and shareholders equity Other liabilities Total stockholders equity
Total liabilities amp stockholders equity
2014 $ 4 163
264242 328
$268733
$ 2685 266048
$268733
CON DENSED STATEMENTS O F I N COME YEARS ENDED D ECEMBER 31 201 4 201 3 AND 201 2
2014 I ncome
Other income $
Expenses 2909 Loss before income taxes and equity in undistributed
earnings of subsidiaries (2909) Income tax benefit 88
Loss before equity in undistributed earnings of subsidiaries (2821)
Equity in undistributed earnings (loss) of subsidiaries 1 7 1 1 5
Net income (loss) 1 4294 Preferred dividends and discount accretion on preferred shares
Net income (loss) applicable to common shareholders $1 4294
48
201 3 $ 2 1 95
248 090 1 944
$252229
$ 322 251 907
$252229
201 3 201 2
$ $ 1
1 747 8539
(1 747) (8538) 291 1 0 1 7
(1 456) (7521) 9 629 (23241) 8 173 (30762) 1 1 24 4090
$ 7049 $(34852)
STAN DARD BANCSHARES INC AND SUBSIDIARIES
NOTES TO CONSOLIDATED FI NANCIAL STATEMENTS (in thousands except share data)
Note 22 - Condensed Financial Statements (Continued)
CONDENSE D STATEMENTS OF CASH FLOWS YEARS ENDED DECEMBER 31 2014 201 3 AND 201 2
Cash flows from operating activities Net income (loss)
Adjustments Equity in undistributed net (income) loss of subsidiaries Amortization Stock based compensation expense ( Increase) decrease in other assets Increase (decrease) in other liabilities
Net cash provided by (used in) operating activities Cash flows from financing activities
Issuance of common stock net of issuance costs Capital contribution to Standard Bank Repayment of note payable Cash Dividends
N et cash provided by financing activities
Net increase (decrease) in cash
Cash - beginning of year
Cash - end of year middot
Supplemental schedule of non-cash financing activities Change in par value on common stock Exchange of preferred stock to common stock
49
2014
$ 1 4294
( 17 1 1 5) 28
782 1 616 2363 1 968
1 968
2 1 95
$ 4 163
$ $
201 3
$ 8 1 73
(9629) 29
441 1 872
(4273) (3387)
68598 (41 500) ( 16 1 00)
(6026) 4972
1 585
6 1 0
$ 2 1 95
$ 4277 $63000
201 2
$(30762)
23241 6 1 67
( 1908) 2 043
( 1 2 1 9)
( 1 2 1 9)
1 829
$ 6 1 0
$ $
FORM FR Y-6
STANDARD BANCSHARES INC
Hickory Hills Illinois Year Ending Dccember31 2014
REPORT ITEM
1 The BHC Is not registered with the SEC Coples of the Annual Report Nil be sent undersepirate cover when completed
2a Organization Chart fo Standard BallCShares Inc
I THE BOULEVARD INC
SL John Indiana 100
JnCQrporated in Indiana
2b Branch Verification
STANDARD BANCSHARES INC Hickory Hills Illinois Jncorporateltl In Illinois
STANDARD BANKAND TRUST COMPANY Hickory Hills llllnois
Incorporated In lllnols 100
I STANDARD REDEVELOPMENT INC
Hickory Hills Illinois 100
Incorporated in Illinois
(Not subject to Y-10 reporting ) Code 91 CE - Liquidation Of debts previously contracted
The branch and lax-kl flStings were emailed to branch revieW on 223115
3 (1) As ofyear-end
Name and Address
Trident SBI Holdings lP Greeffilidl CT
Robert E Gallagher Sr Trust John D Gallagher Trustee Palos Heights IL
The Gallagher Standard Bancshares TR Timolhy J GaJagheuror Trustee Hickory Hitls IL
Pantheon Standard LP San Francisco CA
CohesVe Capital Parners LP New York NY W Capital Partners II LP NewYork NY
Couritrlt of Citizenship or lncorooratlon Number and Percentage Of Voting Serurtties
USA 5662194- 1483
USA 5516086 - 1444
USA 4382666 - 1 t47
USA 3762128-985
USA 2 150537 - S63
USA 2 150537 - 563
Note llle shares in the Robert E Gallagher Sr Tr are voted on by John D Gallagher Director of Standard Bank Tue shares Jn the Gallager Standard Bancshares Tr are voted on by Timolhy J Gallagher Director of Standard Bank
3 (2) OtherSharehofors oat listed in Section 3 (1) above that held more than 5 during the year
None
Resuhs A Ilse of branches forvour holdln1 company STANDARD 8ANCSHARES INC (1245590) or HICKORY HILLS IL
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bull FDtC UNINUM Office Number and ID_RSSO co1unvu ara for reference only Verification of these values is not required
- - 8nch Suvlce Type Branch 10 RSSO ia- terNeme Street Address City
ok FuUServltefHud Officel 19730 STAN OARD BANK ANO TRUST COMPANY 7800 WEST 9STH STREET HICKORY HILLS
ok Full Service 3202168 BOLINGBROOK BRANCH 282 NORTH WEBER ROAD BOLINGBROOK
ok Limited Strvce 4126065 CALUMET CITY 1968 SIBLEY BOULEVARD CALUMET CITY
FullSetvke 3309928 CLARK STREET 8RANOi 3747 NORnt CLARK STREET atlCAGO
ok FullServiett 474339 EWING BRANOf 10635 SOUTH EWING AVENUE CHICAGO
ok Full Servtce 2079925 HEGWISCH BRANCH 13336 SOUTH BALTIMORE AVENUE CHICAGO
ok limited Se-rvke 20817)5 SOUnt DERRING FACILITY 10535 SOVTH TORRENCE AVENUE CHICAGO
Full Service 4099271 THOREK BRANOi 836 WEST IRVING PARK ROAD OUCAGO
ok Full Service 2121280 COAL CITY BRANot 20 SOUTH KANKAKEE COAlCITY
full Service 2809038 EVERGREEN PARK BRANCH 2400 WEST 95TH STREET EVUtGREEN PARK
ok Full Service 3188909 FRANKFORT BRANCH 19997 LA GRANGE ROAD FRANKFORT
Full5etvice 810436 CiARONERBRANCJ1 118 DEPOT STREET GARDNER
ok FultSrvlct 3188897 JOLIET ampRANCJ1 2398 ESSINGTON ROAO JOLIET
Full Service 3439553 LOClCPORT BRANCH 16545 WEST 159TH STREET LOCKPORT
ok Full Service 290931 LYONSlST AVENUE BRANCH 8601 OGDEN AVENUE LYONS
ok Full Service 3671504 MINOOKA BRANCH 515 WESTUS ROUTE 6 MINOOKA
ok LlmltcServfce 2111338 MOAAIS LISBON BRANCH 1433 USBON STREET MORRIS
ok Full Servkt 2809010 MORRIS ROUTE 6 BRANCH 1111 WEST US ROUTpound 6 MORRIS
Ful1 Servlct 2809047 NAPERVILLE BRANCH 1607 NORTH AURORA ROAD NAPERVILLE
ok full 5ervfce 2809056 NEW LENOX BRANCH 456 NELSON ROAD NEW LENOX
Full sMce 2103129 OAK FOREST BRANOf 15901 SOUTH CENTRAL AVENUE OAX FOREST
ok Full SeMct 3490255 OAK LAWN lllTH BRANOf 4700 WEST 111TH STREET OAK LAWN
ok Full Sfrvlce 2096717 OAK LAWN 95TH BRANCH 4001 WEST 95TH STREET OAK LAWN
ok Full Service 2295538 ORLAND PARK BRANCH lSCXJO SOUTH WOLF ROAD ORLAND PARt
State VpCode
IL 60457
IL 60440
IL 60409
IL E06H
IL 00617
IL 0063
IL 00617
IL 60613
IL 60416
IL 60805
IL 6042
IL 60424
IL 60435
IL 60441
IL 60534
I L 60447
IL 60450
IL 60450
IL 60563
IL 60451
IL 60452
IL 60453
IL 60453
IL 60467
County CawN FDICUNINUM Offb Numberbull Haad otfice Head Office 10 RSSD Comments
COOK UNITEO STATES 10748 0 STANOARO BANK ANO TRUST COMPANY 19730
Will UN ITED STATES 419532 34 STANDARD BANK ANO TRUST COMPANY 19730
COOK UNITED STATES 510611 44 STANDARD BANK AND TRUST COMPANY 19730
COOK UNITpound0 STATES 429662 35 STANDARD BANK ANO TRUST COMPANY 19730
COOK UNITED STATES 12089 18 STANDARD BANK AND TRUST COMPANY 73ltgt
COOK UNITED STATES 244100 20 STANDARD BANK ANO TRUST COMPANY 19730
COOK UNITED STATES 244099 19 STANDARD BANK ANO TRUST COMPANY 19730
COOK UNITED STATpoundS 510612 4S STANDARD BANKANDTRUSTCOMPANV 1973ltgt
GRUNDY UNITED STATES 263852 17 STANDARD SANK AND TRUST COMPANY 730
COOK UNITED STATES 13875 4 STAN OARD BANK AND TRUST COMPANY 19730
Will UNITED STATES 357237 15 STAN OARD BANK AND TRUST COMPANY 19730
GRUNDY UNITED STATES 7234 1 STAN DARO BANK ANO TRUST COMPANY 19730
Will UNITED STATES 238ASA 13 STANDARD BANK ANO TRUST COMPANY 19730
Will UNlTEO STATES 450324 38 STAN OARD BANK AND TRUST COMPANY 19730
COOK UNITED STATES 10912 22 STANDARD BANK ANO TRUST COMPANY 19730
GRUNDY UNITED STATES 465426 42 STANDARD BANK AND TRUST COMPANY 1973ltgt
GRUNDY UNITED STATES 266774 16 STANDARD BANK ANO TRUST COMPANY 1730
GRUNDY UNITED STATES 2243S6 10 STANDARD BANK AND TRUST COMPANY 19730
OU PAGE UNITED STATES 238451 6 STANDARD BANK ANO TRUST COMPANY 19730
Will UNITED STATpoundS 238452 11 STAN OARD BANK ANO TRUST COMPANY 19730
COOK UNTED STATES 244101 21 STANDARD BANK AND TRUST COMPANY 19730
COOK UNITED STATES 441863 36 STANDARD BANK AND TRUST COMPANY 19730
COOK UNITED STATES 238447 1 STANDARD BANK AND TRUST COMPANY 19730
COOK UNITED STATES 238450 5 STANDARD BANt AND TRUST COMPANY 19730
ok Fullrvke 2100379 PALOS 11HH BfANOl 11901 SOUTHWEST HIGHWAY PALOSPARIC ll 00464 COOK UNITED STATES 238448 2 STAN DARO BANK AND TRUST COMPANY 19730
ok rulSltVice 2427544 PALOS lllST BRANCH 9700WEST lllST STREET PALOS PARK ll 00464 COOK UNlTEOSTATES 238449 3 STAN DARO BANK AND TRUST COMPANY 19730
ot llmtedSrvke 3490273 NORTH RIVERSIDE BRANCH BJSOWEST CERMAK ROAD RlvtRSlDE ll COOK UNITED STATES 441864 37 STANDARD BANK AND TRUST COMPANY 19730
ot FuLServke 3202171 SHOREWOOD BRANOl 970 BROOK FOREST AVENUE SHOREWOOD It - t UNITED STATES 419531 33 STANDARD BANICANDTRUSTCOMPANY 19730
ok FulSrvlee 3188918 VILLA PARK BfWIOi 1 WESrRoostVrlTROAD VlltAPARIC It 50181 OUPAGE UNITED STATES 238455 14 STANDARDBANKANDTRUSTCOMPANY 19730
ok FulSrvke WllMINGTON BRANCH lOOSSOUTH WATER STREET WILMINGTON It 004 lt UNITED STATES 238453 12 STANDARD BANK AND TRUST COMPANY 19730
ok Fulfrvk 3197031 CHESTERTON BRANCH middot 755 JNDIAN BOUNDARY ROAD OIESTERTON IN PORTER UNITEDSTAlES 275664 32 STANDARD BANK AND TRUST COMPANY 19730
ok ruUrvic 2161D17 EASTCHCAGO BRANCH 4518 lNOANAPOUS BOULEVARD EAST CHICAGO IN 46312 lAKE UNITEDSTAlES 29 STANDARDSANKANDTRUSTCOMPANY 19730
ok Fulrvk 4913n HAMMOND BRANCH 1007 CALUMET AVENUE HAMMOND IN 46324 AKE UNITEDSTAlES 42227 30 STANDARD BANK AND TRUST COMPANY 19730
Fulrvlc 2161D3S HIGHtAND BRANCH 2930 RIDGE ROAD HIGHLAND IN 46322 UNITEOSTAlES 275659 27 STANDARD BANK AND lRUST COMP AN I 19730
ot Futtsrvke 2161044 LOWHl BRANCH 2090 EAST COMMERICALAVENUE LOWELL IN 463Sfgt21r AKE ONITEDSTAlES 275661 28 STANDARD BANK ANDTRUSTCOMPANI 19730
ok Full Srvlce 3439562 MERRlllVlllE BRANCH 579WESTUNCOlN HIGHWAY MERRlllVlllE IN 46410 AKE ONlEO STATES 450325 39 STANDARD BANK AND TRUST COMPANI 19730
ok Full Srvice 453712 SAINT JOHN BRANCH 9321 WICKER AVENUE SAINT JOHN IN 46373middot00 AKE ONtlEDSTATES 42414 26 STANDARD BANK AND rnusr COMPANY 19730
middot
Report ttem 4 Directors and Office (1) Name amp Address
J-Ohn R Barber New York NY
Christopher Doody Ne-vYork NY
1pound1 Pnncipal Occupation [rtmiddotrmiddotwittl BHC
Mariaging Partner eohesiVe ea pita I
Princlpal Storm Point Capital
(3) (bull) TrtiePosition with BHC Diredor
Director
FORM FR Y-9
STANDARD BANCSHARES INC Fiscal YearEnding Decttmber3112014
(3) lb) ltlePosition wffi1 Subsidiaries
NIA
NIA
(3) (c TrtlePosltlon wttn otherbuslne$es
Managtng Partner Cohesive Capital
Principal Stone Point Ciipitit
bull Stone Point ls the manager of the TriOOnt funds which are investment entities that own 25 or morn of the outstanding voting seairities orinlerests in various companles Mr Doody ls an ernployee and officer of Stone Point and is oo deemed to contror S1oria Point or the Trldent Funds He is not a principal securities holder of Stone Point or the Trident Funds The invstmenl committees of the Trident Funds are responsible for voting the shares or such companies and Mr Doody is not a member of the investment committees of the Trident Fonds A sctiedule of such companies in which U1e Trident funds hnve invested is available upon request
John o Gallagher Ortand Park IL
Managing Genera[ Partner OfdlarU Hill Bldg Co
Director Dior-standarU Bank
Managin9 GenerBi Partner Orchard HlllmiddotB1dg Co President Ordiard Hm Building Co Inc
Managing Member Qnhard Hill Construction LLC
Managing Membelt Austin Construction Co bull LLC
Presdenl Bougton Development Co
President ennStructildeg Co lnc
Prestdenl middot Farmingdare Development eomiddot
middotana9in middotRa -middot middot fariTijngdre _Mittwo middot
Pldciit_ _ Fam1r9dale Utilify Co_
Managing Partner Frtz91erald Lad lnvestment Ptshp
(4) a) 1w of Voting Shares in BHC
563
middot1483
14450
(4)(o) (4) (b) Names of othfr companitts 4 of Voting (if 25 ormorl voting Shares in Subs securities a held
NIA
NIA
NIA
NIA
NIA
NIA
NIA
NIA
NIA
NIA
Dryden Cons1rudioo Co Inc 100
NIA
NIA
NIA
Frtzgerald Land Investment Plshp 25
(1) Name amp Mdlt=
John D Gallagher CJriand Pru IL
(2) Principal rbull _ BHC1
(3) (b) TdfePosition wiU1 SubsXfiarics
(J)(c TrtiePttSition wTUi other buslncssts
Trustee-Vote 100 Galla171ormiddot Henr)Tnisl
- Gallagher amp Henry Inc
Prumlaquo GaDaQhef Parloecs LP GB4 Jnc
Managing Partner Gl6mwod DevelopmElnt Co
Managmjl farlnelt Heruy Co Managmo Hermann Umd Investment Ptshp
Managing- Kolarlrugtd I lgthp Preltldeot Kokast -kimes Inc
PreSdenl Coo$trixtioo middotmiddot nc
- -MiAdams 400 Investment Ptshp
Msoagir(Q Partner Meifefl1 id lnpoundiiini _Pthp Managing Partner sr middotGod 1nVeslmoo Pbhp Managiog Partnef
-LampftPtshp TruSt6e
ThOGalfaghmiddotorSliujiini middot Trust
(4) (bull) of Voting Shares in BHC
(4) (b) of Voting Shares In SUbs
Names of other companies frf 25 degmom voting securiDes arn heJd NIA
NIA
NIA
NIA
NIA
NIA
NIA
Hennarm Lnnd Investment Ptshp 25
K6irland lovStrnerrlPiStip 25 NIA
NIA
NIA
Laod lNeStrnloi PlShp 25
df1li3 lfjJrlvtrpnt PWiP 25
Land l hp 25
e(Lao1fl PtShp 25_-xmiddotmiddot middot
standard tWesTrust 25 middot
(1) Name amp Address
Tnnothy J GsJlaghet Burr Ridge IL
(2) Principal Occupation [d other than with BHC)
(J) (a) TrltePosifion wtth BHC
(3)(b) TdiePosffion wittl Subskfcuies
OlaHrnan of the Board
(J) (c) TitlePosition with other businees
PreOOeot Brittany Glen Homeownoc l=gtc Suffield Woods Homeowner Assoc FanntngdaJe Viage Com Assoc fumlogdale Vdlage Com Assoc 2 Misty Meadoyenr Homeowner Assoc 1ltings1on Hills liomeOMler Assoc Gallagheramp Henrys Condos Goodiogs Grove Assoc Ganaghcr amp Heruys Goocfings Grove Umbretia Assoc Farmingdale Vil Cooos of Woodridge Homeowner Assoc Radc5ffe rtMe TOvlfflhomes Assoc
BNC OWnefs Assodatioo
Boughton Woodward Commenial Center LLC su-lgle MembeltUC- GB4 i5 member
Union Poirrte Investors Uc Sing1e MemberlLC- Union PcWe Oevclopmeot Co b member
Uoion POOte Buadlog Venture 1lLC Union 00rt lnvestorn LlC ts member Union Pofrrte Buikfing Venlilre 112 LLC Unton Point nveslor lLC is member
Union Pointe Boikfing Venture 3 LLC Union Poinl lnveslors UC is member
standgtnJ Bank -ALm1 Construction Co LlC
Pminlaquo Frtzyerald Lnnd Investment Pbttp
(lt)(bull) ofVotlng Shares in BHC
11520
(4) (b) ofVotiog Shares in Subs
NIA
Names of other companies (If 25 or l1XgtflJ voting securities aro held
NIA NIA NIA NIA NIA NIA NIA WA NIA NIA NIA
WA
NIA
WA
WA
NIA
NIA
WA
NIA
NIA
NIA
WA
WA
(1) =
Timothy J GJJbghctshyBorr Ridge IL
(2) Principal (if oUJef than wtth BHC)
3 (a) TitlePosition wilh BHC (3) 1c) Trtielosilion with other businesses ampcretuy amp Henry Inc
_ GieoMXgtd Developmeot Co
Partner Hermann Land Investment Pt5hp KOOr land Investment Ptstip
Secret3y Kolcast Homes loo
__ Koamp Construction Co Inc
Secrebgty Ordnrd Hin Buikfing Co Inc
Pa1nelt srrvb land 1ovestrnent Pshp -Smotelt Land Investment Ptshp Trustee- Vote 100 The Gollagher stmdafd
Trust
-- uruoo Pointe Development Co
lt4)(a) ofVotiog Shares in BHC
(4) (b) of Voting Shares In Sobs
tfamos of othcreomnk (lf25 ormoro vo6ng sccuritios arc held
NIA
NIA
NIA
Hennano Land Investment Ptshp 25
Kolar land Investment Pshp 25
NIA
NIA
NIA
Maas Land Investment Ptshp 25
McAdams Iand lnv=tmeni Plshp 25
Medema land lnvestme111 Ptshp 25
NIA
NIA
NIA
Slivka land Investment Plshp 25
SmoterUmd I Ptshp 25
Unkio Pointe Devdopmcot Co 25
(11 (21 Pl (a) 3 (b) 3) c) 4 (a) (4)b) Names of othelt com pan Name amp Adqross princi Occupation TJdcPositiorl TJHePositiorl TrticPosIDon of Voting of Voting [If 25 or mon voting
(if other than with Bl tc) wtth SHC with Subsidiaries with other businesses Shares In BHC Shares in Subs securities are heJd
Timothy J GaUagilet Slaquoretmy GB4 Inc SurRXgeIL GB4 lnc 251
Uoioo Polnte Bonding Venture 3 UC NIA Uoiont PoCnt lnves1ocs LLC is member
Lawraooe P Kelley NIA DirododVJCO Chaifman Oamp-edooVlce Chairman NIA 023lt))1 NIA NIA Pltullt IL PreraquoleoUCEO -0-0
standam Bank
Atampief Ko-arldt NIA DirodOlt Dirodoc NIA 0140 NIA NIA 1-fmsdak ll -
Howrd K Priess JI - deg Dirodoc Solo Pradiltgtoelt 0140 NIA NIA NapeMe IL Standard Bank
Owner White Oak Construction LlC Wh4te Oak Construction LLC 100
Robert A RoslKWt NIA Lead ndepcodeot Director oltedoc NIA D140( NIA NIA QOCago u standanl Bank
Charles E Shomo rv NIA deg Ciredor NIA 013lfI( NIA NIA Bur Ridgo IL standam Bank
Patrick J Hunt NIA _ Executive VPCFO NIA 008 NIA NIA Palos Heights IL EVPCfO standanl Bank
deg Scoltzu NIA Asst VPJAssl Asst VPAsst Secy NIA 00CXgt1 NIA NIA
Everyreen Park IL Sea-- SiandagtO Bank
STANDARD BANCSHARES I NC AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (in thousands except share data)
Note 1 8 - Financial I nstruments Fair Value Disclosure
The fair value measurement accounting Hterature establishes a fair value hierarchy which requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value The standard describes three levels of inputs that may be used to measure fair value
1 Level 1 - Unadjusted quoted mariltet prices in active markets that are accessible at the measurement date for identical unrestricted assets
2 Level 2 - Significant other observable inputs other than Level 1 prices such as quoted market prices for similar assets and liabilities quoted prices in markets that are not active or other inputs that a re observable or can be corroborated by observable market data
3 Level 3 - Signlficant unobservable inputs that reflect a reporting entitys own assumptions about the assumptions that mariltet participants would use in pricing an asset o r liability
A financial instruments level within the fair value hierarchy is based on the lowest level of input that is significant to the fair value measurement
Fair values of assets measured on a recurring basis at December 3 1 2014 and 2013 are as follows
De ce mbe r31 2014 Financial Assets
Securities available-for-sale US government sponsored entities and agencies Mortgage-backed securities - residential Equity securities
Total securities available-for-sale
Derivatives
Financial Liabilities
Derivatives
De ce mbe r 31 2013 Financial Assets Securities available-for-sale
US government sponsored entities and agencies Mortgage-backed secu rities - residential Equity securities
Total securities available-for-sale
Fair Value
$1 46307 3668 4 41 9
$1 54 394
$ 207
$ 214
$ 1 24431 1 2203
2 954 $ 1 39 588
Fair Value Measurements Usin1 Quoted Significant P rices Other
in Active Observable Markets Inputs (Level 1 ) (Level 2)
$
392 $ 392
$ -
$ -
$
$1 46307 3668 4 027
$1 54 002
$ 207
$ 2 1 4
$ 1 24431 12203 1 984
$1 38 61 8
Significant Unobservable
Inputs (Level 3)
$
$
$
$
$
$
As of December 31 2014 and 2013 there were no transfers between levels
40
STANDARD BANCSHARES I NC AND SUBSI DIARIES
NOTES TO CONSOLI DATED FI NANCIAL STATEMENTS (in thousands except share data)
Note 1 8 - Financial I nstruments Fair Value Disclosure (Continued)
The fair values of marketable equity securities available-for-sale are generally determined by quoted market prices in active markets for each specific security (Level 1 measurement inputs) If Level 1 measurement inputs are not available for a marketable equity security the fair value is determined by the quoted market price of a similar security traded in an active market (Level 2 measurement inputs)
The fair values of debt securities available-for-sale are generally determined by matrix pricing which is a mathematical technique widely used in the industry to value debt securities without relying exclusively on quoted market prices for the specific securities b ut rather by relying on the securities relationship to other benchmark quoted securities (Level 2 measurement inputs)
Derivative s
The fair value of derivatives are based o n valuation models using observable market data a s of the measurement date (Level 2) Our derivatives are traded in an over-the-counter market where quoted market prices are not always available Therefore the fair values of derivatives are detenmined using quantitative models that utilized multiple market inputs The inputs will vary based on type of derivative but could include interest rates prices and indices to generate continuous yield or pricing curves prepayment rates and volatility factors to value the position The majority of market inputs are actively quoted and can be validated through external sources including brokers market transactions and thirdshyparty pricing services
Fair values of assets measured on a nonrecurring basis are as follows
Oe ce mbe r31 2014 Other real estate owned net Impaired loans Loans held for sale Mortgage servicing rights
De ce mbe r 31 2013 Other real estate owned net Impaired loans Loans held for sale Mortgage servicing rights
Fair Value
$ 1 6233 41 895
8274 2435
$12 930 54 1 62
5408 2726
Fair Value Measurements Using Quoted Significant Prices Other
in Active Observable Markets Inputs (Level 1 ) (Level 2)
$ $
8274
$ - $
5408
Significant Unobservable
Inputs (Level 3)
$ 1 6233 41 895
2435
$1 2930 541 62
2726
Other real estate owned are initially recorded at fair value less costs to sell when acquired and are subsequently measured at the lower of cost or fair value less estimated costs to sell Fair values are based on third party appraisals of the property or internal valuations on smaller properties using comparable market data and various external resources resulting in a level 3 classification When the carrying value exceeds the fair value less costs to sell an impairment loss is recognized
The fair value of impaired loans secured by real estate with specific allocations of the allowance for loan --------- 1osses-is-generally-based-on--recent-real-estate-appraisals-or-internal-valuations-on-smaller-prnperties--shy
using comparable market data and various external resources These appraisals may utilize a single
41
STANDARD BANCSHARES INC AND SUBSI DIARIES
NOTES TO CONSOLI DATED FI NANCIAL STATEMENTS (in thousands except share data)
Note 1 8 - Financial Instruments Fair Value Disclosure (Continued)
valuation approach or a combination of approaches including comparable sales and the income approach resulting in a level 3 classification
Loans held for sale are carried at the lower of cost or fair value which is evaluated on a pool-level basis The fair value of loans held for sale is determined using quoted prices for similar assets adjusted for specific attributes of that loan or other observable market data such as outstanding commitments from third party investors resulting in a level 2 classification
The Company records its mortgage servicing rights at fair value and includes them in other assets in the Consolidated Balance Sheets Mortgage servicing rights do not trade in an active market with readily observable prices Fair value is based on market process for comparable mortgage servicing contracts when available or alternatively is based on a valuation model that calculates the present value of estimated future net servicing income Key economic assumptions used in measuring fair value of mortgage servicing rights at December 31 2014 included prepayment speeds maturities and discount rates While market based data is used to determine the assumptions the Company incorporates its own estimates of the assumptions market participants would use in determining the fair value of mortgage servicing rights which results in a level 3 classification
De cembe r 31 2014 Assets Cash and cash equivalents Securities held-to-maturity Securities available-for-sale Loans - net Loans held for sale Federal Home Loan Bank stock at cost Accrued interest receivable Derivatives
Liabilities
Deposits Federal Home Loan Bank advances Accrued interest payable Derivatives
De ce mbe r 31 2013 Assets
Cash and cash equivalents Securities held-to-maturity Securities available-for-sale Loans - net Loans held for sale Federal Home Loan Bank stock at cost Accrued interest receivable
Liabi lities Deposits Accrued interest payable
42
Carrying Value
$ 1 99476 3888
1 54394 1 744331
8274 3247 59 1 9
207
$ 1 993572 1 5000
265 214
$ 234 1 83 1 762
1 39588 1 61 9995
5408 3 143 5 576
$1 91 9 1 05 286
Fair Value
$ 1 99476 3 564
1 54394 1 798279
8274 3247 591 9
207
$1 992796 1 4984
265 214
$ 234 1 83 1 41 5
1 39588 1 679668
5408 3 143 5576
$ 1 920335 286
STANDARD BANCSHARES I NC AND SUBSI DIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (in thousands except share data)
Note 1 8 - Financial I nstruments Fair Value Disclosure (Continued)
In estimating the fair value of certain assets and liabilities not previously presented the following assumptions were made
Cash and Cash Equivalents
The carrying amounts of cash and equivalents reported in the balance sheet approximate fair value
Securities
Estimated fair values of securities are based on one of three models 1 ) quoted market prices where available 2) quoted market prices for similar instruments if quoted market p rices are not available 3) unobservable data that represents the Banks assumptions about items that market participants would consider in determining the fair value where no market data is available
L oans
Fair values of loans excluding loans held for sale are estimated as follows For variable rate loans that re-price frequently and with no significant change in credit risk fair values are based on carrying values Fair values for other loans are estimated using discounted cash flow analyses using interest rates currently being offered for loans with similar terms to borrowers of similar credit quality to calculate the present value of future contractual principal and interest cash flows and discounting them back to the present using a discount rate Impaired loans are valued at the lower of cost or fair value as described previously The methods utilized to estimate the fair value of loans do not necessarily represent an exit price
The fair value of loans held for sale is estimated based upon binding contracts and quotes from third party investors
Federal Home Loan Bank (FHLB) Stock
The carrying amounts reported in the balance sheet approximate fair value
Accrued Interest Receivable I Payable
The carrying amounts reported in the balance sheet approximate fair value
Deposits
The fair values disclosed for demand deposits (eg interest and non-interest checking passbook savings and certain types of money market accounts) are by definition equal to the amount payable on demand at the reporting date (ie their carrying amount) The carrying amounts of variable rate fixed-term money market accounts and certificates of deposit approximate their fair values at the reporting Fair values for fixed rate certificates of deposit are estimated using a discounted cash flows calculation that applies interest rates currently being offered on certificates to a schedule of aggregated expected monthly maturities on time deposits
Federal Home Loan Bank Advances
The fair value of Federal Home Loan Bank advances is estimated using discounted cash flow analyses --------based-on-the-currentborrowing-rate-of-similartypes-of-advances
43
STANDARD BANCSHARES I NC AND SUBSIDIARI ES
NOTES TO CONSOLI DATED FINANCIAL STATEMENTS (in thousands except share data)
Note 1 8 - Financial I nstruments Fair Value Disclosure (Continued)
Off-balance sh eet in strum ents
Fair asset andor liability value of off-balance sheet financial instruments as described in Note 1 6 may be estimated by applying fees currently charged for comparable commitments Based upon the qual ity of these commitments and their demand in the financial market it has been assumed that there is no material difference in the estimated fair value
Note 1 9 - TARP Capital Purchase Program
On April 24 2009 the Company entered into a Letter Agreement with the United States Department of Treasury (the Treasury) pursuant to which the Company sold to the Treasury 6000 shares of the Companys Fixed Rate Cumulative Perpetual P referred Stock Series A for $60 million and a warrant to acquire $3 million of Fixed Rate Cumulative Perpetual P referred Stock Series B for a nominal exercise price Immediately upon consummation of the closing the Treasury exercised the warrant and acquired the Series B Preferred Stock The Preferred Stock Series A qualified as Tier 1 capital and paid cumulative dividends q uarterly at a rate of 5 per annum The P referred Stock Series B qualified as Tier 1 capital and paid cumulative dividends quarterly at a rate of 9 per annum The difference between the initial carrying value that was allocated to the Series B Preferred Stock and its redemption value of $3 million will be charged to retained earnings (with a corresponding increase in the carrying value of the Series B Preferred Stock) over the first five years of the contract as an adjustment to the dividend yield using the level yield method During 201 1 the Company elected to suspend dividend payments For the year ended December 31 2012 total dividends of $3462 had been declared but not paid On February 22 201 3 1 3548387 of common shares were issued to the US Treasury in exchange for the $60 million and $3 million of Fixed Rate Cumulative Preferred Stock Series A and Series B respectively The Treasury subsequently sold those shares to institutional investors at $465 per share In addition the Company paid $6 million of dividends to the Treasury which included 1 00 of past due dividends and dividends due through February 22 2013
Note 20 - Regulatory Matters
The Companys primary source of cash is dividends received from its subsidiary bank The subsidiary bank is subject to certain restrictions on the amount of dividends that it may declare without prior regulatory approva L In addition the dividends declared cannot be in excess of the amount which would cause the subsidiary bank to fall below the minimum required for capital adequacy purposes
Banks and bank holding companies are subject to regulatory capital requirements administered by federal banking agencies Capital adequacy guidelines and additionally for banks prompt corrective action regulations involve quantitative measures of assets liabilities and certain off-balance-sheet items calculated under reg ulatory accounting practices Capital amounts and classifications are also subject to qualitative judgments by regulators Failure to meet capital requirements can initiate regulatory action Management believes as of December 3 1 2014 the Company and Bank meet al l capital adequacy requirements to which they are subject
Prompt corrective action regulations provide five classifications well capitalized adequately capitalized undercapitalized significantly u ndercapitalized and critically undercapitaized although these terms are not used to represent overall financial condition If adequately capitalized regu latory approval is required to accept brokered deposits If undercapitalized capital distributions are limited as is asset growth and expansion and capital restoration p lans are required At year-end 201 4 and 2013 the most recent reg ulatory notifications categorized the Bank as well capitalized under the regulatory framework for prompt corrective action There are no conditions or events since that notification that management believes have changed the institutions category
44
STAN DARD BANCSHARES I NC AND SUBSI DIARI ES
NOTES TO CONSOLIDATED FI NANCIAL STATEMENTS (in thousands except share data)
Note 20 - Regulatory Matters (Continued)
The Banks actual and required capital amounts and ratios are as follows
To Be Well Capitalized U nder
For Capital Prompt Corrective Actual Adeguac[ Puqoses Action Provisions
Amount Ratio Amount Ratio Amount Ratio As of December 31 2014 Total Capital
(to risk-based assets) Company $271 785 143 $ 152226 80 NA NA Bank 269993 1 42 1 52229 80 $1 90286 1 00
Tier I Capital (to risk-based assets) Company 247887 1 30 76 1 1 3 40 NA NA Bank 246093 129 761 14 40 1 14 171 60
Tier I Capital (to average assets) Company 247887 1 08 92 1 26 240 NA NA Bank 246 093 1 07 92 1 09 240 1 1 5 1 36 2 5 0
As of December 31 2013 Total Capital
(to risk-based assets) Company $246213 1 38 $142344 280 NA NA Bank 244607 1 38 1 42 170 280 $ 1 77713 2100
Tier I Capital (to risk-based assets) Company 223444 126 71 1 72 240 NA NIA Bank 221 838 1 25 71 085 240 1 06628 2 60
Tier I Capital (to average assets) Company 223444 1 03 86430 240 NIA NA Bank 221 838 1 03 86450 240 1 08 063 2 50
45
STANDARD BANCSHARES INC AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (in thousands except share data)
Note 21 - Capital Management
The overall objectives of the Companys capital management are to have the availability of sufficient capital to support loan deposit and other asset and liability g rowth and to maintain capital to absorb unforeseen losses or write-downs that are inherent in the business risk associated within the banking industry The Company seeks to balance the need for higher capital levels to address growth and unforeseen risks and the goal to achieve an adequate return on capital invested
In July 201 3 the federal banking agencies issued a final rule revising the regulatory capital rules applicable to most national banks and federal savings associations as well as their holding companies generally beginning on January 1 201 5 The rule implements the Basel Committees December 201 O framework known as Basel I l l for strengthening the international capital standards as wel l as certain p rovisions of the Dodd-Frank Act The final ru le implements a revised definition of regu latory capita l a new common equity Tier 1 minimum capital requirement of 450 and a higher minimum Tier 1 capital requirement of 600 (which is an increase from 400) Under the final rule the total capital ratio remains at 800 and the minimum leverage ratio is 400
Additionally under the final rule in order to avoid l imitations on capital distributions including dividend payments and certain discretionary bonus payments to executive officers a banking organization must hold a 25 capital conservation buffer composed of common equity Tier 1 capital above its minimum risk-based capital requirements The b uffer is measured relative to risk-weighted assets The final rule also enhances risk sensitivity and addresses weaknesses identified by the regulators over recent years with the measure of risk-weighted assets
The new minimum capital requirements will b e effective for the Company on January 1 201 5 whereas the capital conservation buffer and the deductions from common equity Tier 1 capital phase in over time beginning on January 1 201 6
Capital Raise
On February 22 201 3 Standard Bancshares Inc completed its recapitalization by issuing 29864795 shares of common stock at $465 per share for gross proceeds of $ 1 389 million 1 3 548387 of the common shares were issued to the US Treasury (the Treasury) in exchange for the $63 million of Fixed Rate Cumulative Preferred Shares Series A and B The Treasury subsequently sold those shares to I nstitutional Investors at $465 per share An additional 16 316408 of common shares were issued to Institutional Investors and private investors Of the aggregate 29864795 common shares issued 1 9430750 are voting shares and 1 0434045 are mm-voting shares
In conjunction with the recapitalization the Articles of Incorporation of the Company were amended to authorize 20000000 shares of preferred stock at $001 par value No preferred stock has been issued as of December 31 2014
Sto ck Settled Rights (SSRs)
On February 22 201 3 in connection with the recapitalization of the Company the Board of Directors distributed as a dividend in kind 7293407 Stock Settled Rights (SSRs) to the holders of the Common Stock as of the Record Date (November 5 2012) The number of SSRs issued is equal to the product of (i) 03888 and (ii) 18757921 the number Common Shares outstanding as of the Record Date The estimated fair value of the SSRs completed by an independent third party as of September 30 2014 and February 22 201 3 was determined to be approximately $026 per SSR or $1 880 and approximately $021 per SSR or $1 532 respectively Expense recorded related to the SSRs was $1 880 in 2014 No expense was recorded in 201 3
46
STANDARD BANCSHARES INC AND SUBSI DIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (in thousands except share data)
Note 21 - Capital Management (Continued)
Stock Settled Rights (SSRs) (Continued)
The SSRs are structured as common stock dividends to be paid to certain common shareholders of the Company under specific conditions The amount of common stock to be distributed is determined by a formula that considers among other things the value of the outstanding common stock at the Settlement Date Settlement Date is defined as the earlier of (i) the date a liquidity event (an I POrecapitalization or a sale of control) occurs during the term of the SSRs and (ii) the SSR Expiration Date (February 22 201 8) The SSRs will be exercised based on the value of the common shares at that time subject to the Settlement Rate formula
The Accretion Rate is a component of the Settlement Rate It is either an middotannual rate of 80 or 120 with the value determined by the cum ulative economic losses that occur in the loan portfolio from June 30 201 1 to the time the SSRs are settled
On the Settlement Date the Company shall determine the number of shares of Common Stock issuable upon the settlement of an SSR The Settlement Rate shall be calculated based on a formula that considers among other factors the value per share of the common stock on a fully diluted basis reduced by the accretion rate with that number divided by the value per share of common stock on a fully diluted basis
If the Settlement Rate is greater than zero the Company shall issue and deliver to each of the SSR Holders a number of shares of Common Stock equal to the product of (i) the Settlement Rate multiplied by (ii) the number of SSRs held by such H older as reflected in the SSR register as of the close of business on the last Business Day prior to such Settlement Date
In connection with the occurrence of a Liquidity Event on or prior to the Expiration Date the Board of Directors may at its option and in its sole discretion order the redemption and the Company may redeem the SSRs in whole or in part at the redemption price per SSR based on a formula that considers the price per share of Common Stock at which the Company is valued on a fully diluted basis in connection with such Liquidity Event as determined in good faith by the Independent Committee plus a l l cash dividends paid oil the common stock from the date of issuance of the SSRs less $465 accreting on a daily basis at the Accretion Rate
The Company hired an independent third party firm to value the SSRs The following variables were taken into consideration when deriving a value for the SS Rs
1 ) The probability of a liquidity event (sale of control or PO) during the term of the SS Rs 2) The Accretion Rate assigned to the Settlement Rate of the SSRs 3) The estimated value of the Companys common stock at the earlier of a) a liquidity event or b)
the SSR Expiration Date (February 22 201 8) 4) The type of liquidity event that might occur 5) Future value parameters including a) tangible common book value b) earnings and c) market
conditions
The valuation of the common shares at the Settlement Date will depend on the Companys financial condition and the market pricing of financial institution stock both on a stand-alone basis and on a sale of control basis at that time
47
STANDARD BANCSHARES I NC AND SUBSIDIARI ES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (in thousands except share data)
Note 22 - Condensed Financial Statements
The Company was incorporated in I l linois on February 23 1 982 The Company accounts for its investment in subsidiaries under the equity method Under this method the investment is recorded at cost adjusted for the subsidiaries undistributed net income (loss) Presented below are the condensed financial statements of Standard Bancshares I nc (Parent Company Only)
Assets Cash Investment in subsidiaries Other assets
Total assets
CONDENSED BALANCE SH EETS DECEMBER 31 2014 AND 2013
Liabilities and shareholders equity Other liabilities Total stockholders equity
Total liabilities amp stockholders equity
2014 $ 4 163
264242 328
$268733
$ 2685 266048
$268733
CON DENSED STATEMENTS O F I N COME YEARS ENDED D ECEMBER 31 201 4 201 3 AND 201 2
2014 I ncome
Other income $
Expenses 2909 Loss before income taxes and equity in undistributed
earnings of subsidiaries (2909) Income tax benefit 88
Loss before equity in undistributed earnings of subsidiaries (2821)
Equity in undistributed earnings (loss) of subsidiaries 1 7 1 1 5
Net income (loss) 1 4294 Preferred dividends and discount accretion on preferred shares
Net income (loss) applicable to common shareholders $1 4294
48
201 3 $ 2 1 95
248 090 1 944
$252229
$ 322 251 907
$252229
201 3 201 2
$ $ 1
1 747 8539
(1 747) (8538) 291 1 0 1 7
(1 456) (7521) 9 629 (23241) 8 173 (30762) 1 1 24 4090
$ 7049 $(34852)
STAN DARD BANCSHARES INC AND SUBSIDIARIES
NOTES TO CONSOLIDATED FI NANCIAL STATEMENTS (in thousands except share data)
Note 22 - Condensed Financial Statements (Continued)
CONDENSE D STATEMENTS OF CASH FLOWS YEARS ENDED DECEMBER 31 2014 201 3 AND 201 2
Cash flows from operating activities Net income (loss)
Adjustments Equity in undistributed net (income) loss of subsidiaries Amortization Stock based compensation expense ( Increase) decrease in other assets Increase (decrease) in other liabilities
Net cash provided by (used in) operating activities Cash flows from financing activities
Issuance of common stock net of issuance costs Capital contribution to Standard Bank Repayment of note payable Cash Dividends
N et cash provided by financing activities
Net increase (decrease) in cash
Cash - beginning of year
Cash - end of year middot
Supplemental schedule of non-cash financing activities Change in par value on common stock Exchange of preferred stock to common stock
49
2014
$ 1 4294
( 17 1 1 5) 28
782 1 616 2363 1 968
1 968
2 1 95
$ 4 163
$ $
201 3
$ 8 1 73
(9629) 29
441 1 872
(4273) (3387)
68598 (41 500) ( 16 1 00)
(6026) 4972
1 585
6 1 0
$ 2 1 95
$ 4277 $63000
201 2
$(30762)
23241 6 1 67
( 1908) 2 043
( 1 2 1 9)
( 1 2 1 9)
1 829
$ 6 1 0
$ $
FORM FR Y-6
STANDARD BANCSHARES INC
Hickory Hills Illinois Year Ending Dccember31 2014
REPORT ITEM
1 The BHC Is not registered with the SEC Coples of the Annual Report Nil be sent undersepirate cover when completed
2a Organization Chart fo Standard BallCShares Inc
I THE BOULEVARD INC
SL John Indiana 100
JnCQrporated in Indiana
2b Branch Verification
STANDARD BANCSHARES INC Hickory Hills Illinois Jncorporateltl In Illinois
STANDARD BANKAND TRUST COMPANY Hickory Hills llllnois
Incorporated In lllnols 100
I STANDARD REDEVELOPMENT INC
Hickory Hills Illinois 100
Incorporated in Illinois
(Not subject to Y-10 reporting ) Code 91 CE - Liquidation Of debts previously contracted
The branch and lax-kl flStings were emailed to branch revieW on 223115
3 (1) As ofyear-end
Name and Address
Trident SBI Holdings lP Greeffilidl CT
Robert E Gallagher Sr Trust John D Gallagher Trustee Palos Heights IL
The Gallagher Standard Bancshares TR Timolhy J GaJagheuror Trustee Hickory Hitls IL
Pantheon Standard LP San Francisco CA
CohesVe Capital Parners LP New York NY W Capital Partners II LP NewYork NY
Couritrlt of Citizenship or lncorooratlon Number and Percentage Of Voting Serurtties
USA 5662194- 1483
USA 5516086 - 1444
USA 4382666 - 1 t47
USA 3762128-985
USA 2 150537 - S63
USA 2 150537 - 563
Note llle shares in the Robert E Gallagher Sr Tr are voted on by John D Gallagher Director of Standard Bank Tue shares Jn the Gallager Standard Bancshares Tr are voted on by Timolhy J Gallagher Director of Standard Bank
3 (2) OtherSharehofors oat listed in Section 3 (1) above that held more than 5 during the year
None
Resuhs A Ilse of branches forvour holdln1 company STANDARD 8ANCSHARES INC (1245590) or HICKORY HILLS IL
The d1ta are n of 12312014 Data re II Kb information tlat wu received aod processed throuah 01072015
Rconcill1Uon and Vc1Uon St I DI 1 In the DIH Action column of each br111Ch row enter one or mort of the actioru specified below
2 If required enter the date In the Ettcttve Olte column
-OK tf the bnch Information s correct enter OK in the Oita AdJon column
Chi nee If the bndl Information Is Incorrect Of Incomplete revt the data enter Chance In the Dita Action column ind the d11te when this infOfmation first became v1lid In the Effective Ote column
am If a bnch listed was sold or clowd enterOose In tht Dita Action column and the s1e or dosured11te In the EtfectW Olte colurm
Olete If a bru1eh listed wu never owntd by this depository Institution enter Delete In the Oeta Acckgtn column
Add If a rt portable brtinch Is mlsslna lnStrt a row add the branch data ald entu Add In the Olt1 Action column and the opening or acquisition date In the Effecttve Date column
If prntln1 this list you m1y need to adjust your page Utup In MS E11ce1 Try using landscape orientation page sollria andor legal sized paper
Submlnion PfOOtdurbull When you ire finished send a saved copy to vour FRB contact Su the detailed lnlttldlons on this si for more informatlon
II voY are mailinamp this to your FRB conttct put your lnstitutlon name dty and state In the subjact llrie of the e-nWI
Note To satisfy the FR Y-10 reportln1 requirements YoU must tiho submit FR Y-10 Domestic Branth Schedules for each branch with a Data Actlon of Olan1e Close Delete or Add
Thbull FR Y-10 report may be submitted 1n a hardcopy format or 11ia the FR Ymiddot10 OnH11e application middot httpsylOonllnefederalrerve1ov
bull FDtC UNINUM Office Number and ID_RSSO co1unvu ara for reference only Verification of these values is not required
- - 8nch Suvlce Type Branch 10 RSSO ia- terNeme Street Address City
ok FuUServltefHud Officel 19730 STAN OARD BANK ANO TRUST COMPANY 7800 WEST 9STH STREET HICKORY HILLS
ok Full Service 3202168 BOLINGBROOK BRANCH 282 NORTH WEBER ROAD BOLINGBROOK
ok Limited Strvce 4126065 CALUMET CITY 1968 SIBLEY BOULEVARD CALUMET CITY
FullSetvke 3309928 CLARK STREET 8RANOi 3747 NORnt CLARK STREET atlCAGO
ok FullServiett 474339 EWING BRANOf 10635 SOUTH EWING AVENUE CHICAGO
ok Full Servtce 2079925 HEGWISCH BRANCH 13336 SOUTH BALTIMORE AVENUE CHICAGO
ok limited Se-rvke 20817)5 SOUnt DERRING FACILITY 10535 SOVTH TORRENCE AVENUE CHICAGO
Full Service 4099271 THOREK BRANOi 836 WEST IRVING PARK ROAD OUCAGO
ok Full Service 2121280 COAL CITY BRANot 20 SOUTH KANKAKEE COAlCITY
full Service 2809038 EVERGREEN PARK BRANCH 2400 WEST 95TH STREET EVUtGREEN PARK
ok Full Service 3188909 FRANKFORT BRANCH 19997 LA GRANGE ROAD FRANKFORT
Full5etvice 810436 CiARONERBRANCJ1 118 DEPOT STREET GARDNER
ok FultSrvlct 3188897 JOLIET ampRANCJ1 2398 ESSINGTON ROAO JOLIET
Full Service 3439553 LOClCPORT BRANCH 16545 WEST 159TH STREET LOCKPORT
ok Full Service 290931 LYONSlST AVENUE BRANCH 8601 OGDEN AVENUE LYONS
ok Full Service 3671504 MINOOKA BRANCH 515 WESTUS ROUTE 6 MINOOKA
ok LlmltcServfce 2111338 MOAAIS LISBON BRANCH 1433 USBON STREET MORRIS
ok Full Servkt 2809010 MORRIS ROUTE 6 BRANCH 1111 WEST US ROUTpound 6 MORRIS
Ful1 Servlct 2809047 NAPERVILLE BRANCH 1607 NORTH AURORA ROAD NAPERVILLE
ok full 5ervfce 2809056 NEW LENOX BRANCH 456 NELSON ROAD NEW LENOX
Full sMce 2103129 OAK FOREST BRANOf 15901 SOUTH CENTRAL AVENUE OAX FOREST
ok Full SeMct 3490255 OAK LAWN lllTH BRANOf 4700 WEST 111TH STREET OAK LAWN
ok Full Sfrvlce 2096717 OAK LAWN 95TH BRANCH 4001 WEST 95TH STREET OAK LAWN
ok Full Service 2295538 ORLAND PARK BRANCH lSCXJO SOUTH WOLF ROAD ORLAND PARt
State VpCode
IL 60457
IL 60440
IL 60409
IL E06H
IL 00617
IL 0063
IL 00617
IL 60613
IL 60416
IL 60805
IL 6042
IL 60424
IL 60435
IL 60441
IL 60534
I L 60447
IL 60450
IL 60450
IL 60563
IL 60451
IL 60452
IL 60453
IL 60453
IL 60467
County CawN FDICUNINUM Offb Numberbull Haad otfice Head Office 10 RSSD Comments
COOK UNITEO STATES 10748 0 STANOARO BANK ANO TRUST COMPANY 19730
Will UN ITED STATES 419532 34 STANDARD BANK ANO TRUST COMPANY 19730
COOK UNITED STATES 510611 44 STANDARD BANK AND TRUST COMPANY 19730
COOK UNITpound0 STATES 429662 35 STANDARD BANK ANO TRUST COMPANY 19730
COOK UNITED STATES 12089 18 STANDARD BANK AND TRUST COMPANY 73ltgt
COOK UNITED STATES 244100 20 STANDARD BANK ANO TRUST COMPANY 19730
COOK UNITED STATES 244099 19 STANDARD BANK ANO TRUST COMPANY 19730
COOK UNITED STATpoundS 510612 4S STANDARD BANKANDTRUSTCOMPANV 1973ltgt
GRUNDY UNITED STATES 263852 17 STANDARD SANK AND TRUST COMPANY 730
COOK UNITED STATES 13875 4 STAN OARD BANK AND TRUST COMPANY 19730
Will UNITED STATES 357237 15 STAN OARD BANK AND TRUST COMPANY 19730
GRUNDY UNITED STATES 7234 1 STAN DARO BANK ANO TRUST COMPANY 19730
Will UNITED STATES 238ASA 13 STANDARD BANK ANO TRUST COMPANY 19730
Will UNlTEO STATES 450324 38 STAN OARD BANK AND TRUST COMPANY 19730
COOK UNITED STATES 10912 22 STANDARD BANK ANO TRUST COMPANY 19730
GRUNDY UNITED STATES 465426 42 STANDARD BANK AND TRUST COMPANY 1973ltgt
GRUNDY UNITED STATES 266774 16 STANDARD BANK ANO TRUST COMPANY 1730
GRUNDY UNITED STATES 2243S6 10 STANDARD BANK AND TRUST COMPANY 19730
OU PAGE UNITED STATES 238451 6 STANDARD BANK ANO TRUST COMPANY 19730
Will UNITED STATpoundS 238452 11 STAN OARD BANK ANO TRUST COMPANY 19730
COOK UNTED STATES 244101 21 STANDARD BANK AND TRUST COMPANY 19730
COOK UNITED STATES 441863 36 STANDARD BANK AND TRUST COMPANY 19730
COOK UNITED STATES 238447 1 STANDARD BANK AND TRUST COMPANY 19730
COOK UNITED STATES 238450 5 STANDARD BANt AND TRUST COMPANY 19730
ok Fullrvke 2100379 PALOS 11HH BfANOl 11901 SOUTHWEST HIGHWAY PALOSPARIC ll 00464 COOK UNITED STATES 238448 2 STAN DARO BANK AND TRUST COMPANY 19730
ok rulSltVice 2427544 PALOS lllST BRANCH 9700WEST lllST STREET PALOS PARK ll 00464 COOK UNlTEOSTATES 238449 3 STAN DARO BANK AND TRUST COMPANY 19730
ot llmtedSrvke 3490273 NORTH RIVERSIDE BRANCH BJSOWEST CERMAK ROAD RlvtRSlDE ll COOK UNITED STATES 441864 37 STANDARD BANK AND TRUST COMPANY 19730
ot FuLServke 3202171 SHOREWOOD BRANOl 970 BROOK FOREST AVENUE SHOREWOOD It - t UNITED STATES 419531 33 STANDARD BANICANDTRUSTCOMPANY 19730
ok FulSrvlee 3188918 VILLA PARK BfWIOi 1 WESrRoostVrlTROAD VlltAPARIC It 50181 OUPAGE UNITED STATES 238455 14 STANDARDBANKANDTRUSTCOMPANY 19730
ok FulSrvke WllMINGTON BRANCH lOOSSOUTH WATER STREET WILMINGTON It 004 lt UNITED STATES 238453 12 STANDARD BANK AND TRUST COMPANY 19730
ok Fulfrvk 3197031 CHESTERTON BRANCH middot 755 JNDIAN BOUNDARY ROAD OIESTERTON IN PORTER UNITEDSTAlES 275664 32 STANDARD BANK AND TRUST COMPANY 19730
ok ruUrvic 2161D17 EASTCHCAGO BRANCH 4518 lNOANAPOUS BOULEVARD EAST CHICAGO IN 46312 lAKE UNITEDSTAlES 29 STANDARDSANKANDTRUSTCOMPANY 19730
ok Fulrvk 4913n HAMMOND BRANCH 1007 CALUMET AVENUE HAMMOND IN 46324 AKE UNITEDSTAlES 42227 30 STANDARD BANK AND TRUST COMPANY 19730
Fulrvlc 2161D3S HIGHtAND BRANCH 2930 RIDGE ROAD HIGHLAND IN 46322 UNITEOSTAlES 275659 27 STANDARD BANK AND lRUST COMP AN I 19730
ot Futtsrvke 2161044 LOWHl BRANCH 2090 EAST COMMERICALAVENUE LOWELL IN 463Sfgt21r AKE ONITEDSTAlES 275661 28 STANDARD BANK ANDTRUSTCOMPANI 19730
ok Full Srvlce 3439562 MERRlllVlllE BRANCH 579WESTUNCOlN HIGHWAY MERRlllVlllE IN 46410 AKE ONlEO STATES 450325 39 STANDARD BANK AND TRUST COMPANI 19730
ok Full Srvice 453712 SAINT JOHN BRANCH 9321 WICKER AVENUE SAINT JOHN IN 46373middot00 AKE ONtlEDSTATES 42414 26 STANDARD BANK AND rnusr COMPANY 19730
middot
Report ttem 4 Directors and Office (1) Name amp Address
J-Ohn R Barber New York NY
Christopher Doody Ne-vYork NY
1pound1 Pnncipal Occupation [rtmiddotrmiddotwittl BHC
Mariaging Partner eohesiVe ea pita I
Princlpal Storm Point Capital
(3) (bull) TrtiePosition with BHC Diredor
Director
FORM FR Y-9
STANDARD BANCSHARES INC Fiscal YearEnding Decttmber3112014
(3) lb) ltlePosition wffi1 Subsidiaries
NIA
NIA
(3) (c TrtlePosltlon wttn otherbuslne$es
Managtng Partner Cohesive Capital
Principal Stone Point Ciipitit
bull Stone Point ls the manager of the TriOOnt funds which are investment entities that own 25 or morn of the outstanding voting seairities orinlerests in various companles Mr Doody ls an ernployee and officer of Stone Point and is oo deemed to contror S1oria Point or the Trldent Funds He is not a principal securities holder of Stone Point or the Trident Funds The invstmenl committees of the Trident Funds are responsible for voting the shares or such companies and Mr Doody is not a member of the investment committees of the Trident Fonds A sctiedule of such companies in which U1e Trident funds hnve invested is available upon request
John o Gallagher Ortand Park IL
Managing Genera[ Partner OfdlarU Hill Bldg Co
Director Dior-standarU Bank
Managin9 GenerBi Partner Orchard HlllmiddotB1dg Co President Ordiard Hm Building Co Inc
Managing Member Qnhard Hill Construction LLC
Managing Membelt Austin Construction Co bull LLC
Presdenl Bougton Development Co
President ennStructildeg Co lnc
Prestdenl middot Farmingdare Development eomiddot
middotana9in middotRa -middot middot fariTijngdre _Mittwo middot
Pldciit_ _ Fam1r9dale Utilify Co_
Managing Partner Frtz91erald Lad lnvestment Ptshp
(4) a) 1w of Voting Shares in BHC
563
middot1483
14450
(4)(o) (4) (b) Names of othfr companitts 4 of Voting (if 25 ormorl voting Shares in Subs securities a held
NIA
NIA
NIA
NIA
NIA
NIA
NIA
NIA
NIA
NIA
Dryden Cons1rudioo Co Inc 100
NIA
NIA
NIA
Frtzgerald Land Investment Plshp 25
(1) Name amp Mdlt=
John D Gallagher CJriand Pru IL
(2) Principal rbull _ BHC1
(3) (b) TdfePosition wiU1 SubsXfiarics
(J)(c TrtiePttSition wTUi other buslncssts
Trustee-Vote 100 Galla171ormiddot Henr)Tnisl
- Gallagher amp Henry Inc
Prumlaquo GaDaQhef Parloecs LP GB4 Jnc
Managing Partner Gl6mwod DevelopmElnt Co
Managmjl farlnelt Heruy Co Managmo Hermann Umd Investment Ptshp
Managing- Kolarlrugtd I lgthp Preltldeot Kokast -kimes Inc
PreSdenl Coo$trixtioo middotmiddot nc
- -MiAdams 400 Investment Ptshp
Msoagir(Q Partner Meifefl1 id lnpoundiiini _Pthp Managing Partner sr middotGod 1nVeslmoo Pbhp Managiog Partnef
-LampftPtshp TruSt6e
ThOGalfaghmiddotorSliujiini middot Trust
(4) (bull) of Voting Shares in BHC
(4) (b) of Voting Shares In SUbs
Names of other companies frf 25 degmom voting securiDes arn heJd NIA
NIA
NIA
NIA
NIA
NIA
NIA
Hennarm Lnnd Investment Ptshp 25
K6irland lovStrnerrlPiStip 25 NIA
NIA
NIA
Laod lNeStrnloi PlShp 25
df1li3 lfjJrlvtrpnt PWiP 25
Land l hp 25
e(Lao1fl PtShp 25_-xmiddotmiddot middot
standard tWesTrust 25 middot
(1) Name amp Address
Tnnothy J GsJlaghet Burr Ridge IL
(2) Principal Occupation [d other than with BHC)
(J) (a) TrltePosifion wtth BHC
(3)(b) TdiePosffion wittl Subskfcuies
OlaHrnan of the Board
(J) (c) TitlePosition with other businees
PreOOeot Brittany Glen Homeownoc l=gtc Suffield Woods Homeowner Assoc FanntngdaJe Viage Com Assoc fumlogdale Vdlage Com Assoc 2 Misty Meadoyenr Homeowner Assoc 1ltings1on Hills liomeOMler Assoc Gallagheramp Henrys Condos Goodiogs Grove Assoc Ganaghcr amp Heruys Goocfings Grove Umbretia Assoc Farmingdale Vil Cooos of Woodridge Homeowner Assoc Radc5ffe rtMe TOvlfflhomes Assoc
BNC OWnefs Assodatioo
Boughton Woodward Commenial Center LLC su-lgle MembeltUC- GB4 i5 member
Union Poirrte Investors Uc Sing1e MemberlLC- Union PcWe Oevclopmeot Co b member
Uoion POOte Buadlog Venture 1lLC Union 00rt lnvestorn LlC ts member Union Pofrrte Buikfing Venlilre 112 LLC Unton Point nveslor lLC is member
Union Pointe Boikfing Venture 3 LLC Union Poinl lnveslors UC is member
standgtnJ Bank -ALm1 Construction Co LlC
Pminlaquo Frtzyerald Lnnd Investment Pbttp
(lt)(bull) ofVotlng Shares in BHC
11520
(4) (b) ofVotiog Shares in Subs
NIA
Names of other companies (If 25 or l1XgtflJ voting securities aro held
NIA NIA NIA NIA NIA NIA NIA WA NIA NIA NIA
WA
NIA
WA
WA
NIA
NIA
WA
NIA
NIA
NIA
WA
WA
(1) =
Timothy J GJJbghctshyBorr Ridge IL
(2) Principal (if oUJef than wtth BHC)
3 (a) TitlePosition wilh BHC (3) 1c) Trtielosilion with other businesses ampcretuy amp Henry Inc
_ GieoMXgtd Developmeot Co
Partner Hermann Land Investment Pt5hp KOOr land Investment Ptstip
Secret3y Kolcast Homes loo
__ Koamp Construction Co Inc
Secrebgty Ordnrd Hin Buikfing Co Inc
Pa1nelt srrvb land 1ovestrnent Pshp -Smotelt Land Investment Ptshp Trustee- Vote 100 The Gollagher stmdafd
Trust
-- uruoo Pointe Development Co
lt4)(a) ofVotiog Shares in BHC
(4) (b) of Voting Shares In Sobs
tfamos of othcreomnk (lf25 ormoro vo6ng sccuritios arc held
NIA
NIA
NIA
Hennano Land Investment Ptshp 25
Kolar land Investment Pshp 25
NIA
NIA
NIA
Maas Land Investment Ptshp 25
McAdams Iand lnv=tmeni Plshp 25
Medema land lnvestme111 Ptshp 25
NIA
NIA
NIA
Slivka land Investment Plshp 25
SmoterUmd I Ptshp 25
Unkio Pointe Devdopmcot Co 25
(11 (21 Pl (a) 3 (b) 3) c) 4 (a) (4)b) Names of othelt com pan Name amp Adqross princi Occupation TJdcPositiorl TJHePositiorl TrticPosIDon of Voting of Voting [If 25 or mon voting
(if other than with Bl tc) wtth SHC with Subsidiaries with other businesses Shares In BHC Shares in Subs securities are heJd
Timothy J GaUagilet Slaquoretmy GB4 Inc SurRXgeIL GB4 lnc 251
Uoioo Polnte Bonding Venture 3 UC NIA Uoiont PoCnt lnves1ocs LLC is member
Lawraooe P Kelley NIA DirododVJCO Chaifman Oamp-edooVlce Chairman NIA 023lt))1 NIA NIA Pltullt IL PreraquoleoUCEO -0-0
standam Bank
Atampief Ko-arldt NIA DirodOlt Dirodoc NIA 0140 NIA NIA 1-fmsdak ll -
Howrd K Priess JI - deg Dirodoc Solo Pradiltgtoelt 0140 NIA NIA NapeMe IL Standard Bank
Owner White Oak Construction LlC Wh4te Oak Construction LLC 100
Robert A RoslKWt NIA Lead ndepcodeot Director oltedoc NIA D140( NIA NIA QOCago u standanl Bank
Charles E Shomo rv NIA deg Ciredor NIA 013lfI( NIA NIA Bur Ridgo IL standam Bank
Patrick J Hunt NIA _ Executive VPCFO NIA 008 NIA NIA Palos Heights IL EVPCfO standanl Bank
deg Scoltzu NIA Asst VPJAssl Asst VPAsst Secy NIA 00CXgt1 NIA NIA
Everyreen Park IL Sea-- SiandagtO Bank
STANDARD BANCSHARES I NC AND SUBSI DIARIES
NOTES TO CONSOLI DATED FI NANCIAL STATEMENTS (in thousands except share data)
Note 1 8 - Financial I nstruments Fair Value Disclosure (Continued)
The fair values of marketable equity securities available-for-sale are generally determined by quoted market prices in active markets for each specific security (Level 1 measurement inputs) If Level 1 measurement inputs are not available for a marketable equity security the fair value is determined by the quoted market price of a similar security traded in an active market (Level 2 measurement inputs)
The fair values of debt securities available-for-sale are generally determined by matrix pricing which is a mathematical technique widely used in the industry to value debt securities without relying exclusively on quoted market prices for the specific securities b ut rather by relying on the securities relationship to other benchmark quoted securities (Level 2 measurement inputs)
Derivative s
The fair value of derivatives are based o n valuation models using observable market data a s of the measurement date (Level 2) Our derivatives are traded in an over-the-counter market where quoted market prices are not always available Therefore the fair values of derivatives are detenmined using quantitative models that utilized multiple market inputs The inputs will vary based on type of derivative but could include interest rates prices and indices to generate continuous yield or pricing curves prepayment rates and volatility factors to value the position The majority of market inputs are actively quoted and can be validated through external sources including brokers market transactions and thirdshyparty pricing services
Fair values of assets measured on a nonrecurring basis are as follows
Oe ce mbe r31 2014 Other real estate owned net Impaired loans Loans held for sale Mortgage servicing rights
De ce mbe r 31 2013 Other real estate owned net Impaired loans Loans held for sale Mortgage servicing rights
Fair Value
$ 1 6233 41 895
8274 2435
$12 930 54 1 62
5408 2726
Fair Value Measurements Using Quoted Significant Prices Other
in Active Observable Markets Inputs (Level 1 ) (Level 2)
$ $
8274
$ - $
5408
Significant Unobservable
Inputs (Level 3)
$ 1 6233 41 895
2435
$1 2930 541 62
2726
Other real estate owned are initially recorded at fair value less costs to sell when acquired and are subsequently measured at the lower of cost or fair value less estimated costs to sell Fair values are based on third party appraisals of the property or internal valuations on smaller properties using comparable market data and various external resources resulting in a level 3 classification When the carrying value exceeds the fair value less costs to sell an impairment loss is recognized
The fair value of impaired loans secured by real estate with specific allocations of the allowance for loan --------- 1osses-is-generally-based-on--recent-real-estate-appraisals-or-internal-valuations-on-smaller-prnperties--shy
using comparable market data and various external resources These appraisals may utilize a single
41
STANDARD BANCSHARES INC AND SUBSI DIARIES
NOTES TO CONSOLI DATED FI NANCIAL STATEMENTS (in thousands except share data)
Note 1 8 - Financial Instruments Fair Value Disclosure (Continued)
valuation approach or a combination of approaches including comparable sales and the income approach resulting in a level 3 classification
Loans held for sale are carried at the lower of cost or fair value which is evaluated on a pool-level basis The fair value of loans held for sale is determined using quoted prices for similar assets adjusted for specific attributes of that loan or other observable market data such as outstanding commitments from third party investors resulting in a level 2 classification
The Company records its mortgage servicing rights at fair value and includes them in other assets in the Consolidated Balance Sheets Mortgage servicing rights do not trade in an active market with readily observable prices Fair value is based on market process for comparable mortgage servicing contracts when available or alternatively is based on a valuation model that calculates the present value of estimated future net servicing income Key economic assumptions used in measuring fair value of mortgage servicing rights at December 31 2014 included prepayment speeds maturities and discount rates While market based data is used to determine the assumptions the Company incorporates its own estimates of the assumptions market participants would use in determining the fair value of mortgage servicing rights which results in a level 3 classification
De cembe r 31 2014 Assets Cash and cash equivalents Securities held-to-maturity Securities available-for-sale Loans - net Loans held for sale Federal Home Loan Bank stock at cost Accrued interest receivable Derivatives
Liabilities
Deposits Federal Home Loan Bank advances Accrued interest payable Derivatives
De ce mbe r 31 2013 Assets
Cash and cash equivalents Securities held-to-maturity Securities available-for-sale Loans - net Loans held for sale Federal Home Loan Bank stock at cost Accrued interest receivable
Liabi lities Deposits Accrued interest payable
42
Carrying Value
$ 1 99476 3888
1 54394 1 744331
8274 3247 59 1 9
207
$ 1 993572 1 5000
265 214
$ 234 1 83 1 762
1 39588 1 61 9995
5408 3 143 5 576
$1 91 9 1 05 286
Fair Value
$ 1 99476 3 564
1 54394 1 798279
8274 3247 591 9
207
$1 992796 1 4984
265 214
$ 234 1 83 1 41 5
1 39588 1 679668
5408 3 143 5576
$ 1 920335 286
STANDARD BANCSHARES I NC AND SUBSI DIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (in thousands except share data)
Note 1 8 - Financial I nstruments Fair Value Disclosure (Continued)
In estimating the fair value of certain assets and liabilities not previously presented the following assumptions were made
Cash and Cash Equivalents
The carrying amounts of cash and equivalents reported in the balance sheet approximate fair value
Securities
Estimated fair values of securities are based on one of three models 1 ) quoted market prices where available 2) quoted market prices for similar instruments if quoted market p rices are not available 3) unobservable data that represents the Banks assumptions about items that market participants would consider in determining the fair value where no market data is available
L oans
Fair values of loans excluding loans held for sale are estimated as follows For variable rate loans that re-price frequently and with no significant change in credit risk fair values are based on carrying values Fair values for other loans are estimated using discounted cash flow analyses using interest rates currently being offered for loans with similar terms to borrowers of similar credit quality to calculate the present value of future contractual principal and interest cash flows and discounting them back to the present using a discount rate Impaired loans are valued at the lower of cost or fair value as described previously The methods utilized to estimate the fair value of loans do not necessarily represent an exit price
The fair value of loans held for sale is estimated based upon binding contracts and quotes from third party investors
Federal Home Loan Bank (FHLB) Stock
The carrying amounts reported in the balance sheet approximate fair value
Accrued Interest Receivable I Payable
The carrying amounts reported in the balance sheet approximate fair value
Deposits
The fair values disclosed for demand deposits (eg interest and non-interest checking passbook savings and certain types of money market accounts) are by definition equal to the amount payable on demand at the reporting date (ie their carrying amount) The carrying amounts of variable rate fixed-term money market accounts and certificates of deposit approximate their fair values at the reporting Fair values for fixed rate certificates of deposit are estimated using a discounted cash flows calculation that applies interest rates currently being offered on certificates to a schedule of aggregated expected monthly maturities on time deposits
Federal Home Loan Bank Advances
The fair value of Federal Home Loan Bank advances is estimated using discounted cash flow analyses --------based-on-the-currentborrowing-rate-of-similartypes-of-advances
43
STANDARD BANCSHARES I NC AND SUBSIDIARI ES
NOTES TO CONSOLI DATED FINANCIAL STATEMENTS (in thousands except share data)
Note 1 8 - Financial I nstruments Fair Value Disclosure (Continued)
Off-balance sh eet in strum ents
Fair asset andor liability value of off-balance sheet financial instruments as described in Note 1 6 may be estimated by applying fees currently charged for comparable commitments Based upon the qual ity of these commitments and their demand in the financial market it has been assumed that there is no material difference in the estimated fair value
Note 1 9 - TARP Capital Purchase Program
On April 24 2009 the Company entered into a Letter Agreement with the United States Department of Treasury (the Treasury) pursuant to which the Company sold to the Treasury 6000 shares of the Companys Fixed Rate Cumulative Perpetual P referred Stock Series A for $60 million and a warrant to acquire $3 million of Fixed Rate Cumulative Perpetual P referred Stock Series B for a nominal exercise price Immediately upon consummation of the closing the Treasury exercised the warrant and acquired the Series B Preferred Stock The Preferred Stock Series A qualified as Tier 1 capital and paid cumulative dividends q uarterly at a rate of 5 per annum The P referred Stock Series B qualified as Tier 1 capital and paid cumulative dividends quarterly at a rate of 9 per annum The difference between the initial carrying value that was allocated to the Series B Preferred Stock and its redemption value of $3 million will be charged to retained earnings (with a corresponding increase in the carrying value of the Series B Preferred Stock) over the first five years of the contract as an adjustment to the dividend yield using the level yield method During 201 1 the Company elected to suspend dividend payments For the year ended December 31 2012 total dividends of $3462 had been declared but not paid On February 22 201 3 1 3548387 of common shares were issued to the US Treasury in exchange for the $60 million and $3 million of Fixed Rate Cumulative Preferred Stock Series A and Series B respectively The Treasury subsequently sold those shares to institutional investors at $465 per share In addition the Company paid $6 million of dividends to the Treasury which included 1 00 of past due dividends and dividends due through February 22 2013
Note 20 - Regulatory Matters
The Companys primary source of cash is dividends received from its subsidiary bank The subsidiary bank is subject to certain restrictions on the amount of dividends that it may declare without prior regulatory approva L In addition the dividends declared cannot be in excess of the amount which would cause the subsidiary bank to fall below the minimum required for capital adequacy purposes
Banks and bank holding companies are subject to regulatory capital requirements administered by federal banking agencies Capital adequacy guidelines and additionally for banks prompt corrective action regulations involve quantitative measures of assets liabilities and certain off-balance-sheet items calculated under reg ulatory accounting practices Capital amounts and classifications are also subject to qualitative judgments by regulators Failure to meet capital requirements can initiate regulatory action Management believes as of December 3 1 2014 the Company and Bank meet al l capital adequacy requirements to which they are subject
Prompt corrective action regulations provide five classifications well capitalized adequately capitalized undercapitalized significantly u ndercapitalized and critically undercapitaized although these terms are not used to represent overall financial condition If adequately capitalized regu latory approval is required to accept brokered deposits If undercapitalized capital distributions are limited as is asset growth and expansion and capital restoration p lans are required At year-end 201 4 and 2013 the most recent reg ulatory notifications categorized the Bank as well capitalized under the regulatory framework for prompt corrective action There are no conditions or events since that notification that management believes have changed the institutions category
44
STAN DARD BANCSHARES I NC AND SUBSI DIARI ES
NOTES TO CONSOLIDATED FI NANCIAL STATEMENTS (in thousands except share data)
Note 20 - Regulatory Matters (Continued)
The Banks actual and required capital amounts and ratios are as follows
To Be Well Capitalized U nder
For Capital Prompt Corrective Actual Adeguac[ Puqoses Action Provisions
Amount Ratio Amount Ratio Amount Ratio As of December 31 2014 Total Capital
(to risk-based assets) Company $271 785 143 $ 152226 80 NA NA Bank 269993 1 42 1 52229 80 $1 90286 1 00
Tier I Capital (to risk-based assets) Company 247887 1 30 76 1 1 3 40 NA NA Bank 246093 129 761 14 40 1 14 171 60
Tier I Capital (to average assets) Company 247887 1 08 92 1 26 240 NA NA Bank 246 093 1 07 92 1 09 240 1 1 5 1 36 2 5 0
As of December 31 2013 Total Capital
(to risk-based assets) Company $246213 1 38 $142344 280 NA NA Bank 244607 1 38 1 42 170 280 $ 1 77713 2100
Tier I Capital (to risk-based assets) Company 223444 126 71 1 72 240 NA NIA Bank 221 838 1 25 71 085 240 1 06628 2 60
Tier I Capital (to average assets) Company 223444 1 03 86430 240 NIA NA Bank 221 838 1 03 86450 240 1 08 063 2 50
45
STANDARD BANCSHARES INC AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (in thousands except share data)
Note 21 - Capital Management
The overall objectives of the Companys capital management are to have the availability of sufficient capital to support loan deposit and other asset and liability g rowth and to maintain capital to absorb unforeseen losses or write-downs that are inherent in the business risk associated within the banking industry The Company seeks to balance the need for higher capital levels to address growth and unforeseen risks and the goal to achieve an adequate return on capital invested
In July 201 3 the federal banking agencies issued a final rule revising the regulatory capital rules applicable to most national banks and federal savings associations as well as their holding companies generally beginning on January 1 201 5 The rule implements the Basel Committees December 201 O framework known as Basel I l l for strengthening the international capital standards as wel l as certain p rovisions of the Dodd-Frank Act The final ru le implements a revised definition of regu latory capita l a new common equity Tier 1 minimum capital requirement of 450 and a higher minimum Tier 1 capital requirement of 600 (which is an increase from 400) Under the final rule the total capital ratio remains at 800 and the minimum leverage ratio is 400
Additionally under the final rule in order to avoid l imitations on capital distributions including dividend payments and certain discretionary bonus payments to executive officers a banking organization must hold a 25 capital conservation buffer composed of common equity Tier 1 capital above its minimum risk-based capital requirements The b uffer is measured relative to risk-weighted assets The final rule also enhances risk sensitivity and addresses weaknesses identified by the regulators over recent years with the measure of risk-weighted assets
The new minimum capital requirements will b e effective for the Company on January 1 201 5 whereas the capital conservation buffer and the deductions from common equity Tier 1 capital phase in over time beginning on January 1 201 6
Capital Raise
On February 22 201 3 Standard Bancshares Inc completed its recapitalization by issuing 29864795 shares of common stock at $465 per share for gross proceeds of $ 1 389 million 1 3 548387 of the common shares were issued to the US Treasury (the Treasury) in exchange for the $63 million of Fixed Rate Cumulative Preferred Shares Series A and B The Treasury subsequently sold those shares to I nstitutional Investors at $465 per share An additional 16 316408 of common shares were issued to Institutional Investors and private investors Of the aggregate 29864795 common shares issued 1 9430750 are voting shares and 1 0434045 are mm-voting shares
In conjunction with the recapitalization the Articles of Incorporation of the Company were amended to authorize 20000000 shares of preferred stock at $001 par value No preferred stock has been issued as of December 31 2014
Sto ck Settled Rights (SSRs)
On February 22 201 3 in connection with the recapitalization of the Company the Board of Directors distributed as a dividend in kind 7293407 Stock Settled Rights (SSRs) to the holders of the Common Stock as of the Record Date (November 5 2012) The number of SSRs issued is equal to the product of (i) 03888 and (ii) 18757921 the number Common Shares outstanding as of the Record Date The estimated fair value of the SSRs completed by an independent third party as of September 30 2014 and February 22 201 3 was determined to be approximately $026 per SSR or $1 880 and approximately $021 per SSR or $1 532 respectively Expense recorded related to the SSRs was $1 880 in 2014 No expense was recorded in 201 3
46
STANDARD BANCSHARES INC AND SUBSI DIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (in thousands except share data)
Note 21 - Capital Management (Continued)
Stock Settled Rights (SSRs) (Continued)
The SSRs are structured as common stock dividends to be paid to certain common shareholders of the Company under specific conditions The amount of common stock to be distributed is determined by a formula that considers among other things the value of the outstanding common stock at the Settlement Date Settlement Date is defined as the earlier of (i) the date a liquidity event (an I POrecapitalization or a sale of control) occurs during the term of the SSRs and (ii) the SSR Expiration Date (February 22 201 8) The SSRs will be exercised based on the value of the common shares at that time subject to the Settlement Rate formula
The Accretion Rate is a component of the Settlement Rate It is either an middotannual rate of 80 or 120 with the value determined by the cum ulative economic losses that occur in the loan portfolio from June 30 201 1 to the time the SSRs are settled
On the Settlement Date the Company shall determine the number of shares of Common Stock issuable upon the settlement of an SSR The Settlement Rate shall be calculated based on a formula that considers among other factors the value per share of the common stock on a fully diluted basis reduced by the accretion rate with that number divided by the value per share of common stock on a fully diluted basis
If the Settlement Rate is greater than zero the Company shall issue and deliver to each of the SSR Holders a number of shares of Common Stock equal to the product of (i) the Settlement Rate multiplied by (ii) the number of SSRs held by such H older as reflected in the SSR register as of the close of business on the last Business Day prior to such Settlement Date
In connection with the occurrence of a Liquidity Event on or prior to the Expiration Date the Board of Directors may at its option and in its sole discretion order the redemption and the Company may redeem the SSRs in whole or in part at the redemption price per SSR based on a formula that considers the price per share of Common Stock at which the Company is valued on a fully diluted basis in connection with such Liquidity Event as determined in good faith by the Independent Committee plus a l l cash dividends paid oil the common stock from the date of issuance of the SSRs less $465 accreting on a daily basis at the Accretion Rate
The Company hired an independent third party firm to value the SSRs The following variables were taken into consideration when deriving a value for the SS Rs
1 ) The probability of a liquidity event (sale of control or PO) during the term of the SS Rs 2) The Accretion Rate assigned to the Settlement Rate of the SSRs 3) The estimated value of the Companys common stock at the earlier of a) a liquidity event or b)
the SSR Expiration Date (February 22 201 8) 4) The type of liquidity event that might occur 5) Future value parameters including a) tangible common book value b) earnings and c) market
conditions
The valuation of the common shares at the Settlement Date will depend on the Companys financial condition and the market pricing of financial institution stock both on a stand-alone basis and on a sale of control basis at that time
47
STANDARD BANCSHARES I NC AND SUBSIDIARI ES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (in thousands except share data)
Note 22 - Condensed Financial Statements
The Company was incorporated in I l linois on February 23 1 982 The Company accounts for its investment in subsidiaries under the equity method Under this method the investment is recorded at cost adjusted for the subsidiaries undistributed net income (loss) Presented below are the condensed financial statements of Standard Bancshares I nc (Parent Company Only)
Assets Cash Investment in subsidiaries Other assets
Total assets
CONDENSED BALANCE SH EETS DECEMBER 31 2014 AND 2013
Liabilities and shareholders equity Other liabilities Total stockholders equity
Total liabilities amp stockholders equity
2014 $ 4 163
264242 328
$268733
$ 2685 266048
$268733
CON DENSED STATEMENTS O F I N COME YEARS ENDED D ECEMBER 31 201 4 201 3 AND 201 2
2014 I ncome
Other income $
Expenses 2909 Loss before income taxes and equity in undistributed
earnings of subsidiaries (2909) Income tax benefit 88
Loss before equity in undistributed earnings of subsidiaries (2821)
Equity in undistributed earnings (loss) of subsidiaries 1 7 1 1 5
Net income (loss) 1 4294 Preferred dividends and discount accretion on preferred shares
Net income (loss) applicable to common shareholders $1 4294
48
201 3 $ 2 1 95
248 090 1 944
$252229
$ 322 251 907
$252229
201 3 201 2
$ $ 1
1 747 8539
(1 747) (8538) 291 1 0 1 7
(1 456) (7521) 9 629 (23241) 8 173 (30762) 1 1 24 4090
$ 7049 $(34852)
STAN DARD BANCSHARES INC AND SUBSIDIARIES
NOTES TO CONSOLIDATED FI NANCIAL STATEMENTS (in thousands except share data)
Note 22 - Condensed Financial Statements (Continued)
CONDENSE D STATEMENTS OF CASH FLOWS YEARS ENDED DECEMBER 31 2014 201 3 AND 201 2
Cash flows from operating activities Net income (loss)
Adjustments Equity in undistributed net (income) loss of subsidiaries Amortization Stock based compensation expense ( Increase) decrease in other assets Increase (decrease) in other liabilities
Net cash provided by (used in) operating activities Cash flows from financing activities
Issuance of common stock net of issuance costs Capital contribution to Standard Bank Repayment of note payable Cash Dividends
N et cash provided by financing activities
Net increase (decrease) in cash
Cash - beginning of year
Cash - end of year middot
Supplemental schedule of non-cash financing activities Change in par value on common stock Exchange of preferred stock to common stock
49
2014
$ 1 4294
( 17 1 1 5) 28
782 1 616 2363 1 968
1 968
2 1 95
$ 4 163
$ $
201 3
$ 8 1 73
(9629) 29
441 1 872
(4273) (3387)
68598 (41 500) ( 16 1 00)
(6026) 4972
1 585
6 1 0
$ 2 1 95
$ 4277 $63000
201 2
$(30762)
23241 6 1 67
( 1908) 2 043
( 1 2 1 9)
( 1 2 1 9)
1 829
$ 6 1 0
$ $
FORM FR Y-6
STANDARD BANCSHARES INC
Hickory Hills Illinois Year Ending Dccember31 2014
REPORT ITEM
1 The BHC Is not registered with the SEC Coples of the Annual Report Nil be sent undersepirate cover when completed
2a Organization Chart fo Standard BallCShares Inc
I THE BOULEVARD INC
SL John Indiana 100
JnCQrporated in Indiana
2b Branch Verification
STANDARD BANCSHARES INC Hickory Hills Illinois Jncorporateltl In Illinois
STANDARD BANKAND TRUST COMPANY Hickory Hills llllnois
Incorporated In lllnols 100
I STANDARD REDEVELOPMENT INC
Hickory Hills Illinois 100
Incorporated in Illinois
(Not subject to Y-10 reporting ) Code 91 CE - Liquidation Of debts previously contracted
The branch and lax-kl flStings were emailed to branch revieW on 223115
3 (1) As ofyear-end
Name and Address
Trident SBI Holdings lP Greeffilidl CT
Robert E Gallagher Sr Trust John D Gallagher Trustee Palos Heights IL
The Gallagher Standard Bancshares TR Timolhy J GaJagheuror Trustee Hickory Hitls IL
Pantheon Standard LP San Francisco CA
CohesVe Capital Parners LP New York NY W Capital Partners II LP NewYork NY
Couritrlt of Citizenship or lncorooratlon Number and Percentage Of Voting Serurtties
USA 5662194- 1483
USA 5516086 - 1444
USA 4382666 - 1 t47
USA 3762128-985
USA 2 150537 - S63
USA 2 150537 - 563
Note llle shares in the Robert E Gallagher Sr Tr are voted on by John D Gallagher Director of Standard Bank Tue shares Jn the Gallager Standard Bancshares Tr are voted on by Timolhy J Gallagher Director of Standard Bank
3 (2) OtherSharehofors oat listed in Section 3 (1) above that held more than 5 during the year
None
Resuhs A Ilse of branches forvour holdln1 company STANDARD 8ANCSHARES INC (1245590) or HICKORY HILLS IL
The d1ta are n of 12312014 Data re II Kb information tlat wu received aod processed throuah 01072015
Rconcill1Uon and Vc1Uon St I DI 1 In the DIH Action column of each br111Ch row enter one or mort of the actioru specified below
2 If required enter the date In the Ettcttve Olte column
-OK tf the bnch Information s correct enter OK in the Oita AdJon column
Chi nee If the bndl Information Is Incorrect Of Incomplete revt the data enter Chance In the Dita Action column ind the d11te when this infOfmation first became v1lid In the Effective Ote column
am If a bnch listed was sold or clowd enterOose In tht Dita Action column and the s1e or dosured11te In the EtfectW Olte colurm
Olete If a bru1eh listed wu never owntd by this depository Institution enter Delete In the Oeta Acckgtn column
Add If a rt portable brtinch Is mlsslna lnStrt a row add the branch data ald entu Add In the Olt1 Action column and the opening or acquisition date In the Effecttve Date column
If prntln1 this list you m1y need to adjust your page Utup In MS E11ce1 Try using landscape orientation page sollria andor legal sized paper
Submlnion PfOOtdurbull When you ire finished send a saved copy to vour FRB contact Su the detailed lnlttldlons on this si for more informatlon
II voY are mailinamp this to your FRB conttct put your lnstitutlon name dty and state In the subjact llrie of the e-nWI
Note To satisfy the FR Y-10 reportln1 requirements YoU must tiho submit FR Y-10 Domestic Branth Schedules for each branch with a Data Actlon of Olan1e Close Delete or Add
Thbull FR Y-10 report may be submitted 1n a hardcopy format or 11ia the FR Ymiddot10 OnH11e application middot httpsylOonllnefederalrerve1ov
bull FDtC UNINUM Office Number and ID_RSSO co1unvu ara for reference only Verification of these values is not required
- - 8nch Suvlce Type Branch 10 RSSO ia- terNeme Street Address City
ok FuUServltefHud Officel 19730 STAN OARD BANK ANO TRUST COMPANY 7800 WEST 9STH STREET HICKORY HILLS
ok Full Service 3202168 BOLINGBROOK BRANCH 282 NORTH WEBER ROAD BOLINGBROOK
ok Limited Strvce 4126065 CALUMET CITY 1968 SIBLEY BOULEVARD CALUMET CITY
FullSetvke 3309928 CLARK STREET 8RANOi 3747 NORnt CLARK STREET atlCAGO
ok FullServiett 474339 EWING BRANOf 10635 SOUTH EWING AVENUE CHICAGO
ok Full Servtce 2079925 HEGWISCH BRANCH 13336 SOUTH BALTIMORE AVENUE CHICAGO
ok limited Se-rvke 20817)5 SOUnt DERRING FACILITY 10535 SOVTH TORRENCE AVENUE CHICAGO
Full Service 4099271 THOREK BRANOi 836 WEST IRVING PARK ROAD OUCAGO
ok Full Service 2121280 COAL CITY BRANot 20 SOUTH KANKAKEE COAlCITY
full Service 2809038 EVERGREEN PARK BRANCH 2400 WEST 95TH STREET EVUtGREEN PARK
ok Full Service 3188909 FRANKFORT BRANCH 19997 LA GRANGE ROAD FRANKFORT
Full5etvice 810436 CiARONERBRANCJ1 118 DEPOT STREET GARDNER
ok FultSrvlct 3188897 JOLIET ampRANCJ1 2398 ESSINGTON ROAO JOLIET
Full Service 3439553 LOClCPORT BRANCH 16545 WEST 159TH STREET LOCKPORT
ok Full Service 290931 LYONSlST AVENUE BRANCH 8601 OGDEN AVENUE LYONS
ok Full Service 3671504 MINOOKA BRANCH 515 WESTUS ROUTE 6 MINOOKA
ok LlmltcServfce 2111338 MOAAIS LISBON BRANCH 1433 USBON STREET MORRIS
ok Full Servkt 2809010 MORRIS ROUTE 6 BRANCH 1111 WEST US ROUTpound 6 MORRIS
Ful1 Servlct 2809047 NAPERVILLE BRANCH 1607 NORTH AURORA ROAD NAPERVILLE
ok full 5ervfce 2809056 NEW LENOX BRANCH 456 NELSON ROAD NEW LENOX
Full sMce 2103129 OAK FOREST BRANOf 15901 SOUTH CENTRAL AVENUE OAX FOREST
ok Full SeMct 3490255 OAK LAWN lllTH BRANOf 4700 WEST 111TH STREET OAK LAWN
ok Full Sfrvlce 2096717 OAK LAWN 95TH BRANCH 4001 WEST 95TH STREET OAK LAWN
ok Full Service 2295538 ORLAND PARK BRANCH lSCXJO SOUTH WOLF ROAD ORLAND PARt
State VpCode
IL 60457
IL 60440
IL 60409
IL E06H
IL 00617
IL 0063
IL 00617
IL 60613
IL 60416
IL 60805
IL 6042
IL 60424
IL 60435
IL 60441
IL 60534
I L 60447
IL 60450
IL 60450
IL 60563
IL 60451
IL 60452
IL 60453
IL 60453
IL 60467
County CawN FDICUNINUM Offb Numberbull Haad otfice Head Office 10 RSSD Comments
COOK UNITEO STATES 10748 0 STANOARO BANK ANO TRUST COMPANY 19730
Will UN ITED STATES 419532 34 STANDARD BANK ANO TRUST COMPANY 19730
COOK UNITED STATES 510611 44 STANDARD BANK AND TRUST COMPANY 19730
COOK UNITpound0 STATES 429662 35 STANDARD BANK ANO TRUST COMPANY 19730
COOK UNITED STATES 12089 18 STANDARD BANK AND TRUST COMPANY 73ltgt
COOK UNITED STATES 244100 20 STANDARD BANK ANO TRUST COMPANY 19730
COOK UNITED STATES 244099 19 STANDARD BANK ANO TRUST COMPANY 19730
COOK UNITED STATpoundS 510612 4S STANDARD BANKANDTRUSTCOMPANV 1973ltgt
GRUNDY UNITED STATES 263852 17 STANDARD SANK AND TRUST COMPANY 730
COOK UNITED STATES 13875 4 STAN OARD BANK AND TRUST COMPANY 19730
Will UNITED STATES 357237 15 STAN OARD BANK AND TRUST COMPANY 19730
GRUNDY UNITED STATES 7234 1 STAN DARO BANK ANO TRUST COMPANY 19730
Will UNITED STATES 238ASA 13 STANDARD BANK ANO TRUST COMPANY 19730
Will UNlTEO STATES 450324 38 STAN OARD BANK AND TRUST COMPANY 19730
COOK UNITED STATES 10912 22 STANDARD BANK ANO TRUST COMPANY 19730
GRUNDY UNITED STATES 465426 42 STANDARD BANK AND TRUST COMPANY 1973ltgt
GRUNDY UNITED STATES 266774 16 STANDARD BANK ANO TRUST COMPANY 1730
GRUNDY UNITED STATES 2243S6 10 STANDARD BANK AND TRUST COMPANY 19730
OU PAGE UNITED STATES 238451 6 STANDARD BANK ANO TRUST COMPANY 19730
Will UNITED STATpoundS 238452 11 STAN OARD BANK ANO TRUST COMPANY 19730
COOK UNTED STATES 244101 21 STANDARD BANK AND TRUST COMPANY 19730
COOK UNITED STATES 441863 36 STANDARD BANK AND TRUST COMPANY 19730
COOK UNITED STATES 238447 1 STANDARD BANK AND TRUST COMPANY 19730
COOK UNITED STATES 238450 5 STANDARD BANt AND TRUST COMPANY 19730
ok Fullrvke 2100379 PALOS 11HH BfANOl 11901 SOUTHWEST HIGHWAY PALOSPARIC ll 00464 COOK UNITED STATES 238448 2 STAN DARO BANK AND TRUST COMPANY 19730
ok rulSltVice 2427544 PALOS lllST BRANCH 9700WEST lllST STREET PALOS PARK ll 00464 COOK UNlTEOSTATES 238449 3 STAN DARO BANK AND TRUST COMPANY 19730
ot llmtedSrvke 3490273 NORTH RIVERSIDE BRANCH BJSOWEST CERMAK ROAD RlvtRSlDE ll COOK UNITED STATES 441864 37 STANDARD BANK AND TRUST COMPANY 19730
ot FuLServke 3202171 SHOREWOOD BRANOl 970 BROOK FOREST AVENUE SHOREWOOD It - t UNITED STATES 419531 33 STANDARD BANICANDTRUSTCOMPANY 19730
ok FulSrvlee 3188918 VILLA PARK BfWIOi 1 WESrRoostVrlTROAD VlltAPARIC It 50181 OUPAGE UNITED STATES 238455 14 STANDARDBANKANDTRUSTCOMPANY 19730
ok FulSrvke WllMINGTON BRANCH lOOSSOUTH WATER STREET WILMINGTON It 004 lt UNITED STATES 238453 12 STANDARD BANK AND TRUST COMPANY 19730
ok Fulfrvk 3197031 CHESTERTON BRANCH middot 755 JNDIAN BOUNDARY ROAD OIESTERTON IN PORTER UNITEDSTAlES 275664 32 STANDARD BANK AND TRUST COMPANY 19730
ok ruUrvic 2161D17 EASTCHCAGO BRANCH 4518 lNOANAPOUS BOULEVARD EAST CHICAGO IN 46312 lAKE UNITEDSTAlES 29 STANDARDSANKANDTRUSTCOMPANY 19730
ok Fulrvk 4913n HAMMOND BRANCH 1007 CALUMET AVENUE HAMMOND IN 46324 AKE UNITEDSTAlES 42227 30 STANDARD BANK AND TRUST COMPANY 19730
Fulrvlc 2161D3S HIGHtAND BRANCH 2930 RIDGE ROAD HIGHLAND IN 46322 UNITEOSTAlES 275659 27 STANDARD BANK AND lRUST COMP AN I 19730
ot Futtsrvke 2161044 LOWHl BRANCH 2090 EAST COMMERICALAVENUE LOWELL IN 463Sfgt21r AKE ONITEDSTAlES 275661 28 STANDARD BANK ANDTRUSTCOMPANI 19730
ok Full Srvlce 3439562 MERRlllVlllE BRANCH 579WESTUNCOlN HIGHWAY MERRlllVlllE IN 46410 AKE ONlEO STATES 450325 39 STANDARD BANK AND TRUST COMPANI 19730
ok Full Srvice 453712 SAINT JOHN BRANCH 9321 WICKER AVENUE SAINT JOHN IN 46373middot00 AKE ONtlEDSTATES 42414 26 STANDARD BANK AND rnusr COMPANY 19730
middot
Report ttem 4 Directors and Office (1) Name amp Address
J-Ohn R Barber New York NY
Christopher Doody Ne-vYork NY
1pound1 Pnncipal Occupation [rtmiddotrmiddotwittl BHC
Mariaging Partner eohesiVe ea pita I
Princlpal Storm Point Capital
(3) (bull) TrtiePosition with BHC Diredor
Director
FORM FR Y-9
STANDARD BANCSHARES INC Fiscal YearEnding Decttmber3112014
(3) lb) ltlePosition wffi1 Subsidiaries
NIA
NIA
(3) (c TrtlePosltlon wttn otherbuslne$es
Managtng Partner Cohesive Capital
Principal Stone Point Ciipitit
bull Stone Point ls the manager of the TriOOnt funds which are investment entities that own 25 or morn of the outstanding voting seairities orinlerests in various companles Mr Doody ls an ernployee and officer of Stone Point and is oo deemed to contror S1oria Point or the Trldent Funds He is not a principal securities holder of Stone Point or the Trident Funds The invstmenl committees of the Trident Funds are responsible for voting the shares or such companies and Mr Doody is not a member of the investment committees of the Trident Fonds A sctiedule of such companies in which U1e Trident funds hnve invested is available upon request
John o Gallagher Ortand Park IL
Managing Genera[ Partner OfdlarU Hill Bldg Co
Director Dior-standarU Bank
Managin9 GenerBi Partner Orchard HlllmiddotB1dg Co President Ordiard Hm Building Co Inc
Managing Member Qnhard Hill Construction LLC
Managing Membelt Austin Construction Co bull LLC
Presdenl Bougton Development Co
President ennStructildeg Co lnc
Prestdenl middot Farmingdare Development eomiddot
middotana9in middotRa -middot middot fariTijngdre _Mittwo middot
Pldciit_ _ Fam1r9dale Utilify Co_
Managing Partner Frtz91erald Lad lnvestment Ptshp
(4) a) 1w of Voting Shares in BHC
563
middot1483
14450
(4)(o) (4) (b) Names of othfr companitts 4 of Voting (if 25 ormorl voting Shares in Subs securities a held
NIA
NIA
NIA
NIA
NIA
NIA
NIA
NIA
NIA
NIA
Dryden Cons1rudioo Co Inc 100
NIA
NIA
NIA
Frtzgerald Land Investment Plshp 25
(1) Name amp Mdlt=
John D Gallagher CJriand Pru IL
(2) Principal rbull _ BHC1
(3) (b) TdfePosition wiU1 SubsXfiarics
(J)(c TrtiePttSition wTUi other buslncssts
Trustee-Vote 100 Galla171ormiddot Henr)Tnisl
- Gallagher amp Henry Inc
Prumlaquo GaDaQhef Parloecs LP GB4 Jnc
Managing Partner Gl6mwod DevelopmElnt Co
Managmjl farlnelt Heruy Co Managmo Hermann Umd Investment Ptshp
Managing- Kolarlrugtd I lgthp Preltldeot Kokast -kimes Inc
PreSdenl Coo$trixtioo middotmiddot nc
- -MiAdams 400 Investment Ptshp
Msoagir(Q Partner Meifefl1 id lnpoundiiini _Pthp Managing Partner sr middotGod 1nVeslmoo Pbhp Managiog Partnef
-LampftPtshp TruSt6e
ThOGalfaghmiddotorSliujiini middot Trust
(4) (bull) of Voting Shares in BHC
(4) (b) of Voting Shares In SUbs
Names of other companies frf 25 degmom voting securiDes arn heJd NIA
NIA
NIA
NIA
NIA
NIA
NIA
Hennarm Lnnd Investment Ptshp 25
K6irland lovStrnerrlPiStip 25 NIA
NIA
NIA
Laod lNeStrnloi PlShp 25
df1li3 lfjJrlvtrpnt PWiP 25
Land l hp 25
e(Lao1fl PtShp 25_-xmiddotmiddot middot
standard tWesTrust 25 middot
(1) Name amp Address
Tnnothy J GsJlaghet Burr Ridge IL
(2) Principal Occupation [d other than with BHC)
(J) (a) TrltePosifion wtth BHC
(3)(b) TdiePosffion wittl Subskfcuies
OlaHrnan of the Board
(J) (c) TitlePosition with other businees
PreOOeot Brittany Glen Homeownoc l=gtc Suffield Woods Homeowner Assoc FanntngdaJe Viage Com Assoc fumlogdale Vdlage Com Assoc 2 Misty Meadoyenr Homeowner Assoc 1ltings1on Hills liomeOMler Assoc Gallagheramp Henrys Condos Goodiogs Grove Assoc Ganaghcr amp Heruys Goocfings Grove Umbretia Assoc Farmingdale Vil Cooos of Woodridge Homeowner Assoc Radc5ffe rtMe TOvlfflhomes Assoc
BNC OWnefs Assodatioo
Boughton Woodward Commenial Center LLC su-lgle MembeltUC- GB4 i5 member
Union Poirrte Investors Uc Sing1e MemberlLC- Union PcWe Oevclopmeot Co b member
Uoion POOte Buadlog Venture 1lLC Union 00rt lnvestorn LlC ts member Union Pofrrte Buikfing Venlilre 112 LLC Unton Point nveslor lLC is member
Union Pointe Boikfing Venture 3 LLC Union Poinl lnveslors UC is member
standgtnJ Bank -ALm1 Construction Co LlC
Pminlaquo Frtzyerald Lnnd Investment Pbttp
(lt)(bull) ofVotlng Shares in BHC
11520
(4) (b) ofVotiog Shares in Subs
NIA
Names of other companies (If 25 or l1XgtflJ voting securities aro held
NIA NIA NIA NIA NIA NIA NIA WA NIA NIA NIA
WA
NIA
WA
WA
NIA
NIA
WA
NIA
NIA
NIA
WA
WA
(1) =
Timothy J GJJbghctshyBorr Ridge IL
(2) Principal (if oUJef than wtth BHC)
3 (a) TitlePosition wilh BHC (3) 1c) Trtielosilion with other businesses ampcretuy amp Henry Inc
_ GieoMXgtd Developmeot Co
Partner Hermann Land Investment Pt5hp KOOr land Investment Ptstip
Secret3y Kolcast Homes loo
__ Koamp Construction Co Inc
Secrebgty Ordnrd Hin Buikfing Co Inc
Pa1nelt srrvb land 1ovestrnent Pshp -Smotelt Land Investment Ptshp Trustee- Vote 100 The Gollagher stmdafd
Trust
-- uruoo Pointe Development Co
lt4)(a) ofVotiog Shares in BHC
(4) (b) of Voting Shares In Sobs
tfamos of othcreomnk (lf25 ormoro vo6ng sccuritios arc held
NIA
NIA
NIA
Hennano Land Investment Ptshp 25
Kolar land Investment Pshp 25
NIA
NIA
NIA
Maas Land Investment Ptshp 25
McAdams Iand lnv=tmeni Plshp 25
Medema land lnvestme111 Ptshp 25
NIA
NIA
NIA
Slivka land Investment Plshp 25
SmoterUmd I Ptshp 25
Unkio Pointe Devdopmcot Co 25
(11 (21 Pl (a) 3 (b) 3) c) 4 (a) (4)b) Names of othelt com pan Name amp Adqross princi Occupation TJdcPositiorl TJHePositiorl TrticPosIDon of Voting of Voting [If 25 or mon voting
(if other than with Bl tc) wtth SHC with Subsidiaries with other businesses Shares In BHC Shares in Subs securities are heJd
Timothy J GaUagilet Slaquoretmy GB4 Inc SurRXgeIL GB4 lnc 251
Uoioo Polnte Bonding Venture 3 UC NIA Uoiont PoCnt lnves1ocs LLC is member
Lawraooe P Kelley NIA DirododVJCO Chaifman Oamp-edooVlce Chairman NIA 023lt))1 NIA NIA Pltullt IL PreraquoleoUCEO -0-0
standam Bank
Atampief Ko-arldt NIA DirodOlt Dirodoc NIA 0140 NIA NIA 1-fmsdak ll -
Howrd K Priess JI - deg Dirodoc Solo Pradiltgtoelt 0140 NIA NIA NapeMe IL Standard Bank
Owner White Oak Construction LlC Wh4te Oak Construction LLC 100
Robert A RoslKWt NIA Lead ndepcodeot Director oltedoc NIA D140( NIA NIA QOCago u standanl Bank
Charles E Shomo rv NIA deg Ciredor NIA 013lfI( NIA NIA Bur Ridgo IL standam Bank
Patrick J Hunt NIA _ Executive VPCFO NIA 008 NIA NIA Palos Heights IL EVPCfO standanl Bank
deg Scoltzu NIA Asst VPJAssl Asst VPAsst Secy NIA 00CXgt1 NIA NIA
Everyreen Park IL Sea-- SiandagtO Bank
STANDARD BANCSHARES INC AND SUBSI DIARIES
NOTES TO CONSOLI DATED FI NANCIAL STATEMENTS (in thousands except share data)
Note 1 8 - Financial Instruments Fair Value Disclosure (Continued)
valuation approach or a combination of approaches including comparable sales and the income approach resulting in a level 3 classification
Loans held for sale are carried at the lower of cost or fair value which is evaluated on a pool-level basis The fair value of loans held for sale is determined using quoted prices for similar assets adjusted for specific attributes of that loan or other observable market data such as outstanding commitments from third party investors resulting in a level 2 classification
The Company records its mortgage servicing rights at fair value and includes them in other assets in the Consolidated Balance Sheets Mortgage servicing rights do not trade in an active market with readily observable prices Fair value is based on market process for comparable mortgage servicing contracts when available or alternatively is based on a valuation model that calculates the present value of estimated future net servicing income Key economic assumptions used in measuring fair value of mortgage servicing rights at December 31 2014 included prepayment speeds maturities and discount rates While market based data is used to determine the assumptions the Company incorporates its own estimates of the assumptions market participants would use in determining the fair value of mortgage servicing rights which results in a level 3 classification
De cembe r 31 2014 Assets Cash and cash equivalents Securities held-to-maturity Securities available-for-sale Loans - net Loans held for sale Federal Home Loan Bank stock at cost Accrued interest receivable Derivatives
Liabilities
Deposits Federal Home Loan Bank advances Accrued interest payable Derivatives
De ce mbe r 31 2013 Assets
Cash and cash equivalents Securities held-to-maturity Securities available-for-sale Loans - net Loans held for sale Federal Home Loan Bank stock at cost Accrued interest receivable
Liabi lities Deposits Accrued interest payable
42
Carrying Value
$ 1 99476 3888
1 54394 1 744331
8274 3247 59 1 9
207
$ 1 993572 1 5000
265 214
$ 234 1 83 1 762
1 39588 1 61 9995
5408 3 143 5 576
$1 91 9 1 05 286
Fair Value
$ 1 99476 3 564
1 54394 1 798279
8274 3247 591 9
207
$1 992796 1 4984
265 214
$ 234 1 83 1 41 5
1 39588 1 679668
5408 3 143 5576
$ 1 920335 286
STANDARD BANCSHARES I NC AND SUBSI DIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (in thousands except share data)
Note 1 8 - Financial I nstruments Fair Value Disclosure (Continued)
In estimating the fair value of certain assets and liabilities not previously presented the following assumptions were made
Cash and Cash Equivalents
The carrying amounts of cash and equivalents reported in the balance sheet approximate fair value
Securities
Estimated fair values of securities are based on one of three models 1 ) quoted market prices where available 2) quoted market prices for similar instruments if quoted market p rices are not available 3) unobservable data that represents the Banks assumptions about items that market participants would consider in determining the fair value where no market data is available
L oans
Fair values of loans excluding loans held for sale are estimated as follows For variable rate loans that re-price frequently and with no significant change in credit risk fair values are based on carrying values Fair values for other loans are estimated using discounted cash flow analyses using interest rates currently being offered for loans with similar terms to borrowers of similar credit quality to calculate the present value of future contractual principal and interest cash flows and discounting them back to the present using a discount rate Impaired loans are valued at the lower of cost or fair value as described previously The methods utilized to estimate the fair value of loans do not necessarily represent an exit price
The fair value of loans held for sale is estimated based upon binding contracts and quotes from third party investors
Federal Home Loan Bank (FHLB) Stock
The carrying amounts reported in the balance sheet approximate fair value
Accrued Interest Receivable I Payable
The carrying amounts reported in the balance sheet approximate fair value
Deposits
The fair values disclosed for demand deposits (eg interest and non-interest checking passbook savings and certain types of money market accounts) are by definition equal to the amount payable on demand at the reporting date (ie their carrying amount) The carrying amounts of variable rate fixed-term money market accounts and certificates of deposit approximate their fair values at the reporting Fair values for fixed rate certificates of deposit are estimated using a discounted cash flows calculation that applies interest rates currently being offered on certificates to a schedule of aggregated expected monthly maturities on time deposits
Federal Home Loan Bank Advances
The fair value of Federal Home Loan Bank advances is estimated using discounted cash flow analyses --------based-on-the-currentborrowing-rate-of-similartypes-of-advances
43
STANDARD BANCSHARES I NC AND SUBSIDIARI ES
NOTES TO CONSOLI DATED FINANCIAL STATEMENTS (in thousands except share data)
Note 1 8 - Financial I nstruments Fair Value Disclosure (Continued)
Off-balance sh eet in strum ents
Fair asset andor liability value of off-balance sheet financial instruments as described in Note 1 6 may be estimated by applying fees currently charged for comparable commitments Based upon the qual ity of these commitments and their demand in the financial market it has been assumed that there is no material difference in the estimated fair value
Note 1 9 - TARP Capital Purchase Program
On April 24 2009 the Company entered into a Letter Agreement with the United States Department of Treasury (the Treasury) pursuant to which the Company sold to the Treasury 6000 shares of the Companys Fixed Rate Cumulative Perpetual P referred Stock Series A for $60 million and a warrant to acquire $3 million of Fixed Rate Cumulative Perpetual P referred Stock Series B for a nominal exercise price Immediately upon consummation of the closing the Treasury exercised the warrant and acquired the Series B Preferred Stock The Preferred Stock Series A qualified as Tier 1 capital and paid cumulative dividends q uarterly at a rate of 5 per annum The P referred Stock Series B qualified as Tier 1 capital and paid cumulative dividends quarterly at a rate of 9 per annum The difference between the initial carrying value that was allocated to the Series B Preferred Stock and its redemption value of $3 million will be charged to retained earnings (with a corresponding increase in the carrying value of the Series B Preferred Stock) over the first five years of the contract as an adjustment to the dividend yield using the level yield method During 201 1 the Company elected to suspend dividend payments For the year ended December 31 2012 total dividends of $3462 had been declared but not paid On February 22 201 3 1 3548387 of common shares were issued to the US Treasury in exchange for the $60 million and $3 million of Fixed Rate Cumulative Preferred Stock Series A and Series B respectively The Treasury subsequently sold those shares to institutional investors at $465 per share In addition the Company paid $6 million of dividends to the Treasury which included 1 00 of past due dividends and dividends due through February 22 2013
Note 20 - Regulatory Matters
The Companys primary source of cash is dividends received from its subsidiary bank The subsidiary bank is subject to certain restrictions on the amount of dividends that it may declare without prior regulatory approva L In addition the dividends declared cannot be in excess of the amount which would cause the subsidiary bank to fall below the minimum required for capital adequacy purposes
Banks and bank holding companies are subject to regulatory capital requirements administered by federal banking agencies Capital adequacy guidelines and additionally for banks prompt corrective action regulations involve quantitative measures of assets liabilities and certain off-balance-sheet items calculated under reg ulatory accounting practices Capital amounts and classifications are also subject to qualitative judgments by regulators Failure to meet capital requirements can initiate regulatory action Management believes as of December 3 1 2014 the Company and Bank meet al l capital adequacy requirements to which they are subject
Prompt corrective action regulations provide five classifications well capitalized adequately capitalized undercapitalized significantly u ndercapitalized and critically undercapitaized although these terms are not used to represent overall financial condition If adequately capitalized regu latory approval is required to accept brokered deposits If undercapitalized capital distributions are limited as is asset growth and expansion and capital restoration p lans are required At year-end 201 4 and 2013 the most recent reg ulatory notifications categorized the Bank as well capitalized under the regulatory framework for prompt corrective action There are no conditions or events since that notification that management believes have changed the institutions category
44
STAN DARD BANCSHARES I NC AND SUBSI DIARI ES
NOTES TO CONSOLIDATED FI NANCIAL STATEMENTS (in thousands except share data)
Note 20 - Regulatory Matters (Continued)
The Banks actual and required capital amounts and ratios are as follows
To Be Well Capitalized U nder
For Capital Prompt Corrective Actual Adeguac[ Puqoses Action Provisions
Amount Ratio Amount Ratio Amount Ratio As of December 31 2014 Total Capital
(to risk-based assets) Company $271 785 143 $ 152226 80 NA NA Bank 269993 1 42 1 52229 80 $1 90286 1 00
Tier I Capital (to risk-based assets) Company 247887 1 30 76 1 1 3 40 NA NA Bank 246093 129 761 14 40 1 14 171 60
Tier I Capital (to average assets) Company 247887 1 08 92 1 26 240 NA NA Bank 246 093 1 07 92 1 09 240 1 1 5 1 36 2 5 0
As of December 31 2013 Total Capital
(to risk-based assets) Company $246213 1 38 $142344 280 NA NA Bank 244607 1 38 1 42 170 280 $ 1 77713 2100
Tier I Capital (to risk-based assets) Company 223444 126 71 1 72 240 NA NIA Bank 221 838 1 25 71 085 240 1 06628 2 60
Tier I Capital (to average assets) Company 223444 1 03 86430 240 NIA NA Bank 221 838 1 03 86450 240 1 08 063 2 50
45
STANDARD BANCSHARES INC AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (in thousands except share data)
Note 21 - Capital Management
The overall objectives of the Companys capital management are to have the availability of sufficient capital to support loan deposit and other asset and liability g rowth and to maintain capital to absorb unforeseen losses or write-downs that are inherent in the business risk associated within the banking industry The Company seeks to balance the need for higher capital levels to address growth and unforeseen risks and the goal to achieve an adequate return on capital invested
In July 201 3 the federal banking agencies issued a final rule revising the regulatory capital rules applicable to most national banks and federal savings associations as well as their holding companies generally beginning on January 1 201 5 The rule implements the Basel Committees December 201 O framework known as Basel I l l for strengthening the international capital standards as wel l as certain p rovisions of the Dodd-Frank Act The final ru le implements a revised definition of regu latory capita l a new common equity Tier 1 minimum capital requirement of 450 and a higher minimum Tier 1 capital requirement of 600 (which is an increase from 400) Under the final rule the total capital ratio remains at 800 and the minimum leverage ratio is 400
Additionally under the final rule in order to avoid l imitations on capital distributions including dividend payments and certain discretionary bonus payments to executive officers a banking organization must hold a 25 capital conservation buffer composed of common equity Tier 1 capital above its minimum risk-based capital requirements The b uffer is measured relative to risk-weighted assets The final rule also enhances risk sensitivity and addresses weaknesses identified by the regulators over recent years with the measure of risk-weighted assets
The new minimum capital requirements will b e effective for the Company on January 1 201 5 whereas the capital conservation buffer and the deductions from common equity Tier 1 capital phase in over time beginning on January 1 201 6
Capital Raise
On February 22 201 3 Standard Bancshares Inc completed its recapitalization by issuing 29864795 shares of common stock at $465 per share for gross proceeds of $ 1 389 million 1 3 548387 of the common shares were issued to the US Treasury (the Treasury) in exchange for the $63 million of Fixed Rate Cumulative Preferred Shares Series A and B The Treasury subsequently sold those shares to I nstitutional Investors at $465 per share An additional 16 316408 of common shares were issued to Institutional Investors and private investors Of the aggregate 29864795 common shares issued 1 9430750 are voting shares and 1 0434045 are mm-voting shares
In conjunction with the recapitalization the Articles of Incorporation of the Company were amended to authorize 20000000 shares of preferred stock at $001 par value No preferred stock has been issued as of December 31 2014
Sto ck Settled Rights (SSRs)
On February 22 201 3 in connection with the recapitalization of the Company the Board of Directors distributed as a dividend in kind 7293407 Stock Settled Rights (SSRs) to the holders of the Common Stock as of the Record Date (November 5 2012) The number of SSRs issued is equal to the product of (i) 03888 and (ii) 18757921 the number Common Shares outstanding as of the Record Date The estimated fair value of the SSRs completed by an independent third party as of September 30 2014 and February 22 201 3 was determined to be approximately $026 per SSR or $1 880 and approximately $021 per SSR or $1 532 respectively Expense recorded related to the SSRs was $1 880 in 2014 No expense was recorded in 201 3
46
STANDARD BANCSHARES INC AND SUBSI DIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (in thousands except share data)
Note 21 - Capital Management (Continued)
Stock Settled Rights (SSRs) (Continued)
The SSRs are structured as common stock dividends to be paid to certain common shareholders of the Company under specific conditions The amount of common stock to be distributed is determined by a formula that considers among other things the value of the outstanding common stock at the Settlement Date Settlement Date is defined as the earlier of (i) the date a liquidity event (an I POrecapitalization or a sale of control) occurs during the term of the SSRs and (ii) the SSR Expiration Date (February 22 201 8) The SSRs will be exercised based on the value of the common shares at that time subject to the Settlement Rate formula
The Accretion Rate is a component of the Settlement Rate It is either an middotannual rate of 80 or 120 with the value determined by the cum ulative economic losses that occur in the loan portfolio from June 30 201 1 to the time the SSRs are settled
On the Settlement Date the Company shall determine the number of shares of Common Stock issuable upon the settlement of an SSR The Settlement Rate shall be calculated based on a formula that considers among other factors the value per share of the common stock on a fully diluted basis reduced by the accretion rate with that number divided by the value per share of common stock on a fully diluted basis
If the Settlement Rate is greater than zero the Company shall issue and deliver to each of the SSR Holders a number of shares of Common Stock equal to the product of (i) the Settlement Rate multiplied by (ii) the number of SSRs held by such H older as reflected in the SSR register as of the close of business on the last Business Day prior to such Settlement Date
In connection with the occurrence of a Liquidity Event on or prior to the Expiration Date the Board of Directors may at its option and in its sole discretion order the redemption and the Company may redeem the SSRs in whole or in part at the redemption price per SSR based on a formula that considers the price per share of Common Stock at which the Company is valued on a fully diluted basis in connection with such Liquidity Event as determined in good faith by the Independent Committee plus a l l cash dividends paid oil the common stock from the date of issuance of the SSRs less $465 accreting on a daily basis at the Accretion Rate
The Company hired an independent third party firm to value the SSRs The following variables were taken into consideration when deriving a value for the SS Rs
1 ) The probability of a liquidity event (sale of control or PO) during the term of the SS Rs 2) The Accretion Rate assigned to the Settlement Rate of the SSRs 3) The estimated value of the Companys common stock at the earlier of a) a liquidity event or b)
the SSR Expiration Date (February 22 201 8) 4) The type of liquidity event that might occur 5) Future value parameters including a) tangible common book value b) earnings and c) market
conditions
The valuation of the common shares at the Settlement Date will depend on the Companys financial condition and the market pricing of financial institution stock both on a stand-alone basis and on a sale of control basis at that time
47
STANDARD BANCSHARES I NC AND SUBSIDIARI ES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (in thousands except share data)
Note 22 - Condensed Financial Statements
The Company was incorporated in I l linois on February 23 1 982 The Company accounts for its investment in subsidiaries under the equity method Under this method the investment is recorded at cost adjusted for the subsidiaries undistributed net income (loss) Presented below are the condensed financial statements of Standard Bancshares I nc (Parent Company Only)
Assets Cash Investment in subsidiaries Other assets
Total assets
CONDENSED BALANCE SH EETS DECEMBER 31 2014 AND 2013
Liabilities and shareholders equity Other liabilities Total stockholders equity
Total liabilities amp stockholders equity
2014 $ 4 163
264242 328
$268733
$ 2685 266048
$268733
CON DENSED STATEMENTS O F I N COME YEARS ENDED D ECEMBER 31 201 4 201 3 AND 201 2
2014 I ncome
Other income $
Expenses 2909 Loss before income taxes and equity in undistributed
earnings of subsidiaries (2909) Income tax benefit 88
Loss before equity in undistributed earnings of subsidiaries (2821)
Equity in undistributed earnings (loss) of subsidiaries 1 7 1 1 5
Net income (loss) 1 4294 Preferred dividends and discount accretion on preferred shares
Net income (loss) applicable to common shareholders $1 4294
48
201 3 $ 2 1 95
248 090 1 944
$252229
$ 322 251 907
$252229
201 3 201 2
$ $ 1
1 747 8539
(1 747) (8538) 291 1 0 1 7
(1 456) (7521) 9 629 (23241) 8 173 (30762) 1 1 24 4090
$ 7049 $(34852)
STAN DARD BANCSHARES INC AND SUBSIDIARIES
NOTES TO CONSOLIDATED FI NANCIAL STATEMENTS (in thousands except share data)
Note 22 - Condensed Financial Statements (Continued)
CONDENSE D STATEMENTS OF CASH FLOWS YEARS ENDED DECEMBER 31 2014 201 3 AND 201 2
Cash flows from operating activities Net income (loss)
Adjustments Equity in undistributed net (income) loss of subsidiaries Amortization Stock based compensation expense ( Increase) decrease in other assets Increase (decrease) in other liabilities
Net cash provided by (used in) operating activities Cash flows from financing activities
Issuance of common stock net of issuance costs Capital contribution to Standard Bank Repayment of note payable Cash Dividends
N et cash provided by financing activities
Net increase (decrease) in cash
Cash - beginning of year
Cash - end of year middot
Supplemental schedule of non-cash financing activities Change in par value on common stock Exchange of preferred stock to common stock
49
2014
$ 1 4294
( 17 1 1 5) 28
782 1 616 2363 1 968
1 968
2 1 95
$ 4 163
$ $
201 3
$ 8 1 73
(9629) 29
441 1 872
(4273) (3387)
68598 (41 500) ( 16 1 00)
(6026) 4972
1 585
6 1 0
$ 2 1 95
$ 4277 $63000
201 2
$(30762)
23241 6 1 67
( 1908) 2 043
( 1 2 1 9)
( 1 2 1 9)
1 829
$ 6 1 0
$ $
FORM FR Y-6
STANDARD BANCSHARES INC
Hickory Hills Illinois Year Ending Dccember31 2014
REPORT ITEM
1 The BHC Is not registered with the SEC Coples of the Annual Report Nil be sent undersepirate cover when completed
2a Organization Chart fo Standard BallCShares Inc
I THE BOULEVARD INC
SL John Indiana 100
JnCQrporated in Indiana
2b Branch Verification
STANDARD BANCSHARES INC Hickory Hills Illinois Jncorporateltl In Illinois
STANDARD BANKAND TRUST COMPANY Hickory Hills llllnois
Incorporated In lllnols 100
I STANDARD REDEVELOPMENT INC
Hickory Hills Illinois 100
Incorporated in Illinois
(Not subject to Y-10 reporting ) Code 91 CE - Liquidation Of debts previously contracted
The branch and lax-kl flStings were emailed to branch revieW on 223115
3 (1) As ofyear-end
Name and Address
Trident SBI Holdings lP Greeffilidl CT
Robert E Gallagher Sr Trust John D Gallagher Trustee Palos Heights IL
The Gallagher Standard Bancshares TR Timolhy J GaJagheuror Trustee Hickory Hitls IL
Pantheon Standard LP San Francisco CA
CohesVe Capital Parners LP New York NY W Capital Partners II LP NewYork NY
Couritrlt of Citizenship or lncorooratlon Number and Percentage Of Voting Serurtties
USA 5662194- 1483
USA 5516086 - 1444
USA 4382666 - 1 t47
USA 3762128-985
USA 2 150537 - S63
USA 2 150537 - 563
Note llle shares in the Robert E Gallagher Sr Tr are voted on by John D Gallagher Director of Standard Bank Tue shares Jn the Gallager Standard Bancshares Tr are voted on by Timolhy J Gallagher Director of Standard Bank
3 (2) OtherSharehofors oat listed in Section 3 (1) above that held more than 5 during the year
None
Resuhs A Ilse of branches forvour holdln1 company STANDARD 8ANCSHARES INC (1245590) or HICKORY HILLS IL
The d1ta are n of 12312014 Data re II Kb information tlat wu received aod processed throuah 01072015
Rconcill1Uon and Vc1Uon St I DI 1 In the DIH Action column of each br111Ch row enter one or mort of the actioru specified below
2 If required enter the date In the Ettcttve Olte column
-OK tf the bnch Information s correct enter OK in the Oita AdJon column
Chi nee If the bndl Information Is Incorrect Of Incomplete revt the data enter Chance In the Dita Action column ind the d11te when this infOfmation first became v1lid In the Effective Ote column
am If a bnch listed was sold or clowd enterOose In tht Dita Action column and the s1e or dosured11te In the EtfectW Olte colurm
Olete If a bru1eh listed wu never owntd by this depository Institution enter Delete In the Oeta Acckgtn column
Add If a rt portable brtinch Is mlsslna lnStrt a row add the branch data ald entu Add In the Olt1 Action column and the opening or acquisition date In the Effecttve Date column
If prntln1 this list you m1y need to adjust your page Utup In MS E11ce1 Try using landscape orientation page sollria andor legal sized paper
Submlnion PfOOtdurbull When you ire finished send a saved copy to vour FRB contact Su the detailed lnlttldlons on this si for more informatlon
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Note To satisfy the FR Y-10 reportln1 requirements YoU must tiho submit FR Y-10 Domestic Branth Schedules for each branch with a Data Actlon of Olan1e Close Delete or Add
Thbull FR Y-10 report may be submitted 1n a hardcopy format or 11ia the FR Ymiddot10 OnH11e application middot httpsylOonllnefederalrerve1ov
bull FDtC UNINUM Office Number and ID_RSSO co1unvu ara for reference only Verification of these values is not required
- - 8nch Suvlce Type Branch 10 RSSO ia- terNeme Street Address City
ok FuUServltefHud Officel 19730 STAN OARD BANK ANO TRUST COMPANY 7800 WEST 9STH STREET HICKORY HILLS
ok Full Service 3202168 BOLINGBROOK BRANCH 282 NORTH WEBER ROAD BOLINGBROOK
ok Limited Strvce 4126065 CALUMET CITY 1968 SIBLEY BOULEVARD CALUMET CITY
FullSetvke 3309928 CLARK STREET 8RANOi 3747 NORnt CLARK STREET atlCAGO
ok FullServiett 474339 EWING BRANOf 10635 SOUTH EWING AVENUE CHICAGO
ok Full Servtce 2079925 HEGWISCH BRANCH 13336 SOUTH BALTIMORE AVENUE CHICAGO
ok limited Se-rvke 20817)5 SOUnt DERRING FACILITY 10535 SOVTH TORRENCE AVENUE CHICAGO
Full Service 4099271 THOREK BRANOi 836 WEST IRVING PARK ROAD OUCAGO
ok Full Service 2121280 COAL CITY BRANot 20 SOUTH KANKAKEE COAlCITY
full Service 2809038 EVERGREEN PARK BRANCH 2400 WEST 95TH STREET EVUtGREEN PARK
ok Full Service 3188909 FRANKFORT BRANCH 19997 LA GRANGE ROAD FRANKFORT
Full5etvice 810436 CiARONERBRANCJ1 118 DEPOT STREET GARDNER
ok FultSrvlct 3188897 JOLIET ampRANCJ1 2398 ESSINGTON ROAO JOLIET
Full Service 3439553 LOClCPORT BRANCH 16545 WEST 159TH STREET LOCKPORT
ok Full Service 290931 LYONSlST AVENUE BRANCH 8601 OGDEN AVENUE LYONS
ok Full Service 3671504 MINOOKA BRANCH 515 WESTUS ROUTE 6 MINOOKA
ok LlmltcServfce 2111338 MOAAIS LISBON BRANCH 1433 USBON STREET MORRIS
ok Full Servkt 2809010 MORRIS ROUTE 6 BRANCH 1111 WEST US ROUTpound 6 MORRIS
Ful1 Servlct 2809047 NAPERVILLE BRANCH 1607 NORTH AURORA ROAD NAPERVILLE
ok full 5ervfce 2809056 NEW LENOX BRANCH 456 NELSON ROAD NEW LENOX
Full sMce 2103129 OAK FOREST BRANOf 15901 SOUTH CENTRAL AVENUE OAX FOREST
ok Full SeMct 3490255 OAK LAWN lllTH BRANOf 4700 WEST 111TH STREET OAK LAWN
ok Full Sfrvlce 2096717 OAK LAWN 95TH BRANCH 4001 WEST 95TH STREET OAK LAWN
ok Full Service 2295538 ORLAND PARK BRANCH lSCXJO SOUTH WOLF ROAD ORLAND PARt
State VpCode
IL 60457
IL 60440
IL 60409
IL E06H
IL 00617
IL 0063
IL 00617
IL 60613
IL 60416
IL 60805
IL 6042
IL 60424
IL 60435
IL 60441
IL 60534
I L 60447
IL 60450
IL 60450
IL 60563
IL 60451
IL 60452
IL 60453
IL 60453
IL 60467
County CawN FDICUNINUM Offb Numberbull Haad otfice Head Office 10 RSSD Comments
COOK UNITEO STATES 10748 0 STANOARO BANK ANO TRUST COMPANY 19730
Will UN ITED STATES 419532 34 STANDARD BANK ANO TRUST COMPANY 19730
COOK UNITED STATES 510611 44 STANDARD BANK AND TRUST COMPANY 19730
COOK UNITpound0 STATES 429662 35 STANDARD BANK ANO TRUST COMPANY 19730
COOK UNITED STATES 12089 18 STANDARD BANK AND TRUST COMPANY 73ltgt
COOK UNITED STATES 244100 20 STANDARD BANK ANO TRUST COMPANY 19730
COOK UNITED STATES 244099 19 STANDARD BANK ANO TRUST COMPANY 19730
COOK UNITED STATpoundS 510612 4S STANDARD BANKANDTRUSTCOMPANV 1973ltgt
GRUNDY UNITED STATES 263852 17 STANDARD SANK AND TRUST COMPANY 730
COOK UNITED STATES 13875 4 STAN OARD BANK AND TRUST COMPANY 19730
Will UNITED STATES 357237 15 STAN OARD BANK AND TRUST COMPANY 19730
GRUNDY UNITED STATES 7234 1 STAN DARO BANK ANO TRUST COMPANY 19730
Will UNITED STATES 238ASA 13 STANDARD BANK ANO TRUST COMPANY 19730
Will UNlTEO STATES 450324 38 STAN OARD BANK AND TRUST COMPANY 19730
COOK UNITED STATES 10912 22 STANDARD BANK ANO TRUST COMPANY 19730
GRUNDY UNITED STATES 465426 42 STANDARD BANK AND TRUST COMPANY 1973ltgt
GRUNDY UNITED STATES 266774 16 STANDARD BANK ANO TRUST COMPANY 1730
GRUNDY UNITED STATES 2243S6 10 STANDARD BANK AND TRUST COMPANY 19730
OU PAGE UNITED STATES 238451 6 STANDARD BANK ANO TRUST COMPANY 19730
Will UNITED STATpoundS 238452 11 STAN OARD BANK ANO TRUST COMPANY 19730
COOK UNTED STATES 244101 21 STANDARD BANK AND TRUST COMPANY 19730
COOK UNITED STATES 441863 36 STANDARD BANK AND TRUST COMPANY 19730
COOK UNITED STATES 238447 1 STANDARD BANK AND TRUST COMPANY 19730
COOK UNITED STATES 238450 5 STANDARD BANt AND TRUST COMPANY 19730
ok Fullrvke 2100379 PALOS 11HH BfANOl 11901 SOUTHWEST HIGHWAY PALOSPARIC ll 00464 COOK UNITED STATES 238448 2 STAN DARO BANK AND TRUST COMPANY 19730
ok rulSltVice 2427544 PALOS lllST BRANCH 9700WEST lllST STREET PALOS PARK ll 00464 COOK UNlTEOSTATES 238449 3 STAN DARO BANK AND TRUST COMPANY 19730
ot llmtedSrvke 3490273 NORTH RIVERSIDE BRANCH BJSOWEST CERMAK ROAD RlvtRSlDE ll COOK UNITED STATES 441864 37 STANDARD BANK AND TRUST COMPANY 19730
ot FuLServke 3202171 SHOREWOOD BRANOl 970 BROOK FOREST AVENUE SHOREWOOD It - t UNITED STATES 419531 33 STANDARD BANICANDTRUSTCOMPANY 19730
ok FulSrvlee 3188918 VILLA PARK BfWIOi 1 WESrRoostVrlTROAD VlltAPARIC It 50181 OUPAGE UNITED STATES 238455 14 STANDARDBANKANDTRUSTCOMPANY 19730
ok FulSrvke WllMINGTON BRANCH lOOSSOUTH WATER STREET WILMINGTON It 004 lt UNITED STATES 238453 12 STANDARD BANK AND TRUST COMPANY 19730
ok Fulfrvk 3197031 CHESTERTON BRANCH middot 755 JNDIAN BOUNDARY ROAD OIESTERTON IN PORTER UNITEDSTAlES 275664 32 STANDARD BANK AND TRUST COMPANY 19730
ok ruUrvic 2161D17 EASTCHCAGO BRANCH 4518 lNOANAPOUS BOULEVARD EAST CHICAGO IN 46312 lAKE UNITEDSTAlES 29 STANDARDSANKANDTRUSTCOMPANY 19730
ok Fulrvk 4913n HAMMOND BRANCH 1007 CALUMET AVENUE HAMMOND IN 46324 AKE UNITEDSTAlES 42227 30 STANDARD BANK AND TRUST COMPANY 19730
Fulrvlc 2161D3S HIGHtAND BRANCH 2930 RIDGE ROAD HIGHLAND IN 46322 UNITEOSTAlES 275659 27 STANDARD BANK AND lRUST COMP AN I 19730
ot Futtsrvke 2161044 LOWHl BRANCH 2090 EAST COMMERICALAVENUE LOWELL IN 463Sfgt21r AKE ONITEDSTAlES 275661 28 STANDARD BANK ANDTRUSTCOMPANI 19730
ok Full Srvlce 3439562 MERRlllVlllE BRANCH 579WESTUNCOlN HIGHWAY MERRlllVlllE IN 46410 AKE ONlEO STATES 450325 39 STANDARD BANK AND TRUST COMPANI 19730
ok Full Srvice 453712 SAINT JOHN BRANCH 9321 WICKER AVENUE SAINT JOHN IN 46373middot00 AKE ONtlEDSTATES 42414 26 STANDARD BANK AND rnusr COMPANY 19730
middot
Report ttem 4 Directors and Office (1) Name amp Address
J-Ohn R Barber New York NY
Christopher Doody Ne-vYork NY
1pound1 Pnncipal Occupation [rtmiddotrmiddotwittl BHC
Mariaging Partner eohesiVe ea pita I
Princlpal Storm Point Capital
(3) (bull) TrtiePosition with BHC Diredor
Director
FORM FR Y-9
STANDARD BANCSHARES INC Fiscal YearEnding Decttmber3112014
(3) lb) ltlePosition wffi1 Subsidiaries
NIA
NIA
(3) (c TrtlePosltlon wttn otherbuslne$es
Managtng Partner Cohesive Capital
Principal Stone Point Ciipitit
bull Stone Point ls the manager of the TriOOnt funds which are investment entities that own 25 or morn of the outstanding voting seairities orinlerests in various companles Mr Doody ls an ernployee and officer of Stone Point and is oo deemed to contror S1oria Point or the Trldent Funds He is not a principal securities holder of Stone Point or the Trident Funds The invstmenl committees of the Trident Funds are responsible for voting the shares or such companies and Mr Doody is not a member of the investment committees of the Trident Fonds A sctiedule of such companies in which U1e Trident funds hnve invested is available upon request
John o Gallagher Ortand Park IL
Managing Genera[ Partner OfdlarU Hill Bldg Co
Director Dior-standarU Bank
Managin9 GenerBi Partner Orchard HlllmiddotB1dg Co President Ordiard Hm Building Co Inc
Managing Member Qnhard Hill Construction LLC
Managing Membelt Austin Construction Co bull LLC
Presdenl Bougton Development Co
President ennStructildeg Co lnc
Prestdenl middot Farmingdare Development eomiddot
middotana9in middotRa -middot middot fariTijngdre _Mittwo middot
Pldciit_ _ Fam1r9dale Utilify Co_
Managing Partner Frtz91erald Lad lnvestment Ptshp
(4) a) 1w of Voting Shares in BHC
563
middot1483
14450
(4)(o) (4) (b) Names of othfr companitts 4 of Voting (if 25 ormorl voting Shares in Subs securities a held
NIA
NIA
NIA
NIA
NIA
NIA
NIA
NIA
NIA
NIA
Dryden Cons1rudioo Co Inc 100
NIA
NIA
NIA
Frtzgerald Land Investment Plshp 25
(1) Name amp Mdlt=
John D Gallagher CJriand Pru IL
(2) Principal rbull _ BHC1
(3) (b) TdfePosition wiU1 SubsXfiarics
(J)(c TrtiePttSition wTUi other buslncssts
Trustee-Vote 100 Galla171ormiddot Henr)Tnisl
- Gallagher amp Henry Inc
Prumlaquo GaDaQhef Parloecs LP GB4 Jnc
Managing Partner Gl6mwod DevelopmElnt Co
Managmjl farlnelt Heruy Co Managmo Hermann Umd Investment Ptshp
Managing- Kolarlrugtd I lgthp Preltldeot Kokast -kimes Inc
PreSdenl Coo$trixtioo middotmiddot nc
- -MiAdams 400 Investment Ptshp
Msoagir(Q Partner Meifefl1 id lnpoundiiini _Pthp Managing Partner sr middotGod 1nVeslmoo Pbhp Managiog Partnef
-LampftPtshp TruSt6e
ThOGalfaghmiddotorSliujiini middot Trust
(4) (bull) of Voting Shares in BHC
(4) (b) of Voting Shares In SUbs
Names of other companies frf 25 degmom voting securiDes arn heJd NIA
NIA
NIA
NIA
NIA
NIA
NIA
Hennarm Lnnd Investment Ptshp 25
K6irland lovStrnerrlPiStip 25 NIA
NIA
NIA
Laod lNeStrnloi PlShp 25
df1li3 lfjJrlvtrpnt PWiP 25
Land l hp 25
e(Lao1fl PtShp 25_-xmiddotmiddot middot
standard tWesTrust 25 middot
(1) Name amp Address
Tnnothy J GsJlaghet Burr Ridge IL
(2) Principal Occupation [d other than with BHC)
(J) (a) TrltePosifion wtth BHC
(3)(b) TdiePosffion wittl Subskfcuies
OlaHrnan of the Board
(J) (c) TitlePosition with other businees
PreOOeot Brittany Glen Homeownoc l=gtc Suffield Woods Homeowner Assoc FanntngdaJe Viage Com Assoc fumlogdale Vdlage Com Assoc 2 Misty Meadoyenr Homeowner Assoc 1ltings1on Hills liomeOMler Assoc Gallagheramp Henrys Condos Goodiogs Grove Assoc Ganaghcr amp Heruys Goocfings Grove Umbretia Assoc Farmingdale Vil Cooos of Woodridge Homeowner Assoc Radc5ffe rtMe TOvlfflhomes Assoc
BNC OWnefs Assodatioo
Boughton Woodward Commenial Center LLC su-lgle MembeltUC- GB4 i5 member
Union Poirrte Investors Uc Sing1e MemberlLC- Union PcWe Oevclopmeot Co b member
Uoion POOte Buadlog Venture 1lLC Union 00rt lnvestorn LlC ts member Union Pofrrte Buikfing Venlilre 112 LLC Unton Point nveslor lLC is member
Union Pointe Boikfing Venture 3 LLC Union Poinl lnveslors UC is member
standgtnJ Bank -ALm1 Construction Co LlC
Pminlaquo Frtzyerald Lnnd Investment Pbttp
(lt)(bull) ofVotlng Shares in BHC
11520
(4) (b) ofVotiog Shares in Subs
NIA
Names of other companies (If 25 or l1XgtflJ voting securities aro held
NIA NIA NIA NIA NIA NIA NIA WA NIA NIA NIA
WA
NIA
WA
WA
NIA
NIA
WA
NIA
NIA
NIA
WA
WA
(1) =
Timothy J GJJbghctshyBorr Ridge IL
(2) Principal (if oUJef than wtth BHC)
3 (a) TitlePosition wilh BHC (3) 1c) Trtielosilion with other businesses ampcretuy amp Henry Inc
_ GieoMXgtd Developmeot Co
Partner Hermann Land Investment Pt5hp KOOr land Investment Ptstip
Secret3y Kolcast Homes loo
__ Koamp Construction Co Inc
Secrebgty Ordnrd Hin Buikfing Co Inc
Pa1nelt srrvb land 1ovestrnent Pshp -Smotelt Land Investment Ptshp Trustee- Vote 100 The Gollagher stmdafd
Trust
-- uruoo Pointe Development Co
lt4)(a) ofVotiog Shares in BHC
(4) (b) of Voting Shares In Sobs
tfamos of othcreomnk (lf25 ormoro vo6ng sccuritios arc held
NIA
NIA
NIA
Hennano Land Investment Ptshp 25
Kolar land Investment Pshp 25
NIA
NIA
NIA
Maas Land Investment Ptshp 25
McAdams Iand lnv=tmeni Plshp 25
Medema land lnvestme111 Ptshp 25
NIA
NIA
NIA
Slivka land Investment Plshp 25
SmoterUmd I Ptshp 25
Unkio Pointe Devdopmcot Co 25
(11 (21 Pl (a) 3 (b) 3) c) 4 (a) (4)b) Names of othelt com pan Name amp Adqross princi Occupation TJdcPositiorl TJHePositiorl TrticPosIDon of Voting of Voting [If 25 or mon voting
(if other than with Bl tc) wtth SHC with Subsidiaries with other businesses Shares In BHC Shares in Subs securities are heJd
Timothy J GaUagilet Slaquoretmy GB4 Inc SurRXgeIL GB4 lnc 251
Uoioo Polnte Bonding Venture 3 UC NIA Uoiont PoCnt lnves1ocs LLC is member
Lawraooe P Kelley NIA DirododVJCO Chaifman Oamp-edooVlce Chairman NIA 023lt))1 NIA NIA Pltullt IL PreraquoleoUCEO -0-0
standam Bank
Atampief Ko-arldt NIA DirodOlt Dirodoc NIA 0140 NIA NIA 1-fmsdak ll -
Howrd K Priess JI - deg Dirodoc Solo Pradiltgtoelt 0140 NIA NIA NapeMe IL Standard Bank
Owner White Oak Construction LlC Wh4te Oak Construction LLC 100
Robert A RoslKWt NIA Lead ndepcodeot Director oltedoc NIA D140( NIA NIA QOCago u standanl Bank
Charles E Shomo rv NIA deg Ciredor NIA 013lfI( NIA NIA Bur Ridgo IL standam Bank
Patrick J Hunt NIA _ Executive VPCFO NIA 008 NIA NIA Palos Heights IL EVPCfO standanl Bank
deg Scoltzu NIA Asst VPJAssl Asst VPAsst Secy NIA 00CXgt1 NIA NIA
Everyreen Park IL Sea-- SiandagtO Bank
STANDARD BANCSHARES I NC AND SUBSI DIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (in thousands except share data)
Note 1 8 - Financial I nstruments Fair Value Disclosure (Continued)
In estimating the fair value of certain assets and liabilities not previously presented the following assumptions were made
Cash and Cash Equivalents
The carrying amounts of cash and equivalents reported in the balance sheet approximate fair value
Securities
Estimated fair values of securities are based on one of three models 1 ) quoted market prices where available 2) quoted market prices for similar instruments if quoted market p rices are not available 3) unobservable data that represents the Banks assumptions about items that market participants would consider in determining the fair value where no market data is available
L oans
Fair values of loans excluding loans held for sale are estimated as follows For variable rate loans that re-price frequently and with no significant change in credit risk fair values are based on carrying values Fair values for other loans are estimated using discounted cash flow analyses using interest rates currently being offered for loans with similar terms to borrowers of similar credit quality to calculate the present value of future contractual principal and interest cash flows and discounting them back to the present using a discount rate Impaired loans are valued at the lower of cost or fair value as described previously The methods utilized to estimate the fair value of loans do not necessarily represent an exit price
The fair value of loans held for sale is estimated based upon binding contracts and quotes from third party investors
Federal Home Loan Bank (FHLB) Stock
The carrying amounts reported in the balance sheet approximate fair value
Accrued Interest Receivable I Payable
The carrying amounts reported in the balance sheet approximate fair value
Deposits
The fair values disclosed for demand deposits (eg interest and non-interest checking passbook savings and certain types of money market accounts) are by definition equal to the amount payable on demand at the reporting date (ie their carrying amount) The carrying amounts of variable rate fixed-term money market accounts and certificates of deposit approximate their fair values at the reporting Fair values for fixed rate certificates of deposit are estimated using a discounted cash flows calculation that applies interest rates currently being offered on certificates to a schedule of aggregated expected monthly maturities on time deposits
Federal Home Loan Bank Advances
The fair value of Federal Home Loan Bank advances is estimated using discounted cash flow analyses --------based-on-the-currentborrowing-rate-of-similartypes-of-advances
43
STANDARD BANCSHARES I NC AND SUBSIDIARI ES
NOTES TO CONSOLI DATED FINANCIAL STATEMENTS (in thousands except share data)
Note 1 8 - Financial I nstruments Fair Value Disclosure (Continued)
Off-balance sh eet in strum ents
Fair asset andor liability value of off-balance sheet financial instruments as described in Note 1 6 may be estimated by applying fees currently charged for comparable commitments Based upon the qual ity of these commitments and their demand in the financial market it has been assumed that there is no material difference in the estimated fair value
Note 1 9 - TARP Capital Purchase Program
On April 24 2009 the Company entered into a Letter Agreement with the United States Department of Treasury (the Treasury) pursuant to which the Company sold to the Treasury 6000 shares of the Companys Fixed Rate Cumulative Perpetual P referred Stock Series A for $60 million and a warrant to acquire $3 million of Fixed Rate Cumulative Perpetual P referred Stock Series B for a nominal exercise price Immediately upon consummation of the closing the Treasury exercised the warrant and acquired the Series B Preferred Stock The Preferred Stock Series A qualified as Tier 1 capital and paid cumulative dividends q uarterly at a rate of 5 per annum The P referred Stock Series B qualified as Tier 1 capital and paid cumulative dividends quarterly at a rate of 9 per annum The difference between the initial carrying value that was allocated to the Series B Preferred Stock and its redemption value of $3 million will be charged to retained earnings (with a corresponding increase in the carrying value of the Series B Preferred Stock) over the first five years of the contract as an adjustment to the dividend yield using the level yield method During 201 1 the Company elected to suspend dividend payments For the year ended December 31 2012 total dividends of $3462 had been declared but not paid On February 22 201 3 1 3548387 of common shares were issued to the US Treasury in exchange for the $60 million and $3 million of Fixed Rate Cumulative Preferred Stock Series A and Series B respectively The Treasury subsequently sold those shares to institutional investors at $465 per share In addition the Company paid $6 million of dividends to the Treasury which included 1 00 of past due dividends and dividends due through February 22 2013
Note 20 - Regulatory Matters
The Companys primary source of cash is dividends received from its subsidiary bank The subsidiary bank is subject to certain restrictions on the amount of dividends that it may declare without prior regulatory approva L In addition the dividends declared cannot be in excess of the amount which would cause the subsidiary bank to fall below the minimum required for capital adequacy purposes
Banks and bank holding companies are subject to regulatory capital requirements administered by federal banking agencies Capital adequacy guidelines and additionally for banks prompt corrective action regulations involve quantitative measures of assets liabilities and certain off-balance-sheet items calculated under reg ulatory accounting practices Capital amounts and classifications are also subject to qualitative judgments by regulators Failure to meet capital requirements can initiate regulatory action Management believes as of December 3 1 2014 the Company and Bank meet al l capital adequacy requirements to which they are subject
Prompt corrective action regulations provide five classifications well capitalized adequately capitalized undercapitalized significantly u ndercapitalized and critically undercapitaized although these terms are not used to represent overall financial condition If adequately capitalized regu latory approval is required to accept brokered deposits If undercapitalized capital distributions are limited as is asset growth and expansion and capital restoration p lans are required At year-end 201 4 and 2013 the most recent reg ulatory notifications categorized the Bank as well capitalized under the regulatory framework for prompt corrective action There are no conditions or events since that notification that management believes have changed the institutions category
44
STAN DARD BANCSHARES I NC AND SUBSI DIARI ES
NOTES TO CONSOLIDATED FI NANCIAL STATEMENTS (in thousands except share data)
Note 20 - Regulatory Matters (Continued)
The Banks actual and required capital amounts and ratios are as follows
To Be Well Capitalized U nder
For Capital Prompt Corrective Actual Adeguac[ Puqoses Action Provisions
Amount Ratio Amount Ratio Amount Ratio As of December 31 2014 Total Capital
(to risk-based assets) Company $271 785 143 $ 152226 80 NA NA Bank 269993 1 42 1 52229 80 $1 90286 1 00
Tier I Capital (to risk-based assets) Company 247887 1 30 76 1 1 3 40 NA NA Bank 246093 129 761 14 40 1 14 171 60
Tier I Capital (to average assets) Company 247887 1 08 92 1 26 240 NA NA Bank 246 093 1 07 92 1 09 240 1 1 5 1 36 2 5 0
As of December 31 2013 Total Capital
(to risk-based assets) Company $246213 1 38 $142344 280 NA NA Bank 244607 1 38 1 42 170 280 $ 1 77713 2100
Tier I Capital (to risk-based assets) Company 223444 126 71 1 72 240 NA NIA Bank 221 838 1 25 71 085 240 1 06628 2 60
Tier I Capital (to average assets) Company 223444 1 03 86430 240 NIA NA Bank 221 838 1 03 86450 240 1 08 063 2 50
45
STANDARD BANCSHARES INC AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (in thousands except share data)
Note 21 - Capital Management
The overall objectives of the Companys capital management are to have the availability of sufficient capital to support loan deposit and other asset and liability g rowth and to maintain capital to absorb unforeseen losses or write-downs that are inherent in the business risk associated within the banking industry The Company seeks to balance the need for higher capital levels to address growth and unforeseen risks and the goal to achieve an adequate return on capital invested
In July 201 3 the federal banking agencies issued a final rule revising the regulatory capital rules applicable to most national banks and federal savings associations as well as their holding companies generally beginning on January 1 201 5 The rule implements the Basel Committees December 201 O framework known as Basel I l l for strengthening the international capital standards as wel l as certain p rovisions of the Dodd-Frank Act The final ru le implements a revised definition of regu latory capita l a new common equity Tier 1 minimum capital requirement of 450 and a higher minimum Tier 1 capital requirement of 600 (which is an increase from 400) Under the final rule the total capital ratio remains at 800 and the minimum leverage ratio is 400
Additionally under the final rule in order to avoid l imitations on capital distributions including dividend payments and certain discretionary bonus payments to executive officers a banking organization must hold a 25 capital conservation buffer composed of common equity Tier 1 capital above its minimum risk-based capital requirements The b uffer is measured relative to risk-weighted assets The final rule also enhances risk sensitivity and addresses weaknesses identified by the regulators over recent years with the measure of risk-weighted assets
The new minimum capital requirements will b e effective for the Company on January 1 201 5 whereas the capital conservation buffer and the deductions from common equity Tier 1 capital phase in over time beginning on January 1 201 6
Capital Raise
On February 22 201 3 Standard Bancshares Inc completed its recapitalization by issuing 29864795 shares of common stock at $465 per share for gross proceeds of $ 1 389 million 1 3 548387 of the common shares were issued to the US Treasury (the Treasury) in exchange for the $63 million of Fixed Rate Cumulative Preferred Shares Series A and B The Treasury subsequently sold those shares to I nstitutional Investors at $465 per share An additional 16 316408 of common shares were issued to Institutional Investors and private investors Of the aggregate 29864795 common shares issued 1 9430750 are voting shares and 1 0434045 are mm-voting shares
In conjunction with the recapitalization the Articles of Incorporation of the Company were amended to authorize 20000000 shares of preferred stock at $001 par value No preferred stock has been issued as of December 31 2014
Sto ck Settled Rights (SSRs)
On February 22 201 3 in connection with the recapitalization of the Company the Board of Directors distributed as a dividend in kind 7293407 Stock Settled Rights (SSRs) to the holders of the Common Stock as of the Record Date (November 5 2012) The number of SSRs issued is equal to the product of (i) 03888 and (ii) 18757921 the number Common Shares outstanding as of the Record Date The estimated fair value of the SSRs completed by an independent third party as of September 30 2014 and February 22 201 3 was determined to be approximately $026 per SSR or $1 880 and approximately $021 per SSR or $1 532 respectively Expense recorded related to the SSRs was $1 880 in 2014 No expense was recorded in 201 3
46
STANDARD BANCSHARES INC AND SUBSI DIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (in thousands except share data)
Note 21 - Capital Management (Continued)
Stock Settled Rights (SSRs) (Continued)
The SSRs are structured as common stock dividends to be paid to certain common shareholders of the Company under specific conditions The amount of common stock to be distributed is determined by a formula that considers among other things the value of the outstanding common stock at the Settlement Date Settlement Date is defined as the earlier of (i) the date a liquidity event (an I POrecapitalization or a sale of control) occurs during the term of the SSRs and (ii) the SSR Expiration Date (February 22 201 8) The SSRs will be exercised based on the value of the common shares at that time subject to the Settlement Rate formula
The Accretion Rate is a component of the Settlement Rate It is either an middotannual rate of 80 or 120 with the value determined by the cum ulative economic losses that occur in the loan portfolio from June 30 201 1 to the time the SSRs are settled
On the Settlement Date the Company shall determine the number of shares of Common Stock issuable upon the settlement of an SSR The Settlement Rate shall be calculated based on a formula that considers among other factors the value per share of the common stock on a fully diluted basis reduced by the accretion rate with that number divided by the value per share of common stock on a fully diluted basis
If the Settlement Rate is greater than zero the Company shall issue and deliver to each of the SSR Holders a number of shares of Common Stock equal to the product of (i) the Settlement Rate multiplied by (ii) the number of SSRs held by such H older as reflected in the SSR register as of the close of business on the last Business Day prior to such Settlement Date
In connection with the occurrence of a Liquidity Event on or prior to the Expiration Date the Board of Directors may at its option and in its sole discretion order the redemption and the Company may redeem the SSRs in whole or in part at the redemption price per SSR based on a formula that considers the price per share of Common Stock at which the Company is valued on a fully diluted basis in connection with such Liquidity Event as determined in good faith by the Independent Committee plus a l l cash dividends paid oil the common stock from the date of issuance of the SSRs less $465 accreting on a daily basis at the Accretion Rate
The Company hired an independent third party firm to value the SSRs The following variables were taken into consideration when deriving a value for the SS Rs
1 ) The probability of a liquidity event (sale of control or PO) during the term of the SS Rs 2) The Accretion Rate assigned to the Settlement Rate of the SSRs 3) The estimated value of the Companys common stock at the earlier of a) a liquidity event or b)
the SSR Expiration Date (February 22 201 8) 4) The type of liquidity event that might occur 5) Future value parameters including a) tangible common book value b) earnings and c) market
conditions
The valuation of the common shares at the Settlement Date will depend on the Companys financial condition and the market pricing of financial institution stock both on a stand-alone basis and on a sale of control basis at that time
47
STANDARD BANCSHARES I NC AND SUBSIDIARI ES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (in thousands except share data)
Note 22 - Condensed Financial Statements
The Company was incorporated in I l linois on February 23 1 982 The Company accounts for its investment in subsidiaries under the equity method Under this method the investment is recorded at cost adjusted for the subsidiaries undistributed net income (loss) Presented below are the condensed financial statements of Standard Bancshares I nc (Parent Company Only)
Assets Cash Investment in subsidiaries Other assets
Total assets
CONDENSED BALANCE SH EETS DECEMBER 31 2014 AND 2013
Liabilities and shareholders equity Other liabilities Total stockholders equity
Total liabilities amp stockholders equity
2014 $ 4 163
264242 328
$268733
$ 2685 266048
$268733
CON DENSED STATEMENTS O F I N COME YEARS ENDED D ECEMBER 31 201 4 201 3 AND 201 2
2014 I ncome
Other income $
Expenses 2909 Loss before income taxes and equity in undistributed
earnings of subsidiaries (2909) Income tax benefit 88
Loss before equity in undistributed earnings of subsidiaries (2821)
Equity in undistributed earnings (loss) of subsidiaries 1 7 1 1 5
Net income (loss) 1 4294 Preferred dividends and discount accretion on preferred shares
Net income (loss) applicable to common shareholders $1 4294
48
201 3 $ 2 1 95
248 090 1 944
$252229
$ 322 251 907
$252229
201 3 201 2
$ $ 1
1 747 8539
(1 747) (8538) 291 1 0 1 7
(1 456) (7521) 9 629 (23241) 8 173 (30762) 1 1 24 4090
$ 7049 $(34852)
STAN DARD BANCSHARES INC AND SUBSIDIARIES
NOTES TO CONSOLIDATED FI NANCIAL STATEMENTS (in thousands except share data)
Note 22 - Condensed Financial Statements (Continued)
CONDENSE D STATEMENTS OF CASH FLOWS YEARS ENDED DECEMBER 31 2014 201 3 AND 201 2
Cash flows from operating activities Net income (loss)
Adjustments Equity in undistributed net (income) loss of subsidiaries Amortization Stock based compensation expense ( Increase) decrease in other assets Increase (decrease) in other liabilities
Net cash provided by (used in) operating activities Cash flows from financing activities
Issuance of common stock net of issuance costs Capital contribution to Standard Bank Repayment of note payable Cash Dividends
N et cash provided by financing activities
Net increase (decrease) in cash
Cash - beginning of year
Cash - end of year middot
Supplemental schedule of non-cash financing activities Change in par value on common stock Exchange of preferred stock to common stock
49
2014
$ 1 4294
( 17 1 1 5) 28
782 1 616 2363 1 968
1 968
2 1 95
$ 4 163
$ $
201 3
$ 8 1 73
(9629) 29
441 1 872
(4273) (3387)
68598 (41 500) ( 16 1 00)
(6026) 4972
1 585
6 1 0
$ 2 1 95
$ 4277 $63000
201 2
$(30762)
23241 6 1 67
( 1908) 2 043
( 1 2 1 9)
( 1 2 1 9)
1 829
$ 6 1 0
$ $
FORM FR Y-6
STANDARD BANCSHARES INC
Hickory Hills Illinois Year Ending Dccember31 2014
REPORT ITEM
1 The BHC Is not registered with the SEC Coples of the Annual Report Nil be sent undersepirate cover when completed
2a Organization Chart fo Standard BallCShares Inc
I THE BOULEVARD INC
SL John Indiana 100
JnCQrporated in Indiana
2b Branch Verification
STANDARD BANCSHARES INC Hickory Hills Illinois Jncorporateltl In Illinois
STANDARD BANKAND TRUST COMPANY Hickory Hills llllnois
Incorporated In lllnols 100
I STANDARD REDEVELOPMENT INC
Hickory Hills Illinois 100
Incorporated in Illinois
(Not subject to Y-10 reporting ) Code 91 CE - Liquidation Of debts previously contracted
The branch and lax-kl flStings were emailed to branch revieW on 223115
3 (1) As ofyear-end
Name and Address
Trident SBI Holdings lP Greeffilidl CT
Robert E Gallagher Sr Trust John D Gallagher Trustee Palos Heights IL
The Gallagher Standard Bancshares TR Timolhy J GaJagheuror Trustee Hickory Hitls IL
Pantheon Standard LP San Francisco CA
CohesVe Capital Parners LP New York NY W Capital Partners II LP NewYork NY
Couritrlt of Citizenship or lncorooratlon Number and Percentage Of Voting Serurtties
USA 5662194- 1483
USA 5516086 - 1444
USA 4382666 - 1 t47
USA 3762128-985
USA 2 150537 - S63
USA 2 150537 - 563
Note llle shares in the Robert E Gallagher Sr Tr are voted on by John D Gallagher Director of Standard Bank Tue shares Jn the Gallager Standard Bancshares Tr are voted on by Timolhy J Gallagher Director of Standard Bank
3 (2) OtherSharehofors oat listed in Section 3 (1) above that held more than 5 during the year
None
Resuhs A Ilse of branches forvour holdln1 company STANDARD 8ANCSHARES INC (1245590) or HICKORY HILLS IL
The d1ta are n of 12312014 Data re II Kb information tlat wu received aod processed throuah 01072015
Rconcill1Uon and Vc1Uon St I DI 1 In the DIH Action column of each br111Ch row enter one or mort of the actioru specified below
2 If required enter the date In the Ettcttve Olte column
-OK tf the bnch Information s correct enter OK in the Oita AdJon column
Chi nee If the bndl Information Is Incorrect Of Incomplete revt the data enter Chance In the Dita Action column ind the d11te when this infOfmation first became v1lid In the Effective Ote column
am If a bnch listed was sold or clowd enterOose In tht Dita Action column and the s1e or dosured11te In the EtfectW Olte colurm
Olete If a bru1eh listed wu never owntd by this depository Institution enter Delete In the Oeta Acckgtn column
Add If a rt portable brtinch Is mlsslna lnStrt a row add the branch data ald entu Add In the Olt1 Action column and the opening or acquisition date In the Effecttve Date column
If prntln1 this list you m1y need to adjust your page Utup In MS E11ce1 Try using landscape orientation page sollria andor legal sized paper
Submlnion PfOOtdurbull When you ire finished send a saved copy to vour FRB contact Su the detailed lnlttldlons on this si for more informatlon
II voY are mailinamp this to your FRB conttct put your lnstitutlon name dty and state In the subjact llrie of the e-nWI
Note To satisfy the FR Y-10 reportln1 requirements YoU must tiho submit FR Y-10 Domestic Branth Schedules for each branch with a Data Actlon of Olan1e Close Delete or Add
Thbull FR Y-10 report may be submitted 1n a hardcopy format or 11ia the FR Ymiddot10 OnH11e application middot httpsylOonllnefederalrerve1ov
bull FDtC UNINUM Office Number and ID_RSSO co1unvu ara for reference only Verification of these values is not required
- - 8nch Suvlce Type Branch 10 RSSO ia- terNeme Street Address City
ok FuUServltefHud Officel 19730 STAN OARD BANK ANO TRUST COMPANY 7800 WEST 9STH STREET HICKORY HILLS
ok Full Service 3202168 BOLINGBROOK BRANCH 282 NORTH WEBER ROAD BOLINGBROOK
ok Limited Strvce 4126065 CALUMET CITY 1968 SIBLEY BOULEVARD CALUMET CITY
FullSetvke 3309928 CLARK STREET 8RANOi 3747 NORnt CLARK STREET atlCAGO
ok FullServiett 474339 EWING BRANOf 10635 SOUTH EWING AVENUE CHICAGO
ok Full Servtce 2079925 HEGWISCH BRANCH 13336 SOUTH BALTIMORE AVENUE CHICAGO
ok limited Se-rvke 20817)5 SOUnt DERRING FACILITY 10535 SOVTH TORRENCE AVENUE CHICAGO
Full Service 4099271 THOREK BRANOi 836 WEST IRVING PARK ROAD OUCAGO
ok Full Service 2121280 COAL CITY BRANot 20 SOUTH KANKAKEE COAlCITY
full Service 2809038 EVERGREEN PARK BRANCH 2400 WEST 95TH STREET EVUtGREEN PARK
ok Full Service 3188909 FRANKFORT BRANCH 19997 LA GRANGE ROAD FRANKFORT
Full5etvice 810436 CiARONERBRANCJ1 118 DEPOT STREET GARDNER
ok FultSrvlct 3188897 JOLIET ampRANCJ1 2398 ESSINGTON ROAO JOLIET
Full Service 3439553 LOClCPORT BRANCH 16545 WEST 159TH STREET LOCKPORT
ok Full Service 290931 LYONSlST AVENUE BRANCH 8601 OGDEN AVENUE LYONS
ok Full Service 3671504 MINOOKA BRANCH 515 WESTUS ROUTE 6 MINOOKA
ok LlmltcServfce 2111338 MOAAIS LISBON BRANCH 1433 USBON STREET MORRIS
ok Full Servkt 2809010 MORRIS ROUTE 6 BRANCH 1111 WEST US ROUTpound 6 MORRIS
Ful1 Servlct 2809047 NAPERVILLE BRANCH 1607 NORTH AURORA ROAD NAPERVILLE
ok full 5ervfce 2809056 NEW LENOX BRANCH 456 NELSON ROAD NEW LENOX
Full sMce 2103129 OAK FOREST BRANOf 15901 SOUTH CENTRAL AVENUE OAX FOREST
ok Full SeMct 3490255 OAK LAWN lllTH BRANOf 4700 WEST 111TH STREET OAK LAWN
ok Full Sfrvlce 2096717 OAK LAWN 95TH BRANCH 4001 WEST 95TH STREET OAK LAWN
ok Full Service 2295538 ORLAND PARK BRANCH lSCXJO SOUTH WOLF ROAD ORLAND PARt
State VpCode
IL 60457
IL 60440
IL 60409
IL E06H
IL 00617
IL 0063
IL 00617
IL 60613
IL 60416
IL 60805
IL 6042
IL 60424
IL 60435
IL 60441
IL 60534
I L 60447
IL 60450
IL 60450
IL 60563
IL 60451
IL 60452
IL 60453
IL 60453
IL 60467
County CawN FDICUNINUM Offb Numberbull Haad otfice Head Office 10 RSSD Comments
COOK UNITEO STATES 10748 0 STANOARO BANK ANO TRUST COMPANY 19730
Will UN ITED STATES 419532 34 STANDARD BANK ANO TRUST COMPANY 19730
COOK UNITED STATES 510611 44 STANDARD BANK AND TRUST COMPANY 19730
COOK UNITpound0 STATES 429662 35 STANDARD BANK ANO TRUST COMPANY 19730
COOK UNITED STATES 12089 18 STANDARD BANK AND TRUST COMPANY 73ltgt
COOK UNITED STATES 244100 20 STANDARD BANK ANO TRUST COMPANY 19730
COOK UNITED STATES 244099 19 STANDARD BANK ANO TRUST COMPANY 19730
COOK UNITED STATpoundS 510612 4S STANDARD BANKANDTRUSTCOMPANV 1973ltgt
GRUNDY UNITED STATES 263852 17 STANDARD SANK AND TRUST COMPANY 730
COOK UNITED STATES 13875 4 STAN OARD BANK AND TRUST COMPANY 19730
Will UNITED STATES 357237 15 STAN OARD BANK AND TRUST COMPANY 19730
GRUNDY UNITED STATES 7234 1 STAN DARO BANK ANO TRUST COMPANY 19730
Will UNITED STATES 238ASA 13 STANDARD BANK ANO TRUST COMPANY 19730
Will UNlTEO STATES 450324 38 STAN OARD BANK AND TRUST COMPANY 19730
COOK UNITED STATES 10912 22 STANDARD BANK ANO TRUST COMPANY 19730
GRUNDY UNITED STATES 465426 42 STANDARD BANK AND TRUST COMPANY 1973ltgt
GRUNDY UNITED STATES 266774 16 STANDARD BANK ANO TRUST COMPANY 1730
GRUNDY UNITED STATES 2243S6 10 STANDARD BANK AND TRUST COMPANY 19730
OU PAGE UNITED STATES 238451 6 STANDARD BANK ANO TRUST COMPANY 19730
Will UNITED STATpoundS 238452 11 STAN OARD BANK ANO TRUST COMPANY 19730
COOK UNTED STATES 244101 21 STANDARD BANK AND TRUST COMPANY 19730
COOK UNITED STATES 441863 36 STANDARD BANK AND TRUST COMPANY 19730
COOK UNITED STATES 238447 1 STANDARD BANK AND TRUST COMPANY 19730
COOK UNITED STATES 238450 5 STANDARD BANt AND TRUST COMPANY 19730
ok Fullrvke 2100379 PALOS 11HH BfANOl 11901 SOUTHWEST HIGHWAY PALOSPARIC ll 00464 COOK UNITED STATES 238448 2 STAN DARO BANK AND TRUST COMPANY 19730
ok rulSltVice 2427544 PALOS lllST BRANCH 9700WEST lllST STREET PALOS PARK ll 00464 COOK UNlTEOSTATES 238449 3 STAN DARO BANK AND TRUST COMPANY 19730
ot llmtedSrvke 3490273 NORTH RIVERSIDE BRANCH BJSOWEST CERMAK ROAD RlvtRSlDE ll COOK UNITED STATES 441864 37 STANDARD BANK AND TRUST COMPANY 19730
ot FuLServke 3202171 SHOREWOOD BRANOl 970 BROOK FOREST AVENUE SHOREWOOD It - t UNITED STATES 419531 33 STANDARD BANICANDTRUSTCOMPANY 19730
ok FulSrvlee 3188918 VILLA PARK BfWIOi 1 WESrRoostVrlTROAD VlltAPARIC It 50181 OUPAGE UNITED STATES 238455 14 STANDARDBANKANDTRUSTCOMPANY 19730
ok FulSrvke WllMINGTON BRANCH lOOSSOUTH WATER STREET WILMINGTON It 004 lt UNITED STATES 238453 12 STANDARD BANK AND TRUST COMPANY 19730
ok Fulfrvk 3197031 CHESTERTON BRANCH middot 755 JNDIAN BOUNDARY ROAD OIESTERTON IN PORTER UNITEDSTAlES 275664 32 STANDARD BANK AND TRUST COMPANY 19730
ok ruUrvic 2161D17 EASTCHCAGO BRANCH 4518 lNOANAPOUS BOULEVARD EAST CHICAGO IN 46312 lAKE UNITEDSTAlES 29 STANDARDSANKANDTRUSTCOMPANY 19730
ok Fulrvk 4913n HAMMOND BRANCH 1007 CALUMET AVENUE HAMMOND IN 46324 AKE UNITEDSTAlES 42227 30 STANDARD BANK AND TRUST COMPANY 19730
Fulrvlc 2161D3S HIGHtAND BRANCH 2930 RIDGE ROAD HIGHLAND IN 46322 UNITEOSTAlES 275659 27 STANDARD BANK AND lRUST COMP AN I 19730
ot Futtsrvke 2161044 LOWHl BRANCH 2090 EAST COMMERICALAVENUE LOWELL IN 463Sfgt21r AKE ONITEDSTAlES 275661 28 STANDARD BANK ANDTRUSTCOMPANI 19730
ok Full Srvlce 3439562 MERRlllVlllE BRANCH 579WESTUNCOlN HIGHWAY MERRlllVlllE IN 46410 AKE ONlEO STATES 450325 39 STANDARD BANK AND TRUST COMPANI 19730
ok Full Srvice 453712 SAINT JOHN BRANCH 9321 WICKER AVENUE SAINT JOHN IN 46373middot00 AKE ONtlEDSTATES 42414 26 STANDARD BANK AND rnusr COMPANY 19730
middot
Report ttem 4 Directors and Office (1) Name amp Address
J-Ohn R Barber New York NY
Christopher Doody Ne-vYork NY
1pound1 Pnncipal Occupation [rtmiddotrmiddotwittl BHC
Mariaging Partner eohesiVe ea pita I
Princlpal Storm Point Capital
(3) (bull) TrtiePosition with BHC Diredor
Director
FORM FR Y-9
STANDARD BANCSHARES INC Fiscal YearEnding Decttmber3112014
(3) lb) ltlePosition wffi1 Subsidiaries
NIA
NIA
(3) (c TrtlePosltlon wttn otherbuslne$es
Managtng Partner Cohesive Capital
Principal Stone Point Ciipitit
bull Stone Point ls the manager of the TriOOnt funds which are investment entities that own 25 or morn of the outstanding voting seairities orinlerests in various companles Mr Doody ls an ernployee and officer of Stone Point and is oo deemed to contror S1oria Point or the Trldent Funds He is not a principal securities holder of Stone Point or the Trident Funds The invstmenl committees of the Trident Funds are responsible for voting the shares or such companies and Mr Doody is not a member of the investment committees of the Trident Fonds A sctiedule of such companies in which U1e Trident funds hnve invested is available upon request
John o Gallagher Ortand Park IL
Managing Genera[ Partner OfdlarU Hill Bldg Co
Director Dior-standarU Bank
Managin9 GenerBi Partner Orchard HlllmiddotB1dg Co President Ordiard Hm Building Co Inc
Managing Member Qnhard Hill Construction LLC
Managing Membelt Austin Construction Co bull LLC
Presdenl Bougton Development Co
President ennStructildeg Co lnc
Prestdenl middot Farmingdare Development eomiddot
middotana9in middotRa -middot middot fariTijngdre _Mittwo middot
Pldciit_ _ Fam1r9dale Utilify Co_
Managing Partner Frtz91erald Lad lnvestment Ptshp
(4) a) 1w of Voting Shares in BHC
563
middot1483
14450
(4)(o) (4) (b) Names of othfr companitts 4 of Voting (if 25 ormorl voting Shares in Subs securities a held
NIA
NIA
NIA
NIA
NIA
NIA
NIA
NIA
NIA
NIA
Dryden Cons1rudioo Co Inc 100
NIA
NIA
NIA
Frtzgerald Land Investment Plshp 25
(1) Name amp Mdlt=
John D Gallagher CJriand Pru IL
(2) Principal rbull _ BHC1
(3) (b) TdfePosition wiU1 SubsXfiarics
(J)(c TrtiePttSition wTUi other buslncssts
Trustee-Vote 100 Galla171ormiddot Henr)Tnisl
- Gallagher amp Henry Inc
Prumlaquo GaDaQhef Parloecs LP GB4 Jnc
Managing Partner Gl6mwod DevelopmElnt Co
Managmjl farlnelt Heruy Co Managmo Hermann Umd Investment Ptshp
Managing- Kolarlrugtd I lgthp Preltldeot Kokast -kimes Inc
PreSdenl Coo$trixtioo middotmiddot nc
- -MiAdams 400 Investment Ptshp
Msoagir(Q Partner Meifefl1 id lnpoundiiini _Pthp Managing Partner sr middotGod 1nVeslmoo Pbhp Managiog Partnef
-LampftPtshp TruSt6e
ThOGalfaghmiddotorSliujiini middot Trust
(4) (bull) of Voting Shares in BHC
(4) (b) of Voting Shares In SUbs
Names of other companies frf 25 degmom voting securiDes arn heJd NIA
NIA
NIA
NIA
NIA
NIA
NIA
Hennarm Lnnd Investment Ptshp 25
K6irland lovStrnerrlPiStip 25 NIA
NIA
NIA
Laod lNeStrnloi PlShp 25
df1li3 lfjJrlvtrpnt PWiP 25
Land l hp 25
e(Lao1fl PtShp 25_-xmiddotmiddot middot
standard tWesTrust 25 middot
(1) Name amp Address
Tnnothy J GsJlaghet Burr Ridge IL
(2) Principal Occupation [d other than with BHC)
(J) (a) TrltePosifion wtth BHC
(3)(b) TdiePosffion wittl Subskfcuies
OlaHrnan of the Board
(J) (c) TitlePosition with other businees
PreOOeot Brittany Glen Homeownoc l=gtc Suffield Woods Homeowner Assoc FanntngdaJe Viage Com Assoc fumlogdale Vdlage Com Assoc 2 Misty Meadoyenr Homeowner Assoc 1ltings1on Hills liomeOMler Assoc Gallagheramp Henrys Condos Goodiogs Grove Assoc Ganaghcr amp Heruys Goocfings Grove Umbretia Assoc Farmingdale Vil Cooos of Woodridge Homeowner Assoc Radc5ffe rtMe TOvlfflhomes Assoc
BNC OWnefs Assodatioo
Boughton Woodward Commenial Center LLC su-lgle MembeltUC- GB4 i5 member
Union Poirrte Investors Uc Sing1e MemberlLC- Union PcWe Oevclopmeot Co b member
Uoion POOte Buadlog Venture 1lLC Union 00rt lnvestorn LlC ts member Union Pofrrte Buikfing Venlilre 112 LLC Unton Point nveslor lLC is member
Union Pointe Boikfing Venture 3 LLC Union Poinl lnveslors UC is member
standgtnJ Bank -ALm1 Construction Co LlC
Pminlaquo Frtzyerald Lnnd Investment Pbttp
(lt)(bull) ofVotlng Shares in BHC
11520
(4) (b) ofVotiog Shares in Subs
NIA
Names of other companies (If 25 or l1XgtflJ voting securities aro held
NIA NIA NIA NIA NIA NIA NIA WA NIA NIA NIA
WA
NIA
WA
WA
NIA
NIA
WA
NIA
NIA
NIA
WA
WA
(1) =
Timothy J GJJbghctshyBorr Ridge IL
(2) Principal (if oUJef than wtth BHC)
3 (a) TitlePosition wilh BHC (3) 1c) Trtielosilion with other businesses ampcretuy amp Henry Inc
_ GieoMXgtd Developmeot Co
Partner Hermann Land Investment Pt5hp KOOr land Investment Ptstip
Secret3y Kolcast Homes loo
__ Koamp Construction Co Inc
Secrebgty Ordnrd Hin Buikfing Co Inc
Pa1nelt srrvb land 1ovestrnent Pshp -Smotelt Land Investment Ptshp Trustee- Vote 100 The Gollagher stmdafd
Trust
-- uruoo Pointe Development Co
lt4)(a) ofVotiog Shares in BHC
(4) (b) of Voting Shares In Sobs
tfamos of othcreomnk (lf25 ormoro vo6ng sccuritios arc held
NIA
NIA
NIA
Hennano Land Investment Ptshp 25
Kolar land Investment Pshp 25
NIA
NIA
NIA
Maas Land Investment Ptshp 25
McAdams Iand lnv=tmeni Plshp 25
Medema land lnvestme111 Ptshp 25
NIA
NIA
NIA
Slivka land Investment Plshp 25
SmoterUmd I Ptshp 25
Unkio Pointe Devdopmcot Co 25
(11 (21 Pl (a) 3 (b) 3) c) 4 (a) (4)b) Names of othelt com pan Name amp Adqross princi Occupation TJdcPositiorl TJHePositiorl TrticPosIDon of Voting of Voting [If 25 or mon voting
(if other than with Bl tc) wtth SHC with Subsidiaries with other businesses Shares In BHC Shares in Subs securities are heJd
Timothy J GaUagilet Slaquoretmy GB4 Inc SurRXgeIL GB4 lnc 251
Uoioo Polnte Bonding Venture 3 UC NIA Uoiont PoCnt lnves1ocs LLC is member
Lawraooe P Kelley NIA DirododVJCO Chaifman Oamp-edooVlce Chairman NIA 023lt))1 NIA NIA Pltullt IL PreraquoleoUCEO -0-0
standam Bank
Atampief Ko-arldt NIA DirodOlt Dirodoc NIA 0140 NIA NIA 1-fmsdak ll -
Howrd K Priess JI - deg Dirodoc Solo Pradiltgtoelt 0140 NIA NIA NapeMe IL Standard Bank
Owner White Oak Construction LlC Wh4te Oak Construction LLC 100
Robert A RoslKWt NIA Lead ndepcodeot Director oltedoc NIA D140( NIA NIA QOCago u standanl Bank
Charles E Shomo rv NIA deg Ciredor NIA 013lfI( NIA NIA Bur Ridgo IL standam Bank
Patrick J Hunt NIA _ Executive VPCFO NIA 008 NIA NIA Palos Heights IL EVPCfO standanl Bank
deg Scoltzu NIA Asst VPJAssl Asst VPAsst Secy NIA 00CXgt1 NIA NIA
Everyreen Park IL Sea-- SiandagtO Bank
STANDARD BANCSHARES I NC AND SUBSIDIARI ES
NOTES TO CONSOLI DATED FINANCIAL STATEMENTS (in thousands except share data)
Note 1 8 - Financial I nstruments Fair Value Disclosure (Continued)
Off-balance sh eet in strum ents
Fair asset andor liability value of off-balance sheet financial instruments as described in Note 1 6 may be estimated by applying fees currently charged for comparable commitments Based upon the qual ity of these commitments and their demand in the financial market it has been assumed that there is no material difference in the estimated fair value
Note 1 9 - TARP Capital Purchase Program
On April 24 2009 the Company entered into a Letter Agreement with the United States Department of Treasury (the Treasury) pursuant to which the Company sold to the Treasury 6000 shares of the Companys Fixed Rate Cumulative Perpetual P referred Stock Series A for $60 million and a warrant to acquire $3 million of Fixed Rate Cumulative Perpetual P referred Stock Series B for a nominal exercise price Immediately upon consummation of the closing the Treasury exercised the warrant and acquired the Series B Preferred Stock The Preferred Stock Series A qualified as Tier 1 capital and paid cumulative dividends q uarterly at a rate of 5 per annum The P referred Stock Series B qualified as Tier 1 capital and paid cumulative dividends quarterly at a rate of 9 per annum The difference between the initial carrying value that was allocated to the Series B Preferred Stock and its redemption value of $3 million will be charged to retained earnings (with a corresponding increase in the carrying value of the Series B Preferred Stock) over the first five years of the contract as an adjustment to the dividend yield using the level yield method During 201 1 the Company elected to suspend dividend payments For the year ended December 31 2012 total dividends of $3462 had been declared but not paid On February 22 201 3 1 3548387 of common shares were issued to the US Treasury in exchange for the $60 million and $3 million of Fixed Rate Cumulative Preferred Stock Series A and Series B respectively The Treasury subsequently sold those shares to institutional investors at $465 per share In addition the Company paid $6 million of dividends to the Treasury which included 1 00 of past due dividends and dividends due through February 22 2013
Note 20 - Regulatory Matters
The Companys primary source of cash is dividends received from its subsidiary bank The subsidiary bank is subject to certain restrictions on the amount of dividends that it may declare without prior regulatory approva L In addition the dividends declared cannot be in excess of the amount which would cause the subsidiary bank to fall below the minimum required for capital adequacy purposes
Banks and bank holding companies are subject to regulatory capital requirements administered by federal banking agencies Capital adequacy guidelines and additionally for banks prompt corrective action regulations involve quantitative measures of assets liabilities and certain off-balance-sheet items calculated under reg ulatory accounting practices Capital amounts and classifications are also subject to qualitative judgments by regulators Failure to meet capital requirements can initiate regulatory action Management believes as of December 3 1 2014 the Company and Bank meet al l capital adequacy requirements to which they are subject
Prompt corrective action regulations provide five classifications well capitalized adequately capitalized undercapitalized significantly u ndercapitalized and critically undercapitaized although these terms are not used to represent overall financial condition If adequately capitalized regu latory approval is required to accept brokered deposits If undercapitalized capital distributions are limited as is asset growth and expansion and capital restoration p lans are required At year-end 201 4 and 2013 the most recent reg ulatory notifications categorized the Bank as well capitalized under the regulatory framework for prompt corrective action There are no conditions or events since that notification that management believes have changed the institutions category
44
STAN DARD BANCSHARES I NC AND SUBSI DIARI ES
NOTES TO CONSOLIDATED FI NANCIAL STATEMENTS (in thousands except share data)
Note 20 - Regulatory Matters (Continued)
The Banks actual and required capital amounts and ratios are as follows
To Be Well Capitalized U nder
For Capital Prompt Corrective Actual Adeguac[ Puqoses Action Provisions
Amount Ratio Amount Ratio Amount Ratio As of December 31 2014 Total Capital
(to risk-based assets) Company $271 785 143 $ 152226 80 NA NA Bank 269993 1 42 1 52229 80 $1 90286 1 00
Tier I Capital (to risk-based assets) Company 247887 1 30 76 1 1 3 40 NA NA Bank 246093 129 761 14 40 1 14 171 60
Tier I Capital (to average assets) Company 247887 1 08 92 1 26 240 NA NA Bank 246 093 1 07 92 1 09 240 1 1 5 1 36 2 5 0
As of December 31 2013 Total Capital
(to risk-based assets) Company $246213 1 38 $142344 280 NA NA Bank 244607 1 38 1 42 170 280 $ 1 77713 2100
Tier I Capital (to risk-based assets) Company 223444 126 71 1 72 240 NA NIA Bank 221 838 1 25 71 085 240 1 06628 2 60
Tier I Capital (to average assets) Company 223444 1 03 86430 240 NIA NA Bank 221 838 1 03 86450 240 1 08 063 2 50
45
STANDARD BANCSHARES INC AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (in thousands except share data)
Note 21 - Capital Management
The overall objectives of the Companys capital management are to have the availability of sufficient capital to support loan deposit and other asset and liability g rowth and to maintain capital to absorb unforeseen losses or write-downs that are inherent in the business risk associated within the banking industry The Company seeks to balance the need for higher capital levels to address growth and unforeseen risks and the goal to achieve an adequate return on capital invested
In July 201 3 the federal banking agencies issued a final rule revising the regulatory capital rules applicable to most national banks and federal savings associations as well as their holding companies generally beginning on January 1 201 5 The rule implements the Basel Committees December 201 O framework known as Basel I l l for strengthening the international capital standards as wel l as certain p rovisions of the Dodd-Frank Act The final ru le implements a revised definition of regu latory capita l a new common equity Tier 1 minimum capital requirement of 450 and a higher minimum Tier 1 capital requirement of 600 (which is an increase from 400) Under the final rule the total capital ratio remains at 800 and the minimum leverage ratio is 400
Additionally under the final rule in order to avoid l imitations on capital distributions including dividend payments and certain discretionary bonus payments to executive officers a banking organization must hold a 25 capital conservation buffer composed of common equity Tier 1 capital above its minimum risk-based capital requirements The b uffer is measured relative to risk-weighted assets The final rule also enhances risk sensitivity and addresses weaknesses identified by the regulators over recent years with the measure of risk-weighted assets
The new minimum capital requirements will b e effective for the Company on January 1 201 5 whereas the capital conservation buffer and the deductions from common equity Tier 1 capital phase in over time beginning on January 1 201 6
Capital Raise
On February 22 201 3 Standard Bancshares Inc completed its recapitalization by issuing 29864795 shares of common stock at $465 per share for gross proceeds of $ 1 389 million 1 3 548387 of the common shares were issued to the US Treasury (the Treasury) in exchange for the $63 million of Fixed Rate Cumulative Preferred Shares Series A and B The Treasury subsequently sold those shares to I nstitutional Investors at $465 per share An additional 16 316408 of common shares were issued to Institutional Investors and private investors Of the aggregate 29864795 common shares issued 1 9430750 are voting shares and 1 0434045 are mm-voting shares
In conjunction with the recapitalization the Articles of Incorporation of the Company were amended to authorize 20000000 shares of preferred stock at $001 par value No preferred stock has been issued as of December 31 2014
Sto ck Settled Rights (SSRs)
On February 22 201 3 in connection with the recapitalization of the Company the Board of Directors distributed as a dividend in kind 7293407 Stock Settled Rights (SSRs) to the holders of the Common Stock as of the Record Date (November 5 2012) The number of SSRs issued is equal to the product of (i) 03888 and (ii) 18757921 the number Common Shares outstanding as of the Record Date The estimated fair value of the SSRs completed by an independent third party as of September 30 2014 and February 22 201 3 was determined to be approximately $026 per SSR or $1 880 and approximately $021 per SSR or $1 532 respectively Expense recorded related to the SSRs was $1 880 in 2014 No expense was recorded in 201 3
46
STANDARD BANCSHARES INC AND SUBSI DIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (in thousands except share data)
Note 21 - Capital Management (Continued)
Stock Settled Rights (SSRs) (Continued)
The SSRs are structured as common stock dividends to be paid to certain common shareholders of the Company under specific conditions The amount of common stock to be distributed is determined by a formula that considers among other things the value of the outstanding common stock at the Settlement Date Settlement Date is defined as the earlier of (i) the date a liquidity event (an I POrecapitalization or a sale of control) occurs during the term of the SSRs and (ii) the SSR Expiration Date (February 22 201 8) The SSRs will be exercised based on the value of the common shares at that time subject to the Settlement Rate formula
The Accretion Rate is a component of the Settlement Rate It is either an middotannual rate of 80 or 120 with the value determined by the cum ulative economic losses that occur in the loan portfolio from June 30 201 1 to the time the SSRs are settled
On the Settlement Date the Company shall determine the number of shares of Common Stock issuable upon the settlement of an SSR The Settlement Rate shall be calculated based on a formula that considers among other factors the value per share of the common stock on a fully diluted basis reduced by the accretion rate with that number divided by the value per share of common stock on a fully diluted basis
If the Settlement Rate is greater than zero the Company shall issue and deliver to each of the SSR Holders a number of shares of Common Stock equal to the product of (i) the Settlement Rate multiplied by (ii) the number of SSRs held by such H older as reflected in the SSR register as of the close of business on the last Business Day prior to such Settlement Date
In connection with the occurrence of a Liquidity Event on or prior to the Expiration Date the Board of Directors may at its option and in its sole discretion order the redemption and the Company may redeem the SSRs in whole or in part at the redemption price per SSR based on a formula that considers the price per share of Common Stock at which the Company is valued on a fully diluted basis in connection with such Liquidity Event as determined in good faith by the Independent Committee plus a l l cash dividends paid oil the common stock from the date of issuance of the SSRs less $465 accreting on a daily basis at the Accretion Rate
The Company hired an independent third party firm to value the SSRs The following variables were taken into consideration when deriving a value for the SS Rs
1 ) The probability of a liquidity event (sale of control or PO) during the term of the SS Rs 2) The Accretion Rate assigned to the Settlement Rate of the SSRs 3) The estimated value of the Companys common stock at the earlier of a) a liquidity event or b)
the SSR Expiration Date (February 22 201 8) 4) The type of liquidity event that might occur 5) Future value parameters including a) tangible common book value b) earnings and c) market
conditions
The valuation of the common shares at the Settlement Date will depend on the Companys financial condition and the market pricing of financial institution stock both on a stand-alone basis and on a sale of control basis at that time
47
STANDARD BANCSHARES I NC AND SUBSIDIARI ES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (in thousands except share data)
Note 22 - Condensed Financial Statements
The Company was incorporated in I l linois on February 23 1 982 The Company accounts for its investment in subsidiaries under the equity method Under this method the investment is recorded at cost adjusted for the subsidiaries undistributed net income (loss) Presented below are the condensed financial statements of Standard Bancshares I nc (Parent Company Only)
Assets Cash Investment in subsidiaries Other assets
Total assets
CONDENSED BALANCE SH EETS DECEMBER 31 2014 AND 2013
Liabilities and shareholders equity Other liabilities Total stockholders equity
Total liabilities amp stockholders equity
2014 $ 4 163
264242 328
$268733
$ 2685 266048
$268733
CON DENSED STATEMENTS O F I N COME YEARS ENDED D ECEMBER 31 201 4 201 3 AND 201 2
2014 I ncome
Other income $
Expenses 2909 Loss before income taxes and equity in undistributed
earnings of subsidiaries (2909) Income tax benefit 88
Loss before equity in undistributed earnings of subsidiaries (2821)
Equity in undistributed earnings (loss) of subsidiaries 1 7 1 1 5
Net income (loss) 1 4294 Preferred dividends and discount accretion on preferred shares
Net income (loss) applicable to common shareholders $1 4294
48
201 3 $ 2 1 95
248 090 1 944
$252229
$ 322 251 907
$252229
201 3 201 2
$ $ 1
1 747 8539
(1 747) (8538) 291 1 0 1 7
(1 456) (7521) 9 629 (23241) 8 173 (30762) 1 1 24 4090
$ 7049 $(34852)
STAN DARD BANCSHARES INC AND SUBSIDIARIES
NOTES TO CONSOLIDATED FI NANCIAL STATEMENTS (in thousands except share data)
Note 22 - Condensed Financial Statements (Continued)
CONDENSE D STATEMENTS OF CASH FLOWS YEARS ENDED DECEMBER 31 2014 201 3 AND 201 2
Cash flows from operating activities Net income (loss)
Adjustments Equity in undistributed net (income) loss of subsidiaries Amortization Stock based compensation expense ( Increase) decrease in other assets Increase (decrease) in other liabilities
Net cash provided by (used in) operating activities Cash flows from financing activities
Issuance of common stock net of issuance costs Capital contribution to Standard Bank Repayment of note payable Cash Dividends
N et cash provided by financing activities
Net increase (decrease) in cash
Cash - beginning of year
Cash - end of year middot
Supplemental schedule of non-cash financing activities Change in par value on common stock Exchange of preferred stock to common stock
49
2014
$ 1 4294
( 17 1 1 5) 28
782 1 616 2363 1 968
1 968
2 1 95
$ 4 163
$ $
201 3
$ 8 1 73
(9629) 29
441 1 872
(4273) (3387)
68598 (41 500) ( 16 1 00)
(6026) 4972
1 585
6 1 0
$ 2 1 95
$ 4277 $63000
201 2
$(30762)
23241 6 1 67
( 1908) 2 043
( 1 2 1 9)
( 1 2 1 9)
1 829
$ 6 1 0
$ $
FORM FR Y-6
STANDARD BANCSHARES INC
Hickory Hills Illinois Year Ending Dccember31 2014
REPORT ITEM
1 The BHC Is not registered with the SEC Coples of the Annual Report Nil be sent undersepirate cover when completed
2a Organization Chart fo Standard BallCShares Inc
I THE BOULEVARD INC
SL John Indiana 100
JnCQrporated in Indiana
2b Branch Verification
STANDARD BANCSHARES INC Hickory Hills Illinois Jncorporateltl In Illinois
STANDARD BANKAND TRUST COMPANY Hickory Hills llllnois
Incorporated In lllnols 100
I STANDARD REDEVELOPMENT INC
Hickory Hills Illinois 100
Incorporated in Illinois
(Not subject to Y-10 reporting ) Code 91 CE - Liquidation Of debts previously contracted
The branch and lax-kl flStings were emailed to branch revieW on 223115
3 (1) As ofyear-end
Name and Address
Trident SBI Holdings lP Greeffilidl CT
Robert E Gallagher Sr Trust John D Gallagher Trustee Palos Heights IL
The Gallagher Standard Bancshares TR Timolhy J GaJagheuror Trustee Hickory Hitls IL
Pantheon Standard LP San Francisco CA
CohesVe Capital Parners LP New York NY W Capital Partners II LP NewYork NY
Couritrlt of Citizenship or lncorooratlon Number and Percentage Of Voting Serurtties
USA 5662194- 1483
USA 5516086 - 1444
USA 4382666 - 1 t47
USA 3762128-985
USA 2 150537 - S63
USA 2 150537 - 563
Note llle shares in the Robert E Gallagher Sr Tr are voted on by John D Gallagher Director of Standard Bank Tue shares Jn the Gallager Standard Bancshares Tr are voted on by Timolhy J Gallagher Director of Standard Bank
3 (2) OtherSharehofors oat listed in Section 3 (1) above that held more than 5 during the year
None
Resuhs A Ilse of branches forvour holdln1 company STANDARD 8ANCSHARES INC (1245590) or HICKORY HILLS IL
The d1ta are n of 12312014 Data re II Kb information tlat wu received aod processed throuah 01072015
Rconcill1Uon and Vc1Uon St I DI 1 In the DIH Action column of each br111Ch row enter one or mort of the actioru specified below
2 If required enter the date In the Ettcttve Olte column
-OK tf the bnch Information s correct enter OK in the Oita AdJon column
Chi nee If the bndl Information Is Incorrect Of Incomplete revt the data enter Chance In the Dita Action column ind the d11te when this infOfmation first became v1lid In the Effective Ote column
am If a bnch listed was sold or clowd enterOose In tht Dita Action column and the s1e or dosured11te In the EtfectW Olte colurm
Olete If a bru1eh listed wu never owntd by this depository Institution enter Delete In the Oeta Acckgtn column
Add If a rt portable brtinch Is mlsslna lnStrt a row add the branch data ald entu Add In the Olt1 Action column and the opening or acquisition date In the Effecttve Date column
If prntln1 this list you m1y need to adjust your page Utup In MS E11ce1 Try using landscape orientation page sollria andor legal sized paper
Submlnion PfOOtdurbull When you ire finished send a saved copy to vour FRB contact Su the detailed lnlttldlons on this si for more informatlon
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Note To satisfy the FR Y-10 reportln1 requirements YoU must tiho submit FR Y-10 Domestic Branth Schedules for each branch with a Data Actlon of Olan1e Close Delete or Add
Thbull FR Y-10 report may be submitted 1n a hardcopy format or 11ia the FR Ymiddot10 OnH11e application middot httpsylOonllnefederalrerve1ov
bull FDtC UNINUM Office Number and ID_RSSO co1unvu ara for reference only Verification of these values is not required
- - 8nch Suvlce Type Branch 10 RSSO ia- terNeme Street Address City
ok FuUServltefHud Officel 19730 STAN OARD BANK ANO TRUST COMPANY 7800 WEST 9STH STREET HICKORY HILLS
ok Full Service 3202168 BOLINGBROOK BRANCH 282 NORTH WEBER ROAD BOLINGBROOK
ok Limited Strvce 4126065 CALUMET CITY 1968 SIBLEY BOULEVARD CALUMET CITY
FullSetvke 3309928 CLARK STREET 8RANOi 3747 NORnt CLARK STREET atlCAGO
ok FullServiett 474339 EWING BRANOf 10635 SOUTH EWING AVENUE CHICAGO
ok Full Servtce 2079925 HEGWISCH BRANCH 13336 SOUTH BALTIMORE AVENUE CHICAGO
ok limited Se-rvke 20817)5 SOUnt DERRING FACILITY 10535 SOVTH TORRENCE AVENUE CHICAGO
Full Service 4099271 THOREK BRANOi 836 WEST IRVING PARK ROAD OUCAGO
ok Full Service 2121280 COAL CITY BRANot 20 SOUTH KANKAKEE COAlCITY
full Service 2809038 EVERGREEN PARK BRANCH 2400 WEST 95TH STREET EVUtGREEN PARK
ok Full Service 3188909 FRANKFORT BRANCH 19997 LA GRANGE ROAD FRANKFORT
Full5etvice 810436 CiARONERBRANCJ1 118 DEPOT STREET GARDNER
ok FultSrvlct 3188897 JOLIET ampRANCJ1 2398 ESSINGTON ROAO JOLIET
Full Service 3439553 LOClCPORT BRANCH 16545 WEST 159TH STREET LOCKPORT
ok Full Service 290931 LYONSlST AVENUE BRANCH 8601 OGDEN AVENUE LYONS
ok Full Service 3671504 MINOOKA BRANCH 515 WESTUS ROUTE 6 MINOOKA
ok LlmltcServfce 2111338 MOAAIS LISBON BRANCH 1433 USBON STREET MORRIS
ok Full Servkt 2809010 MORRIS ROUTE 6 BRANCH 1111 WEST US ROUTpound 6 MORRIS
Ful1 Servlct 2809047 NAPERVILLE BRANCH 1607 NORTH AURORA ROAD NAPERVILLE
ok full 5ervfce 2809056 NEW LENOX BRANCH 456 NELSON ROAD NEW LENOX
Full sMce 2103129 OAK FOREST BRANOf 15901 SOUTH CENTRAL AVENUE OAX FOREST
ok Full SeMct 3490255 OAK LAWN lllTH BRANOf 4700 WEST 111TH STREET OAK LAWN
ok Full Sfrvlce 2096717 OAK LAWN 95TH BRANCH 4001 WEST 95TH STREET OAK LAWN
ok Full Service 2295538 ORLAND PARK BRANCH lSCXJO SOUTH WOLF ROAD ORLAND PARt
State VpCode
IL 60457
IL 60440
IL 60409
IL E06H
IL 00617
IL 0063
IL 00617
IL 60613
IL 60416
IL 60805
IL 6042
IL 60424
IL 60435
IL 60441
IL 60534
I L 60447
IL 60450
IL 60450
IL 60563
IL 60451
IL 60452
IL 60453
IL 60453
IL 60467
County CawN FDICUNINUM Offb Numberbull Haad otfice Head Office 10 RSSD Comments
COOK UNITEO STATES 10748 0 STANOARO BANK ANO TRUST COMPANY 19730
Will UN ITED STATES 419532 34 STANDARD BANK ANO TRUST COMPANY 19730
COOK UNITED STATES 510611 44 STANDARD BANK AND TRUST COMPANY 19730
COOK UNITpound0 STATES 429662 35 STANDARD BANK ANO TRUST COMPANY 19730
COOK UNITED STATES 12089 18 STANDARD BANK AND TRUST COMPANY 73ltgt
COOK UNITED STATES 244100 20 STANDARD BANK ANO TRUST COMPANY 19730
COOK UNITED STATES 244099 19 STANDARD BANK ANO TRUST COMPANY 19730
COOK UNITED STATpoundS 510612 4S STANDARD BANKANDTRUSTCOMPANV 1973ltgt
GRUNDY UNITED STATES 263852 17 STANDARD SANK AND TRUST COMPANY 730
COOK UNITED STATES 13875 4 STAN OARD BANK AND TRUST COMPANY 19730
Will UNITED STATES 357237 15 STAN OARD BANK AND TRUST COMPANY 19730
GRUNDY UNITED STATES 7234 1 STAN DARO BANK ANO TRUST COMPANY 19730
Will UNITED STATES 238ASA 13 STANDARD BANK ANO TRUST COMPANY 19730
Will UNlTEO STATES 450324 38 STAN OARD BANK AND TRUST COMPANY 19730
COOK UNITED STATES 10912 22 STANDARD BANK ANO TRUST COMPANY 19730
GRUNDY UNITED STATES 465426 42 STANDARD BANK AND TRUST COMPANY 1973ltgt
GRUNDY UNITED STATES 266774 16 STANDARD BANK ANO TRUST COMPANY 1730
GRUNDY UNITED STATES 2243S6 10 STANDARD BANK AND TRUST COMPANY 19730
OU PAGE UNITED STATES 238451 6 STANDARD BANK ANO TRUST COMPANY 19730
Will UNITED STATpoundS 238452 11 STAN OARD BANK ANO TRUST COMPANY 19730
COOK UNTED STATES 244101 21 STANDARD BANK AND TRUST COMPANY 19730
COOK UNITED STATES 441863 36 STANDARD BANK AND TRUST COMPANY 19730
COOK UNITED STATES 238447 1 STANDARD BANK AND TRUST COMPANY 19730
COOK UNITED STATES 238450 5 STANDARD BANt AND TRUST COMPANY 19730
ok Fullrvke 2100379 PALOS 11HH BfANOl 11901 SOUTHWEST HIGHWAY PALOSPARIC ll 00464 COOK UNITED STATES 238448 2 STAN DARO BANK AND TRUST COMPANY 19730
ok rulSltVice 2427544 PALOS lllST BRANCH 9700WEST lllST STREET PALOS PARK ll 00464 COOK UNlTEOSTATES 238449 3 STAN DARO BANK AND TRUST COMPANY 19730
ot llmtedSrvke 3490273 NORTH RIVERSIDE BRANCH BJSOWEST CERMAK ROAD RlvtRSlDE ll COOK UNITED STATES 441864 37 STANDARD BANK AND TRUST COMPANY 19730
ot FuLServke 3202171 SHOREWOOD BRANOl 970 BROOK FOREST AVENUE SHOREWOOD It - t UNITED STATES 419531 33 STANDARD BANICANDTRUSTCOMPANY 19730
ok FulSrvlee 3188918 VILLA PARK BfWIOi 1 WESrRoostVrlTROAD VlltAPARIC It 50181 OUPAGE UNITED STATES 238455 14 STANDARDBANKANDTRUSTCOMPANY 19730
ok FulSrvke WllMINGTON BRANCH lOOSSOUTH WATER STREET WILMINGTON It 004 lt UNITED STATES 238453 12 STANDARD BANK AND TRUST COMPANY 19730
ok Fulfrvk 3197031 CHESTERTON BRANCH middot 755 JNDIAN BOUNDARY ROAD OIESTERTON IN PORTER UNITEDSTAlES 275664 32 STANDARD BANK AND TRUST COMPANY 19730
ok ruUrvic 2161D17 EASTCHCAGO BRANCH 4518 lNOANAPOUS BOULEVARD EAST CHICAGO IN 46312 lAKE UNITEDSTAlES 29 STANDARDSANKANDTRUSTCOMPANY 19730
ok Fulrvk 4913n HAMMOND BRANCH 1007 CALUMET AVENUE HAMMOND IN 46324 AKE UNITEDSTAlES 42227 30 STANDARD BANK AND TRUST COMPANY 19730
Fulrvlc 2161D3S HIGHtAND BRANCH 2930 RIDGE ROAD HIGHLAND IN 46322 UNITEOSTAlES 275659 27 STANDARD BANK AND lRUST COMP AN I 19730
ot Futtsrvke 2161044 LOWHl BRANCH 2090 EAST COMMERICALAVENUE LOWELL IN 463Sfgt21r AKE ONITEDSTAlES 275661 28 STANDARD BANK ANDTRUSTCOMPANI 19730
ok Full Srvlce 3439562 MERRlllVlllE BRANCH 579WESTUNCOlN HIGHWAY MERRlllVlllE IN 46410 AKE ONlEO STATES 450325 39 STANDARD BANK AND TRUST COMPANI 19730
ok Full Srvice 453712 SAINT JOHN BRANCH 9321 WICKER AVENUE SAINT JOHN IN 46373middot00 AKE ONtlEDSTATES 42414 26 STANDARD BANK AND rnusr COMPANY 19730
middot
Report ttem 4 Directors and Office (1) Name amp Address
J-Ohn R Barber New York NY
Christopher Doody Ne-vYork NY
1pound1 Pnncipal Occupation [rtmiddotrmiddotwittl BHC
Mariaging Partner eohesiVe ea pita I
Princlpal Storm Point Capital
(3) (bull) TrtiePosition with BHC Diredor
Director
FORM FR Y-9
STANDARD BANCSHARES INC Fiscal YearEnding Decttmber3112014
(3) lb) ltlePosition wffi1 Subsidiaries
NIA
NIA
(3) (c TrtlePosltlon wttn otherbuslne$es
Managtng Partner Cohesive Capital
Principal Stone Point Ciipitit
bull Stone Point ls the manager of the TriOOnt funds which are investment entities that own 25 or morn of the outstanding voting seairities orinlerests in various companles Mr Doody ls an ernployee and officer of Stone Point and is oo deemed to contror S1oria Point or the Trldent Funds He is not a principal securities holder of Stone Point or the Trident Funds The invstmenl committees of the Trident Funds are responsible for voting the shares or such companies and Mr Doody is not a member of the investment committees of the Trident Fonds A sctiedule of such companies in which U1e Trident funds hnve invested is available upon request
John o Gallagher Ortand Park IL
Managing Genera[ Partner OfdlarU Hill Bldg Co
Director Dior-standarU Bank
Managin9 GenerBi Partner Orchard HlllmiddotB1dg Co President Ordiard Hm Building Co Inc
Managing Member Qnhard Hill Construction LLC
Managing Membelt Austin Construction Co bull LLC
Presdenl Bougton Development Co
President ennStructildeg Co lnc
Prestdenl middot Farmingdare Development eomiddot
middotana9in middotRa -middot middot fariTijngdre _Mittwo middot
Pldciit_ _ Fam1r9dale Utilify Co_
Managing Partner Frtz91erald Lad lnvestment Ptshp
(4) a) 1w of Voting Shares in BHC
563
middot1483
14450
(4)(o) (4) (b) Names of othfr companitts 4 of Voting (if 25 ormorl voting Shares in Subs securities a held
NIA
NIA
NIA
NIA
NIA
NIA
NIA
NIA
NIA
NIA
Dryden Cons1rudioo Co Inc 100
NIA
NIA
NIA
Frtzgerald Land Investment Plshp 25
(1) Name amp Mdlt=
John D Gallagher CJriand Pru IL
(2) Principal rbull _ BHC1
(3) (b) TdfePosition wiU1 SubsXfiarics
(J)(c TrtiePttSition wTUi other buslncssts
Trustee-Vote 100 Galla171ormiddot Henr)Tnisl
- Gallagher amp Henry Inc
Prumlaquo GaDaQhef Parloecs LP GB4 Jnc
Managing Partner Gl6mwod DevelopmElnt Co
Managmjl farlnelt Heruy Co Managmo Hermann Umd Investment Ptshp
Managing- Kolarlrugtd I lgthp Preltldeot Kokast -kimes Inc
PreSdenl Coo$trixtioo middotmiddot nc
- -MiAdams 400 Investment Ptshp
Msoagir(Q Partner Meifefl1 id lnpoundiiini _Pthp Managing Partner sr middotGod 1nVeslmoo Pbhp Managiog Partnef
-LampftPtshp TruSt6e
ThOGalfaghmiddotorSliujiini middot Trust
(4) (bull) of Voting Shares in BHC
(4) (b) of Voting Shares In SUbs
Names of other companies frf 25 degmom voting securiDes arn heJd NIA
NIA
NIA
NIA
NIA
NIA
NIA
Hennarm Lnnd Investment Ptshp 25
K6irland lovStrnerrlPiStip 25 NIA
NIA
NIA
Laod lNeStrnloi PlShp 25
df1li3 lfjJrlvtrpnt PWiP 25
Land l hp 25
e(Lao1fl PtShp 25_-xmiddotmiddot middot
standard tWesTrust 25 middot
(1) Name amp Address
Tnnothy J GsJlaghet Burr Ridge IL
(2) Principal Occupation [d other than with BHC)
(J) (a) TrltePosifion wtth BHC
(3)(b) TdiePosffion wittl Subskfcuies
OlaHrnan of the Board
(J) (c) TitlePosition with other businees
PreOOeot Brittany Glen Homeownoc l=gtc Suffield Woods Homeowner Assoc FanntngdaJe Viage Com Assoc fumlogdale Vdlage Com Assoc 2 Misty Meadoyenr Homeowner Assoc 1ltings1on Hills liomeOMler Assoc Gallagheramp Henrys Condos Goodiogs Grove Assoc Ganaghcr amp Heruys Goocfings Grove Umbretia Assoc Farmingdale Vil Cooos of Woodridge Homeowner Assoc Radc5ffe rtMe TOvlfflhomes Assoc
BNC OWnefs Assodatioo
Boughton Woodward Commenial Center LLC su-lgle MembeltUC- GB4 i5 member
Union Poirrte Investors Uc Sing1e MemberlLC- Union PcWe Oevclopmeot Co b member
Uoion POOte Buadlog Venture 1lLC Union 00rt lnvestorn LlC ts member Union Pofrrte Buikfing Venlilre 112 LLC Unton Point nveslor lLC is member
Union Pointe Boikfing Venture 3 LLC Union Poinl lnveslors UC is member
standgtnJ Bank -ALm1 Construction Co LlC
Pminlaquo Frtzyerald Lnnd Investment Pbttp
(lt)(bull) ofVotlng Shares in BHC
11520
(4) (b) ofVotiog Shares in Subs
NIA
Names of other companies (If 25 or l1XgtflJ voting securities aro held
NIA NIA NIA NIA NIA NIA NIA WA NIA NIA NIA
WA
NIA
WA
WA
NIA
NIA
WA
NIA
NIA
NIA
WA
WA
(1) =
Timothy J GJJbghctshyBorr Ridge IL
(2) Principal (if oUJef than wtth BHC)
3 (a) TitlePosition wilh BHC (3) 1c) Trtielosilion with other businesses ampcretuy amp Henry Inc
_ GieoMXgtd Developmeot Co
Partner Hermann Land Investment Pt5hp KOOr land Investment Ptstip
Secret3y Kolcast Homes loo
__ Koamp Construction Co Inc
Secrebgty Ordnrd Hin Buikfing Co Inc
Pa1nelt srrvb land 1ovestrnent Pshp -Smotelt Land Investment Ptshp Trustee- Vote 100 The Gollagher stmdafd
Trust
-- uruoo Pointe Development Co
lt4)(a) ofVotiog Shares in BHC
(4) (b) of Voting Shares In Sobs
tfamos of othcreomnk (lf25 ormoro vo6ng sccuritios arc held
NIA
NIA
NIA
Hennano Land Investment Ptshp 25
Kolar land Investment Pshp 25
NIA
NIA
NIA
Maas Land Investment Ptshp 25
McAdams Iand lnv=tmeni Plshp 25
Medema land lnvestme111 Ptshp 25
NIA
NIA
NIA
Slivka land Investment Plshp 25
SmoterUmd I Ptshp 25
Unkio Pointe Devdopmcot Co 25
(11 (21 Pl (a) 3 (b) 3) c) 4 (a) (4)b) Names of othelt com pan Name amp Adqross princi Occupation TJdcPositiorl TJHePositiorl TrticPosIDon of Voting of Voting [If 25 or mon voting
(if other than with Bl tc) wtth SHC with Subsidiaries with other businesses Shares In BHC Shares in Subs securities are heJd
Timothy J GaUagilet Slaquoretmy GB4 Inc SurRXgeIL GB4 lnc 251
Uoioo Polnte Bonding Venture 3 UC NIA Uoiont PoCnt lnves1ocs LLC is member
Lawraooe P Kelley NIA DirododVJCO Chaifman Oamp-edooVlce Chairman NIA 023lt))1 NIA NIA Pltullt IL PreraquoleoUCEO -0-0
standam Bank
Atampief Ko-arldt NIA DirodOlt Dirodoc NIA 0140 NIA NIA 1-fmsdak ll -
Howrd K Priess JI - deg Dirodoc Solo Pradiltgtoelt 0140 NIA NIA NapeMe IL Standard Bank
Owner White Oak Construction LlC Wh4te Oak Construction LLC 100
Robert A RoslKWt NIA Lead ndepcodeot Director oltedoc NIA D140( NIA NIA QOCago u standanl Bank
Charles E Shomo rv NIA deg Ciredor NIA 013lfI( NIA NIA Bur Ridgo IL standam Bank
Patrick J Hunt NIA _ Executive VPCFO NIA 008 NIA NIA Palos Heights IL EVPCfO standanl Bank
deg Scoltzu NIA Asst VPJAssl Asst VPAsst Secy NIA 00CXgt1 NIA NIA
Everyreen Park IL Sea-- SiandagtO Bank
STAN DARD BANCSHARES I NC AND SUBSI DIARI ES
NOTES TO CONSOLIDATED FI NANCIAL STATEMENTS (in thousands except share data)
Note 20 - Regulatory Matters (Continued)
The Banks actual and required capital amounts and ratios are as follows
To Be Well Capitalized U nder
For Capital Prompt Corrective Actual Adeguac[ Puqoses Action Provisions
Amount Ratio Amount Ratio Amount Ratio As of December 31 2014 Total Capital
(to risk-based assets) Company $271 785 143 $ 152226 80 NA NA Bank 269993 1 42 1 52229 80 $1 90286 1 00
Tier I Capital (to risk-based assets) Company 247887 1 30 76 1 1 3 40 NA NA Bank 246093 129 761 14 40 1 14 171 60
Tier I Capital (to average assets) Company 247887 1 08 92 1 26 240 NA NA Bank 246 093 1 07 92 1 09 240 1 1 5 1 36 2 5 0
As of December 31 2013 Total Capital
(to risk-based assets) Company $246213 1 38 $142344 280 NA NA Bank 244607 1 38 1 42 170 280 $ 1 77713 2100
Tier I Capital (to risk-based assets) Company 223444 126 71 1 72 240 NA NIA Bank 221 838 1 25 71 085 240 1 06628 2 60
Tier I Capital (to average assets) Company 223444 1 03 86430 240 NIA NA Bank 221 838 1 03 86450 240 1 08 063 2 50
45
STANDARD BANCSHARES INC AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (in thousands except share data)
Note 21 - Capital Management
The overall objectives of the Companys capital management are to have the availability of sufficient capital to support loan deposit and other asset and liability g rowth and to maintain capital to absorb unforeseen losses or write-downs that are inherent in the business risk associated within the banking industry The Company seeks to balance the need for higher capital levels to address growth and unforeseen risks and the goal to achieve an adequate return on capital invested
In July 201 3 the federal banking agencies issued a final rule revising the regulatory capital rules applicable to most national banks and federal savings associations as well as their holding companies generally beginning on January 1 201 5 The rule implements the Basel Committees December 201 O framework known as Basel I l l for strengthening the international capital standards as wel l as certain p rovisions of the Dodd-Frank Act The final ru le implements a revised definition of regu latory capita l a new common equity Tier 1 minimum capital requirement of 450 and a higher minimum Tier 1 capital requirement of 600 (which is an increase from 400) Under the final rule the total capital ratio remains at 800 and the minimum leverage ratio is 400
Additionally under the final rule in order to avoid l imitations on capital distributions including dividend payments and certain discretionary bonus payments to executive officers a banking organization must hold a 25 capital conservation buffer composed of common equity Tier 1 capital above its minimum risk-based capital requirements The b uffer is measured relative to risk-weighted assets The final rule also enhances risk sensitivity and addresses weaknesses identified by the regulators over recent years with the measure of risk-weighted assets
The new minimum capital requirements will b e effective for the Company on January 1 201 5 whereas the capital conservation buffer and the deductions from common equity Tier 1 capital phase in over time beginning on January 1 201 6
Capital Raise
On February 22 201 3 Standard Bancshares Inc completed its recapitalization by issuing 29864795 shares of common stock at $465 per share for gross proceeds of $ 1 389 million 1 3 548387 of the common shares were issued to the US Treasury (the Treasury) in exchange for the $63 million of Fixed Rate Cumulative Preferred Shares Series A and B The Treasury subsequently sold those shares to I nstitutional Investors at $465 per share An additional 16 316408 of common shares were issued to Institutional Investors and private investors Of the aggregate 29864795 common shares issued 1 9430750 are voting shares and 1 0434045 are mm-voting shares
In conjunction with the recapitalization the Articles of Incorporation of the Company were amended to authorize 20000000 shares of preferred stock at $001 par value No preferred stock has been issued as of December 31 2014
Sto ck Settled Rights (SSRs)
On February 22 201 3 in connection with the recapitalization of the Company the Board of Directors distributed as a dividend in kind 7293407 Stock Settled Rights (SSRs) to the holders of the Common Stock as of the Record Date (November 5 2012) The number of SSRs issued is equal to the product of (i) 03888 and (ii) 18757921 the number Common Shares outstanding as of the Record Date The estimated fair value of the SSRs completed by an independent third party as of September 30 2014 and February 22 201 3 was determined to be approximately $026 per SSR or $1 880 and approximately $021 per SSR or $1 532 respectively Expense recorded related to the SSRs was $1 880 in 2014 No expense was recorded in 201 3
46
STANDARD BANCSHARES INC AND SUBSI DIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (in thousands except share data)
Note 21 - Capital Management (Continued)
Stock Settled Rights (SSRs) (Continued)
The SSRs are structured as common stock dividends to be paid to certain common shareholders of the Company under specific conditions The amount of common stock to be distributed is determined by a formula that considers among other things the value of the outstanding common stock at the Settlement Date Settlement Date is defined as the earlier of (i) the date a liquidity event (an I POrecapitalization or a sale of control) occurs during the term of the SSRs and (ii) the SSR Expiration Date (February 22 201 8) The SSRs will be exercised based on the value of the common shares at that time subject to the Settlement Rate formula
The Accretion Rate is a component of the Settlement Rate It is either an middotannual rate of 80 or 120 with the value determined by the cum ulative economic losses that occur in the loan portfolio from June 30 201 1 to the time the SSRs are settled
On the Settlement Date the Company shall determine the number of shares of Common Stock issuable upon the settlement of an SSR The Settlement Rate shall be calculated based on a formula that considers among other factors the value per share of the common stock on a fully diluted basis reduced by the accretion rate with that number divided by the value per share of common stock on a fully diluted basis
If the Settlement Rate is greater than zero the Company shall issue and deliver to each of the SSR Holders a number of shares of Common Stock equal to the product of (i) the Settlement Rate multiplied by (ii) the number of SSRs held by such H older as reflected in the SSR register as of the close of business on the last Business Day prior to such Settlement Date
In connection with the occurrence of a Liquidity Event on or prior to the Expiration Date the Board of Directors may at its option and in its sole discretion order the redemption and the Company may redeem the SSRs in whole or in part at the redemption price per SSR based on a formula that considers the price per share of Common Stock at which the Company is valued on a fully diluted basis in connection with such Liquidity Event as determined in good faith by the Independent Committee plus a l l cash dividends paid oil the common stock from the date of issuance of the SSRs less $465 accreting on a daily basis at the Accretion Rate
The Company hired an independent third party firm to value the SSRs The following variables were taken into consideration when deriving a value for the SS Rs
1 ) The probability of a liquidity event (sale of control or PO) during the term of the SS Rs 2) The Accretion Rate assigned to the Settlement Rate of the SSRs 3) The estimated value of the Companys common stock at the earlier of a) a liquidity event or b)
the SSR Expiration Date (February 22 201 8) 4) The type of liquidity event that might occur 5) Future value parameters including a) tangible common book value b) earnings and c) market
conditions
The valuation of the common shares at the Settlement Date will depend on the Companys financial condition and the market pricing of financial institution stock both on a stand-alone basis and on a sale of control basis at that time
47
STANDARD BANCSHARES I NC AND SUBSIDIARI ES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (in thousands except share data)
Note 22 - Condensed Financial Statements
The Company was incorporated in I l linois on February 23 1 982 The Company accounts for its investment in subsidiaries under the equity method Under this method the investment is recorded at cost adjusted for the subsidiaries undistributed net income (loss) Presented below are the condensed financial statements of Standard Bancshares I nc (Parent Company Only)
Assets Cash Investment in subsidiaries Other assets
Total assets
CONDENSED BALANCE SH EETS DECEMBER 31 2014 AND 2013
Liabilities and shareholders equity Other liabilities Total stockholders equity
Total liabilities amp stockholders equity
2014 $ 4 163
264242 328
$268733
$ 2685 266048
$268733
CON DENSED STATEMENTS O F I N COME YEARS ENDED D ECEMBER 31 201 4 201 3 AND 201 2
2014 I ncome
Other income $
Expenses 2909 Loss before income taxes and equity in undistributed
earnings of subsidiaries (2909) Income tax benefit 88
Loss before equity in undistributed earnings of subsidiaries (2821)
Equity in undistributed earnings (loss) of subsidiaries 1 7 1 1 5
Net income (loss) 1 4294 Preferred dividends and discount accretion on preferred shares
Net income (loss) applicable to common shareholders $1 4294
48
201 3 $ 2 1 95
248 090 1 944
$252229
$ 322 251 907
$252229
201 3 201 2
$ $ 1
1 747 8539
(1 747) (8538) 291 1 0 1 7
(1 456) (7521) 9 629 (23241) 8 173 (30762) 1 1 24 4090
$ 7049 $(34852)
STAN DARD BANCSHARES INC AND SUBSIDIARIES
NOTES TO CONSOLIDATED FI NANCIAL STATEMENTS (in thousands except share data)
Note 22 - Condensed Financial Statements (Continued)
CONDENSE D STATEMENTS OF CASH FLOWS YEARS ENDED DECEMBER 31 2014 201 3 AND 201 2
Cash flows from operating activities Net income (loss)
Adjustments Equity in undistributed net (income) loss of subsidiaries Amortization Stock based compensation expense ( Increase) decrease in other assets Increase (decrease) in other liabilities
Net cash provided by (used in) operating activities Cash flows from financing activities
Issuance of common stock net of issuance costs Capital contribution to Standard Bank Repayment of note payable Cash Dividends
N et cash provided by financing activities
Net increase (decrease) in cash
Cash - beginning of year
Cash - end of year middot
Supplemental schedule of non-cash financing activities Change in par value on common stock Exchange of preferred stock to common stock
49
2014
$ 1 4294
( 17 1 1 5) 28
782 1 616 2363 1 968
1 968
2 1 95
$ 4 163
$ $
201 3
$ 8 1 73
(9629) 29
441 1 872
(4273) (3387)
68598 (41 500) ( 16 1 00)
(6026) 4972
1 585
6 1 0
$ 2 1 95
$ 4277 $63000
201 2
$(30762)
23241 6 1 67
( 1908) 2 043
( 1 2 1 9)
( 1 2 1 9)
1 829
$ 6 1 0
$ $
FORM FR Y-6
STANDARD BANCSHARES INC
Hickory Hills Illinois Year Ending Dccember31 2014
REPORT ITEM
1 The BHC Is not registered with the SEC Coples of the Annual Report Nil be sent undersepirate cover when completed
2a Organization Chart fo Standard BallCShares Inc
I THE BOULEVARD INC
SL John Indiana 100
JnCQrporated in Indiana
2b Branch Verification
STANDARD BANCSHARES INC Hickory Hills Illinois Jncorporateltl In Illinois
STANDARD BANKAND TRUST COMPANY Hickory Hills llllnois
Incorporated In lllnols 100
I STANDARD REDEVELOPMENT INC
Hickory Hills Illinois 100
Incorporated in Illinois
(Not subject to Y-10 reporting ) Code 91 CE - Liquidation Of debts previously contracted
The branch and lax-kl flStings were emailed to branch revieW on 223115
3 (1) As ofyear-end
Name and Address
Trident SBI Holdings lP Greeffilidl CT
Robert E Gallagher Sr Trust John D Gallagher Trustee Palos Heights IL
The Gallagher Standard Bancshares TR Timolhy J GaJagheuror Trustee Hickory Hitls IL
Pantheon Standard LP San Francisco CA
CohesVe Capital Parners LP New York NY W Capital Partners II LP NewYork NY
Couritrlt of Citizenship or lncorooratlon Number and Percentage Of Voting Serurtties
USA 5662194- 1483
USA 5516086 - 1444
USA 4382666 - 1 t47
USA 3762128-985
USA 2 150537 - S63
USA 2 150537 - 563
Note llle shares in the Robert E Gallagher Sr Tr are voted on by John D Gallagher Director of Standard Bank Tue shares Jn the Gallager Standard Bancshares Tr are voted on by Timolhy J Gallagher Director of Standard Bank
3 (2) OtherSharehofors oat listed in Section 3 (1) above that held more than 5 during the year
None
Resuhs A Ilse of branches forvour holdln1 company STANDARD 8ANCSHARES INC (1245590) or HICKORY HILLS IL
The d1ta are n of 12312014 Data re II Kb information tlat wu received aod processed throuah 01072015
Rconcill1Uon and Vc1Uon St I DI 1 In the DIH Action column of each br111Ch row enter one or mort of the actioru specified below
2 If required enter the date In the Ettcttve Olte column
-OK tf the bnch Information s correct enter OK in the Oita AdJon column
Chi nee If the bndl Information Is Incorrect Of Incomplete revt the data enter Chance In the Dita Action column ind the d11te when this infOfmation first became v1lid In the Effective Ote column
am If a bnch listed was sold or clowd enterOose In tht Dita Action column and the s1e or dosured11te In the EtfectW Olte colurm
Olete If a bru1eh listed wu never owntd by this depository Institution enter Delete In the Oeta Acckgtn column
Add If a rt portable brtinch Is mlsslna lnStrt a row add the branch data ald entu Add In the Olt1 Action column and the opening or acquisition date In the Effecttve Date column
If prntln1 this list you m1y need to adjust your page Utup In MS E11ce1 Try using landscape orientation page sollria andor legal sized paper
Submlnion PfOOtdurbull When you ire finished send a saved copy to vour FRB contact Su the detailed lnlttldlons on this si for more informatlon
II voY are mailinamp this to your FRB conttct put your lnstitutlon name dty and state In the subjact llrie of the e-nWI
Note To satisfy the FR Y-10 reportln1 requirements YoU must tiho submit FR Y-10 Domestic Branth Schedules for each branch with a Data Actlon of Olan1e Close Delete or Add
Thbull FR Y-10 report may be submitted 1n a hardcopy format or 11ia the FR Ymiddot10 OnH11e application middot httpsylOonllnefederalrerve1ov
bull FDtC UNINUM Office Number and ID_RSSO co1unvu ara for reference only Verification of these values is not required
- - 8nch Suvlce Type Branch 10 RSSO ia- terNeme Street Address City
ok FuUServltefHud Officel 19730 STAN OARD BANK ANO TRUST COMPANY 7800 WEST 9STH STREET HICKORY HILLS
ok Full Service 3202168 BOLINGBROOK BRANCH 282 NORTH WEBER ROAD BOLINGBROOK
ok Limited Strvce 4126065 CALUMET CITY 1968 SIBLEY BOULEVARD CALUMET CITY
FullSetvke 3309928 CLARK STREET 8RANOi 3747 NORnt CLARK STREET atlCAGO
ok FullServiett 474339 EWING BRANOf 10635 SOUTH EWING AVENUE CHICAGO
ok Full Servtce 2079925 HEGWISCH BRANCH 13336 SOUTH BALTIMORE AVENUE CHICAGO
ok limited Se-rvke 20817)5 SOUnt DERRING FACILITY 10535 SOVTH TORRENCE AVENUE CHICAGO
Full Service 4099271 THOREK BRANOi 836 WEST IRVING PARK ROAD OUCAGO
ok Full Service 2121280 COAL CITY BRANot 20 SOUTH KANKAKEE COAlCITY
full Service 2809038 EVERGREEN PARK BRANCH 2400 WEST 95TH STREET EVUtGREEN PARK
ok Full Service 3188909 FRANKFORT BRANCH 19997 LA GRANGE ROAD FRANKFORT
Full5etvice 810436 CiARONERBRANCJ1 118 DEPOT STREET GARDNER
ok FultSrvlct 3188897 JOLIET ampRANCJ1 2398 ESSINGTON ROAO JOLIET
Full Service 3439553 LOClCPORT BRANCH 16545 WEST 159TH STREET LOCKPORT
ok Full Service 290931 LYONSlST AVENUE BRANCH 8601 OGDEN AVENUE LYONS
ok Full Service 3671504 MINOOKA BRANCH 515 WESTUS ROUTE 6 MINOOKA
ok LlmltcServfce 2111338 MOAAIS LISBON BRANCH 1433 USBON STREET MORRIS
ok Full Servkt 2809010 MORRIS ROUTE 6 BRANCH 1111 WEST US ROUTpound 6 MORRIS
Ful1 Servlct 2809047 NAPERVILLE BRANCH 1607 NORTH AURORA ROAD NAPERVILLE
ok full 5ervfce 2809056 NEW LENOX BRANCH 456 NELSON ROAD NEW LENOX
Full sMce 2103129 OAK FOREST BRANOf 15901 SOUTH CENTRAL AVENUE OAX FOREST
ok Full SeMct 3490255 OAK LAWN lllTH BRANOf 4700 WEST 111TH STREET OAK LAWN
ok Full Sfrvlce 2096717 OAK LAWN 95TH BRANCH 4001 WEST 95TH STREET OAK LAWN
ok Full Service 2295538 ORLAND PARK BRANCH lSCXJO SOUTH WOLF ROAD ORLAND PARt
State VpCode
IL 60457
IL 60440
IL 60409
IL E06H
IL 00617
IL 0063
IL 00617
IL 60613
IL 60416
IL 60805
IL 6042
IL 60424
IL 60435
IL 60441
IL 60534
I L 60447
IL 60450
IL 60450
IL 60563
IL 60451
IL 60452
IL 60453
IL 60453
IL 60467
County CawN FDICUNINUM Offb Numberbull Haad otfice Head Office 10 RSSD Comments
COOK UNITEO STATES 10748 0 STANOARO BANK ANO TRUST COMPANY 19730
Will UN ITED STATES 419532 34 STANDARD BANK ANO TRUST COMPANY 19730
COOK UNITED STATES 510611 44 STANDARD BANK AND TRUST COMPANY 19730
COOK UNITpound0 STATES 429662 35 STANDARD BANK ANO TRUST COMPANY 19730
COOK UNITED STATES 12089 18 STANDARD BANK AND TRUST COMPANY 73ltgt
COOK UNITED STATES 244100 20 STANDARD BANK ANO TRUST COMPANY 19730
COOK UNITED STATES 244099 19 STANDARD BANK ANO TRUST COMPANY 19730
COOK UNITED STATpoundS 510612 4S STANDARD BANKANDTRUSTCOMPANV 1973ltgt
GRUNDY UNITED STATES 263852 17 STANDARD SANK AND TRUST COMPANY 730
COOK UNITED STATES 13875 4 STAN OARD BANK AND TRUST COMPANY 19730
Will UNITED STATES 357237 15 STAN OARD BANK AND TRUST COMPANY 19730
GRUNDY UNITED STATES 7234 1 STAN DARO BANK ANO TRUST COMPANY 19730
Will UNITED STATES 238ASA 13 STANDARD BANK ANO TRUST COMPANY 19730
Will UNlTEO STATES 450324 38 STAN OARD BANK AND TRUST COMPANY 19730
COOK UNITED STATES 10912 22 STANDARD BANK ANO TRUST COMPANY 19730
GRUNDY UNITED STATES 465426 42 STANDARD BANK AND TRUST COMPANY 1973ltgt
GRUNDY UNITED STATES 266774 16 STANDARD BANK ANO TRUST COMPANY 1730
GRUNDY UNITED STATES 2243S6 10 STANDARD BANK AND TRUST COMPANY 19730
OU PAGE UNITED STATES 238451 6 STANDARD BANK ANO TRUST COMPANY 19730
Will UNITED STATpoundS 238452 11 STAN OARD BANK ANO TRUST COMPANY 19730
COOK UNTED STATES 244101 21 STANDARD BANK AND TRUST COMPANY 19730
COOK UNITED STATES 441863 36 STANDARD BANK AND TRUST COMPANY 19730
COOK UNITED STATES 238447 1 STANDARD BANK AND TRUST COMPANY 19730
COOK UNITED STATES 238450 5 STANDARD BANt AND TRUST COMPANY 19730
ok Fullrvke 2100379 PALOS 11HH BfANOl 11901 SOUTHWEST HIGHWAY PALOSPARIC ll 00464 COOK UNITED STATES 238448 2 STAN DARO BANK AND TRUST COMPANY 19730
ok rulSltVice 2427544 PALOS lllST BRANCH 9700WEST lllST STREET PALOS PARK ll 00464 COOK UNlTEOSTATES 238449 3 STAN DARO BANK AND TRUST COMPANY 19730
ot llmtedSrvke 3490273 NORTH RIVERSIDE BRANCH BJSOWEST CERMAK ROAD RlvtRSlDE ll COOK UNITED STATES 441864 37 STANDARD BANK AND TRUST COMPANY 19730
ot FuLServke 3202171 SHOREWOOD BRANOl 970 BROOK FOREST AVENUE SHOREWOOD It - t UNITED STATES 419531 33 STANDARD BANICANDTRUSTCOMPANY 19730
ok FulSrvlee 3188918 VILLA PARK BfWIOi 1 WESrRoostVrlTROAD VlltAPARIC It 50181 OUPAGE UNITED STATES 238455 14 STANDARDBANKANDTRUSTCOMPANY 19730
ok FulSrvke WllMINGTON BRANCH lOOSSOUTH WATER STREET WILMINGTON It 004 lt UNITED STATES 238453 12 STANDARD BANK AND TRUST COMPANY 19730
ok Fulfrvk 3197031 CHESTERTON BRANCH middot 755 JNDIAN BOUNDARY ROAD OIESTERTON IN PORTER UNITEDSTAlES 275664 32 STANDARD BANK AND TRUST COMPANY 19730
ok ruUrvic 2161D17 EASTCHCAGO BRANCH 4518 lNOANAPOUS BOULEVARD EAST CHICAGO IN 46312 lAKE UNITEDSTAlES 29 STANDARDSANKANDTRUSTCOMPANY 19730
ok Fulrvk 4913n HAMMOND BRANCH 1007 CALUMET AVENUE HAMMOND IN 46324 AKE UNITEDSTAlES 42227 30 STANDARD BANK AND TRUST COMPANY 19730
Fulrvlc 2161D3S HIGHtAND BRANCH 2930 RIDGE ROAD HIGHLAND IN 46322 UNITEOSTAlES 275659 27 STANDARD BANK AND lRUST COMP AN I 19730
ot Futtsrvke 2161044 LOWHl BRANCH 2090 EAST COMMERICALAVENUE LOWELL IN 463Sfgt21r AKE ONITEDSTAlES 275661 28 STANDARD BANK ANDTRUSTCOMPANI 19730
ok Full Srvlce 3439562 MERRlllVlllE BRANCH 579WESTUNCOlN HIGHWAY MERRlllVlllE IN 46410 AKE ONlEO STATES 450325 39 STANDARD BANK AND TRUST COMPANI 19730
ok Full Srvice 453712 SAINT JOHN BRANCH 9321 WICKER AVENUE SAINT JOHN IN 46373middot00 AKE ONtlEDSTATES 42414 26 STANDARD BANK AND rnusr COMPANY 19730
middot
Report ttem 4 Directors and Office (1) Name amp Address
J-Ohn R Barber New York NY
Christopher Doody Ne-vYork NY
1pound1 Pnncipal Occupation [rtmiddotrmiddotwittl BHC
Mariaging Partner eohesiVe ea pita I
Princlpal Storm Point Capital
(3) (bull) TrtiePosition with BHC Diredor
Director
FORM FR Y-9
STANDARD BANCSHARES INC Fiscal YearEnding Decttmber3112014
(3) lb) ltlePosition wffi1 Subsidiaries
NIA
NIA
(3) (c TrtlePosltlon wttn otherbuslne$es
Managtng Partner Cohesive Capital
Principal Stone Point Ciipitit
bull Stone Point ls the manager of the TriOOnt funds which are investment entities that own 25 or morn of the outstanding voting seairities orinlerests in various companles Mr Doody ls an ernployee and officer of Stone Point and is oo deemed to contror S1oria Point or the Trldent Funds He is not a principal securities holder of Stone Point or the Trident Funds The invstmenl committees of the Trident Funds are responsible for voting the shares or such companies and Mr Doody is not a member of the investment committees of the Trident Fonds A sctiedule of such companies in which U1e Trident funds hnve invested is available upon request
John o Gallagher Ortand Park IL
Managing Genera[ Partner OfdlarU Hill Bldg Co
Director Dior-standarU Bank
Managin9 GenerBi Partner Orchard HlllmiddotB1dg Co President Ordiard Hm Building Co Inc
Managing Member Qnhard Hill Construction LLC
Managing Membelt Austin Construction Co bull LLC
Presdenl Bougton Development Co
President ennStructildeg Co lnc
Prestdenl middot Farmingdare Development eomiddot
middotana9in middotRa -middot middot fariTijngdre _Mittwo middot
Pldciit_ _ Fam1r9dale Utilify Co_
Managing Partner Frtz91erald Lad lnvestment Ptshp
(4) a) 1w of Voting Shares in BHC
563
middot1483
14450
(4)(o) (4) (b) Names of othfr companitts 4 of Voting (if 25 ormorl voting Shares in Subs securities a held
NIA
NIA
NIA
NIA
NIA
NIA
NIA
NIA
NIA
NIA
Dryden Cons1rudioo Co Inc 100
NIA
NIA
NIA
Frtzgerald Land Investment Plshp 25
(1) Name amp Mdlt=
John D Gallagher CJriand Pru IL
(2) Principal rbull _ BHC1
(3) (b) TdfePosition wiU1 SubsXfiarics
(J)(c TrtiePttSition wTUi other buslncssts
Trustee-Vote 100 Galla171ormiddot Henr)Tnisl
- Gallagher amp Henry Inc
Prumlaquo GaDaQhef Parloecs LP GB4 Jnc
Managing Partner Gl6mwod DevelopmElnt Co
Managmjl farlnelt Heruy Co Managmo Hermann Umd Investment Ptshp
Managing- Kolarlrugtd I lgthp Preltldeot Kokast -kimes Inc
PreSdenl Coo$trixtioo middotmiddot nc
- -MiAdams 400 Investment Ptshp
Msoagir(Q Partner Meifefl1 id lnpoundiiini _Pthp Managing Partner sr middotGod 1nVeslmoo Pbhp Managiog Partnef
-LampftPtshp TruSt6e
ThOGalfaghmiddotorSliujiini middot Trust
(4) (bull) of Voting Shares in BHC
(4) (b) of Voting Shares In SUbs
Names of other companies frf 25 degmom voting securiDes arn heJd NIA
NIA
NIA
NIA
NIA
NIA
NIA
Hennarm Lnnd Investment Ptshp 25
K6irland lovStrnerrlPiStip 25 NIA
NIA
NIA
Laod lNeStrnloi PlShp 25
df1li3 lfjJrlvtrpnt PWiP 25
Land l hp 25
e(Lao1fl PtShp 25_-xmiddotmiddot middot
standard tWesTrust 25 middot
(1) Name amp Address
Tnnothy J GsJlaghet Burr Ridge IL
(2) Principal Occupation [d other than with BHC)
(J) (a) TrltePosifion wtth BHC
(3)(b) TdiePosffion wittl Subskfcuies
OlaHrnan of the Board
(J) (c) TitlePosition with other businees
PreOOeot Brittany Glen Homeownoc l=gtc Suffield Woods Homeowner Assoc FanntngdaJe Viage Com Assoc fumlogdale Vdlage Com Assoc 2 Misty Meadoyenr Homeowner Assoc 1ltings1on Hills liomeOMler Assoc Gallagheramp Henrys Condos Goodiogs Grove Assoc Ganaghcr amp Heruys Goocfings Grove Umbretia Assoc Farmingdale Vil Cooos of Woodridge Homeowner Assoc Radc5ffe rtMe TOvlfflhomes Assoc
BNC OWnefs Assodatioo
Boughton Woodward Commenial Center LLC su-lgle MembeltUC- GB4 i5 member
Union Poirrte Investors Uc Sing1e MemberlLC- Union PcWe Oevclopmeot Co b member
Uoion POOte Buadlog Venture 1lLC Union 00rt lnvestorn LlC ts member Union Pofrrte Buikfing Venlilre 112 LLC Unton Point nveslor lLC is member
Union Pointe Boikfing Venture 3 LLC Union Poinl lnveslors UC is member
standgtnJ Bank -ALm1 Construction Co LlC
Pminlaquo Frtzyerald Lnnd Investment Pbttp
(lt)(bull) ofVotlng Shares in BHC
11520
(4) (b) ofVotiog Shares in Subs
NIA
Names of other companies (If 25 or l1XgtflJ voting securities aro held
NIA NIA NIA NIA NIA NIA NIA WA NIA NIA NIA
WA
NIA
WA
WA
NIA
NIA
WA
NIA
NIA
NIA
WA
WA
(1) =
Timothy J GJJbghctshyBorr Ridge IL
(2) Principal (if oUJef than wtth BHC)
3 (a) TitlePosition wilh BHC (3) 1c) Trtielosilion with other businesses ampcretuy amp Henry Inc
_ GieoMXgtd Developmeot Co
Partner Hermann Land Investment Pt5hp KOOr land Investment Ptstip
Secret3y Kolcast Homes loo
__ Koamp Construction Co Inc
Secrebgty Ordnrd Hin Buikfing Co Inc
Pa1nelt srrvb land 1ovestrnent Pshp -Smotelt Land Investment Ptshp Trustee- Vote 100 The Gollagher stmdafd
Trust
-- uruoo Pointe Development Co
lt4)(a) ofVotiog Shares in BHC
(4) (b) of Voting Shares In Sobs
tfamos of othcreomnk (lf25 ormoro vo6ng sccuritios arc held
NIA
NIA
NIA
Hennano Land Investment Ptshp 25
Kolar land Investment Pshp 25
NIA
NIA
NIA
Maas Land Investment Ptshp 25
McAdams Iand lnv=tmeni Plshp 25
Medema land lnvestme111 Ptshp 25
NIA
NIA
NIA
Slivka land Investment Plshp 25
SmoterUmd I Ptshp 25
Unkio Pointe Devdopmcot Co 25
(11 (21 Pl (a) 3 (b) 3) c) 4 (a) (4)b) Names of othelt com pan Name amp Adqross princi Occupation TJdcPositiorl TJHePositiorl TrticPosIDon of Voting of Voting [If 25 or mon voting
(if other than with Bl tc) wtth SHC with Subsidiaries with other businesses Shares In BHC Shares in Subs securities are heJd
Timothy J GaUagilet Slaquoretmy GB4 Inc SurRXgeIL GB4 lnc 251
Uoioo Polnte Bonding Venture 3 UC NIA Uoiont PoCnt lnves1ocs LLC is member
Lawraooe P Kelley NIA DirododVJCO Chaifman Oamp-edooVlce Chairman NIA 023lt))1 NIA NIA Pltullt IL PreraquoleoUCEO -0-0
standam Bank
Atampief Ko-arldt NIA DirodOlt Dirodoc NIA 0140 NIA NIA 1-fmsdak ll -
Howrd K Priess JI - deg Dirodoc Solo Pradiltgtoelt 0140 NIA NIA NapeMe IL Standard Bank
Owner White Oak Construction LlC Wh4te Oak Construction LLC 100
Robert A RoslKWt NIA Lead ndepcodeot Director oltedoc NIA D140( NIA NIA QOCago u standanl Bank
Charles E Shomo rv NIA deg Ciredor NIA 013lfI( NIA NIA Bur Ridgo IL standam Bank
Patrick J Hunt NIA _ Executive VPCFO NIA 008 NIA NIA Palos Heights IL EVPCfO standanl Bank
deg Scoltzu NIA Asst VPJAssl Asst VPAsst Secy NIA 00CXgt1 NIA NIA
Everyreen Park IL Sea-- SiandagtO Bank
STANDARD BANCSHARES INC AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (in thousands except share data)
Note 21 - Capital Management
The overall objectives of the Companys capital management are to have the availability of sufficient capital to support loan deposit and other asset and liability g rowth and to maintain capital to absorb unforeseen losses or write-downs that are inherent in the business risk associated within the banking industry The Company seeks to balance the need for higher capital levels to address growth and unforeseen risks and the goal to achieve an adequate return on capital invested
In July 201 3 the federal banking agencies issued a final rule revising the regulatory capital rules applicable to most national banks and federal savings associations as well as their holding companies generally beginning on January 1 201 5 The rule implements the Basel Committees December 201 O framework known as Basel I l l for strengthening the international capital standards as wel l as certain p rovisions of the Dodd-Frank Act The final ru le implements a revised definition of regu latory capita l a new common equity Tier 1 minimum capital requirement of 450 and a higher minimum Tier 1 capital requirement of 600 (which is an increase from 400) Under the final rule the total capital ratio remains at 800 and the minimum leverage ratio is 400
Additionally under the final rule in order to avoid l imitations on capital distributions including dividend payments and certain discretionary bonus payments to executive officers a banking organization must hold a 25 capital conservation buffer composed of common equity Tier 1 capital above its minimum risk-based capital requirements The b uffer is measured relative to risk-weighted assets The final rule also enhances risk sensitivity and addresses weaknesses identified by the regulators over recent years with the measure of risk-weighted assets
The new minimum capital requirements will b e effective for the Company on January 1 201 5 whereas the capital conservation buffer and the deductions from common equity Tier 1 capital phase in over time beginning on January 1 201 6
Capital Raise
On February 22 201 3 Standard Bancshares Inc completed its recapitalization by issuing 29864795 shares of common stock at $465 per share for gross proceeds of $ 1 389 million 1 3 548387 of the common shares were issued to the US Treasury (the Treasury) in exchange for the $63 million of Fixed Rate Cumulative Preferred Shares Series A and B The Treasury subsequently sold those shares to I nstitutional Investors at $465 per share An additional 16 316408 of common shares were issued to Institutional Investors and private investors Of the aggregate 29864795 common shares issued 1 9430750 are voting shares and 1 0434045 are mm-voting shares
In conjunction with the recapitalization the Articles of Incorporation of the Company were amended to authorize 20000000 shares of preferred stock at $001 par value No preferred stock has been issued as of December 31 2014
Sto ck Settled Rights (SSRs)
On February 22 201 3 in connection with the recapitalization of the Company the Board of Directors distributed as a dividend in kind 7293407 Stock Settled Rights (SSRs) to the holders of the Common Stock as of the Record Date (November 5 2012) The number of SSRs issued is equal to the product of (i) 03888 and (ii) 18757921 the number Common Shares outstanding as of the Record Date The estimated fair value of the SSRs completed by an independent third party as of September 30 2014 and February 22 201 3 was determined to be approximately $026 per SSR or $1 880 and approximately $021 per SSR or $1 532 respectively Expense recorded related to the SSRs was $1 880 in 2014 No expense was recorded in 201 3
46
STANDARD BANCSHARES INC AND SUBSI DIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (in thousands except share data)
Note 21 - Capital Management (Continued)
Stock Settled Rights (SSRs) (Continued)
The SSRs are structured as common stock dividends to be paid to certain common shareholders of the Company under specific conditions The amount of common stock to be distributed is determined by a formula that considers among other things the value of the outstanding common stock at the Settlement Date Settlement Date is defined as the earlier of (i) the date a liquidity event (an I POrecapitalization or a sale of control) occurs during the term of the SSRs and (ii) the SSR Expiration Date (February 22 201 8) The SSRs will be exercised based on the value of the common shares at that time subject to the Settlement Rate formula
The Accretion Rate is a component of the Settlement Rate It is either an middotannual rate of 80 or 120 with the value determined by the cum ulative economic losses that occur in the loan portfolio from June 30 201 1 to the time the SSRs are settled
On the Settlement Date the Company shall determine the number of shares of Common Stock issuable upon the settlement of an SSR The Settlement Rate shall be calculated based on a formula that considers among other factors the value per share of the common stock on a fully diluted basis reduced by the accretion rate with that number divided by the value per share of common stock on a fully diluted basis
If the Settlement Rate is greater than zero the Company shall issue and deliver to each of the SSR Holders a number of shares of Common Stock equal to the product of (i) the Settlement Rate multiplied by (ii) the number of SSRs held by such H older as reflected in the SSR register as of the close of business on the last Business Day prior to such Settlement Date
In connection with the occurrence of a Liquidity Event on or prior to the Expiration Date the Board of Directors may at its option and in its sole discretion order the redemption and the Company may redeem the SSRs in whole or in part at the redemption price per SSR based on a formula that considers the price per share of Common Stock at which the Company is valued on a fully diluted basis in connection with such Liquidity Event as determined in good faith by the Independent Committee plus a l l cash dividends paid oil the common stock from the date of issuance of the SSRs less $465 accreting on a daily basis at the Accretion Rate
The Company hired an independent third party firm to value the SSRs The following variables were taken into consideration when deriving a value for the SS Rs
1 ) The probability of a liquidity event (sale of control or PO) during the term of the SS Rs 2) The Accretion Rate assigned to the Settlement Rate of the SSRs 3) The estimated value of the Companys common stock at the earlier of a) a liquidity event or b)
the SSR Expiration Date (February 22 201 8) 4) The type of liquidity event that might occur 5) Future value parameters including a) tangible common book value b) earnings and c) market
conditions
The valuation of the common shares at the Settlement Date will depend on the Companys financial condition and the market pricing of financial institution stock both on a stand-alone basis and on a sale of control basis at that time
47
STANDARD BANCSHARES I NC AND SUBSIDIARI ES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (in thousands except share data)
Note 22 - Condensed Financial Statements
The Company was incorporated in I l linois on February 23 1 982 The Company accounts for its investment in subsidiaries under the equity method Under this method the investment is recorded at cost adjusted for the subsidiaries undistributed net income (loss) Presented below are the condensed financial statements of Standard Bancshares I nc (Parent Company Only)
Assets Cash Investment in subsidiaries Other assets
Total assets
CONDENSED BALANCE SH EETS DECEMBER 31 2014 AND 2013
Liabilities and shareholders equity Other liabilities Total stockholders equity
Total liabilities amp stockholders equity
2014 $ 4 163
264242 328
$268733
$ 2685 266048
$268733
CON DENSED STATEMENTS O F I N COME YEARS ENDED D ECEMBER 31 201 4 201 3 AND 201 2
2014 I ncome
Other income $
Expenses 2909 Loss before income taxes and equity in undistributed
earnings of subsidiaries (2909) Income tax benefit 88
Loss before equity in undistributed earnings of subsidiaries (2821)
Equity in undistributed earnings (loss) of subsidiaries 1 7 1 1 5
Net income (loss) 1 4294 Preferred dividends and discount accretion on preferred shares
Net income (loss) applicable to common shareholders $1 4294
48
201 3 $ 2 1 95
248 090 1 944
$252229
$ 322 251 907
$252229
201 3 201 2
$ $ 1
1 747 8539
(1 747) (8538) 291 1 0 1 7
(1 456) (7521) 9 629 (23241) 8 173 (30762) 1 1 24 4090
$ 7049 $(34852)
STAN DARD BANCSHARES INC AND SUBSIDIARIES
NOTES TO CONSOLIDATED FI NANCIAL STATEMENTS (in thousands except share data)
Note 22 - Condensed Financial Statements (Continued)
CONDENSE D STATEMENTS OF CASH FLOWS YEARS ENDED DECEMBER 31 2014 201 3 AND 201 2
Cash flows from operating activities Net income (loss)
Adjustments Equity in undistributed net (income) loss of subsidiaries Amortization Stock based compensation expense ( Increase) decrease in other assets Increase (decrease) in other liabilities
Net cash provided by (used in) operating activities Cash flows from financing activities
Issuance of common stock net of issuance costs Capital contribution to Standard Bank Repayment of note payable Cash Dividends
N et cash provided by financing activities
Net increase (decrease) in cash
Cash - beginning of year
Cash - end of year middot
Supplemental schedule of non-cash financing activities Change in par value on common stock Exchange of preferred stock to common stock
49
2014
$ 1 4294
( 17 1 1 5) 28
782 1 616 2363 1 968
1 968
2 1 95
$ 4 163
$ $
201 3
$ 8 1 73
(9629) 29
441 1 872
(4273) (3387)
68598 (41 500) ( 16 1 00)
(6026) 4972
1 585
6 1 0
$ 2 1 95
$ 4277 $63000
201 2
$(30762)
23241 6 1 67
( 1908) 2 043
( 1 2 1 9)
( 1 2 1 9)
1 829
$ 6 1 0
$ $
FORM FR Y-6
STANDARD BANCSHARES INC
Hickory Hills Illinois Year Ending Dccember31 2014
REPORT ITEM
1 The BHC Is not registered with the SEC Coples of the Annual Report Nil be sent undersepirate cover when completed
2a Organization Chart fo Standard BallCShares Inc
I THE BOULEVARD INC
SL John Indiana 100
JnCQrporated in Indiana
2b Branch Verification
STANDARD BANCSHARES INC Hickory Hills Illinois Jncorporateltl In Illinois
STANDARD BANKAND TRUST COMPANY Hickory Hills llllnois
Incorporated In lllnols 100
I STANDARD REDEVELOPMENT INC
Hickory Hills Illinois 100
Incorporated in Illinois
(Not subject to Y-10 reporting ) Code 91 CE - Liquidation Of debts previously contracted
The branch and lax-kl flStings were emailed to branch revieW on 223115
3 (1) As ofyear-end
Name and Address
Trident SBI Holdings lP Greeffilidl CT
Robert E Gallagher Sr Trust John D Gallagher Trustee Palos Heights IL
The Gallagher Standard Bancshares TR Timolhy J GaJagheuror Trustee Hickory Hitls IL
Pantheon Standard LP San Francisco CA
CohesVe Capital Parners LP New York NY W Capital Partners II LP NewYork NY
Couritrlt of Citizenship or lncorooratlon Number and Percentage Of Voting Serurtties
USA 5662194- 1483
USA 5516086 - 1444
USA 4382666 - 1 t47
USA 3762128-985
USA 2 150537 - S63
USA 2 150537 - 563
Note llle shares in the Robert E Gallagher Sr Tr are voted on by John D Gallagher Director of Standard Bank Tue shares Jn the Gallager Standard Bancshares Tr are voted on by Timolhy J Gallagher Director of Standard Bank
3 (2) OtherSharehofors oat listed in Section 3 (1) above that held more than 5 during the year
None
Resuhs A Ilse of branches forvour holdln1 company STANDARD 8ANCSHARES INC (1245590) or HICKORY HILLS IL
The d1ta are n of 12312014 Data re II Kb information tlat wu received aod processed throuah 01072015
Rconcill1Uon and Vc1Uon St I DI 1 In the DIH Action column of each br111Ch row enter one or mort of the actioru specified below
2 If required enter the date In the Ettcttve Olte column
-OK tf the bnch Information s correct enter OK in the Oita AdJon column
Chi nee If the bndl Information Is Incorrect Of Incomplete revt the data enter Chance In the Dita Action column ind the d11te when this infOfmation first became v1lid In the Effective Ote column
am If a bnch listed was sold or clowd enterOose In tht Dita Action column and the s1e or dosured11te In the EtfectW Olte colurm
Olete If a bru1eh listed wu never owntd by this depository Institution enter Delete In the Oeta Acckgtn column
Add If a rt portable brtinch Is mlsslna lnStrt a row add the branch data ald entu Add In the Olt1 Action column and the opening or acquisition date In the Effecttve Date column
If prntln1 this list you m1y need to adjust your page Utup In MS E11ce1 Try using landscape orientation page sollria andor legal sized paper
Submlnion PfOOtdurbull When you ire finished send a saved copy to vour FRB contact Su the detailed lnlttldlons on this si for more informatlon
II voY are mailinamp this to your FRB conttct put your lnstitutlon name dty and state In the subjact llrie of the e-nWI
Note To satisfy the FR Y-10 reportln1 requirements YoU must tiho submit FR Y-10 Domestic Branth Schedules for each branch with a Data Actlon of Olan1e Close Delete or Add
Thbull FR Y-10 report may be submitted 1n a hardcopy format or 11ia the FR Ymiddot10 OnH11e application middot httpsylOonllnefederalrerve1ov
bull FDtC UNINUM Office Number and ID_RSSO co1unvu ara for reference only Verification of these values is not required
- - 8nch Suvlce Type Branch 10 RSSO ia- terNeme Street Address City
ok FuUServltefHud Officel 19730 STAN OARD BANK ANO TRUST COMPANY 7800 WEST 9STH STREET HICKORY HILLS
ok Full Service 3202168 BOLINGBROOK BRANCH 282 NORTH WEBER ROAD BOLINGBROOK
ok Limited Strvce 4126065 CALUMET CITY 1968 SIBLEY BOULEVARD CALUMET CITY
FullSetvke 3309928 CLARK STREET 8RANOi 3747 NORnt CLARK STREET atlCAGO
ok FullServiett 474339 EWING BRANOf 10635 SOUTH EWING AVENUE CHICAGO
ok Full Servtce 2079925 HEGWISCH BRANCH 13336 SOUTH BALTIMORE AVENUE CHICAGO
ok limited Se-rvke 20817)5 SOUnt DERRING FACILITY 10535 SOVTH TORRENCE AVENUE CHICAGO
Full Service 4099271 THOREK BRANOi 836 WEST IRVING PARK ROAD OUCAGO
ok Full Service 2121280 COAL CITY BRANot 20 SOUTH KANKAKEE COAlCITY
full Service 2809038 EVERGREEN PARK BRANCH 2400 WEST 95TH STREET EVUtGREEN PARK
ok Full Service 3188909 FRANKFORT BRANCH 19997 LA GRANGE ROAD FRANKFORT
Full5etvice 810436 CiARONERBRANCJ1 118 DEPOT STREET GARDNER
ok FultSrvlct 3188897 JOLIET ampRANCJ1 2398 ESSINGTON ROAO JOLIET
Full Service 3439553 LOClCPORT BRANCH 16545 WEST 159TH STREET LOCKPORT
ok Full Service 290931 LYONSlST AVENUE BRANCH 8601 OGDEN AVENUE LYONS
ok Full Service 3671504 MINOOKA BRANCH 515 WESTUS ROUTE 6 MINOOKA
ok LlmltcServfce 2111338 MOAAIS LISBON BRANCH 1433 USBON STREET MORRIS
ok Full Servkt 2809010 MORRIS ROUTE 6 BRANCH 1111 WEST US ROUTpound 6 MORRIS
Ful1 Servlct 2809047 NAPERVILLE BRANCH 1607 NORTH AURORA ROAD NAPERVILLE
ok full 5ervfce 2809056 NEW LENOX BRANCH 456 NELSON ROAD NEW LENOX
Full sMce 2103129 OAK FOREST BRANOf 15901 SOUTH CENTRAL AVENUE OAX FOREST
ok Full SeMct 3490255 OAK LAWN lllTH BRANOf 4700 WEST 111TH STREET OAK LAWN
ok Full Sfrvlce 2096717 OAK LAWN 95TH BRANCH 4001 WEST 95TH STREET OAK LAWN
ok Full Service 2295538 ORLAND PARK BRANCH lSCXJO SOUTH WOLF ROAD ORLAND PARt
State VpCode
IL 60457
IL 60440
IL 60409
IL E06H
IL 00617
IL 0063
IL 00617
IL 60613
IL 60416
IL 60805
IL 6042
IL 60424
IL 60435
IL 60441
IL 60534
I L 60447
IL 60450
IL 60450
IL 60563
IL 60451
IL 60452
IL 60453
IL 60453
IL 60467
County CawN FDICUNINUM Offb Numberbull Haad otfice Head Office 10 RSSD Comments
COOK UNITEO STATES 10748 0 STANOARO BANK ANO TRUST COMPANY 19730
Will UN ITED STATES 419532 34 STANDARD BANK ANO TRUST COMPANY 19730
COOK UNITED STATES 510611 44 STANDARD BANK AND TRUST COMPANY 19730
COOK UNITpound0 STATES 429662 35 STANDARD BANK ANO TRUST COMPANY 19730
COOK UNITED STATES 12089 18 STANDARD BANK AND TRUST COMPANY 73ltgt
COOK UNITED STATES 244100 20 STANDARD BANK ANO TRUST COMPANY 19730
COOK UNITED STATES 244099 19 STANDARD BANK ANO TRUST COMPANY 19730
COOK UNITED STATpoundS 510612 4S STANDARD BANKANDTRUSTCOMPANV 1973ltgt
GRUNDY UNITED STATES 263852 17 STANDARD SANK AND TRUST COMPANY 730
COOK UNITED STATES 13875 4 STAN OARD BANK AND TRUST COMPANY 19730
Will UNITED STATES 357237 15 STAN OARD BANK AND TRUST COMPANY 19730
GRUNDY UNITED STATES 7234 1 STAN DARO BANK ANO TRUST COMPANY 19730
Will UNITED STATES 238ASA 13 STANDARD BANK ANO TRUST COMPANY 19730
Will UNlTEO STATES 450324 38 STAN OARD BANK AND TRUST COMPANY 19730
COOK UNITED STATES 10912 22 STANDARD BANK ANO TRUST COMPANY 19730
GRUNDY UNITED STATES 465426 42 STANDARD BANK AND TRUST COMPANY 1973ltgt
GRUNDY UNITED STATES 266774 16 STANDARD BANK ANO TRUST COMPANY 1730
GRUNDY UNITED STATES 2243S6 10 STANDARD BANK AND TRUST COMPANY 19730
OU PAGE UNITED STATES 238451 6 STANDARD BANK ANO TRUST COMPANY 19730
Will UNITED STATpoundS 238452 11 STAN OARD BANK ANO TRUST COMPANY 19730
COOK UNTED STATES 244101 21 STANDARD BANK AND TRUST COMPANY 19730
COOK UNITED STATES 441863 36 STANDARD BANK AND TRUST COMPANY 19730
COOK UNITED STATES 238447 1 STANDARD BANK AND TRUST COMPANY 19730
COOK UNITED STATES 238450 5 STANDARD BANt AND TRUST COMPANY 19730
ok Fullrvke 2100379 PALOS 11HH BfANOl 11901 SOUTHWEST HIGHWAY PALOSPARIC ll 00464 COOK UNITED STATES 238448 2 STAN DARO BANK AND TRUST COMPANY 19730
ok rulSltVice 2427544 PALOS lllST BRANCH 9700WEST lllST STREET PALOS PARK ll 00464 COOK UNlTEOSTATES 238449 3 STAN DARO BANK AND TRUST COMPANY 19730
ot llmtedSrvke 3490273 NORTH RIVERSIDE BRANCH BJSOWEST CERMAK ROAD RlvtRSlDE ll COOK UNITED STATES 441864 37 STANDARD BANK AND TRUST COMPANY 19730
ot FuLServke 3202171 SHOREWOOD BRANOl 970 BROOK FOREST AVENUE SHOREWOOD It - t UNITED STATES 419531 33 STANDARD BANICANDTRUSTCOMPANY 19730
ok FulSrvlee 3188918 VILLA PARK BfWIOi 1 WESrRoostVrlTROAD VlltAPARIC It 50181 OUPAGE UNITED STATES 238455 14 STANDARDBANKANDTRUSTCOMPANY 19730
ok FulSrvke WllMINGTON BRANCH lOOSSOUTH WATER STREET WILMINGTON It 004 lt UNITED STATES 238453 12 STANDARD BANK AND TRUST COMPANY 19730
ok Fulfrvk 3197031 CHESTERTON BRANCH middot 755 JNDIAN BOUNDARY ROAD OIESTERTON IN PORTER UNITEDSTAlES 275664 32 STANDARD BANK AND TRUST COMPANY 19730
ok ruUrvic 2161D17 EASTCHCAGO BRANCH 4518 lNOANAPOUS BOULEVARD EAST CHICAGO IN 46312 lAKE UNITEDSTAlES 29 STANDARDSANKANDTRUSTCOMPANY 19730
ok Fulrvk 4913n HAMMOND BRANCH 1007 CALUMET AVENUE HAMMOND IN 46324 AKE UNITEDSTAlES 42227 30 STANDARD BANK AND TRUST COMPANY 19730
Fulrvlc 2161D3S HIGHtAND BRANCH 2930 RIDGE ROAD HIGHLAND IN 46322 UNITEOSTAlES 275659 27 STANDARD BANK AND lRUST COMP AN I 19730
ot Futtsrvke 2161044 LOWHl BRANCH 2090 EAST COMMERICALAVENUE LOWELL IN 463Sfgt21r AKE ONITEDSTAlES 275661 28 STANDARD BANK ANDTRUSTCOMPANI 19730
ok Full Srvlce 3439562 MERRlllVlllE BRANCH 579WESTUNCOlN HIGHWAY MERRlllVlllE IN 46410 AKE ONlEO STATES 450325 39 STANDARD BANK AND TRUST COMPANI 19730
ok Full Srvice 453712 SAINT JOHN BRANCH 9321 WICKER AVENUE SAINT JOHN IN 46373middot00 AKE ONtlEDSTATES 42414 26 STANDARD BANK AND rnusr COMPANY 19730
middot
Report ttem 4 Directors and Office (1) Name amp Address
J-Ohn R Barber New York NY
Christopher Doody Ne-vYork NY
1pound1 Pnncipal Occupation [rtmiddotrmiddotwittl BHC
Mariaging Partner eohesiVe ea pita I
Princlpal Storm Point Capital
(3) (bull) TrtiePosition with BHC Diredor
Director
FORM FR Y-9
STANDARD BANCSHARES INC Fiscal YearEnding Decttmber3112014
(3) lb) ltlePosition wffi1 Subsidiaries
NIA
NIA
(3) (c TrtlePosltlon wttn otherbuslne$es
Managtng Partner Cohesive Capital
Principal Stone Point Ciipitit
bull Stone Point ls the manager of the TriOOnt funds which are investment entities that own 25 or morn of the outstanding voting seairities orinlerests in various companles Mr Doody ls an ernployee and officer of Stone Point and is oo deemed to contror S1oria Point or the Trldent Funds He is not a principal securities holder of Stone Point or the Trident Funds The invstmenl committees of the Trident Funds are responsible for voting the shares or such companies and Mr Doody is not a member of the investment committees of the Trident Fonds A sctiedule of such companies in which U1e Trident funds hnve invested is available upon request
John o Gallagher Ortand Park IL
Managing Genera[ Partner OfdlarU Hill Bldg Co
Director Dior-standarU Bank
Managin9 GenerBi Partner Orchard HlllmiddotB1dg Co President Ordiard Hm Building Co Inc
Managing Member Qnhard Hill Construction LLC
Managing Membelt Austin Construction Co bull LLC
Presdenl Bougton Development Co
President ennStructildeg Co lnc
Prestdenl middot Farmingdare Development eomiddot
middotana9in middotRa -middot middot fariTijngdre _Mittwo middot
Pldciit_ _ Fam1r9dale Utilify Co_
Managing Partner Frtz91erald Lad lnvestment Ptshp
(4) a) 1w of Voting Shares in BHC
563
middot1483
14450
(4)(o) (4) (b) Names of othfr companitts 4 of Voting (if 25 ormorl voting Shares in Subs securities a held
NIA
NIA
NIA
NIA
NIA
NIA
NIA
NIA
NIA
NIA
Dryden Cons1rudioo Co Inc 100
NIA
NIA
NIA
Frtzgerald Land Investment Plshp 25
(1) Name amp Mdlt=
John D Gallagher CJriand Pru IL
(2) Principal rbull _ BHC1
(3) (b) TdfePosition wiU1 SubsXfiarics
(J)(c TrtiePttSition wTUi other buslncssts
Trustee-Vote 100 Galla171ormiddot Henr)Tnisl
- Gallagher amp Henry Inc
Prumlaquo GaDaQhef Parloecs LP GB4 Jnc
Managing Partner Gl6mwod DevelopmElnt Co
Managmjl farlnelt Heruy Co Managmo Hermann Umd Investment Ptshp
Managing- Kolarlrugtd I lgthp Preltldeot Kokast -kimes Inc
PreSdenl Coo$trixtioo middotmiddot nc
- -MiAdams 400 Investment Ptshp
Msoagir(Q Partner Meifefl1 id lnpoundiiini _Pthp Managing Partner sr middotGod 1nVeslmoo Pbhp Managiog Partnef
-LampftPtshp TruSt6e
ThOGalfaghmiddotorSliujiini middot Trust
(4) (bull) of Voting Shares in BHC
(4) (b) of Voting Shares In SUbs
Names of other companies frf 25 degmom voting securiDes arn heJd NIA
NIA
NIA
NIA
NIA
NIA
NIA
Hennarm Lnnd Investment Ptshp 25
K6irland lovStrnerrlPiStip 25 NIA
NIA
NIA
Laod lNeStrnloi PlShp 25
df1li3 lfjJrlvtrpnt PWiP 25
Land l hp 25
e(Lao1fl PtShp 25_-xmiddotmiddot middot
standard tWesTrust 25 middot
(1) Name amp Address
Tnnothy J GsJlaghet Burr Ridge IL
(2) Principal Occupation [d other than with BHC)
(J) (a) TrltePosifion wtth BHC
(3)(b) TdiePosffion wittl Subskfcuies
OlaHrnan of the Board
(J) (c) TitlePosition with other businees
PreOOeot Brittany Glen Homeownoc l=gtc Suffield Woods Homeowner Assoc FanntngdaJe Viage Com Assoc fumlogdale Vdlage Com Assoc 2 Misty Meadoyenr Homeowner Assoc 1ltings1on Hills liomeOMler Assoc Gallagheramp Henrys Condos Goodiogs Grove Assoc Ganaghcr amp Heruys Goocfings Grove Umbretia Assoc Farmingdale Vil Cooos of Woodridge Homeowner Assoc Radc5ffe rtMe TOvlfflhomes Assoc
BNC OWnefs Assodatioo
Boughton Woodward Commenial Center LLC su-lgle MembeltUC- GB4 i5 member
Union Poirrte Investors Uc Sing1e MemberlLC- Union PcWe Oevclopmeot Co b member
Uoion POOte Buadlog Venture 1lLC Union 00rt lnvestorn LlC ts member Union Pofrrte Buikfing Venlilre 112 LLC Unton Point nveslor lLC is member
Union Pointe Boikfing Venture 3 LLC Union Poinl lnveslors UC is member
standgtnJ Bank -ALm1 Construction Co LlC
Pminlaquo Frtzyerald Lnnd Investment Pbttp
(lt)(bull) ofVotlng Shares in BHC
11520
(4) (b) ofVotiog Shares in Subs
NIA
Names of other companies (If 25 or l1XgtflJ voting securities aro held
NIA NIA NIA NIA NIA NIA NIA WA NIA NIA NIA
WA
NIA
WA
WA
NIA
NIA
WA
NIA
NIA
NIA
WA
WA
(1) =
Timothy J GJJbghctshyBorr Ridge IL
(2) Principal (if oUJef than wtth BHC)
3 (a) TitlePosition wilh BHC (3) 1c) Trtielosilion with other businesses ampcretuy amp Henry Inc
_ GieoMXgtd Developmeot Co
Partner Hermann Land Investment Pt5hp KOOr land Investment Ptstip
Secret3y Kolcast Homes loo
__ Koamp Construction Co Inc
Secrebgty Ordnrd Hin Buikfing Co Inc
Pa1nelt srrvb land 1ovestrnent Pshp -Smotelt Land Investment Ptshp Trustee- Vote 100 The Gollagher stmdafd
Trust
-- uruoo Pointe Development Co
lt4)(a) ofVotiog Shares in BHC
(4) (b) of Voting Shares In Sobs
tfamos of othcreomnk (lf25 ormoro vo6ng sccuritios arc held
NIA
NIA
NIA
Hennano Land Investment Ptshp 25
Kolar land Investment Pshp 25
NIA
NIA
NIA
Maas Land Investment Ptshp 25
McAdams Iand lnv=tmeni Plshp 25
Medema land lnvestme111 Ptshp 25
NIA
NIA
NIA
Slivka land Investment Plshp 25
SmoterUmd I Ptshp 25
Unkio Pointe Devdopmcot Co 25
(11 (21 Pl (a) 3 (b) 3) c) 4 (a) (4)b) Names of othelt com pan Name amp Adqross princi Occupation TJdcPositiorl TJHePositiorl TrticPosIDon of Voting of Voting [If 25 or mon voting
(if other than with Bl tc) wtth SHC with Subsidiaries with other businesses Shares In BHC Shares in Subs securities are heJd
Timothy J GaUagilet Slaquoretmy GB4 Inc SurRXgeIL GB4 lnc 251
Uoioo Polnte Bonding Venture 3 UC NIA Uoiont PoCnt lnves1ocs LLC is member
Lawraooe P Kelley NIA DirododVJCO Chaifman Oamp-edooVlce Chairman NIA 023lt))1 NIA NIA Pltullt IL PreraquoleoUCEO -0-0
standam Bank
Atampief Ko-arldt NIA DirodOlt Dirodoc NIA 0140 NIA NIA 1-fmsdak ll -
Howrd K Priess JI - deg Dirodoc Solo Pradiltgtoelt 0140 NIA NIA NapeMe IL Standard Bank
Owner White Oak Construction LlC Wh4te Oak Construction LLC 100
Robert A RoslKWt NIA Lead ndepcodeot Director oltedoc NIA D140( NIA NIA QOCago u standanl Bank
Charles E Shomo rv NIA deg Ciredor NIA 013lfI( NIA NIA Bur Ridgo IL standam Bank
Patrick J Hunt NIA _ Executive VPCFO NIA 008 NIA NIA Palos Heights IL EVPCfO standanl Bank
deg Scoltzu NIA Asst VPJAssl Asst VPAsst Secy NIA 00CXgt1 NIA NIA
Everyreen Park IL Sea-- SiandagtO Bank
STANDARD BANCSHARES INC AND SUBSI DIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (in thousands except share data)
Note 21 - Capital Management (Continued)
Stock Settled Rights (SSRs) (Continued)
The SSRs are structured as common stock dividends to be paid to certain common shareholders of the Company under specific conditions The amount of common stock to be distributed is determined by a formula that considers among other things the value of the outstanding common stock at the Settlement Date Settlement Date is defined as the earlier of (i) the date a liquidity event (an I POrecapitalization or a sale of control) occurs during the term of the SSRs and (ii) the SSR Expiration Date (February 22 201 8) The SSRs will be exercised based on the value of the common shares at that time subject to the Settlement Rate formula
The Accretion Rate is a component of the Settlement Rate It is either an middotannual rate of 80 or 120 with the value determined by the cum ulative economic losses that occur in the loan portfolio from June 30 201 1 to the time the SSRs are settled
On the Settlement Date the Company shall determine the number of shares of Common Stock issuable upon the settlement of an SSR The Settlement Rate shall be calculated based on a formula that considers among other factors the value per share of the common stock on a fully diluted basis reduced by the accretion rate with that number divided by the value per share of common stock on a fully diluted basis
If the Settlement Rate is greater than zero the Company shall issue and deliver to each of the SSR Holders a number of shares of Common Stock equal to the product of (i) the Settlement Rate multiplied by (ii) the number of SSRs held by such H older as reflected in the SSR register as of the close of business on the last Business Day prior to such Settlement Date
In connection with the occurrence of a Liquidity Event on or prior to the Expiration Date the Board of Directors may at its option and in its sole discretion order the redemption and the Company may redeem the SSRs in whole or in part at the redemption price per SSR based on a formula that considers the price per share of Common Stock at which the Company is valued on a fully diluted basis in connection with such Liquidity Event as determined in good faith by the Independent Committee plus a l l cash dividends paid oil the common stock from the date of issuance of the SSRs less $465 accreting on a daily basis at the Accretion Rate
The Company hired an independent third party firm to value the SSRs The following variables were taken into consideration when deriving a value for the SS Rs
1 ) The probability of a liquidity event (sale of control or PO) during the term of the SS Rs 2) The Accretion Rate assigned to the Settlement Rate of the SSRs 3) The estimated value of the Companys common stock at the earlier of a) a liquidity event or b)
the SSR Expiration Date (February 22 201 8) 4) The type of liquidity event that might occur 5) Future value parameters including a) tangible common book value b) earnings and c) market
conditions
The valuation of the common shares at the Settlement Date will depend on the Companys financial condition and the market pricing of financial institution stock both on a stand-alone basis and on a sale of control basis at that time
47
STANDARD BANCSHARES I NC AND SUBSIDIARI ES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (in thousands except share data)
Note 22 - Condensed Financial Statements
The Company was incorporated in I l linois on February 23 1 982 The Company accounts for its investment in subsidiaries under the equity method Under this method the investment is recorded at cost adjusted for the subsidiaries undistributed net income (loss) Presented below are the condensed financial statements of Standard Bancshares I nc (Parent Company Only)
Assets Cash Investment in subsidiaries Other assets
Total assets
CONDENSED BALANCE SH EETS DECEMBER 31 2014 AND 2013
Liabilities and shareholders equity Other liabilities Total stockholders equity
Total liabilities amp stockholders equity
2014 $ 4 163
264242 328
$268733
$ 2685 266048
$268733
CON DENSED STATEMENTS O F I N COME YEARS ENDED D ECEMBER 31 201 4 201 3 AND 201 2
2014 I ncome
Other income $
Expenses 2909 Loss before income taxes and equity in undistributed
earnings of subsidiaries (2909) Income tax benefit 88
Loss before equity in undistributed earnings of subsidiaries (2821)
Equity in undistributed earnings (loss) of subsidiaries 1 7 1 1 5
Net income (loss) 1 4294 Preferred dividends and discount accretion on preferred shares
Net income (loss) applicable to common shareholders $1 4294
48
201 3 $ 2 1 95
248 090 1 944
$252229
$ 322 251 907
$252229
201 3 201 2
$ $ 1
1 747 8539
(1 747) (8538) 291 1 0 1 7
(1 456) (7521) 9 629 (23241) 8 173 (30762) 1 1 24 4090
$ 7049 $(34852)
STAN DARD BANCSHARES INC AND SUBSIDIARIES
NOTES TO CONSOLIDATED FI NANCIAL STATEMENTS (in thousands except share data)
Note 22 - Condensed Financial Statements (Continued)
CONDENSE D STATEMENTS OF CASH FLOWS YEARS ENDED DECEMBER 31 2014 201 3 AND 201 2
Cash flows from operating activities Net income (loss)
Adjustments Equity in undistributed net (income) loss of subsidiaries Amortization Stock based compensation expense ( Increase) decrease in other assets Increase (decrease) in other liabilities
Net cash provided by (used in) operating activities Cash flows from financing activities
Issuance of common stock net of issuance costs Capital contribution to Standard Bank Repayment of note payable Cash Dividends
N et cash provided by financing activities
Net increase (decrease) in cash
Cash - beginning of year
Cash - end of year middot
Supplemental schedule of non-cash financing activities Change in par value on common stock Exchange of preferred stock to common stock
49
2014
$ 1 4294
( 17 1 1 5) 28
782 1 616 2363 1 968
1 968
2 1 95
$ 4 163
$ $
201 3
$ 8 1 73
(9629) 29
441 1 872
(4273) (3387)
68598 (41 500) ( 16 1 00)
(6026) 4972
1 585
6 1 0
$ 2 1 95
$ 4277 $63000
201 2
$(30762)
23241 6 1 67
( 1908) 2 043
( 1 2 1 9)
( 1 2 1 9)
1 829
$ 6 1 0
$ $
FORM FR Y-6
STANDARD BANCSHARES INC
Hickory Hills Illinois Year Ending Dccember31 2014
REPORT ITEM
1 The BHC Is not registered with the SEC Coples of the Annual Report Nil be sent undersepirate cover when completed
2a Organization Chart fo Standard BallCShares Inc
I THE BOULEVARD INC
SL John Indiana 100
JnCQrporated in Indiana
2b Branch Verification
STANDARD BANCSHARES INC Hickory Hills Illinois Jncorporateltl In Illinois
STANDARD BANKAND TRUST COMPANY Hickory Hills llllnois
Incorporated In lllnols 100
I STANDARD REDEVELOPMENT INC
Hickory Hills Illinois 100
Incorporated in Illinois
(Not subject to Y-10 reporting ) Code 91 CE - Liquidation Of debts previously contracted
The branch and lax-kl flStings were emailed to branch revieW on 223115
3 (1) As ofyear-end
Name and Address
Trident SBI Holdings lP Greeffilidl CT
Robert E Gallagher Sr Trust John D Gallagher Trustee Palos Heights IL
The Gallagher Standard Bancshares TR Timolhy J GaJagheuror Trustee Hickory Hitls IL
Pantheon Standard LP San Francisco CA
CohesVe Capital Parners LP New York NY W Capital Partners II LP NewYork NY
Couritrlt of Citizenship or lncorooratlon Number and Percentage Of Voting Serurtties
USA 5662194- 1483
USA 5516086 - 1444
USA 4382666 - 1 t47
USA 3762128-985
USA 2 150537 - S63
USA 2 150537 - 563
Note llle shares in the Robert E Gallagher Sr Tr are voted on by John D Gallagher Director of Standard Bank Tue shares Jn the Gallager Standard Bancshares Tr are voted on by Timolhy J Gallagher Director of Standard Bank
3 (2) OtherSharehofors oat listed in Section 3 (1) above that held more than 5 during the year
None
Resuhs A Ilse of branches forvour holdln1 company STANDARD 8ANCSHARES INC (1245590) or HICKORY HILLS IL
The d1ta are n of 12312014 Data re II Kb information tlat wu received aod processed throuah 01072015
Rconcill1Uon and Vc1Uon St I DI 1 In the DIH Action column of each br111Ch row enter one or mort of the actioru specified below
2 If required enter the date In the Ettcttve Olte column
-OK tf the bnch Information s correct enter OK in the Oita AdJon column
Chi nee If the bndl Information Is Incorrect Of Incomplete revt the data enter Chance In the Dita Action column ind the d11te when this infOfmation first became v1lid In the Effective Ote column
am If a bnch listed was sold or clowd enterOose In tht Dita Action column and the s1e or dosured11te In the EtfectW Olte colurm
Olete If a bru1eh listed wu never owntd by this depository Institution enter Delete In the Oeta Acckgtn column
Add If a rt portable brtinch Is mlsslna lnStrt a row add the branch data ald entu Add In the Olt1 Action column and the opening or acquisition date In the Effecttve Date column
If prntln1 this list you m1y need to adjust your page Utup In MS E11ce1 Try using landscape orientation page sollria andor legal sized paper
Submlnion PfOOtdurbull When you ire finished send a saved copy to vour FRB contact Su the detailed lnlttldlons on this si for more informatlon
II voY are mailinamp this to your FRB conttct put your lnstitutlon name dty and state In the subjact llrie of the e-nWI
Note To satisfy the FR Y-10 reportln1 requirements YoU must tiho submit FR Y-10 Domestic Branth Schedules for each branch with a Data Actlon of Olan1e Close Delete or Add
Thbull FR Y-10 report may be submitted 1n a hardcopy format or 11ia the FR Ymiddot10 OnH11e application middot httpsylOonllnefederalrerve1ov
bull FDtC UNINUM Office Number and ID_RSSO co1unvu ara for reference only Verification of these values is not required
- - 8nch Suvlce Type Branch 10 RSSO ia- terNeme Street Address City
ok FuUServltefHud Officel 19730 STAN OARD BANK ANO TRUST COMPANY 7800 WEST 9STH STREET HICKORY HILLS
ok Full Service 3202168 BOLINGBROOK BRANCH 282 NORTH WEBER ROAD BOLINGBROOK
ok Limited Strvce 4126065 CALUMET CITY 1968 SIBLEY BOULEVARD CALUMET CITY
FullSetvke 3309928 CLARK STREET 8RANOi 3747 NORnt CLARK STREET atlCAGO
ok FullServiett 474339 EWING BRANOf 10635 SOUTH EWING AVENUE CHICAGO
ok Full Servtce 2079925 HEGWISCH BRANCH 13336 SOUTH BALTIMORE AVENUE CHICAGO
ok limited Se-rvke 20817)5 SOUnt DERRING FACILITY 10535 SOVTH TORRENCE AVENUE CHICAGO
Full Service 4099271 THOREK BRANOi 836 WEST IRVING PARK ROAD OUCAGO
ok Full Service 2121280 COAL CITY BRANot 20 SOUTH KANKAKEE COAlCITY
full Service 2809038 EVERGREEN PARK BRANCH 2400 WEST 95TH STREET EVUtGREEN PARK
ok Full Service 3188909 FRANKFORT BRANCH 19997 LA GRANGE ROAD FRANKFORT
Full5etvice 810436 CiARONERBRANCJ1 118 DEPOT STREET GARDNER
ok FultSrvlct 3188897 JOLIET ampRANCJ1 2398 ESSINGTON ROAO JOLIET
Full Service 3439553 LOClCPORT BRANCH 16545 WEST 159TH STREET LOCKPORT
ok Full Service 290931 LYONSlST AVENUE BRANCH 8601 OGDEN AVENUE LYONS
ok Full Service 3671504 MINOOKA BRANCH 515 WESTUS ROUTE 6 MINOOKA
ok LlmltcServfce 2111338 MOAAIS LISBON BRANCH 1433 USBON STREET MORRIS
ok Full Servkt 2809010 MORRIS ROUTE 6 BRANCH 1111 WEST US ROUTpound 6 MORRIS
Ful1 Servlct 2809047 NAPERVILLE BRANCH 1607 NORTH AURORA ROAD NAPERVILLE
ok full 5ervfce 2809056 NEW LENOX BRANCH 456 NELSON ROAD NEW LENOX
Full sMce 2103129 OAK FOREST BRANOf 15901 SOUTH CENTRAL AVENUE OAX FOREST
ok Full SeMct 3490255 OAK LAWN lllTH BRANOf 4700 WEST 111TH STREET OAK LAWN
ok Full Sfrvlce 2096717 OAK LAWN 95TH BRANCH 4001 WEST 95TH STREET OAK LAWN
ok Full Service 2295538 ORLAND PARK BRANCH lSCXJO SOUTH WOLF ROAD ORLAND PARt
State VpCode
IL 60457
IL 60440
IL 60409
IL E06H
IL 00617
IL 0063
IL 00617
IL 60613
IL 60416
IL 60805
IL 6042
IL 60424
IL 60435
IL 60441
IL 60534
I L 60447
IL 60450
IL 60450
IL 60563
IL 60451
IL 60452
IL 60453
IL 60453
IL 60467
County CawN FDICUNINUM Offb Numberbull Haad otfice Head Office 10 RSSD Comments
COOK UNITEO STATES 10748 0 STANOARO BANK ANO TRUST COMPANY 19730
Will UN ITED STATES 419532 34 STANDARD BANK ANO TRUST COMPANY 19730
COOK UNITED STATES 510611 44 STANDARD BANK AND TRUST COMPANY 19730
COOK UNITpound0 STATES 429662 35 STANDARD BANK ANO TRUST COMPANY 19730
COOK UNITED STATES 12089 18 STANDARD BANK AND TRUST COMPANY 73ltgt
COOK UNITED STATES 244100 20 STANDARD BANK ANO TRUST COMPANY 19730
COOK UNITED STATES 244099 19 STANDARD BANK ANO TRUST COMPANY 19730
COOK UNITED STATpoundS 510612 4S STANDARD BANKANDTRUSTCOMPANV 1973ltgt
GRUNDY UNITED STATES 263852 17 STANDARD SANK AND TRUST COMPANY 730
COOK UNITED STATES 13875 4 STAN OARD BANK AND TRUST COMPANY 19730
Will UNITED STATES 357237 15 STAN OARD BANK AND TRUST COMPANY 19730
GRUNDY UNITED STATES 7234 1 STAN DARO BANK ANO TRUST COMPANY 19730
Will UNITED STATES 238ASA 13 STANDARD BANK ANO TRUST COMPANY 19730
Will UNlTEO STATES 450324 38 STAN OARD BANK AND TRUST COMPANY 19730
COOK UNITED STATES 10912 22 STANDARD BANK ANO TRUST COMPANY 19730
GRUNDY UNITED STATES 465426 42 STANDARD BANK AND TRUST COMPANY 1973ltgt
GRUNDY UNITED STATES 266774 16 STANDARD BANK ANO TRUST COMPANY 1730
GRUNDY UNITED STATES 2243S6 10 STANDARD BANK AND TRUST COMPANY 19730
OU PAGE UNITED STATES 238451 6 STANDARD BANK ANO TRUST COMPANY 19730
Will UNITED STATpoundS 238452 11 STAN OARD BANK ANO TRUST COMPANY 19730
COOK UNTED STATES 244101 21 STANDARD BANK AND TRUST COMPANY 19730
COOK UNITED STATES 441863 36 STANDARD BANK AND TRUST COMPANY 19730
COOK UNITED STATES 238447 1 STANDARD BANK AND TRUST COMPANY 19730
COOK UNITED STATES 238450 5 STANDARD BANt AND TRUST COMPANY 19730
ok Fullrvke 2100379 PALOS 11HH BfANOl 11901 SOUTHWEST HIGHWAY PALOSPARIC ll 00464 COOK UNITED STATES 238448 2 STAN DARO BANK AND TRUST COMPANY 19730
ok rulSltVice 2427544 PALOS lllST BRANCH 9700WEST lllST STREET PALOS PARK ll 00464 COOK UNlTEOSTATES 238449 3 STAN DARO BANK AND TRUST COMPANY 19730
ot llmtedSrvke 3490273 NORTH RIVERSIDE BRANCH BJSOWEST CERMAK ROAD RlvtRSlDE ll COOK UNITED STATES 441864 37 STANDARD BANK AND TRUST COMPANY 19730
ot FuLServke 3202171 SHOREWOOD BRANOl 970 BROOK FOREST AVENUE SHOREWOOD It - t UNITED STATES 419531 33 STANDARD BANICANDTRUSTCOMPANY 19730
ok FulSrvlee 3188918 VILLA PARK BfWIOi 1 WESrRoostVrlTROAD VlltAPARIC It 50181 OUPAGE UNITED STATES 238455 14 STANDARDBANKANDTRUSTCOMPANY 19730
ok FulSrvke WllMINGTON BRANCH lOOSSOUTH WATER STREET WILMINGTON It 004 lt UNITED STATES 238453 12 STANDARD BANK AND TRUST COMPANY 19730
ok Fulfrvk 3197031 CHESTERTON BRANCH middot 755 JNDIAN BOUNDARY ROAD OIESTERTON IN PORTER UNITEDSTAlES 275664 32 STANDARD BANK AND TRUST COMPANY 19730
ok ruUrvic 2161D17 EASTCHCAGO BRANCH 4518 lNOANAPOUS BOULEVARD EAST CHICAGO IN 46312 lAKE UNITEDSTAlES 29 STANDARDSANKANDTRUSTCOMPANY 19730
ok Fulrvk 4913n HAMMOND BRANCH 1007 CALUMET AVENUE HAMMOND IN 46324 AKE UNITEDSTAlES 42227 30 STANDARD BANK AND TRUST COMPANY 19730
Fulrvlc 2161D3S HIGHtAND BRANCH 2930 RIDGE ROAD HIGHLAND IN 46322 UNITEOSTAlES 275659 27 STANDARD BANK AND lRUST COMP AN I 19730
ot Futtsrvke 2161044 LOWHl BRANCH 2090 EAST COMMERICALAVENUE LOWELL IN 463Sfgt21r AKE ONITEDSTAlES 275661 28 STANDARD BANK ANDTRUSTCOMPANI 19730
ok Full Srvlce 3439562 MERRlllVlllE BRANCH 579WESTUNCOlN HIGHWAY MERRlllVlllE IN 46410 AKE ONlEO STATES 450325 39 STANDARD BANK AND TRUST COMPANI 19730
ok Full Srvice 453712 SAINT JOHN BRANCH 9321 WICKER AVENUE SAINT JOHN IN 46373middot00 AKE ONtlEDSTATES 42414 26 STANDARD BANK AND rnusr COMPANY 19730
middot
Report ttem 4 Directors and Office (1) Name amp Address
J-Ohn R Barber New York NY
Christopher Doody Ne-vYork NY
1pound1 Pnncipal Occupation [rtmiddotrmiddotwittl BHC
Mariaging Partner eohesiVe ea pita I
Princlpal Storm Point Capital
(3) (bull) TrtiePosition with BHC Diredor
Director
FORM FR Y-9
STANDARD BANCSHARES INC Fiscal YearEnding Decttmber3112014
(3) lb) ltlePosition wffi1 Subsidiaries
NIA
NIA
(3) (c TrtlePosltlon wttn otherbuslne$es
Managtng Partner Cohesive Capital
Principal Stone Point Ciipitit
bull Stone Point ls the manager of the TriOOnt funds which are investment entities that own 25 or morn of the outstanding voting seairities orinlerests in various companles Mr Doody ls an ernployee and officer of Stone Point and is oo deemed to contror S1oria Point or the Trldent Funds He is not a principal securities holder of Stone Point or the Trident Funds The invstmenl committees of the Trident Funds are responsible for voting the shares or such companies and Mr Doody is not a member of the investment committees of the Trident Fonds A sctiedule of such companies in which U1e Trident funds hnve invested is available upon request
John o Gallagher Ortand Park IL
Managing Genera[ Partner OfdlarU Hill Bldg Co
Director Dior-standarU Bank
Managin9 GenerBi Partner Orchard HlllmiddotB1dg Co President Ordiard Hm Building Co Inc
Managing Member Qnhard Hill Construction LLC
Managing Membelt Austin Construction Co bull LLC
Presdenl Bougton Development Co
President ennStructildeg Co lnc
Prestdenl middot Farmingdare Development eomiddot
middotana9in middotRa -middot middot fariTijngdre _Mittwo middot
Pldciit_ _ Fam1r9dale Utilify Co_
Managing Partner Frtz91erald Lad lnvestment Ptshp
(4) a) 1w of Voting Shares in BHC
563
middot1483
14450
(4)(o) (4) (b) Names of othfr companitts 4 of Voting (if 25 ormorl voting Shares in Subs securities a held
NIA
NIA
NIA
NIA
NIA
NIA
NIA
NIA
NIA
NIA
Dryden Cons1rudioo Co Inc 100
NIA
NIA
NIA
Frtzgerald Land Investment Plshp 25
(1) Name amp Mdlt=
John D Gallagher CJriand Pru IL
(2) Principal rbull _ BHC1
(3) (b) TdfePosition wiU1 SubsXfiarics
(J)(c TrtiePttSition wTUi other buslncssts
Trustee-Vote 100 Galla171ormiddot Henr)Tnisl
- Gallagher amp Henry Inc
Prumlaquo GaDaQhef Parloecs LP GB4 Jnc
Managing Partner Gl6mwod DevelopmElnt Co
Managmjl farlnelt Heruy Co Managmo Hermann Umd Investment Ptshp
Managing- Kolarlrugtd I lgthp Preltldeot Kokast -kimes Inc
PreSdenl Coo$trixtioo middotmiddot nc
- -MiAdams 400 Investment Ptshp
Msoagir(Q Partner Meifefl1 id lnpoundiiini _Pthp Managing Partner sr middotGod 1nVeslmoo Pbhp Managiog Partnef
-LampftPtshp TruSt6e
ThOGalfaghmiddotorSliujiini middot Trust
(4) (bull) of Voting Shares in BHC
(4) (b) of Voting Shares In SUbs
Names of other companies frf 25 degmom voting securiDes arn heJd NIA
NIA
NIA
NIA
NIA
NIA
NIA
Hennarm Lnnd Investment Ptshp 25
K6irland lovStrnerrlPiStip 25 NIA
NIA
NIA
Laod lNeStrnloi PlShp 25
df1li3 lfjJrlvtrpnt PWiP 25
Land l hp 25
e(Lao1fl PtShp 25_-xmiddotmiddot middot
standard tWesTrust 25 middot
(1) Name amp Address
Tnnothy J GsJlaghet Burr Ridge IL
(2) Principal Occupation [d other than with BHC)
(J) (a) TrltePosifion wtth BHC
(3)(b) TdiePosffion wittl Subskfcuies
OlaHrnan of the Board
(J) (c) TitlePosition with other businees
PreOOeot Brittany Glen Homeownoc l=gtc Suffield Woods Homeowner Assoc FanntngdaJe Viage Com Assoc fumlogdale Vdlage Com Assoc 2 Misty Meadoyenr Homeowner Assoc 1ltings1on Hills liomeOMler Assoc Gallagheramp Henrys Condos Goodiogs Grove Assoc Ganaghcr amp Heruys Goocfings Grove Umbretia Assoc Farmingdale Vil Cooos of Woodridge Homeowner Assoc Radc5ffe rtMe TOvlfflhomes Assoc
BNC OWnefs Assodatioo
Boughton Woodward Commenial Center LLC su-lgle MembeltUC- GB4 i5 member
Union Poirrte Investors Uc Sing1e MemberlLC- Union PcWe Oevclopmeot Co b member
Uoion POOte Buadlog Venture 1lLC Union 00rt lnvestorn LlC ts member Union Pofrrte Buikfing Venlilre 112 LLC Unton Point nveslor lLC is member
Union Pointe Boikfing Venture 3 LLC Union Poinl lnveslors UC is member
standgtnJ Bank -ALm1 Construction Co LlC
Pminlaquo Frtzyerald Lnnd Investment Pbttp
(lt)(bull) ofVotlng Shares in BHC
11520
(4) (b) ofVotiog Shares in Subs
NIA
Names of other companies (If 25 or l1XgtflJ voting securities aro held
NIA NIA NIA NIA NIA NIA NIA WA NIA NIA NIA
WA
NIA
WA
WA
NIA
NIA
WA
NIA
NIA
NIA
WA
WA
(1) =
Timothy J GJJbghctshyBorr Ridge IL
(2) Principal (if oUJef than wtth BHC)
3 (a) TitlePosition wilh BHC (3) 1c) Trtielosilion with other businesses ampcretuy amp Henry Inc
_ GieoMXgtd Developmeot Co
Partner Hermann Land Investment Pt5hp KOOr land Investment Ptstip
Secret3y Kolcast Homes loo
__ Koamp Construction Co Inc
Secrebgty Ordnrd Hin Buikfing Co Inc
Pa1nelt srrvb land 1ovestrnent Pshp -Smotelt Land Investment Ptshp Trustee- Vote 100 The Gollagher stmdafd
Trust
-- uruoo Pointe Development Co
lt4)(a) ofVotiog Shares in BHC
(4) (b) of Voting Shares In Sobs
tfamos of othcreomnk (lf25 ormoro vo6ng sccuritios arc held
NIA
NIA
NIA
Hennano Land Investment Ptshp 25
Kolar land Investment Pshp 25
NIA
NIA
NIA
Maas Land Investment Ptshp 25
McAdams Iand lnv=tmeni Plshp 25
Medema land lnvestme111 Ptshp 25
NIA
NIA
NIA
Slivka land Investment Plshp 25
SmoterUmd I Ptshp 25
Unkio Pointe Devdopmcot Co 25
(11 (21 Pl (a) 3 (b) 3) c) 4 (a) (4)b) Names of othelt com pan Name amp Adqross princi Occupation TJdcPositiorl TJHePositiorl TrticPosIDon of Voting of Voting [If 25 or mon voting
(if other than with Bl tc) wtth SHC with Subsidiaries with other businesses Shares In BHC Shares in Subs securities are heJd
Timothy J GaUagilet Slaquoretmy GB4 Inc SurRXgeIL GB4 lnc 251
Uoioo Polnte Bonding Venture 3 UC NIA Uoiont PoCnt lnves1ocs LLC is member
Lawraooe P Kelley NIA DirododVJCO Chaifman Oamp-edooVlce Chairman NIA 023lt))1 NIA NIA Pltullt IL PreraquoleoUCEO -0-0
standam Bank
Atampief Ko-arldt NIA DirodOlt Dirodoc NIA 0140 NIA NIA 1-fmsdak ll -
Howrd K Priess JI - deg Dirodoc Solo Pradiltgtoelt 0140 NIA NIA NapeMe IL Standard Bank
Owner White Oak Construction LlC Wh4te Oak Construction LLC 100
Robert A RoslKWt NIA Lead ndepcodeot Director oltedoc NIA D140( NIA NIA QOCago u standanl Bank
Charles E Shomo rv NIA deg Ciredor NIA 013lfI( NIA NIA Bur Ridgo IL standam Bank
Patrick J Hunt NIA _ Executive VPCFO NIA 008 NIA NIA Palos Heights IL EVPCfO standanl Bank
deg Scoltzu NIA Asst VPJAssl Asst VPAsst Secy NIA 00CXgt1 NIA NIA
Everyreen Park IL Sea-- SiandagtO Bank
STANDARD BANCSHARES I NC AND SUBSIDIARI ES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (in thousands except share data)
Note 22 - Condensed Financial Statements
The Company was incorporated in I l linois on February 23 1 982 The Company accounts for its investment in subsidiaries under the equity method Under this method the investment is recorded at cost adjusted for the subsidiaries undistributed net income (loss) Presented below are the condensed financial statements of Standard Bancshares I nc (Parent Company Only)
Assets Cash Investment in subsidiaries Other assets
Total assets
CONDENSED BALANCE SH EETS DECEMBER 31 2014 AND 2013
Liabilities and shareholders equity Other liabilities Total stockholders equity
Total liabilities amp stockholders equity
2014 $ 4 163
264242 328
$268733
$ 2685 266048
$268733
CON DENSED STATEMENTS O F I N COME YEARS ENDED D ECEMBER 31 201 4 201 3 AND 201 2
2014 I ncome
Other income $
Expenses 2909 Loss before income taxes and equity in undistributed
earnings of subsidiaries (2909) Income tax benefit 88
Loss before equity in undistributed earnings of subsidiaries (2821)
Equity in undistributed earnings (loss) of subsidiaries 1 7 1 1 5
Net income (loss) 1 4294 Preferred dividends and discount accretion on preferred shares
Net income (loss) applicable to common shareholders $1 4294
48
201 3 $ 2 1 95
248 090 1 944
$252229
$ 322 251 907
$252229
201 3 201 2
$ $ 1
1 747 8539
(1 747) (8538) 291 1 0 1 7
(1 456) (7521) 9 629 (23241) 8 173 (30762) 1 1 24 4090
$ 7049 $(34852)
STAN DARD BANCSHARES INC AND SUBSIDIARIES
NOTES TO CONSOLIDATED FI NANCIAL STATEMENTS (in thousands except share data)
Note 22 - Condensed Financial Statements (Continued)
CONDENSE D STATEMENTS OF CASH FLOWS YEARS ENDED DECEMBER 31 2014 201 3 AND 201 2
Cash flows from operating activities Net income (loss)
Adjustments Equity in undistributed net (income) loss of subsidiaries Amortization Stock based compensation expense ( Increase) decrease in other assets Increase (decrease) in other liabilities
Net cash provided by (used in) operating activities Cash flows from financing activities
Issuance of common stock net of issuance costs Capital contribution to Standard Bank Repayment of note payable Cash Dividends
N et cash provided by financing activities
Net increase (decrease) in cash
Cash - beginning of year
Cash - end of year middot
Supplemental schedule of non-cash financing activities Change in par value on common stock Exchange of preferred stock to common stock
49
2014
$ 1 4294
( 17 1 1 5) 28
782 1 616 2363 1 968
1 968
2 1 95
$ 4 163
$ $
201 3
$ 8 1 73
(9629) 29
441 1 872
(4273) (3387)
68598 (41 500) ( 16 1 00)
(6026) 4972
1 585
6 1 0
$ 2 1 95
$ 4277 $63000
201 2
$(30762)
23241 6 1 67
( 1908) 2 043
( 1 2 1 9)
( 1 2 1 9)
1 829
$ 6 1 0
$ $
FORM FR Y-6
STANDARD BANCSHARES INC
Hickory Hills Illinois Year Ending Dccember31 2014
REPORT ITEM
1 The BHC Is not registered with the SEC Coples of the Annual Report Nil be sent undersepirate cover when completed
2a Organization Chart fo Standard BallCShares Inc
I THE BOULEVARD INC
SL John Indiana 100
JnCQrporated in Indiana
2b Branch Verification
STANDARD BANCSHARES INC Hickory Hills Illinois Jncorporateltl In Illinois
STANDARD BANKAND TRUST COMPANY Hickory Hills llllnois
Incorporated In lllnols 100
I STANDARD REDEVELOPMENT INC
Hickory Hills Illinois 100
Incorporated in Illinois
(Not subject to Y-10 reporting ) Code 91 CE - Liquidation Of debts previously contracted
The branch and lax-kl flStings were emailed to branch revieW on 223115
3 (1) As ofyear-end
Name and Address
Trident SBI Holdings lP Greeffilidl CT
Robert E Gallagher Sr Trust John D Gallagher Trustee Palos Heights IL
The Gallagher Standard Bancshares TR Timolhy J GaJagheuror Trustee Hickory Hitls IL
Pantheon Standard LP San Francisco CA
CohesVe Capital Parners LP New York NY W Capital Partners II LP NewYork NY
Couritrlt of Citizenship or lncorooratlon Number and Percentage Of Voting Serurtties
USA 5662194- 1483
USA 5516086 - 1444
USA 4382666 - 1 t47
USA 3762128-985
USA 2 150537 - S63
USA 2 150537 - 563
Note llle shares in the Robert E Gallagher Sr Tr are voted on by John D Gallagher Director of Standard Bank Tue shares Jn the Gallager Standard Bancshares Tr are voted on by Timolhy J Gallagher Director of Standard Bank
3 (2) OtherSharehofors oat listed in Section 3 (1) above that held more than 5 during the year
None
Resuhs A Ilse of branches forvour holdln1 company STANDARD 8ANCSHARES INC (1245590) or HICKORY HILLS IL
The d1ta are n of 12312014 Data re II Kb information tlat wu received aod processed throuah 01072015
Rconcill1Uon and Vc1Uon St I DI 1 In the DIH Action column of each br111Ch row enter one or mort of the actioru specified below
2 If required enter the date In the Ettcttve Olte column
-OK tf the bnch Information s correct enter OK in the Oita AdJon column
Chi nee If the bndl Information Is Incorrect Of Incomplete revt the data enter Chance In the Dita Action column ind the d11te when this infOfmation first became v1lid In the Effective Ote column
am If a bnch listed was sold or clowd enterOose In tht Dita Action column and the s1e or dosured11te In the EtfectW Olte colurm
Olete If a bru1eh listed wu never owntd by this depository Institution enter Delete In the Oeta Acckgtn column
Add If a rt portable brtinch Is mlsslna lnStrt a row add the branch data ald entu Add In the Olt1 Action column and the opening or acquisition date In the Effecttve Date column
If prntln1 this list you m1y need to adjust your page Utup In MS E11ce1 Try using landscape orientation page sollria andor legal sized paper
Submlnion PfOOtdurbull When you ire finished send a saved copy to vour FRB contact Su the detailed lnlttldlons on this si for more informatlon
II voY are mailinamp this to your FRB conttct put your lnstitutlon name dty and state In the subjact llrie of the e-nWI
Note To satisfy the FR Y-10 reportln1 requirements YoU must tiho submit FR Y-10 Domestic Branth Schedules for each branch with a Data Actlon of Olan1e Close Delete or Add
Thbull FR Y-10 report may be submitted 1n a hardcopy format or 11ia the FR Ymiddot10 OnH11e application middot httpsylOonllnefederalrerve1ov
bull FDtC UNINUM Office Number and ID_RSSO co1unvu ara for reference only Verification of these values is not required
- - 8nch Suvlce Type Branch 10 RSSO ia- terNeme Street Address City
ok FuUServltefHud Officel 19730 STAN OARD BANK ANO TRUST COMPANY 7800 WEST 9STH STREET HICKORY HILLS
ok Full Service 3202168 BOLINGBROOK BRANCH 282 NORTH WEBER ROAD BOLINGBROOK
ok Limited Strvce 4126065 CALUMET CITY 1968 SIBLEY BOULEVARD CALUMET CITY
FullSetvke 3309928 CLARK STREET 8RANOi 3747 NORnt CLARK STREET atlCAGO
ok FullServiett 474339 EWING BRANOf 10635 SOUTH EWING AVENUE CHICAGO
ok Full Servtce 2079925 HEGWISCH BRANCH 13336 SOUTH BALTIMORE AVENUE CHICAGO
ok limited Se-rvke 20817)5 SOUnt DERRING FACILITY 10535 SOVTH TORRENCE AVENUE CHICAGO
Full Service 4099271 THOREK BRANOi 836 WEST IRVING PARK ROAD OUCAGO
ok Full Service 2121280 COAL CITY BRANot 20 SOUTH KANKAKEE COAlCITY
full Service 2809038 EVERGREEN PARK BRANCH 2400 WEST 95TH STREET EVUtGREEN PARK
ok Full Service 3188909 FRANKFORT BRANCH 19997 LA GRANGE ROAD FRANKFORT
Full5etvice 810436 CiARONERBRANCJ1 118 DEPOT STREET GARDNER
ok FultSrvlct 3188897 JOLIET ampRANCJ1 2398 ESSINGTON ROAO JOLIET
Full Service 3439553 LOClCPORT BRANCH 16545 WEST 159TH STREET LOCKPORT
ok Full Service 290931 LYONSlST AVENUE BRANCH 8601 OGDEN AVENUE LYONS
ok Full Service 3671504 MINOOKA BRANCH 515 WESTUS ROUTE 6 MINOOKA
ok LlmltcServfce 2111338 MOAAIS LISBON BRANCH 1433 USBON STREET MORRIS
ok Full Servkt 2809010 MORRIS ROUTE 6 BRANCH 1111 WEST US ROUTpound 6 MORRIS
Ful1 Servlct 2809047 NAPERVILLE BRANCH 1607 NORTH AURORA ROAD NAPERVILLE
ok full 5ervfce 2809056 NEW LENOX BRANCH 456 NELSON ROAD NEW LENOX
Full sMce 2103129 OAK FOREST BRANOf 15901 SOUTH CENTRAL AVENUE OAX FOREST
ok Full SeMct 3490255 OAK LAWN lllTH BRANOf 4700 WEST 111TH STREET OAK LAWN
ok Full Sfrvlce 2096717 OAK LAWN 95TH BRANCH 4001 WEST 95TH STREET OAK LAWN
ok Full Service 2295538 ORLAND PARK BRANCH lSCXJO SOUTH WOLF ROAD ORLAND PARt
State VpCode
IL 60457
IL 60440
IL 60409
IL E06H
IL 00617
IL 0063
IL 00617
IL 60613
IL 60416
IL 60805
IL 6042
IL 60424
IL 60435
IL 60441
IL 60534
I L 60447
IL 60450
IL 60450
IL 60563
IL 60451
IL 60452
IL 60453
IL 60453
IL 60467
County CawN FDICUNINUM Offb Numberbull Haad otfice Head Office 10 RSSD Comments
COOK UNITEO STATES 10748 0 STANOARO BANK ANO TRUST COMPANY 19730
Will UN ITED STATES 419532 34 STANDARD BANK ANO TRUST COMPANY 19730
COOK UNITED STATES 510611 44 STANDARD BANK AND TRUST COMPANY 19730
COOK UNITpound0 STATES 429662 35 STANDARD BANK ANO TRUST COMPANY 19730
COOK UNITED STATES 12089 18 STANDARD BANK AND TRUST COMPANY 73ltgt
COOK UNITED STATES 244100 20 STANDARD BANK ANO TRUST COMPANY 19730
COOK UNITED STATES 244099 19 STANDARD BANK ANO TRUST COMPANY 19730
COOK UNITED STATpoundS 510612 4S STANDARD BANKANDTRUSTCOMPANV 1973ltgt
GRUNDY UNITED STATES 263852 17 STANDARD SANK AND TRUST COMPANY 730
COOK UNITED STATES 13875 4 STAN OARD BANK AND TRUST COMPANY 19730
Will UNITED STATES 357237 15 STAN OARD BANK AND TRUST COMPANY 19730
GRUNDY UNITED STATES 7234 1 STAN DARO BANK ANO TRUST COMPANY 19730
Will UNITED STATES 238ASA 13 STANDARD BANK ANO TRUST COMPANY 19730
Will UNlTEO STATES 450324 38 STAN OARD BANK AND TRUST COMPANY 19730
COOK UNITED STATES 10912 22 STANDARD BANK ANO TRUST COMPANY 19730
GRUNDY UNITED STATES 465426 42 STANDARD BANK AND TRUST COMPANY 1973ltgt
GRUNDY UNITED STATES 266774 16 STANDARD BANK ANO TRUST COMPANY 1730
GRUNDY UNITED STATES 2243S6 10 STANDARD BANK AND TRUST COMPANY 19730
OU PAGE UNITED STATES 238451 6 STANDARD BANK ANO TRUST COMPANY 19730
Will UNITED STATpoundS 238452 11 STAN OARD BANK ANO TRUST COMPANY 19730
COOK UNTED STATES 244101 21 STANDARD BANK AND TRUST COMPANY 19730
COOK UNITED STATES 441863 36 STANDARD BANK AND TRUST COMPANY 19730
COOK UNITED STATES 238447 1 STANDARD BANK AND TRUST COMPANY 19730
COOK UNITED STATES 238450 5 STANDARD BANt AND TRUST COMPANY 19730
ok Fullrvke 2100379 PALOS 11HH BfANOl 11901 SOUTHWEST HIGHWAY PALOSPARIC ll 00464 COOK UNITED STATES 238448 2 STAN DARO BANK AND TRUST COMPANY 19730
ok rulSltVice 2427544 PALOS lllST BRANCH 9700WEST lllST STREET PALOS PARK ll 00464 COOK UNlTEOSTATES 238449 3 STAN DARO BANK AND TRUST COMPANY 19730
ot llmtedSrvke 3490273 NORTH RIVERSIDE BRANCH BJSOWEST CERMAK ROAD RlvtRSlDE ll COOK UNITED STATES 441864 37 STANDARD BANK AND TRUST COMPANY 19730
ot FuLServke 3202171 SHOREWOOD BRANOl 970 BROOK FOREST AVENUE SHOREWOOD It - t UNITED STATES 419531 33 STANDARD BANICANDTRUSTCOMPANY 19730
ok FulSrvlee 3188918 VILLA PARK BfWIOi 1 WESrRoostVrlTROAD VlltAPARIC It 50181 OUPAGE UNITED STATES 238455 14 STANDARDBANKANDTRUSTCOMPANY 19730
ok FulSrvke WllMINGTON BRANCH lOOSSOUTH WATER STREET WILMINGTON It 004 lt UNITED STATES 238453 12 STANDARD BANK AND TRUST COMPANY 19730
ok Fulfrvk 3197031 CHESTERTON BRANCH middot 755 JNDIAN BOUNDARY ROAD OIESTERTON IN PORTER UNITEDSTAlES 275664 32 STANDARD BANK AND TRUST COMPANY 19730
ok ruUrvic 2161D17 EASTCHCAGO BRANCH 4518 lNOANAPOUS BOULEVARD EAST CHICAGO IN 46312 lAKE UNITEDSTAlES 29 STANDARDSANKANDTRUSTCOMPANY 19730
ok Fulrvk 4913n HAMMOND BRANCH 1007 CALUMET AVENUE HAMMOND IN 46324 AKE UNITEDSTAlES 42227 30 STANDARD BANK AND TRUST COMPANY 19730
Fulrvlc 2161D3S HIGHtAND BRANCH 2930 RIDGE ROAD HIGHLAND IN 46322 UNITEOSTAlES 275659 27 STANDARD BANK AND lRUST COMP AN I 19730
ot Futtsrvke 2161044 LOWHl BRANCH 2090 EAST COMMERICALAVENUE LOWELL IN 463Sfgt21r AKE ONITEDSTAlES 275661 28 STANDARD BANK ANDTRUSTCOMPANI 19730
ok Full Srvlce 3439562 MERRlllVlllE BRANCH 579WESTUNCOlN HIGHWAY MERRlllVlllE IN 46410 AKE ONlEO STATES 450325 39 STANDARD BANK AND TRUST COMPANI 19730
ok Full Srvice 453712 SAINT JOHN BRANCH 9321 WICKER AVENUE SAINT JOHN IN 46373middot00 AKE ONtlEDSTATES 42414 26 STANDARD BANK AND rnusr COMPANY 19730
middot
Report ttem 4 Directors and Office (1) Name amp Address
J-Ohn R Barber New York NY
Christopher Doody Ne-vYork NY
1pound1 Pnncipal Occupation [rtmiddotrmiddotwittl BHC
Mariaging Partner eohesiVe ea pita I
Princlpal Storm Point Capital
(3) (bull) TrtiePosition with BHC Diredor
Director
FORM FR Y-9
STANDARD BANCSHARES INC Fiscal YearEnding Decttmber3112014
(3) lb) ltlePosition wffi1 Subsidiaries
NIA
NIA
(3) (c TrtlePosltlon wttn otherbuslne$es
Managtng Partner Cohesive Capital
Principal Stone Point Ciipitit
bull Stone Point ls the manager of the TriOOnt funds which are investment entities that own 25 or morn of the outstanding voting seairities orinlerests in various companles Mr Doody ls an ernployee and officer of Stone Point and is oo deemed to contror S1oria Point or the Trldent Funds He is not a principal securities holder of Stone Point or the Trident Funds The invstmenl committees of the Trident Funds are responsible for voting the shares or such companies and Mr Doody is not a member of the investment committees of the Trident Fonds A sctiedule of such companies in which U1e Trident funds hnve invested is available upon request
John o Gallagher Ortand Park IL
Managing Genera[ Partner OfdlarU Hill Bldg Co
Director Dior-standarU Bank
Managin9 GenerBi Partner Orchard HlllmiddotB1dg Co President Ordiard Hm Building Co Inc
Managing Member Qnhard Hill Construction LLC
Managing Membelt Austin Construction Co bull LLC
Presdenl Bougton Development Co
President ennStructildeg Co lnc
Prestdenl middot Farmingdare Development eomiddot
middotana9in middotRa -middot middot fariTijngdre _Mittwo middot
Pldciit_ _ Fam1r9dale Utilify Co_
Managing Partner Frtz91erald Lad lnvestment Ptshp
(4) a) 1w of Voting Shares in BHC
563
middot1483
14450
(4)(o) (4) (b) Names of othfr companitts 4 of Voting (if 25 ormorl voting Shares in Subs securities a held
NIA
NIA
NIA
NIA
NIA
NIA
NIA
NIA
NIA
NIA
Dryden Cons1rudioo Co Inc 100
NIA
NIA
NIA
Frtzgerald Land Investment Plshp 25
(1) Name amp Mdlt=
John D Gallagher CJriand Pru IL
(2) Principal rbull _ BHC1
(3) (b) TdfePosition wiU1 SubsXfiarics
(J)(c TrtiePttSition wTUi other buslncssts
Trustee-Vote 100 Galla171ormiddot Henr)Tnisl
- Gallagher amp Henry Inc
Prumlaquo GaDaQhef Parloecs LP GB4 Jnc
Managing Partner Gl6mwod DevelopmElnt Co
Managmjl farlnelt Heruy Co Managmo Hermann Umd Investment Ptshp
Managing- Kolarlrugtd I lgthp Preltldeot Kokast -kimes Inc
PreSdenl Coo$trixtioo middotmiddot nc
- -MiAdams 400 Investment Ptshp
Msoagir(Q Partner Meifefl1 id lnpoundiiini _Pthp Managing Partner sr middotGod 1nVeslmoo Pbhp Managiog Partnef
-LampftPtshp TruSt6e
ThOGalfaghmiddotorSliujiini middot Trust
(4) (bull) of Voting Shares in BHC
(4) (b) of Voting Shares In SUbs
Names of other companies frf 25 degmom voting securiDes arn heJd NIA
NIA
NIA
NIA
NIA
NIA
NIA
Hennarm Lnnd Investment Ptshp 25
K6irland lovStrnerrlPiStip 25 NIA
NIA
NIA
Laod lNeStrnloi PlShp 25
df1li3 lfjJrlvtrpnt PWiP 25
Land l hp 25
e(Lao1fl PtShp 25_-xmiddotmiddot middot
standard tWesTrust 25 middot
(1) Name amp Address
Tnnothy J GsJlaghet Burr Ridge IL
(2) Principal Occupation [d other than with BHC)
(J) (a) TrltePosifion wtth BHC
(3)(b) TdiePosffion wittl Subskfcuies
OlaHrnan of the Board
(J) (c) TitlePosition with other businees
PreOOeot Brittany Glen Homeownoc l=gtc Suffield Woods Homeowner Assoc FanntngdaJe Viage Com Assoc fumlogdale Vdlage Com Assoc 2 Misty Meadoyenr Homeowner Assoc 1ltings1on Hills liomeOMler Assoc Gallagheramp Henrys Condos Goodiogs Grove Assoc Ganaghcr amp Heruys Goocfings Grove Umbretia Assoc Farmingdale Vil Cooos of Woodridge Homeowner Assoc Radc5ffe rtMe TOvlfflhomes Assoc
BNC OWnefs Assodatioo
Boughton Woodward Commenial Center LLC su-lgle MembeltUC- GB4 i5 member
Union Poirrte Investors Uc Sing1e MemberlLC- Union PcWe Oevclopmeot Co b member
Uoion POOte Buadlog Venture 1lLC Union 00rt lnvestorn LlC ts member Union Pofrrte Buikfing Venlilre 112 LLC Unton Point nveslor lLC is member
Union Pointe Boikfing Venture 3 LLC Union Poinl lnveslors UC is member
standgtnJ Bank -ALm1 Construction Co LlC
Pminlaquo Frtzyerald Lnnd Investment Pbttp
(lt)(bull) ofVotlng Shares in BHC
11520
(4) (b) ofVotiog Shares in Subs
NIA
Names of other companies (If 25 or l1XgtflJ voting securities aro held
NIA NIA NIA NIA NIA NIA NIA WA NIA NIA NIA
WA
NIA
WA
WA
NIA
NIA
WA
NIA
NIA
NIA
WA
WA
(1) =
Timothy J GJJbghctshyBorr Ridge IL
(2) Principal (if oUJef than wtth BHC)
3 (a) TitlePosition wilh BHC (3) 1c) Trtielosilion with other businesses ampcretuy amp Henry Inc
_ GieoMXgtd Developmeot Co
Partner Hermann Land Investment Pt5hp KOOr land Investment Ptstip
Secret3y Kolcast Homes loo
__ Koamp Construction Co Inc
Secrebgty Ordnrd Hin Buikfing Co Inc
Pa1nelt srrvb land 1ovestrnent Pshp -Smotelt Land Investment Ptshp Trustee- Vote 100 The Gollagher stmdafd
Trust
-- uruoo Pointe Development Co
lt4)(a) ofVotiog Shares in BHC
(4) (b) of Voting Shares In Sobs
tfamos of othcreomnk (lf25 ormoro vo6ng sccuritios arc held
NIA
NIA
NIA
Hennano Land Investment Ptshp 25
Kolar land Investment Pshp 25
NIA
NIA
NIA
Maas Land Investment Ptshp 25
McAdams Iand lnv=tmeni Plshp 25
Medema land lnvestme111 Ptshp 25
NIA
NIA
NIA
Slivka land Investment Plshp 25
SmoterUmd I Ptshp 25
Unkio Pointe Devdopmcot Co 25
(11 (21 Pl (a) 3 (b) 3) c) 4 (a) (4)b) Names of othelt com pan Name amp Adqross princi Occupation TJdcPositiorl TJHePositiorl TrticPosIDon of Voting of Voting [If 25 or mon voting
(if other than with Bl tc) wtth SHC with Subsidiaries with other businesses Shares In BHC Shares in Subs securities are heJd
Timothy J GaUagilet Slaquoretmy GB4 Inc SurRXgeIL GB4 lnc 251
Uoioo Polnte Bonding Venture 3 UC NIA Uoiont PoCnt lnves1ocs LLC is member
Lawraooe P Kelley NIA DirododVJCO Chaifman Oamp-edooVlce Chairman NIA 023lt))1 NIA NIA Pltullt IL PreraquoleoUCEO -0-0
standam Bank
Atampief Ko-arldt NIA DirodOlt Dirodoc NIA 0140 NIA NIA 1-fmsdak ll -
Howrd K Priess JI - deg Dirodoc Solo Pradiltgtoelt 0140 NIA NIA NapeMe IL Standard Bank
Owner White Oak Construction LlC Wh4te Oak Construction LLC 100
Robert A RoslKWt NIA Lead ndepcodeot Director oltedoc NIA D140( NIA NIA QOCago u standanl Bank
Charles E Shomo rv NIA deg Ciredor NIA 013lfI( NIA NIA Bur Ridgo IL standam Bank
Patrick J Hunt NIA _ Executive VPCFO NIA 008 NIA NIA Palos Heights IL EVPCfO standanl Bank
deg Scoltzu NIA Asst VPJAssl Asst VPAsst Secy NIA 00CXgt1 NIA NIA
Everyreen Park IL Sea-- SiandagtO Bank
STAN DARD BANCSHARES INC AND SUBSIDIARIES
NOTES TO CONSOLIDATED FI NANCIAL STATEMENTS (in thousands except share data)
Note 22 - Condensed Financial Statements (Continued)
CONDENSE D STATEMENTS OF CASH FLOWS YEARS ENDED DECEMBER 31 2014 201 3 AND 201 2
Cash flows from operating activities Net income (loss)
Adjustments Equity in undistributed net (income) loss of subsidiaries Amortization Stock based compensation expense ( Increase) decrease in other assets Increase (decrease) in other liabilities
Net cash provided by (used in) operating activities Cash flows from financing activities
Issuance of common stock net of issuance costs Capital contribution to Standard Bank Repayment of note payable Cash Dividends
N et cash provided by financing activities
Net increase (decrease) in cash
Cash - beginning of year
Cash - end of year middot
Supplemental schedule of non-cash financing activities Change in par value on common stock Exchange of preferred stock to common stock
49
2014
$ 1 4294
( 17 1 1 5) 28
782 1 616 2363 1 968
1 968
2 1 95
$ 4 163
$ $
201 3
$ 8 1 73
(9629) 29
441 1 872
(4273) (3387)
68598 (41 500) ( 16 1 00)
(6026) 4972
1 585
6 1 0
$ 2 1 95
$ 4277 $63000
201 2
$(30762)
23241 6 1 67
( 1908) 2 043
( 1 2 1 9)
( 1 2 1 9)
1 829
$ 6 1 0
$ $
FORM FR Y-6
STANDARD BANCSHARES INC
Hickory Hills Illinois Year Ending Dccember31 2014
REPORT ITEM
1 The BHC Is not registered with the SEC Coples of the Annual Report Nil be sent undersepirate cover when completed
2a Organization Chart fo Standard BallCShares Inc
I THE BOULEVARD INC
SL John Indiana 100
JnCQrporated in Indiana
2b Branch Verification
STANDARD BANCSHARES INC Hickory Hills Illinois Jncorporateltl In Illinois
STANDARD BANKAND TRUST COMPANY Hickory Hills llllnois
Incorporated In lllnols 100
I STANDARD REDEVELOPMENT INC
Hickory Hills Illinois 100
Incorporated in Illinois
(Not subject to Y-10 reporting ) Code 91 CE - Liquidation Of debts previously contracted
The branch and lax-kl flStings were emailed to branch revieW on 223115
3 (1) As ofyear-end
Name and Address
Trident SBI Holdings lP Greeffilidl CT
Robert E Gallagher Sr Trust John D Gallagher Trustee Palos Heights IL
The Gallagher Standard Bancshares TR Timolhy J GaJagheuror Trustee Hickory Hitls IL
Pantheon Standard LP San Francisco CA
CohesVe Capital Parners LP New York NY W Capital Partners II LP NewYork NY
Couritrlt of Citizenship or lncorooratlon Number and Percentage Of Voting Serurtties
USA 5662194- 1483
USA 5516086 - 1444
USA 4382666 - 1 t47
USA 3762128-985
USA 2 150537 - S63
USA 2 150537 - 563
Note llle shares in the Robert E Gallagher Sr Tr are voted on by John D Gallagher Director of Standard Bank Tue shares Jn the Gallager Standard Bancshares Tr are voted on by Timolhy J Gallagher Director of Standard Bank
3 (2) OtherSharehofors oat listed in Section 3 (1) above that held more than 5 during the year
None
Resuhs A Ilse of branches forvour holdln1 company STANDARD 8ANCSHARES INC (1245590) or HICKORY HILLS IL
The d1ta are n of 12312014 Data re II Kb information tlat wu received aod processed throuah 01072015
Rconcill1Uon and Vc1Uon St I DI 1 In the DIH Action column of each br111Ch row enter one or mort of the actioru specified below
2 If required enter the date In the Ettcttve Olte column
-OK tf the bnch Information s correct enter OK in the Oita AdJon column
Chi nee If the bndl Information Is Incorrect Of Incomplete revt the data enter Chance In the Dita Action column ind the d11te when this infOfmation first became v1lid In the Effective Ote column
am If a bnch listed was sold or clowd enterOose In tht Dita Action column and the s1e or dosured11te In the EtfectW Olte colurm
Olete If a bru1eh listed wu never owntd by this depository Institution enter Delete In the Oeta Acckgtn column
Add If a rt portable brtinch Is mlsslna lnStrt a row add the branch data ald entu Add In the Olt1 Action column and the opening or acquisition date In the Effecttve Date column
If prntln1 this list you m1y need to adjust your page Utup In MS E11ce1 Try using landscape orientation page sollria andor legal sized paper
Submlnion PfOOtdurbull When you ire finished send a saved copy to vour FRB contact Su the detailed lnlttldlons on this si for more informatlon
II voY are mailinamp this to your FRB conttct put your lnstitutlon name dty and state In the subjact llrie of the e-nWI
Note To satisfy the FR Y-10 reportln1 requirements YoU must tiho submit FR Y-10 Domestic Branth Schedules for each branch with a Data Actlon of Olan1e Close Delete or Add
Thbull FR Y-10 report may be submitted 1n a hardcopy format or 11ia the FR Ymiddot10 OnH11e application middot httpsylOonllnefederalrerve1ov
bull FDtC UNINUM Office Number and ID_RSSO co1unvu ara for reference only Verification of these values is not required
- - 8nch Suvlce Type Branch 10 RSSO ia- terNeme Street Address City
ok FuUServltefHud Officel 19730 STAN OARD BANK ANO TRUST COMPANY 7800 WEST 9STH STREET HICKORY HILLS
ok Full Service 3202168 BOLINGBROOK BRANCH 282 NORTH WEBER ROAD BOLINGBROOK
ok Limited Strvce 4126065 CALUMET CITY 1968 SIBLEY BOULEVARD CALUMET CITY
FullSetvke 3309928 CLARK STREET 8RANOi 3747 NORnt CLARK STREET atlCAGO
ok FullServiett 474339 EWING BRANOf 10635 SOUTH EWING AVENUE CHICAGO
ok Full Servtce 2079925 HEGWISCH BRANCH 13336 SOUTH BALTIMORE AVENUE CHICAGO
ok limited Se-rvke 20817)5 SOUnt DERRING FACILITY 10535 SOVTH TORRENCE AVENUE CHICAGO
Full Service 4099271 THOREK BRANOi 836 WEST IRVING PARK ROAD OUCAGO
ok Full Service 2121280 COAL CITY BRANot 20 SOUTH KANKAKEE COAlCITY
full Service 2809038 EVERGREEN PARK BRANCH 2400 WEST 95TH STREET EVUtGREEN PARK
ok Full Service 3188909 FRANKFORT BRANCH 19997 LA GRANGE ROAD FRANKFORT
Full5etvice 810436 CiARONERBRANCJ1 118 DEPOT STREET GARDNER
ok FultSrvlct 3188897 JOLIET ampRANCJ1 2398 ESSINGTON ROAO JOLIET
Full Service 3439553 LOClCPORT BRANCH 16545 WEST 159TH STREET LOCKPORT
ok Full Service 290931 LYONSlST AVENUE BRANCH 8601 OGDEN AVENUE LYONS
ok Full Service 3671504 MINOOKA BRANCH 515 WESTUS ROUTE 6 MINOOKA
ok LlmltcServfce 2111338 MOAAIS LISBON BRANCH 1433 USBON STREET MORRIS
ok Full Servkt 2809010 MORRIS ROUTE 6 BRANCH 1111 WEST US ROUTpound 6 MORRIS
Ful1 Servlct 2809047 NAPERVILLE BRANCH 1607 NORTH AURORA ROAD NAPERVILLE
ok full 5ervfce 2809056 NEW LENOX BRANCH 456 NELSON ROAD NEW LENOX
Full sMce 2103129 OAK FOREST BRANOf 15901 SOUTH CENTRAL AVENUE OAX FOREST
ok Full SeMct 3490255 OAK LAWN lllTH BRANOf 4700 WEST 111TH STREET OAK LAWN
ok Full Sfrvlce 2096717 OAK LAWN 95TH BRANCH 4001 WEST 95TH STREET OAK LAWN
ok Full Service 2295538 ORLAND PARK BRANCH lSCXJO SOUTH WOLF ROAD ORLAND PARt
State VpCode
IL 60457
IL 60440
IL 60409
IL E06H
IL 00617
IL 0063
IL 00617
IL 60613
IL 60416
IL 60805
IL 6042
IL 60424
IL 60435
IL 60441
IL 60534
I L 60447
IL 60450
IL 60450
IL 60563
IL 60451
IL 60452
IL 60453
IL 60453
IL 60467
County CawN FDICUNINUM Offb Numberbull Haad otfice Head Office 10 RSSD Comments
COOK UNITEO STATES 10748 0 STANOARO BANK ANO TRUST COMPANY 19730
Will UN ITED STATES 419532 34 STANDARD BANK ANO TRUST COMPANY 19730
COOK UNITED STATES 510611 44 STANDARD BANK AND TRUST COMPANY 19730
COOK UNITpound0 STATES 429662 35 STANDARD BANK ANO TRUST COMPANY 19730
COOK UNITED STATES 12089 18 STANDARD BANK AND TRUST COMPANY 73ltgt
COOK UNITED STATES 244100 20 STANDARD BANK ANO TRUST COMPANY 19730
COOK UNITED STATES 244099 19 STANDARD BANK ANO TRUST COMPANY 19730
COOK UNITED STATpoundS 510612 4S STANDARD BANKANDTRUSTCOMPANV 1973ltgt
GRUNDY UNITED STATES 263852 17 STANDARD SANK AND TRUST COMPANY 730
COOK UNITED STATES 13875 4 STAN OARD BANK AND TRUST COMPANY 19730
Will UNITED STATES 357237 15 STAN OARD BANK AND TRUST COMPANY 19730
GRUNDY UNITED STATES 7234 1 STAN DARO BANK ANO TRUST COMPANY 19730
Will UNITED STATES 238ASA 13 STANDARD BANK ANO TRUST COMPANY 19730
Will UNlTEO STATES 450324 38 STAN OARD BANK AND TRUST COMPANY 19730
COOK UNITED STATES 10912 22 STANDARD BANK ANO TRUST COMPANY 19730
GRUNDY UNITED STATES 465426 42 STANDARD BANK AND TRUST COMPANY 1973ltgt
GRUNDY UNITED STATES 266774 16 STANDARD BANK ANO TRUST COMPANY 1730
GRUNDY UNITED STATES 2243S6 10 STANDARD BANK AND TRUST COMPANY 19730
OU PAGE UNITED STATES 238451 6 STANDARD BANK ANO TRUST COMPANY 19730
Will UNITED STATpoundS 238452 11 STAN OARD BANK ANO TRUST COMPANY 19730
COOK UNTED STATES 244101 21 STANDARD BANK AND TRUST COMPANY 19730
COOK UNITED STATES 441863 36 STANDARD BANK AND TRUST COMPANY 19730
COOK UNITED STATES 238447 1 STANDARD BANK AND TRUST COMPANY 19730
COOK UNITED STATES 238450 5 STANDARD BANt AND TRUST COMPANY 19730
ok Fullrvke 2100379 PALOS 11HH BfANOl 11901 SOUTHWEST HIGHWAY PALOSPARIC ll 00464 COOK UNITED STATES 238448 2 STAN DARO BANK AND TRUST COMPANY 19730
ok rulSltVice 2427544 PALOS lllST BRANCH 9700WEST lllST STREET PALOS PARK ll 00464 COOK UNlTEOSTATES 238449 3 STAN DARO BANK AND TRUST COMPANY 19730
ot llmtedSrvke 3490273 NORTH RIVERSIDE BRANCH BJSOWEST CERMAK ROAD RlvtRSlDE ll COOK UNITED STATES 441864 37 STANDARD BANK AND TRUST COMPANY 19730
ot FuLServke 3202171 SHOREWOOD BRANOl 970 BROOK FOREST AVENUE SHOREWOOD It - t UNITED STATES 419531 33 STANDARD BANICANDTRUSTCOMPANY 19730
ok FulSrvlee 3188918 VILLA PARK BfWIOi 1 WESrRoostVrlTROAD VlltAPARIC It 50181 OUPAGE UNITED STATES 238455 14 STANDARDBANKANDTRUSTCOMPANY 19730
ok FulSrvke WllMINGTON BRANCH lOOSSOUTH WATER STREET WILMINGTON It 004 lt UNITED STATES 238453 12 STANDARD BANK AND TRUST COMPANY 19730
ok Fulfrvk 3197031 CHESTERTON BRANCH middot 755 JNDIAN BOUNDARY ROAD OIESTERTON IN PORTER UNITEDSTAlES 275664 32 STANDARD BANK AND TRUST COMPANY 19730
ok ruUrvic 2161D17 EASTCHCAGO BRANCH 4518 lNOANAPOUS BOULEVARD EAST CHICAGO IN 46312 lAKE UNITEDSTAlES 29 STANDARDSANKANDTRUSTCOMPANY 19730
ok Fulrvk 4913n HAMMOND BRANCH 1007 CALUMET AVENUE HAMMOND IN 46324 AKE UNITEDSTAlES 42227 30 STANDARD BANK AND TRUST COMPANY 19730
Fulrvlc 2161D3S HIGHtAND BRANCH 2930 RIDGE ROAD HIGHLAND IN 46322 UNITEOSTAlES 275659 27 STANDARD BANK AND lRUST COMP AN I 19730
ot Futtsrvke 2161044 LOWHl BRANCH 2090 EAST COMMERICALAVENUE LOWELL IN 463Sfgt21r AKE ONITEDSTAlES 275661 28 STANDARD BANK ANDTRUSTCOMPANI 19730
ok Full Srvlce 3439562 MERRlllVlllE BRANCH 579WESTUNCOlN HIGHWAY MERRlllVlllE IN 46410 AKE ONlEO STATES 450325 39 STANDARD BANK AND TRUST COMPANI 19730
ok Full Srvice 453712 SAINT JOHN BRANCH 9321 WICKER AVENUE SAINT JOHN IN 46373middot00 AKE ONtlEDSTATES 42414 26 STANDARD BANK AND rnusr COMPANY 19730
middot
Report ttem 4 Directors and Office (1) Name amp Address
J-Ohn R Barber New York NY
Christopher Doody Ne-vYork NY
1pound1 Pnncipal Occupation [rtmiddotrmiddotwittl BHC
Mariaging Partner eohesiVe ea pita I
Princlpal Storm Point Capital
(3) (bull) TrtiePosition with BHC Diredor
Director
FORM FR Y-9
STANDARD BANCSHARES INC Fiscal YearEnding Decttmber3112014
(3) lb) ltlePosition wffi1 Subsidiaries
NIA
NIA
(3) (c TrtlePosltlon wttn otherbuslne$es
Managtng Partner Cohesive Capital
Principal Stone Point Ciipitit
bull Stone Point ls the manager of the TriOOnt funds which are investment entities that own 25 or morn of the outstanding voting seairities orinlerests in various companles Mr Doody ls an ernployee and officer of Stone Point and is oo deemed to contror S1oria Point or the Trldent Funds He is not a principal securities holder of Stone Point or the Trident Funds The invstmenl committees of the Trident Funds are responsible for voting the shares or such companies and Mr Doody is not a member of the investment committees of the Trident Fonds A sctiedule of such companies in which U1e Trident funds hnve invested is available upon request
John o Gallagher Ortand Park IL
Managing Genera[ Partner OfdlarU Hill Bldg Co
Director Dior-standarU Bank
Managin9 GenerBi Partner Orchard HlllmiddotB1dg Co President Ordiard Hm Building Co Inc
Managing Member Qnhard Hill Construction LLC
Managing Membelt Austin Construction Co bull LLC
Presdenl Bougton Development Co
President ennStructildeg Co lnc
Prestdenl middot Farmingdare Development eomiddot
middotana9in middotRa -middot middot fariTijngdre _Mittwo middot
Pldciit_ _ Fam1r9dale Utilify Co_
Managing Partner Frtz91erald Lad lnvestment Ptshp
(4) a) 1w of Voting Shares in BHC
563
middot1483
14450
(4)(o) (4) (b) Names of othfr companitts 4 of Voting (if 25 ormorl voting Shares in Subs securities a held
NIA
NIA
NIA
NIA
NIA
NIA
NIA
NIA
NIA
NIA
Dryden Cons1rudioo Co Inc 100
NIA
NIA
NIA
Frtzgerald Land Investment Plshp 25
(1) Name amp Mdlt=
John D Gallagher CJriand Pru IL
(2) Principal rbull _ BHC1
(3) (b) TdfePosition wiU1 SubsXfiarics
(J)(c TrtiePttSition wTUi other buslncssts
Trustee-Vote 100 Galla171ormiddot Henr)Tnisl
- Gallagher amp Henry Inc
Prumlaquo GaDaQhef Parloecs LP GB4 Jnc
Managing Partner Gl6mwod DevelopmElnt Co
Managmjl farlnelt Heruy Co Managmo Hermann Umd Investment Ptshp
Managing- Kolarlrugtd I lgthp Preltldeot Kokast -kimes Inc
PreSdenl Coo$trixtioo middotmiddot nc
- -MiAdams 400 Investment Ptshp
Msoagir(Q Partner Meifefl1 id lnpoundiiini _Pthp Managing Partner sr middotGod 1nVeslmoo Pbhp Managiog Partnef
-LampftPtshp TruSt6e
ThOGalfaghmiddotorSliujiini middot Trust
(4) (bull) of Voting Shares in BHC
(4) (b) of Voting Shares In SUbs
Names of other companies frf 25 degmom voting securiDes arn heJd NIA
NIA
NIA
NIA
NIA
NIA
NIA
Hennarm Lnnd Investment Ptshp 25
K6irland lovStrnerrlPiStip 25 NIA
NIA
NIA
Laod lNeStrnloi PlShp 25
df1li3 lfjJrlvtrpnt PWiP 25
Land l hp 25
e(Lao1fl PtShp 25_-xmiddotmiddot middot
standard tWesTrust 25 middot
(1) Name amp Address
Tnnothy J GsJlaghet Burr Ridge IL
(2) Principal Occupation [d other than with BHC)
(J) (a) TrltePosifion wtth BHC
(3)(b) TdiePosffion wittl Subskfcuies
OlaHrnan of the Board
(J) (c) TitlePosition with other businees
PreOOeot Brittany Glen Homeownoc l=gtc Suffield Woods Homeowner Assoc FanntngdaJe Viage Com Assoc fumlogdale Vdlage Com Assoc 2 Misty Meadoyenr Homeowner Assoc 1ltings1on Hills liomeOMler Assoc Gallagheramp Henrys Condos Goodiogs Grove Assoc Ganaghcr amp Heruys Goocfings Grove Umbretia Assoc Farmingdale Vil Cooos of Woodridge Homeowner Assoc Radc5ffe rtMe TOvlfflhomes Assoc
BNC OWnefs Assodatioo
Boughton Woodward Commenial Center LLC su-lgle MembeltUC- GB4 i5 member
Union Poirrte Investors Uc Sing1e MemberlLC- Union PcWe Oevclopmeot Co b member
Uoion POOte Buadlog Venture 1lLC Union 00rt lnvestorn LlC ts member Union Pofrrte Buikfing Venlilre 112 LLC Unton Point nveslor lLC is member
Union Pointe Boikfing Venture 3 LLC Union Poinl lnveslors UC is member
standgtnJ Bank -ALm1 Construction Co LlC
Pminlaquo Frtzyerald Lnnd Investment Pbttp
(lt)(bull) ofVotlng Shares in BHC
11520
(4) (b) ofVotiog Shares in Subs
NIA
Names of other companies (If 25 or l1XgtflJ voting securities aro held
NIA NIA NIA NIA NIA NIA NIA WA NIA NIA NIA
WA
NIA
WA
WA
NIA
NIA
WA
NIA
NIA
NIA
WA
WA
(1) =
Timothy J GJJbghctshyBorr Ridge IL
(2) Principal (if oUJef than wtth BHC)
3 (a) TitlePosition wilh BHC (3) 1c) Trtielosilion with other businesses ampcretuy amp Henry Inc
_ GieoMXgtd Developmeot Co
Partner Hermann Land Investment Pt5hp KOOr land Investment Ptstip
Secret3y Kolcast Homes loo
__ Koamp Construction Co Inc
Secrebgty Ordnrd Hin Buikfing Co Inc
Pa1nelt srrvb land 1ovestrnent Pshp -Smotelt Land Investment Ptshp Trustee- Vote 100 The Gollagher stmdafd
Trust
-- uruoo Pointe Development Co
lt4)(a) ofVotiog Shares in BHC
(4) (b) of Voting Shares In Sobs
tfamos of othcreomnk (lf25 ormoro vo6ng sccuritios arc held
NIA
NIA
NIA
Hennano Land Investment Ptshp 25
Kolar land Investment Pshp 25
NIA
NIA
NIA
Maas Land Investment Ptshp 25
McAdams Iand lnv=tmeni Plshp 25
Medema land lnvestme111 Ptshp 25
NIA
NIA
NIA
Slivka land Investment Plshp 25
SmoterUmd I Ptshp 25
Unkio Pointe Devdopmcot Co 25
(11 (21 Pl (a) 3 (b) 3) c) 4 (a) (4)b) Names of othelt com pan Name amp Adqross princi Occupation TJdcPositiorl TJHePositiorl TrticPosIDon of Voting of Voting [If 25 or mon voting
(if other than with Bl tc) wtth SHC with Subsidiaries with other businesses Shares In BHC Shares in Subs securities are heJd
Timothy J GaUagilet Slaquoretmy GB4 Inc SurRXgeIL GB4 lnc 251
Uoioo Polnte Bonding Venture 3 UC NIA Uoiont PoCnt lnves1ocs LLC is member
Lawraooe P Kelley NIA DirododVJCO Chaifman Oamp-edooVlce Chairman NIA 023lt))1 NIA NIA Pltullt IL PreraquoleoUCEO -0-0
standam Bank
Atampief Ko-arldt NIA DirodOlt Dirodoc NIA 0140 NIA NIA 1-fmsdak ll -
Howrd K Priess JI - deg Dirodoc Solo Pradiltgtoelt 0140 NIA NIA NapeMe IL Standard Bank
Owner White Oak Construction LlC Wh4te Oak Construction LLC 100
Robert A RoslKWt NIA Lead ndepcodeot Director oltedoc NIA D140( NIA NIA QOCago u standanl Bank
Charles E Shomo rv NIA deg Ciredor NIA 013lfI( NIA NIA Bur Ridgo IL standam Bank
Patrick J Hunt NIA _ Executive VPCFO NIA 008 NIA NIA Palos Heights IL EVPCfO standanl Bank
deg Scoltzu NIA Asst VPJAssl Asst VPAsst Secy NIA 00CXgt1 NIA NIA
Everyreen Park IL Sea-- SiandagtO Bank
FORM FR Y-6
STANDARD BANCSHARES INC
Hickory Hills Illinois Year Ending Dccember31 2014
REPORT ITEM
1 The BHC Is not registered with the SEC Coples of the Annual Report Nil be sent undersepirate cover when completed
2a Organization Chart fo Standard BallCShares Inc
I THE BOULEVARD INC
SL John Indiana 100
JnCQrporated in Indiana
2b Branch Verification
STANDARD BANCSHARES INC Hickory Hills Illinois Jncorporateltl In Illinois
STANDARD BANKAND TRUST COMPANY Hickory Hills llllnois
Incorporated In lllnols 100
I STANDARD REDEVELOPMENT INC
Hickory Hills Illinois 100
Incorporated in Illinois
(Not subject to Y-10 reporting ) Code 91 CE - Liquidation Of debts previously contracted
The branch and lax-kl flStings were emailed to branch revieW on 223115
3 (1) As ofyear-end
Name and Address
Trident SBI Holdings lP Greeffilidl CT
Robert E Gallagher Sr Trust John D Gallagher Trustee Palos Heights IL
The Gallagher Standard Bancshares TR Timolhy J GaJagheuror Trustee Hickory Hitls IL
Pantheon Standard LP San Francisco CA
CohesVe Capital Parners LP New York NY W Capital Partners II LP NewYork NY
Couritrlt of Citizenship or lncorooratlon Number and Percentage Of Voting Serurtties
USA 5662194- 1483
USA 5516086 - 1444
USA 4382666 - 1 t47
USA 3762128-985
USA 2 150537 - S63
USA 2 150537 - 563
Note llle shares in the Robert E Gallagher Sr Tr are voted on by John D Gallagher Director of Standard Bank Tue shares Jn the Gallager Standard Bancshares Tr are voted on by Timolhy J Gallagher Director of Standard Bank
3 (2) OtherSharehofors oat listed in Section 3 (1) above that held more than 5 during the year
None
Resuhs A Ilse of branches forvour holdln1 company STANDARD 8ANCSHARES INC (1245590) or HICKORY HILLS IL
The d1ta are n of 12312014 Data re II Kb information tlat wu received aod processed throuah 01072015
Rconcill1Uon and Vc1Uon St I DI 1 In the DIH Action column of each br111Ch row enter one or mort of the actioru specified below
2 If required enter the date In the Ettcttve Olte column
-OK tf the bnch Information s correct enter OK in the Oita AdJon column
Chi nee If the bndl Information Is Incorrect Of Incomplete revt the data enter Chance In the Dita Action column ind the d11te when this infOfmation first became v1lid In the Effective Ote column
am If a bnch listed was sold or clowd enterOose In tht Dita Action column and the s1e or dosured11te In the EtfectW Olte colurm
Olete If a bru1eh listed wu never owntd by this depository Institution enter Delete In the Oeta Acckgtn column
Add If a rt portable brtinch Is mlsslna lnStrt a row add the branch data ald entu Add In the Olt1 Action column and the opening or acquisition date In the Effecttve Date column
If prntln1 this list you m1y need to adjust your page Utup In MS E11ce1 Try using landscape orientation page sollria andor legal sized paper
Submlnion PfOOtdurbull When you ire finished send a saved copy to vour FRB contact Su the detailed lnlttldlons on this si for more informatlon
II voY are mailinamp this to your FRB conttct put your lnstitutlon name dty and state In the subjact llrie of the e-nWI
Note To satisfy the FR Y-10 reportln1 requirements YoU must tiho submit FR Y-10 Domestic Branth Schedules for each branch with a Data Actlon of Olan1e Close Delete or Add
Thbull FR Y-10 report may be submitted 1n a hardcopy format or 11ia the FR Ymiddot10 OnH11e application middot httpsylOonllnefederalrerve1ov
bull FDtC UNINUM Office Number and ID_RSSO co1unvu ara for reference only Verification of these values is not required
- - 8nch Suvlce Type Branch 10 RSSO ia- terNeme Street Address City
ok FuUServltefHud Officel 19730 STAN OARD BANK ANO TRUST COMPANY 7800 WEST 9STH STREET HICKORY HILLS
ok Full Service 3202168 BOLINGBROOK BRANCH 282 NORTH WEBER ROAD BOLINGBROOK
ok Limited Strvce 4126065 CALUMET CITY 1968 SIBLEY BOULEVARD CALUMET CITY
FullSetvke 3309928 CLARK STREET 8RANOi 3747 NORnt CLARK STREET atlCAGO
ok FullServiett 474339 EWING BRANOf 10635 SOUTH EWING AVENUE CHICAGO
ok Full Servtce 2079925 HEGWISCH BRANCH 13336 SOUTH BALTIMORE AVENUE CHICAGO
ok limited Se-rvke 20817)5 SOUnt DERRING FACILITY 10535 SOVTH TORRENCE AVENUE CHICAGO
Full Service 4099271 THOREK BRANOi 836 WEST IRVING PARK ROAD OUCAGO
ok Full Service 2121280 COAL CITY BRANot 20 SOUTH KANKAKEE COAlCITY
full Service 2809038 EVERGREEN PARK BRANCH 2400 WEST 95TH STREET EVUtGREEN PARK
ok Full Service 3188909 FRANKFORT BRANCH 19997 LA GRANGE ROAD FRANKFORT
Full5etvice 810436 CiARONERBRANCJ1 118 DEPOT STREET GARDNER
ok FultSrvlct 3188897 JOLIET ampRANCJ1 2398 ESSINGTON ROAO JOLIET
Full Service 3439553 LOClCPORT BRANCH 16545 WEST 159TH STREET LOCKPORT
ok Full Service 290931 LYONSlST AVENUE BRANCH 8601 OGDEN AVENUE LYONS
ok Full Service 3671504 MINOOKA BRANCH 515 WESTUS ROUTE 6 MINOOKA
ok LlmltcServfce 2111338 MOAAIS LISBON BRANCH 1433 USBON STREET MORRIS
ok Full Servkt 2809010 MORRIS ROUTE 6 BRANCH 1111 WEST US ROUTpound 6 MORRIS
Ful1 Servlct 2809047 NAPERVILLE BRANCH 1607 NORTH AURORA ROAD NAPERVILLE
ok full 5ervfce 2809056 NEW LENOX BRANCH 456 NELSON ROAD NEW LENOX
Full sMce 2103129 OAK FOREST BRANOf 15901 SOUTH CENTRAL AVENUE OAX FOREST
ok Full SeMct 3490255 OAK LAWN lllTH BRANOf 4700 WEST 111TH STREET OAK LAWN
ok Full Sfrvlce 2096717 OAK LAWN 95TH BRANCH 4001 WEST 95TH STREET OAK LAWN
ok Full Service 2295538 ORLAND PARK BRANCH lSCXJO SOUTH WOLF ROAD ORLAND PARt
State VpCode
IL 60457
IL 60440
IL 60409
IL E06H
IL 00617
IL 0063
IL 00617
IL 60613
IL 60416
IL 60805
IL 6042
IL 60424
IL 60435
IL 60441
IL 60534
I L 60447
IL 60450
IL 60450
IL 60563
IL 60451
IL 60452
IL 60453
IL 60453
IL 60467
County CawN FDICUNINUM Offb Numberbull Haad otfice Head Office 10 RSSD Comments
COOK UNITEO STATES 10748 0 STANOARO BANK ANO TRUST COMPANY 19730
Will UN ITED STATES 419532 34 STANDARD BANK ANO TRUST COMPANY 19730
COOK UNITED STATES 510611 44 STANDARD BANK AND TRUST COMPANY 19730
COOK UNITpound0 STATES 429662 35 STANDARD BANK ANO TRUST COMPANY 19730
COOK UNITED STATES 12089 18 STANDARD BANK AND TRUST COMPANY 73ltgt
COOK UNITED STATES 244100 20 STANDARD BANK ANO TRUST COMPANY 19730
COOK UNITED STATES 244099 19 STANDARD BANK ANO TRUST COMPANY 19730
COOK UNITED STATpoundS 510612 4S STANDARD BANKANDTRUSTCOMPANV 1973ltgt
GRUNDY UNITED STATES 263852 17 STANDARD SANK AND TRUST COMPANY 730
COOK UNITED STATES 13875 4 STAN OARD BANK AND TRUST COMPANY 19730
Will UNITED STATES 357237 15 STAN OARD BANK AND TRUST COMPANY 19730
GRUNDY UNITED STATES 7234 1 STAN DARO BANK ANO TRUST COMPANY 19730
Will UNITED STATES 238ASA 13 STANDARD BANK ANO TRUST COMPANY 19730
Will UNlTEO STATES 450324 38 STAN OARD BANK AND TRUST COMPANY 19730
COOK UNITED STATES 10912 22 STANDARD BANK ANO TRUST COMPANY 19730
GRUNDY UNITED STATES 465426 42 STANDARD BANK AND TRUST COMPANY 1973ltgt
GRUNDY UNITED STATES 266774 16 STANDARD BANK ANO TRUST COMPANY 1730
GRUNDY UNITED STATES 2243S6 10 STANDARD BANK AND TRUST COMPANY 19730
OU PAGE UNITED STATES 238451 6 STANDARD BANK ANO TRUST COMPANY 19730
Will UNITED STATpoundS 238452 11 STAN OARD BANK ANO TRUST COMPANY 19730
COOK UNTED STATES 244101 21 STANDARD BANK AND TRUST COMPANY 19730
COOK UNITED STATES 441863 36 STANDARD BANK AND TRUST COMPANY 19730
COOK UNITED STATES 238447 1 STANDARD BANK AND TRUST COMPANY 19730
COOK UNITED STATES 238450 5 STANDARD BANt AND TRUST COMPANY 19730
ok Fullrvke 2100379 PALOS 11HH BfANOl 11901 SOUTHWEST HIGHWAY PALOSPARIC ll 00464 COOK UNITED STATES 238448 2 STAN DARO BANK AND TRUST COMPANY 19730
ok rulSltVice 2427544 PALOS lllST BRANCH 9700WEST lllST STREET PALOS PARK ll 00464 COOK UNlTEOSTATES 238449 3 STAN DARO BANK AND TRUST COMPANY 19730
ot llmtedSrvke 3490273 NORTH RIVERSIDE BRANCH BJSOWEST CERMAK ROAD RlvtRSlDE ll COOK UNITED STATES 441864 37 STANDARD BANK AND TRUST COMPANY 19730
ot FuLServke 3202171 SHOREWOOD BRANOl 970 BROOK FOREST AVENUE SHOREWOOD It - t UNITED STATES 419531 33 STANDARD BANICANDTRUSTCOMPANY 19730
ok FulSrvlee 3188918 VILLA PARK BfWIOi 1 WESrRoostVrlTROAD VlltAPARIC It 50181 OUPAGE UNITED STATES 238455 14 STANDARDBANKANDTRUSTCOMPANY 19730
ok FulSrvke WllMINGTON BRANCH lOOSSOUTH WATER STREET WILMINGTON It 004 lt UNITED STATES 238453 12 STANDARD BANK AND TRUST COMPANY 19730
ok Fulfrvk 3197031 CHESTERTON BRANCH middot 755 JNDIAN BOUNDARY ROAD OIESTERTON IN PORTER UNITEDSTAlES 275664 32 STANDARD BANK AND TRUST COMPANY 19730
ok ruUrvic 2161D17 EASTCHCAGO BRANCH 4518 lNOANAPOUS BOULEVARD EAST CHICAGO IN 46312 lAKE UNITEDSTAlES 29 STANDARDSANKANDTRUSTCOMPANY 19730
ok Fulrvk 4913n HAMMOND BRANCH 1007 CALUMET AVENUE HAMMOND IN 46324 AKE UNITEDSTAlES 42227 30 STANDARD BANK AND TRUST COMPANY 19730
Fulrvlc 2161D3S HIGHtAND BRANCH 2930 RIDGE ROAD HIGHLAND IN 46322 UNITEOSTAlES 275659 27 STANDARD BANK AND lRUST COMP AN I 19730
ot Futtsrvke 2161044 LOWHl BRANCH 2090 EAST COMMERICALAVENUE LOWELL IN 463Sfgt21r AKE ONITEDSTAlES 275661 28 STANDARD BANK ANDTRUSTCOMPANI 19730
ok Full Srvlce 3439562 MERRlllVlllE BRANCH 579WESTUNCOlN HIGHWAY MERRlllVlllE IN 46410 AKE ONlEO STATES 450325 39 STANDARD BANK AND TRUST COMPANI 19730
ok Full Srvice 453712 SAINT JOHN BRANCH 9321 WICKER AVENUE SAINT JOHN IN 46373middot00 AKE ONtlEDSTATES 42414 26 STANDARD BANK AND rnusr COMPANY 19730
middot
Report ttem 4 Directors and Office (1) Name amp Address
J-Ohn R Barber New York NY
Christopher Doody Ne-vYork NY
1pound1 Pnncipal Occupation [rtmiddotrmiddotwittl BHC
Mariaging Partner eohesiVe ea pita I
Princlpal Storm Point Capital
(3) (bull) TrtiePosition with BHC Diredor
Director
FORM FR Y-9
STANDARD BANCSHARES INC Fiscal YearEnding Decttmber3112014
(3) lb) ltlePosition wffi1 Subsidiaries
NIA
NIA
(3) (c TrtlePosltlon wttn otherbuslne$es
Managtng Partner Cohesive Capital
Principal Stone Point Ciipitit
bull Stone Point ls the manager of the TriOOnt funds which are investment entities that own 25 or morn of the outstanding voting seairities orinlerests in various companles Mr Doody ls an ernployee and officer of Stone Point and is oo deemed to contror S1oria Point or the Trldent Funds He is not a principal securities holder of Stone Point or the Trident Funds The invstmenl committees of the Trident Funds are responsible for voting the shares or such companies and Mr Doody is not a member of the investment committees of the Trident Fonds A sctiedule of such companies in which U1e Trident funds hnve invested is available upon request
John o Gallagher Ortand Park IL
Managing Genera[ Partner OfdlarU Hill Bldg Co
Director Dior-standarU Bank
Managin9 GenerBi Partner Orchard HlllmiddotB1dg Co President Ordiard Hm Building Co Inc
Managing Member Qnhard Hill Construction LLC
Managing Membelt Austin Construction Co bull LLC
Presdenl Bougton Development Co
President ennStructildeg Co lnc
Prestdenl middot Farmingdare Development eomiddot
middotana9in middotRa -middot middot fariTijngdre _Mittwo middot
Pldciit_ _ Fam1r9dale Utilify Co_
Managing Partner Frtz91erald Lad lnvestment Ptshp
(4) a) 1w of Voting Shares in BHC
563
middot1483
14450
(4)(o) (4) (b) Names of othfr companitts 4 of Voting (if 25 ormorl voting Shares in Subs securities a held
NIA
NIA
NIA
NIA
NIA
NIA
NIA
NIA
NIA
NIA
Dryden Cons1rudioo Co Inc 100
NIA
NIA
NIA
Frtzgerald Land Investment Plshp 25
(1) Name amp Mdlt=
John D Gallagher CJriand Pru IL
(2) Principal rbull _ BHC1
(3) (b) TdfePosition wiU1 SubsXfiarics
(J)(c TrtiePttSition wTUi other buslncssts
Trustee-Vote 100 Galla171ormiddot Henr)Tnisl
- Gallagher amp Henry Inc
Prumlaquo GaDaQhef Parloecs LP GB4 Jnc
Managing Partner Gl6mwod DevelopmElnt Co
Managmjl farlnelt Heruy Co Managmo Hermann Umd Investment Ptshp
Managing- Kolarlrugtd I lgthp Preltldeot Kokast -kimes Inc
PreSdenl Coo$trixtioo middotmiddot nc
- -MiAdams 400 Investment Ptshp
Msoagir(Q Partner Meifefl1 id lnpoundiiini _Pthp Managing Partner sr middotGod 1nVeslmoo Pbhp Managiog Partnef
-LampftPtshp TruSt6e
ThOGalfaghmiddotorSliujiini middot Trust
(4) (bull) of Voting Shares in BHC
(4) (b) of Voting Shares In SUbs
Names of other companies frf 25 degmom voting securiDes arn heJd NIA
NIA
NIA
NIA
NIA
NIA
NIA
Hennarm Lnnd Investment Ptshp 25
K6irland lovStrnerrlPiStip 25 NIA
NIA
NIA
Laod lNeStrnloi PlShp 25
df1li3 lfjJrlvtrpnt PWiP 25
Land l hp 25
e(Lao1fl PtShp 25_-xmiddotmiddot middot
standard tWesTrust 25 middot
(1) Name amp Address
Tnnothy J GsJlaghet Burr Ridge IL
(2) Principal Occupation [d other than with BHC)
(J) (a) TrltePosifion wtth BHC
(3)(b) TdiePosffion wittl Subskfcuies
OlaHrnan of the Board
(J) (c) TitlePosition with other businees
PreOOeot Brittany Glen Homeownoc l=gtc Suffield Woods Homeowner Assoc FanntngdaJe Viage Com Assoc fumlogdale Vdlage Com Assoc 2 Misty Meadoyenr Homeowner Assoc 1ltings1on Hills liomeOMler Assoc Gallagheramp Henrys Condos Goodiogs Grove Assoc Ganaghcr amp Heruys Goocfings Grove Umbretia Assoc Farmingdale Vil Cooos of Woodridge Homeowner Assoc Radc5ffe rtMe TOvlfflhomes Assoc
BNC OWnefs Assodatioo
Boughton Woodward Commenial Center LLC su-lgle MembeltUC- GB4 i5 member
Union Poirrte Investors Uc Sing1e MemberlLC- Union PcWe Oevclopmeot Co b member
Uoion POOte Buadlog Venture 1lLC Union 00rt lnvestorn LlC ts member Union Pofrrte Buikfing Venlilre 112 LLC Unton Point nveslor lLC is member
Union Pointe Boikfing Venture 3 LLC Union Poinl lnveslors UC is member
standgtnJ Bank -ALm1 Construction Co LlC
Pminlaquo Frtzyerald Lnnd Investment Pbttp
(lt)(bull) ofVotlng Shares in BHC
11520
(4) (b) ofVotiog Shares in Subs
NIA
Names of other companies (If 25 or l1XgtflJ voting securities aro held
NIA NIA NIA NIA NIA NIA NIA WA NIA NIA NIA
WA
NIA
WA
WA
NIA
NIA
WA
NIA
NIA
NIA
WA
WA
(1) =
Timothy J GJJbghctshyBorr Ridge IL
(2) Principal (if oUJef than wtth BHC)
3 (a) TitlePosition wilh BHC (3) 1c) Trtielosilion with other businesses ampcretuy amp Henry Inc
_ GieoMXgtd Developmeot Co
Partner Hermann Land Investment Pt5hp KOOr land Investment Ptstip
Secret3y Kolcast Homes loo
__ Koamp Construction Co Inc
Secrebgty Ordnrd Hin Buikfing Co Inc
Pa1nelt srrvb land 1ovestrnent Pshp -Smotelt Land Investment Ptshp Trustee- Vote 100 The Gollagher stmdafd
Trust
-- uruoo Pointe Development Co
lt4)(a) ofVotiog Shares in BHC
(4) (b) of Voting Shares In Sobs
tfamos of othcreomnk (lf25 ormoro vo6ng sccuritios arc held
NIA
NIA
NIA
Hennano Land Investment Ptshp 25
Kolar land Investment Pshp 25
NIA
NIA
NIA
Maas Land Investment Ptshp 25
McAdams Iand lnv=tmeni Plshp 25
Medema land lnvestme111 Ptshp 25
NIA
NIA
NIA
Slivka land Investment Plshp 25
SmoterUmd I Ptshp 25
Unkio Pointe Devdopmcot Co 25
(11 (21 Pl (a) 3 (b) 3) c) 4 (a) (4)b) Names of othelt com pan Name amp Adqross princi Occupation TJdcPositiorl TJHePositiorl TrticPosIDon of Voting of Voting [If 25 or mon voting
(if other than with Bl tc) wtth SHC with Subsidiaries with other businesses Shares In BHC Shares in Subs securities are heJd
Timothy J GaUagilet Slaquoretmy GB4 Inc SurRXgeIL GB4 lnc 251
Uoioo Polnte Bonding Venture 3 UC NIA Uoiont PoCnt lnves1ocs LLC is member
Lawraooe P Kelley NIA DirododVJCO Chaifman Oamp-edooVlce Chairman NIA 023lt))1 NIA NIA Pltullt IL PreraquoleoUCEO -0-0
standam Bank
Atampief Ko-arldt NIA DirodOlt Dirodoc NIA 0140 NIA NIA 1-fmsdak ll -
Howrd K Priess JI - deg Dirodoc Solo Pradiltgtoelt 0140 NIA NIA NapeMe IL Standard Bank
Owner White Oak Construction LlC Wh4te Oak Construction LLC 100
Robert A RoslKWt NIA Lead ndepcodeot Director oltedoc NIA D140( NIA NIA QOCago u standanl Bank
Charles E Shomo rv NIA deg Ciredor NIA 013lfI( NIA NIA Bur Ridgo IL standam Bank
Patrick J Hunt NIA _ Executive VPCFO NIA 008 NIA NIA Palos Heights IL EVPCfO standanl Bank
deg Scoltzu NIA Asst VPJAssl Asst VPAsst Secy NIA 00CXgt1 NIA NIA
Everyreen Park IL Sea-- SiandagtO Bank
Resuhs A Ilse of branches forvour holdln1 company STANDARD 8ANCSHARES INC (1245590) or HICKORY HILLS IL
The d1ta are n of 12312014 Data re II Kb information tlat wu received aod processed throuah 01072015
Rconcill1Uon and Vc1Uon St I DI 1 In the DIH Action column of each br111Ch row enter one or mort of the actioru specified below
2 If required enter the date In the Ettcttve Olte column
-OK tf the bnch Information s correct enter OK in the Oita AdJon column
Chi nee If the bndl Information Is Incorrect Of Incomplete revt the data enter Chance In the Dita Action column ind the d11te when this infOfmation first became v1lid In the Effective Ote column
am If a bnch listed was sold or clowd enterOose In tht Dita Action column and the s1e or dosured11te In the EtfectW Olte colurm
Olete If a bru1eh listed wu never owntd by this depository Institution enter Delete In the Oeta Acckgtn column
Add If a rt portable brtinch Is mlsslna lnStrt a row add the branch data ald entu Add In the Olt1 Action column and the opening or acquisition date In the Effecttve Date column
If prntln1 this list you m1y need to adjust your page Utup In MS E11ce1 Try using landscape orientation page sollria andor legal sized paper
Submlnion PfOOtdurbull When you ire finished send a saved copy to vour FRB contact Su the detailed lnlttldlons on this si for more informatlon
II voY are mailinamp this to your FRB conttct put your lnstitutlon name dty and state In the subjact llrie of the e-nWI
Note To satisfy the FR Y-10 reportln1 requirements YoU must tiho submit FR Y-10 Domestic Branth Schedules for each branch with a Data Actlon of Olan1e Close Delete or Add
Thbull FR Y-10 report may be submitted 1n a hardcopy format or 11ia the FR Ymiddot10 OnH11e application middot httpsylOonllnefederalrerve1ov
bull FDtC UNINUM Office Number and ID_RSSO co1unvu ara for reference only Verification of these values is not required
- - 8nch Suvlce Type Branch 10 RSSO ia- terNeme Street Address City
ok FuUServltefHud Officel 19730 STAN OARD BANK ANO TRUST COMPANY 7800 WEST 9STH STREET HICKORY HILLS
ok Full Service 3202168 BOLINGBROOK BRANCH 282 NORTH WEBER ROAD BOLINGBROOK
ok Limited Strvce 4126065 CALUMET CITY 1968 SIBLEY BOULEVARD CALUMET CITY
FullSetvke 3309928 CLARK STREET 8RANOi 3747 NORnt CLARK STREET atlCAGO
ok FullServiett 474339 EWING BRANOf 10635 SOUTH EWING AVENUE CHICAGO
ok Full Servtce 2079925 HEGWISCH BRANCH 13336 SOUTH BALTIMORE AVENUE CHICAGO
ok limited Se-rvke 20817)5 SOUnt DERRING FACILITY 10535 SOVTH TORRENCE AVENUE CHICAGO
Full Service 4099271 THOREK BRANOi 836 WEST IRVING PARK ROAD OUCAGO
ok Full Service 2121280 COAL CITY BRANot 20 SOUTH KANKAKEE COAlCITY
full Service 2809038 EVERGREEN PARK BRANCH 2400 WEST 95TH STREET EVUtGREEN PARK
ok Full Service 3188909 FRANKFORT BRANCH 19997 LA GRANGE ROAD FRANKFORT
Full5etvice 810436 CiARONERBRANCJ1 118 DEPOT STREET GARDNER
ok FultSrvlct 3188897 JOLIET ampRANCJ1 2398 ESSINGTON ROAO JOLIET
Full Service 3439553 LOClCPORT BRANCH 16545 WEST 159TH STREET LOCKPORT
ok Full Service 290931 LYONSlST AVENUE BRANCH 8601 OGDEN AVENUE LYONS
ok Full Service 3671504 MINOOKA BRANCH 515 WESTUS ROUTE 6 MINOOKA
ok LlmltcServfce 2111338 MOAAIS LISBON BRANCH 1433 USBON STREET MORRIS
ok Full Servkt 2809010 MORRIS ROUTE 6 BRANCH 1111 WEST US ROUTpound 6 MORRIS
Ful1 Servlct 2809047 NAPERVILLE BRANCH 1607 NORTH AURORA ROAD NAPERVILLE
ok full 5ervfce 2809056 NEW LENOX BRANCH 456 NELSON ROAD NEW LENOX
Full sMce 2103129 OAK FOREST BRANOf 15901 SOUTH CENTRAL AVENUE OAX FOREST
ok Full SeMct 3490255 OAK LAWN lllTH BRANOf 4700 WEST 111TH STREET OAK LAWN
ok Full Sfrvlce 2096717 OAK LAWN 95TH BRANCH 4001 WEST 95TH STREET OAK LAWN
ok Full Service 2295538 ORLAND PARK BRANCH lSCXJO SOUTH WOLF ROAD ORLAND PARt
State VpCode
IL 60457
IL 60440
IL 60409
IL E06H
IL 00617
IL 0063
IL 00617
IL 60613
IL 60416
IL 60805
IL 6042
IL 60424
IL 60435
IL 60441
IL 60534
I L 60447
IL 60450
IL 60450
IL 60563
IL 60451
IL 60452
IL 60453
IL 60453
IL 60467
County CawN FDICUNINUM Offb Numberbull Haad otfice Head Office 10 RSSD Comments
COOK UNITEO STATES 10748 0 STANOARO BANK ANO TRUST COMPANY 19730
Will UN ITED STATES 419532 34 STANDARD BANK ANO TRUST COMPANY 19730
COOK UNITED STATES 510611 44 STANDARD BANK AND TRUST COMPANY 19730
COOK UNITpound0 STATES 429662 35 STANDARD BANK ANO TRUST COMPANY 19730
COOK UNITED STATES 12089 18 STANDARD BANK AND TRUST COMPANY 73ltgt
COOK UNITED STATES 244100 20 STANDARD BANK ANO TRUST COMPANY 19730
COOK UNITED STATES 244099 19 STANDARD BANK ANO TRUST COMPANY 19730
COOK UNITED STATpoundS 510612 4S STANDARD BANKANDTRUSTCOMPANV 1973ltgt
GRUNDY UNITED STATES 263852 17 STANDARD SANK AND TRUST COMPANY 730
COOK UNITED STATES 13875 4 STAN OARD BANK AND TRUST COMPANY 19730
Will UNITED STATES 357237 15 STAN OARD BANK AND TRUST COMPANY 19730
GRUNDY UNITED STATES 7234 1 STAN DARO BANK ANO TRUST COMPANY 19730
Will UNITED STATES 238ASA 13 STANDARD BANK ANO TRUST COMPANY 19730
Will UNlTEO STATES 450324 38 STAN OARD BANK AND TRUST COMPANY 19730
COOK UNITED STATES 10912 22 STANDARD BANK ANO TRUST COMPANY 19730
GRUNDY UNITED STATES 465426 42 STANDARD BANK AND TRUST COMPANY 1973ltgt
GRUNDY UNITED STATES 266774 16 STANDARD BANK ANO TRUST COMPANY 1730
GRUNDY UNITED STATES 2243S6 10 STANDARD BANK AND TRUST COMPANY 19730
OU PAGE UNITED STATES 238451 6 STANDARD BANK ANO TRUST COMPANY 19730
Will UNITED STATpoundS 238452 11 STAN OARD BANK ANO TRUST COMPANY 19730
COOK UNTED STATES 244101 21 STANDARD BANK AND TRUST COMPANY 19730
COOK UNITED STATES 441863 36 STANDARD BANK AND TRUST COMPANY 19730
COOK UNITED STATES 238447 1 STANDARD BANK AND TRUST COMPANY 19730
COOK UNITED STATES 238450 5 STANDARD BANt AND TRUST COMPANY 19730
ok Fullrvke 2100379 PALOS 11HH BfANOl 11901 SOUTHWEST HIGHWAY PALOSPARIC ll 00464 COOK UNITED STATES 238448 2 STAN DARO BANK AND TRUST COMPANY 19730
ok rulSltVice 2427544 PALOS lllST BRANCH 9700WEST lllST STREET PALOS PARK ll 00464 COOK UNlTEOSTATES 238449 3 STAN DARO BANK AND TRUST COMPANY 19730
ot llmtedSrvke 3490273 NORTH RIVERSIDE BRANCH BJSOWEST CERMAK ROAD RlvtRSlDE ll COOK UNITED STATES 441864 37 STANDARD BANK AND TRUST COMPANY 19730
ot FuLServke 3202171 SHOREWOOD BRANOl 970 BROOK FOREST AVENUE SHOREWOOD It - t UNITED STATES 419531 33 STANDARD BANICANDTRUSTCOMPANY 19730
ok FulSrvlee 3188918 VILLA PARK BfWIOi 1 WESrRoostVrlTROAD VlltAPARIC It 50181 OUPAGE UNITED STATES 238455 14 STANDARDBANKANDTRUSTCOMPANY 19730
ok FulSrvke WllMINGTON BRANCH lOOSSOUTH WATER STREET WILMINGTON It 004 lt UNITED STATES 238453 12 STANDARD BANK AND TRUST COMPANY 19730
ok Fulfrvk 3197031 CHESTERTON BRANCH middot 755 JNDIAN BOUNDARY ROAD OIESTERTON IN PORTER UNITEDSTAlES 275664 32 STANDARD BANK AND TRUST COMPANY 19730
ok ruUrvic 2161D17 EASTCHCAGO BRANCH 4518 lNOANAPOUS BOULEVARD EAST CHICAGO IN 46312 lAKE UNITEDSTAlES 29 STANDARDSANKANDTRUSTCOMPANY 19730
ok Fulrvk 4913n HAMMOND BRANCH 1007 CALUMET AVENUE HAMMOND IN 46324 AKE UNITEDSTAlES 42227 30 STANDARD BANK AND TRUST COMPANY 19730
Fulrvlc 2161D3S HIGHtAND BRANCH 2930 RIDGE ROAD HIGHLAND IN 46322 UNITEOSTAlES 275659 27 STANDARD BANK AND lRUST COMP AN I 19730
ot Futtsrvke 2161044 LOWHl BRANCH 2090 EAST COMMERICALAVENUE LOWELL IN 463Sfgt21r AKE ONITEDSTAlES 275661 28 STANDARD BANK ANDTRUSTCOMPANI 19730
ok Full Srvlce 3439562 MERRlllVlllE BRANCH 579WESTUNCOlN HIGHWAY MERRlllVlllE IN 46410 AKE ONlEO STATES 450325 39 STANDARD BANK AND TRUST COMPANI 19730
ok Full Srvice 453712 SAINT JOHN BRANCH 9321 WICKER AVENUE SAINT JOHN IN 46373middot00 AKE ONtlEDSTATES 42414 26 STANDARD BANK AND rnusr COMPANY 19730
middot
Report ttem 4 Directors and Office (1) Name amp Address
J-Ohn R Barber New York NY
Christopher Doody Ne-vYork NY
1pound1 Pnncipal Occupation [rtmiddotrmiddotwittl BHC
Mariaging Partner eohesiVe ea pita I
Princlpal Storm Point Capital
(3) (bull) TrtiePosition with BHC Diredor
Director
FORM FR Y-9
STANDARD BANCSHARES INC Fiscal YearEnding Decttmber3112014
(3) lb) ltlePosition wffi1 Subsidiaries
NIA
NIA
(3) (c TrtlePosltlon wttn otherbuslne$es
Managtng Partner Cohesive Capital
Principal Stone Point Ciipitit
bull Stone Point ls the manager of the TriOOnt funds which are investment entities that own 25 or morn of the outstanding voting seairities orinlerests in various companles Mr Doody ls an ernployee and officer of Stone Point and is oo deemed to contror S1oria Point or the Trldent Funds He is not a principal securities holder of Stone Point or the Trident Funds The invstmenl committees of the Trident Funds are responsible for voting the shares or such companies and Mr Doody is not a member of the investment committees of the Trident Fonds A sctiedule of such companies in which U1e Trident funds hnve invested is available upon request
John o Gallagher Ortand Park IL
Managing Genera[ Partner OfdlarU Hill Bldg Co
Director Dior-standarU Bank
Managin9 GenerBi Partner Orchard HlllmiddotB1dg Co President Ordiard Hm Building Co Inc
Managing Member Qnhard Hill Construction LLC
Managing Membelt Austin Construction Co bull LLC
Presdenl Bougton Development Co
President ennStructildeg Co lnc
Prestdenl middot Farmingdare Development eomiddot
middotana9in middotRa -middot middot fariTijngdre _Mittwo middot
Pldciit_ _ Fam1r9dale Utilify Co_
Managing Partner Frtz91erald Lad lnvestment Ptshp
(4) a) 1w of Voting Shares in BHC
563
middot1483
14450
(4)(o) (4) (b) Names of othfr companitts 4 of Voting (if 25 ormorl voting Shares in Subs securities a held
NIA
NIA
NIA
NIA
NIA
NIA
NIA
NIA
NIA
NIA
Dryden Cons1rudioo Co Inc 100
NIA
NIA
NIA
Frtzgerald Land Investment Plshp 25
(1) Name amp Mdlt=
John D Gallagher CJriand Pru IL
(2) Principal rbull _ BHC1
(3) (b) TdfePosition wiU1 SubsXfiarics
(J)(c TrtiePttSition wTUi other buslncssts
Trustee-Vote 100 Galla171ormiddot Henr)Tnisl
- Gallagher amp Henry Inc
Prumlaquo GaDaQhef Parloecs LP GB4 Jnc
Managing Partner Gl6mwod DevelopmElnt Co
Managmjl farlnelt Heruy Co Managmo Hermann Umd Investment Ptshp
Managing- Kolarlrugtd I lgthp Preltldeot Kokast -kimes Inc
PreSdenl Coo$trixtioo middotmiddot nc
- -MiAdams 400 Investment Ptshp
Msoagir(Q Partner Meifefl1 id lnpoundiiini _Pthp Managing Partner sr middotGod 1nVeslmoo Pbhp Managiog Partnef
-LampftPtshp TruSt6e
ThOGalfaghmiddotorSliujiini middot Trust
(4) (bull) of Voting Shares in BHC
(4) (b) of Voting Shares In SUbs
Names of other companies frf 25 degmom voting securiDes arn heJd NIA
NIA
NIA
NIA
NIA
NIA
NIA
Hennarm Lnnd Investment Ptshp 25
K6irland lovStrnerrlPiStip 25 NIA
NIA
NIA
Laod lNeStrnloi PlShp 25
df1li3 lfjJrlvtrpnt PWiP 25
Land l hp 25
e(Lao1fl PtShp 25_-xmiddotmiddot middot
standard tWesTrust 25 middot
(1) Name amp Address
Tnnothy J GsJlaghet Burr Ridge IL
(2) Principal Occupation [d other than with BHC)
(J) (a) TrltePosifion wtth BHC
(3)(b) TdiePosffion wittl Subskfcuies
OlaHrnan of the Board
(J) (c) TitlePosition with other businees
PreOOeot Brittany Glen Homeownoc l=gtc Suffield Woods Homeowner Assoc FanntngdaJe Viage Com Assoc fumlogdale Vdlage Com Assoc 2 Misty Meadoyenr Homeowner Assoc 1ltings1on Hills liomeOMler Assoc Gallagheramp Henrys Condos Goodiogs Grove Assoc Ganaghcr amp Heruys Goocfings Grove Umbretia Assoc Farmingdale Vil Cooos of Woodridge Homeowner Assoc Radc5ffe rtMe TOvlfflhomes Assoc
BNC OWnefs Assodatioo
Boughton Woodward Commenial Center LLC su-lgle MembeltUC- GB4 i5 member
Union Poirrte Investors Uc Sing1e MemberlLC- Union PcWe Oevclopmeot Co b member
Uoion POOte Buadlog Venture 1lLC Union 00rt lnvestorn LlC ts member Union Pofrrte Buikfing Venlilre 112 LLC Unton Point nveslor lLC is member
Union Pointe Boikfing Venture 3 LLC Union Poinl lnveslors UC is member
standgtnJ Bank -ALm1 Construction Co LlC
Pminlaquo Frtzyerald Lnnd Investment Pbttp
(lt)(bull) ofVotlng Shares in BHC
11520
(4) (b) ofVotiog Shares in Subs
NIA
Names of other companies (If 25 or l1XgtflJ voting securities aro held
NIA NIA NIA NIA NIA NIA NIA WA NIA NIA NIA
WA
NIA
WA
WA
NIA
NIA
WA
NIA
NIA
NIA
WA
WA
(1) =
Timothy J GJJbghctshyBorr Ridge IL
(2) Principal (if oUJef than wtth BHC)
3 (a) TitlePosition wilh BHC (3) 1c) Trtielosilion with other businesses ampcretuy amp Henry Inc
_ GieoMXgtd Developmeot Co
Partner Hermann Land Investment Pt5hp KOOr land Investment Ptstip
Secret3y Kolcast Homes loo
__ Koamp Construction Co Inc
Secrebgty Ordnrd Hin Buikfing Co Inc
Pa1nelt srrvb land 1ovestrnent Pshp -Smotelt Land Investment Ptshp Trustee- Vote 100 The Gollagher stmdafd
Trust
-- uruoo Pointe Development Co
lt4)(a) ofVotiog Shares in BHC
(4) (b) of Voting Shares In Sobs
tfamos of othcreomnk (lf25 ormoro vo6ng sccuritios arc held
NIA
NIA
NIA
Hennano Land Investment Ptshp 25
Kolar land Investment Pshp 25
NIA
NIA
NIA
Maas Land Investment Ptshp 25
McAdams Iand lnv=tmeni Plshp 25
Medema land lnvestme111 Ptshp 25
NIA
NIA
NIA
Slivka land Investment Plshp 25
SmoterUmd I Ptshp 25
Unkio Pointe Devdopmcot Co 25
(11 (21 Pl (a) 3 (b) 3) c) 4 (a) (4)b) Names of othelt com pan Name amp Adqross princi Occupation TJdcPositiorl TJHePositiorl TrticPosIDon of Voting of Voting [If 25 or mon voting
(if other than with Bl tc) wtth SHC with Subsidiaries with other businesses Shares In BHC Shares in Subs securities are heJd
Timothy J GaUagilet Slaquoretmy GB4 Inc SurRXgeIL GB4 lnc 251
Uoioo Polnte Bonding Venture 3 UC NIA Uoiont PoCnt lnves1ocs LLC is member
Lawraooe P Kelley NIA DirododVJCO Chaifman Oamp-edooVlce Chairman NIA 023lt))1 NIA NIA Pltullt IL PreraquoleoUCEO -0-0
standam Bank
Atampief Ko-arldt NIA DirodOlt Dirodoc NIA 0140 NIA NIA 1-fmsdak ll -
Howrd K Priess JI - deg Dirodoc Solo Pradiltgtoelt 0140 NIA NIA NapeMe IL Standard Bank
Owner White Oak Construction LlC Wh4te Oak Construction LLC 100
Robert A RoslKWt NIA Lead ndepcodeot Director oltedoc NIA D140( NIA NIA QOCago u standanl Bank
Charles E Shomo rv NIA deg Ciredor NIA 013lfI( NIA NIA Bur Ridgo IL standam Bank
Patrick J Hunt NIA _ Executive VPCFO NIA 008 NIA NIA Palos Heights IL EVPCfO standanl Bank
deg Scoltzu NIA Asst VPJAssl Asst VPAsst Secy NIA 00CXgt1 NIA NIA
Everyreen Park IL Sea-- SiandagtO Bank
ok Fullrvke 2100379 PALOS 11HH BfANOl 11901 SOUTHWEST HIGHWAY PALOSPARIC ll 00464 COOK UNITED STATES 238448 2 STAN DARO BANK AND TRUST COMPANY 19730
ok rulSltVice 2427544 PALOS lllST BRANCH 9700WEST lllST STREET PALOS PARK ll 00464 COOK UNlTEOSTATES 238449 3 STAN DARO BANK AND TRUST COMPANY 19730
ot llmtedSrvke 3490273 NORTH RIVERSIDE BRANCH BJSOWEST CERMAK ROAD RlvtRSlDE ll COOK UNITED STATES 441864 37 STANDARD BANK AND TRUST COMPANY 19730
ot FuLServke 3202171 SHOREWOOD BRANOl 970 BROOK FOREST AVENUE SHOREWOOD It - t UNITED STATES 419531 33 STANDARD BANICANDTRUSTCOMPANY 19730
ok FulSrvlee 3188918 VILLA PARK BfWIOi 1 WESrRoostVrlTROAD VlltAPARIC It 50181 OUPAGE UNITED STATES 238455 14 STANDARDBANKANDTRUSTCOMPANY 19730
ok FulSrvke WllMINGTON BRANCH lOOSSOUTH WATER STREET WILMINGTON It 004 lt UNITED STATES 238453 12 STANDARD BANK AND TRUST COMPANY 19730
ok Fulfrvk 3197031 CHESTERTON BRANCH middot 755 JNDIAN BOUNDARY ROAD OIESTERTON IN PORTER UNITEDSTAlES 275664 32 STANDARD BANK AND TRUST COMPANY 19730
ok ruUrvic 2161D17 EASTCHCAGO BRANCH 4518 lNOANAPOUS BOULEVARD EAST CHICAGO IN 46312 lAKE UNITEDSTAlES 29 STANDARDSANKANDTRUSTCOMPANY 19730
ok Fulrvk 4913n HAMMOND BRANCH 1007 CALUMET AVENUE HAMMOND IN 46324 AKE UNITEDSTAlES 42227 30 STANDARD BANK AND TRUST COMPANY 19730
Fulrvlc 2161D3S HIGHtAND BRANCH 2930 RIDGE ROAD HIGHLAND IN 46322 UNITEOSTAlES 275659 27 STANDARD BANK AND lRUST COMP AN I 19730
ot Futtsrvke 2161044 LOWHl BRANCH 2090 EAST COMMERICALAVENUE LOWELL IN 463Sfgt21r AKE ONITEDSTAlES 275661 28 STANDARD BANK ANDTRUSTCOMPANI 19730
ok Full Srvlce 3439562 MERRlllVlllE BRANCH 579WESTUNCOlN HIGHWAY MERRlllVlllE IN 46410 AKE ONlEO STATES 450325 39 STANDARD BANK AND TRUST COMPANI 19730
ok Full Srvice 453712 SAINT JOHN BRANCH 9321 WICKER AVENUE SAINT JOHN IN 46373middot00 AKE ONtlEDSTATES 42414 26 STANDARD BANK AND rnusr COMPANY 19730
middot
Report ttem 4 Directors and Office (1) Name amp Address
J-Ohn R Barber New York NY
Christopher Doody Ne-vYork NY
1pound1 Pnncipal Occupation [rtmiddotrmiddotwittl BHC
Mariaging Partner eohesiVe ea pita I
Princlpal Storm Point Capital
(3) (bull) TrtiePosition with BHC Diredor
Director
FORM FR Y-9
STANDARD BANCSHARES INC Fiscal YearEnding Decttmber3112014
(3) lb) ltlePosition wffi1 Subsidiaries
NIA
NIA
(3) (c TrtlePosltlon wttn otherbuslne$es
Managtng Partner Cohesive Capital
Principal Stone Point Ciipitit
bull Stone Point ls the manager of the TriOOnt funds which are investment entities that own 25 or morn of the outstanding voting seairities orinlerests in various companles Mr Doody ls an ernployee and officer of Stone Point and is oo deemed to contror S1oria Point or the Trldent Funds He is not a principal securities holder of Stone Point or the Trident Funds The invstmenl committees of the Trident Funds are responsible for voting the shares or such companies and Mr Doody is not a member of the investment committees of the Trident Fonds A sctiedule of such companies in which U1e Trident funds hnve invested is available upon request
John o Gallagher Ortand Park IL
Managing Genera[ Partner OfdlarU Hill Bldg Co
Director Dior-standarU Bank
Managin9 GenerBi Partner Orchard HlllmiddotB1dg Co President Ordiard Hm Building Co Inc
Managing Member Qnhard Hill Construction LLC
Managing Membelt Austin Construction Co bull LLC
Presdenl Bougton Development Co
President ennStructildeg Co lnc
Prestdenl middot Farmingdare Development eomiddot
middotana9in middotRa -middot middot fariTijngdre _Mittwo middot
Pldciit_ _ Fam1r9dale Utilify Co_
Managing Partner Frtz91erald Lad lnvestment Ptshp
(4) a) 1w of Voting Shares in BHC
563
middot1483
14450
(4)(o) (4) (b) Names of othfr companitts 4 of Voting (if 25 ormorl voting Shares in Subs securities a held
NIA
NIA
NIA
NIA
NIA
NIA
NIA
NIA
NIA
NIA
Dryden Cons1rudioo Co Inc 100
NIA
NIA
NIA
Frtzgerald Land Investment Plshp 25
(1) Name amp Mdlt=
John D Gallagher CJriand Pru IL
(2) Principal rbull _ BHC1
(3) (b) TdfePosition wiU1 SubsXfiarics
(J)(c TrtiePttSition wTUi other buslncssts
Trustee-Vote 100 Galla171ormiddot Henr)Tnisl
- Gallagher amp Henry Inc
Prumlaquo GaDaQhef Parloecs LP GB4 Jnc
Managing Partner Gl6mwod DevelopmElnt Co
Managmjl farlnelt Heruy Co Managmo Hermann Umd Investment Ptshp
Managing- Kolarlrugtd I lgthp Preltldeot Kokast -kimes Inc
PreSdenl Coo$trixtioo middotmiddot nc
- -MiAdams 400 Investment Ptshp
Msoagir(Q Partner Meifefl1 id lnpoundiiini _Pthp Managing Partner sr middotGod 1nVeslmoo Pbhp Managiog Partnef
-LampftPtshp TruSt6e
ThOGalfaghmiddotorSliujiini middot Trust
(4) (bull) of Voting Shares in BHC
(4) (b) of Voting Shares In SUbs
Names of other companies frf 25 degmom voting securiDes arn heJd NIA
NIA
NIA
NIA
NIA
NIA
NIA
Hennarm Lnnd Investment Ptshp 25
K6irland lovStrnerrlPiStip 25 NIA
NIA
NIA
Laod lNeStrnloi PlShp 25
df1li3 lfjJrlvtrpnt PWiP 25
Land l hp 25
e(Lao1fl PtShp 25_-xmiddotmiddot middot
standard tWesTrust 25 middot
(1) Name amp Address
Tnnothy J GsJlaghet Burr Ridge IL
(2) Principal Occupation [d other than with BHC)
(J) (a) TrltePosifion wtth BHC
(3)(b) TdiePosffion wittl Subskfcuies
OlaHrnan of the Board
(J) (c) TitlePosition with other businees
PreOOeot Brittany Glen Homeownoc l=gtc Suffield Woods Homeowner Assoc FanntngdaJe Viage Com Assoc fumlogdale Vdlage Com Assoc 2 Misty Meadoyenr Homeowner Assoc 1ltings1on Hills liomeOMler Assoc Gallagheramp Henrys Condos Goodiogs Grove Assoc Ganaghcr amp Heruys Goocfings Grove Umbretia Assoc Farmingdale Vil Cooos of Woodridge Homeowner Assoc Radc5ffe rtMe TOvlfflhomes Assoc
BNC OWnefs Assodatioo
Boughton Woodward Commenial Center LLC su-lgle MembeltUC- GB4 i5 member
Union Poirrte Investors Uc Sing1e MemberlLC- Union PcWe Oevclopmeot Co b member
Uoion POOte Buadlog Venture 1lLC Union 00rt lnvestorn LlC ts member Union Pofrrte Buikfing Venlilre 112 LLC Unton Point nveslor lLC is member
Union Pointe Boikfing Venture 3 LLC Union Poinl lnveslors UC is member
standgtnJ Bank -ALm1 Construction Co LlC
Pminlaquo Frtzyerald Lnnd Investment Pbttp
(lt)(bull) ofVotlng Shares in BHC
11520
(4) (b) ofVotiog Shares in Subs
NIA
Names of other companies (If 25 or l1XgtflJ voting securities aro held
NIA NIA NIA NIA NIA NIA NIA WA NIA NIA NIA
WA
NIA
WA
WA
NIA
NIA
WA
NIA
NIA
NIA
WA
WA
(1) =
Timothy J GJJbghctshyBorr Ridge IL
(2) Principal (if oUJef than wtth BHC)
3 (a) TitlePosition wilh BHC (3) 1c) Trtielosilion with other businesses ampcretuy amp Henry Inc
_ GieoMXgtd Developmeot Co
Partner Hermann Land Investment Pt5hp KOOr land Investment Ptstip
Secret3y Kolcast Homes loo
__ Koamp Construction Co Inc
Secrebgty Ordnrd Hin Buikfing Co Inc
Pa1nelt srrvb land 1ovestrnent Pshp -Smotelt Land Investment Ptshp Trustee- Vote 100 The Gollagher stmdafd
Trust
-- uruoo Pointe Development Co
lt4)(a) ofVotiog Shares in BHC
(4) (b) of Voting Shares In Sobs
tfamos of othcreomnk (lf25 ormoro vo6ng sccuritios arc held
NIA
NIA
NIA
Hennano Land Investment Ptshp 25
Kolar land Investment Pshp 25
NIA
NIA
NIA
Maas Land Investment Ptshp 25
McAdams Iand lnv=tmeni Plshp 25
Medema land lnvestme111 Ptshp 25
NIA
NIA
NIA
Slivka land Investment Plshp 25
SmoterUmd I Ptshp 25
Unkio Pointe Devdopmcot Co 25
(11 (21 Pl (a) 3 (b) 3) c) 4 (a) (4)b) Names of othelt com pan Name amp Adqross princi Occupation TJdcPositiorl TJHePositiorl TrticPosIDon of Voting of Voting [If 25 or mon voting
(if other than with Bl tc) wtth SHC with Subsidiaries with other businesses Shares In BHC Shares in Subs securities are heJd
Timothy J GaUagilet Slaquoretmy GB4 Inc SurRXgeIL GB4 lnc 251
Uoioo Polnte Bonding Venture 3 UC NIA Uoiont PoCnt lnves1ocs LLC is member
Lawraooe P Kelley NIA DirododVJCO Chaifman Oamp-edooVlce Chairman NIA 023lt))1 NIA NIA Pltullt IL PreraquoleoUCEO -0-0
standam Bank
Atampief Ko-arldt NIA DirodOlt Dirodoc NIA 0140 NIA NIA 1-fmsdak ll -
Howrd K Priess JI - deg Dirodoc Solo Pradiltgtoelt 0140 NIA NIA NapeMe IL Standard Bank
Owner White Oak Construction LlC Wh4te Oak Construction LLC 100
Robert A RoslKWt NIA Lead ndepcodeot Director oltedoc NIA D140( NIA NIA QOCago u standanl Bank
Charles E Shomo rv NIA deg Ciredor NIA 013lfI( NIA NIA Bur Ridgo IL standam Bank
Patrick J Hunt NIA _ Executive VPCFO NIA 008 NIA NIA Palos Heights IL EVPCfO standanl Bank
deg Scoltzu NIA Asst VPJAssl Asst VPAsst Secy NIA 00CXgt1 NIA NIA
Everyreen Park IL Sea-- SiandagtO Bank
Report ttem 4 Directors and Office (1) Name amp Address
J-Ohn R Barber New York NY
Christopher Doody Ne-vYork NY
1pound1 Pnncipal Occupation [rtmiddotrmiddotwittl BHC
Mariaging Partner eohesiVe ea pita I
Princlpal Storm Point Capital
(3) (bull) TrtiePosition with BHC Diredor
Director
FORM FR Y-9
STANDARD BANCSHARES INC Fiscal YearEnding Decttmber3112014
(3) lb) ltlePosition wffi1 Subsidiaries
NIA
NIA
(3) (c TrtlePosltlon wttn otherbuslne$es
Managtng Partner Cohesive Capital
Principal Stone Point Ciipitit
bull Stone Point ls the manager of the TriOOnt funds which are investment entities that own 25 or morn of the outstanding voting seairities orinlerests in various companles Mr Doody ls an ernployee and officer of Stone Point and is oo deemed to contror S1oria Point or the Trldent Funds He is not a principal securities holder of Stone Point or the Trident Funds The invstmenl committees of the Trident Funds are responsible for voting the shares or such companies and Mr Doody is not a member of the investment committees of the Trident Fonds A sctiedule of such companies in which U1e Trident funds hnve invested is available upon request
John o Gallagher Ortand Park IL
Managing Genera[ Partner OfdlarU Hill Bldg Co
Director Dior-standarU Bank
Managin9 GenerBi Partner Orchard HlllmiddotB1dg Co President Ordiard Hm Building Co Inc
Managing Member Qnhard Hill Construction LLC
Managing Membelt Austin Construction Co bull LLC
Presdenl Bougton Development Co
President ennStructildeg Co lnc
Prestdenl middot Farmingdare Development eomiddot
middotana9in middotRa -middot middot fariTijngdre _Mittwo middot
Pldciit_ _ Fam1r9dale Utilify Co_
Managing Partner Frtz91erald Lad lnvestment Ptshp
(4) a) 1w of Voting Shares in BHC
563
middot1483
14450
(4)(o) (4) (b) Names of othfr companitts 4 of Voting (if 25 ormorl voting Shares in Subs securities a held
NIA
NIA
NIA
NIA
NIA
NIA
NIA
NIA
NIA
NIA
Dryden Cons1rudioo Co Inc 100
NIA
NIA
NIA
Frtzgerald Land Investment Plshp 25
(1) Name amp Mdlt=
John D Gallagher CJriand Pru IL
(2) Principal rbull _ BHC1
(3) (b) TdfePosition wiU1 SubsXfiarics
(J)(c TrtiePttSition wTUi other buslncssts
Trustee-Vote 100 Galla171ormiddot Henr)Tnisl
- Gallagher amp Henry Inc
Prumlaquo GaDaQhef Parloecs LP GB4 Jnc
Managing Partner Gl6mwod DevelopmElnt Co
Managmjl farlnelt Heruy Co Managmo Hermann Umd Investment Ptshp
Managing- Kolarlrugtd I lgthp Preltldeot Kokast -kimes Inc
PreSdenl Coo$trixtioo middotmiddot nc
- -MiAdams 400 Investment Ptshp
Msoagir(Q Partner Meifefl1 id lnpoundiiini _Pthp Managing Partner sr middotGod 1nVeslmoo Pbhp Managiog Partnef
-LampftPtshp TruSt6e
ThOGalfaghmiddotorSliujiini middot Trust
(4) (bull) of Voting Shares in BHC
(4) (b) of Voting Shares In SUbs
Names of other companies frf 25 degmom voting securiDes arn heJd NIA
NIA
NIA
NIA
NIA
NIA
NIA
Hennarm Lnnd Investment Ptshp 25
K6irland lovStrnerrlPiStip 25 NIA
NIA
NIA
Laod lNeStrnloi PlShp 25
df1li3 lfjJrlvtrpnt PWiP 25
Land l hp 25
e(Lao1fl PtShp 25_-xmiddotmiddot middot
standard tWesTrust 25 middot
(1) Name amp Address
Tnnothy J GsJlaghet Burr Ridge IL
(2) Principal Occupation [d other than with BHC)
(J) (a) TrltePosifion wtth BHC
(3)(b) TdiePosffion wittl Subskfcuies
OlaHrnan of the Board
(J) (c) TitlePosition with other businees
PreOOeot Brittany Glen Homeownoc l=gtc Suffield Woods Homeowner Assoc FanntngdaJe Viage Com Assoc fumlogdale Vdlage Com Assoc 2 Misty Meadoyenr Homeowner Assoc 1ltings1on Hills liomeOMler Assoc Gallagheramp Henrys Condos Goodiogs Grove Assoc Ganaghcr amp Heruys Goocfings Grove Umbretia Assoc Farmingdale Vil Cooos of Woodridge Homeowner Assoc Radc5ffe rtMe TOvlfflhomes Assoc
BNC OWnefs Assodatioo
Boughton Woodward Commenial Center LLC su-lgle MembeltUC- GB4 i5 member
Union Poirrte Investors Uc Sing1e MemberlLC- Union PcWe Oevclopmeot Co b member
Uoion POOte Buadlog Venture 1lLC Union 00rt lnvestorn LlC ts member Union Pofrrte Buikfing Venlilre 112 LLC Unton Point nveslor lLC is member
Union Pointe Boikfing Venture 3 LLC Union Poinl lnveslors UC is member
standgtnJ Bank -ALm1 Construction Co LlC
Pminlaquo Frtzyerald Lnnd Investment Pbttp
(lt)(bull) ofVotlng Shares in BHC
11520
(4) (b) ofVotiog Shares in Subs
NIA
Names of other companies (If 25 or l1XgtflJ voting securities aro held
NIA NIA NIA NIA NIA NIA NIA WA NIA NIA NIA
WA
NIA
WA
WA
NIA
NIA
WA
NIA
NIA
NIA
WA
WA
(1) =
Timothy J GJJbghctshyBorr Ridge IL
(2) Principal (if oUJef than wtth BHC)
3 (a) TitlePosition wilh BHC (3) 1c) Trtielosilion with other businesses ampcretuy amp Henry Inc
_ GieoMXgtd Developmeot Co
Partner Hermann Land Investment Pt5hp KOOr land Investment Ptstip
Secret3y Kolcast Homes loo
__ Koamp Construction Co Inc
Secrebgty Ordnrd Hin Buikfing Co Inc
Pa1nelt srrvb land 1ovestrnent Pshp -Smotelt Land Investment Ptshp Trustee- Vote 100 The Gollagher stmdafd
Trust
-- uruoo Pointe Development Co
lt4)(a) ofVotiog Shares in BHC
(4) (b) of Voting Shares In Sobs
tfamos of othcreomnk (lf25 ormoro vo6ng sccuritios arc held
NIA
NIA
NIA
Hennano Land Investment Ptshp 25
Kolar land Investment Pshp 25
NIA
NIA
NIA
Maas Land Investment Ptshp 25
McAdams Iand lnv=tmeni Plshp 25
Medema land lnvestme111 Ptshp 25
NIA
NIA
NIA
Slivka land Investment Plshp 25
SmoterUmd I Ptshp 25
Unkio Pointe Devdopmcot Co 25
(11 (21 Pl (a) 3 (b) 3) c) 4 (a) (4)b) Names of othelt com pan Name amp Adqross princi Occupation TJdcPositiorl TJHePositiorl TrticPosIDon of Voting of Voting [If 25 or mon voting
(if other than with Bl tc) wtth SHC with Subsidiaries with other businesses Shares In BHC Shares in Subs securities are heJd
Timothy J GaUagilet Slaquoretmy GB4 Inc SurRXgeIL GB4 lnc 251
Uoioo Polnte Bonding Venture 3 UC NIA Uoiont PoCnt lnves1ocs LLC is member
Lawraooe P Kelley NIA DirododVJCO Chaifman Oamp-edooVlce Chairman NIA 023lt))1 NIA NIA Pltullt IL PreraquoleoUCEO -0-0
standam Bank
Atampief Ko-arldt NIA DirodOlt Dirodoc NIA 0140 NIA NIA 1-fmsdak ll -
Howrd K Priess JI - deg Dirodoc Solo Pradiltgtoelt 0140 NIA NIA NapeMe IL Standard Bank
Owner White Oak Construction LlC Wh4te Oak Construction LLC 100
Robert A RoslKWt NIA Lead ndepcodeot Director oltedoc NIA D140( NIA NIA QOCago u standanl Bank
Charles E Shomo rv NIA deg Ciredor NIA 013lfI( NIA NIA Bur Ridgo IL standam Bank
Patrick J Hunt NIA _ Executive VPCFO NIA 008 NIA NIA Palos Heights IL EVPCfO standanl Bank
deg Scoltzu NIA Asst VPJAssl Asst VPAsst Secy NIA 00CXgt1 NIA NIA
Everyreen Park IL Sea-- SiandagtO Bank
(1) Name amp Mdlt=
John D Gallagher CJriand Pru IL
(2) Principal rbull _ BHC1
(3) (b) TdfePosition wiU1 SubsXfiarics
(J)(c TrtiePttSition wTUi other buslncssts
Trustee-Vote 100 Galla171ormiddot Henr)Tnisl
- Gallagher amp Henry Inc
Prumlaquo GaDaQhef Parloecs LP GB4 Jnc
Managing Partner Gl6mwod DevelopmElnt Co
Managmjl farlnelt Heruy Co Managmo Hermann Umd Investment Ptshp
Managing- Kolarlrugtd I lgthp Preltldeot Kokast -kimes Inc
PreSdenl Coo$trixtioo middotmiddot nc
- -MiAdams 400 Investment Ptshp
Msoagir(Q Partner Meifefl1 id lnpoundiiini _Pthp Managing Partner sr middotGod 1nVeslmoo Pbhp Managiog Partnef
-LampftPtshp TruSt6e
ThOGalfaghmiddotorSliujiini middot Trust
(4) (bull) of Voting Shares in BHC
(4) (b) of Voting Shares In SUbs
Names of other companies frf 25 degmom voting securiDes arn heJd NIA
NIA
NIA
NIA
NIA
NIA
NIA
Hennarm Lnnd Investment Ptshp 25
K6irland lovStrnerrlPiStip 25 NIA
NIA
NIA
Laod lNeStrnloi PlShp 25
df1li3 lfjJrlvtrpnt PWiP 25
Land l hp 25
e(Lao1fl PtShp 25_-xmiddotmiddot middot
standard tWesTrust 25 middot
(1) Name amp Address
Tnnothy J GsJlaghet Burr Ridge IL
(2) Principal Occupation [d other than with BHC)
(J) (a) TrltePosifion wtth BHC
(3)(b) TdiePosffion wittl Subskfcuies
OlaHrnan of the Board
(J) (c) TitlePosition with other businees
PreOOeot Brittany Glen Homeownoc l=gtc Suffield Woods Homeowner Assoc FanntngdaJe Viage Com Assoc fumlogdale Vdlage Com Assoc 2 Misty Meadoyenr Homeowner Assoc 1ltings1on Hills liomeOMler Assoc Gallagheramp Henrys Condos Goodiogs Grove Assoc Ganaghcr amp Heruys Goocfings Grove Umbretia Assoc Farmingdale Vil Cooos of Woodridge Homeowner Assoc Radc5ffe rtMe TOvlfflhomes Assoc
BNC OWnefs Assodatioo
Boughton Woodward Commenial Center LLC su-lgle MembeltUC- GB4 i5 member
Union Poirrte Investors Uc Sing1e MemberlLC- Union PcWe Oevclopmeot Co b member
Uoion POOte Buadlog Venture 1lLC Union 00rt lnvestorn LlC ts member Union Pofrrte Buikfing Venlilre 112 LLC Unton Point nveslor lLC is member
Union Pointe Boikfing Venture 3 LLC Union Poinl lnveslors UC is member
standgtnJ Bank -ALm1 Construction Co LlC
Pminlaquo Frtzyerald Lnnd Investment Pbttp
(lt)(bull) ofVotlng Shares in BHC
11520
(4) (b) ofVotiog Shares in Subs
NIA
Names of other companies (If 25 or l1XgtflJ voting securities aro held
NIA NIA NIA NIA NIA NIA NIA WA NIA NIA NIA
WA
NIA
WA
WA
NIA
NIA
WA
NIA
NIA
NIA
WA
WA
(1) =
Timothy J GJJbghctshyBorr Ridge IL
(2) Principal (if oUJef than wtth BHC)
3 (a) TitlePosition wilh BHC (3) 1c) Trtielosilion with other businesses ampcretuy amp Henry Inc
_ GieoMXgtd Developmeot Co
Partner Hermann Land Investment Pt5hp KOOr land Investment Ptstip
Secret3y Kolcast Homes loo
__ Koamp Construction Co Inc
Secrebgty Ordnrd Hin Buikfing Co Inc
Pa1nelt srrvb land 1ovestrnent Pshp -Smotelt Land Investment Ptshp Trustee- Vote 100 The Gollagher stmdafd
Trust
-- uruoo Pointe Development Co
lt4)(a) ofVotiog Shares in BHC
(4) (b) of Voting Shares In Sobs
tfamos of othcreomnk (lf25 ormoro vo6ng sccuritios arc held
NIA
NIA
NIA
Hennano Land Investment Ptshp 25
Kolar land Investment Pshp 25
NIA
NIA
NIA
Maas Land Investment Ptshp 25
McAdams Iand lnv=tmeni Plshp 25
Medema land lnvestme111 Ptshp 25
NIA
NIA
NIA
Slivka land Investment Plshp 25
SmoterUmd I Ptshp 25
Unkio Pointe Devdopmcot Co 25
(11 (21 Pl (a) 3 (b) 3) c) 4 (a) (4)b) Names of othelt com pan Name amp Adqross princi Occupation TJdcPositiorl TJHePositiorl TrticPosIDon of Voting of Voting [If 25 or mon voting
(if other than with Bl tc) wtth SHC with Subsidiaries with other businesses Shares In BHC Shares in Subs securities are heJd
Timothy J GaUagilet Slaquoretmy GB4 Inc SurRXgeIL GB4 lnc 251
Uoioo Polnte Bonding Venture 3 UC NIA Uoiont PoCnt lnves1ocs LLC is member
Lawraooe P Kelley NIA DirododVJCO Chaifman Oamp-edooVlce Chairman NIA 023lt))1 NIA NIA Pltullt IL PreraquoleoUCEO -0-0
standam Bank
Atampief Ko-arldt NIA DirodOlt Dirodoc NIA 0140 NIA NIA 1-fmsdak ll -
Howrd K Priess JI - deg Dirodoc Solo Pradiltgtoelt 0140 NIA NIA NapeMe IL Standard Bank
Owner White Oak Construction LlC Wh4te Oak Construction LLC 100
Robert A RoslKWt NIA Lead ndepcodeot Director oltedoc NIA D140( NIA NIA QOCago u standanl Bank
Charles E Shomo rv NIA deg Ciredor NIA 013lfI( NIA NIA Bur Ridgo IL standam Bank
Patrick J Hunt NIA _ Executive VPCFO NIA 008 NIA NIA Palos Heights IL EVPCfO standanl Bank
deg Scoltzu NIA Asst VPJAssl Asst VPAsst Secy NIA 00CXgt1 NIA NIA
Everyreen Park IL Sea-- SiandagtO Bank
(1) Name amp Address
Tnnothy J GsJlaghet Burr Ridge IL
(2) Principal Occupation [d other than with BHC)
(J) (a) TrltePosifion wtth BHC
(3)(b) TdiePosffion wittl Subskfcuies
OlaHrnan of the Board
(J) (c) TitlePosition with other businees
PreOOeot Brittany Glen Homeownoc l=gtc Suffield Woods Homeowner Assoc FanntngdaJe Viage Com Assoc fumlogdale Vdlage Com Assoc 2 Misty Meadoyenr Homeowner Assoc 1ltings1on Hills liomeOMler Assoc Gallagheramp Henrys Condos Goodiogs Grove Assoc Ganaghcr amp Heruys Goocfings Grove Umbretia Assoc Farmingdale Vil Cooos of Woodridge Homeowner Assoc Radc5ffe rtMe TOvlfflhomes Assoc
BNC OWnefs Assodatioo
Boughton Woodward Commenial Center LLC su-lgle MembeltUC- GB4 i5 member
Union Poirrte Investors Uc Sing1e MemberlLC- Union PcWe Oevclopmeot Co b member
Uoion POOte Buadlog Venture 1lLC Union 00rt lnvestorn LlC ts member Union Pofrrte Buikfing Venlilre 112 LLC Unton Point nveslor lLC is member
Union Pointe Boikfing Venture 3 LLC Union Poinl lnveslors UC is member
standgtnJ Bank -ALm1 Construction Co LlC
Pminlaquo Frtzyerald Lnnd Investment Pbttp
(lt)(bull) ofVotlng Shares in BHC
11520
(4) (b) ofVotiog Shares in Subs
NIA
Names of other companies (If 25 or l1XgtflJ voting securities aro held
NIA NIA NIA NIA NIA NIA NIA WA NIA NIA NIA
WA
NIA
WA
WA
NIA
NIA
WA
NIA
NIA
NIA
WA
WA
(1) =
Timothy J GJJbghctshyBorr Ridge IL
(2) Principal (if oUJef than wtth BHC)
3 (a) TitlePosition wilh BHC (3) 1c) Trtielosilion with other businesses ampcretuy amp Henry Inc
_ GieoMXgtd Developmeot Co
Partner Hermann Land Investment Pt5hp KOOr land Investment Ptstip
Secret3y Kolcast Homes loo
__ Koamp Construction Co Inc
Secrebgty Ordnrd Hin Buikfing Co Inc
Pa1nelt srrvb land 1ovestrnent Pshp -Smotelt Land Investment Ptshp Trustee- Vote 100 The Gollagher stmdafd
Trust
-- uruoo Pointe Development Co
lt4)(a) ofVotiog Shares in BHC
(4) (b) of Voting Shares In Sobs
tfamos of othcreomnk (lf25 ormoro vo6ng sccuritios arc held
NIA
NIA
NIA
Hennano Land Investment Ptshp 25
Kolar land Investment Pshp 25
NIA
NIA
NIA
Maas Land Investment Ptshp 25
McAdams Iand lnv=tmeni Plshp 25
Medema land lnvestme111 Ptshp 25
NIA
NIA
NIA
Slivka land Investment Plshp 25
SmoterUmd I Ptshp 25
Unkio Pointe Devdopmcot Co 25
(11 (21 Pl (a) 3 (b) 3) c) 4 (a) (4)b) Names of othelt com pan Name amp Adqross princi Occupation TJdcPositiorl TJHePositiorl TrticPosIDon of Voting of Voting [If 25 or mon voting
(if other than with Bl tc) wtth SHC with Subsidiaries with other businesses Shares In BHC Shares in Subs securities are heJd
Timothy J GaUagilet Slaquoretmy GB4 Inc SurRXgeIL GB4 lnc 251
Uoioo Polnte Bonding Venture 3 UC NIA Uoiont PoCnt lnves1ocs LLC is member
Lawraooe P Kelley NIA DirododVJCO Chaifman Oamp-edooVlce Chairman NIA 023lt))1 NIA NIA Pltullt IL PreraquoleoUCEO -0-0
standam Bank
Atampief Ko-arldt NIA DirodOlt Dirodoc NIA 0140 NIA NIA 1-fmsdak ll -
Howrd K Priess JI - deg Dirodoc Solo Pradiltgtoelt 0140 NIA NIA NapeMe IL Standard Bank
Owner White Oak Construction LlC Wh4te Oak Construction LLC 100
Robert A RoslKWt NIA Lead ndepcodeot Director oltedoc NIA D140( NIA NIA QOCago u standanl Bank
Charles E Shomo rv NIA deg Ciredor NIA 013lfI( NIA NIA Bur Ridgo IL standam Bank
Patrick J Hunt NIA _ Executive VPCFO NIA 008 NIA NIA Palos Heights IL EVPCfO standanl Bank
deg Scoltzu NIA Asst VPJAssl Asst VPAsst Secy NIA 00CXgt1 NIA NIA
Everyreen Park IL Sea-- SiandagtO Bank
(1) =
Timothy J GJJbghctshyBorr Ridge IL
(2) Principal (if oUJef than wtth BHC)
3 (a) TitlePosition wilh BHC (3) 1c) Trtielosilion with other businesses ampcretuy amp Henry Inc
_ GieoMXgtd Developmeot Co
Partner Hermann Land Investment Pt5hp KOOr land Investment Ptstip
Secret3y Kolcast Homes loo
__ Koamp Construction Co Inc
Secrebgty Ordnrd Hin Buikfing Co Inc
Pa1nelt srrvb land 1ovestrnent Pshp -Smotelt Land Investment Ptshp Trustee- Vote 100 The Gollagher stmdafd
Trust
-- uruoo Pointe Development Co
lt4)(a) ofVotiog Shares in BHC
(4) (b) of Voting Shares In Sobs
tfamos of othcreomnk (lf25 ormoro vo6ng sccuritios arc held
NIA
NIA
NIA
Hennano Land Investment Ptshp 25
Kolar land Investment Pshp 25
NIA
NIA
NIA
Maas Land Investment Ptshp 25
McAdams Iand lnv=tmeni Plshp 25
Medema land lnvestme111 Ptshp 25
NIA
NIA
NIA
Slivka land Investment Plshp 25
SmoterUmd I Ptshp 25
Unkio Pointe Devdopmcot Co 25
(11 (21 Pl (a) 3 (b) 3) c) 4 (a) (4)b) Names of othelt com pan Name amp Adqross princi Occupation TJdcPositiorl TJHePositiorl TrticPosIDon of Voting of Voting [If 25 or mon voting
(if other than with Bl tc) wtth SHC with Subsidiaries with other businesses Shares In BHC Shares in Subs securities are heJd
Timothy J GaUagilet Slaquoretmy GB4 Inc SurRXgeIL GB4 lnc 251
Uoioo Polnte Bonding Venture 3 UC NIA Uoiont PoCnt lnves1ocs LLC is member
Lawraooe P Kelley NIA DirododVJCO Chaifman Oamp-edooVlce Chairman NIA 023lt))1 NIA NIA Pltullt IL PreraquoleoUCEO -0-0
standam Bank
Atampief Ko-arldt NIA DirodOlt Dirodoc NIA 0140 NIA NIA 1-fmsdak ll -
Howrd K Priess JI - deg Dirodoc Solo Pradiltgtoelt 0140 NIA NIA NapeMe IL Standard Bank
Owner White Oak Construction LlC Wh4te Oak Construction LLC 100
Robert A RoslKWt NIA Lead ndepcodeot Director oltedoc NIA D140( NIA NIA QOCago u standanl Bank
Charles E Shomo rv NIA deg Ciredor NIA 013lfI( NIA NIA Bur Ridgo IL standam Bank
Patrick J Hunt NIA _ Executive VPCFO NIA 008 NIA NIA Palos Heights IL EVPCfO standanl Bank
deg Scoltzu NIA Asst VPJAssl Asst VPAsst Secy NIA 00CXgt1 NIA NIA
Everyreen Park IL Sea-- SiandagtO Bank
(11 (21 Pl (a) 3 (b) 3) c) 4 (a) (4)b) Names of othelt com pan Name amp Adqross princi Occupation TJdcPositiorl TJHePositiorl TrticPosIDon of Voting of Voting [If 25 or mon voting
(if other than with Bl tc) wtth SHC with Subsidiaries with other businesses Shares In BHC Shares in Subs securities are heJd
Timothy J GaUagilet Slaquoretmy GB4 Inc SurRXgeIL GB4 lnc 251
Uoioo Polnte Bonding Venture 3 UC NIA Uoiont PoCnt lnves1ocs LLC is member
Lawraooe P Kelley NIA DirododVJCO Chaifman Oamp-edooVlce Chairman NIA 023lt))1 NIA NIA Pltullt IL PreraquoleoUCEO -0-0
standam Bank
Atampief Ko-arldt NIA DirodOlt Dirodoc NIA 0140 NIA NIA 1-fmsdak ll -
Howrd K Priess JI - deg Dirodoc Solo Pradiltgtoelt 0140 NIA NIA NapeMe IL Standard Bank
Owner White Oak Construction LlC Wh4te Oak Construction LLC 100
Robert A RoslKWt NIA Lead ndepcodeot Director oltedoc NIA D140( NIA NIA QOCago u standanl Bank
Charles E Shomo rv NIA deg Ciredor NIA 013lfI( NIA NIA Bur Ridgo IL standam Bank
Patrick J Hunt NIA _ Executive VPCFO NIA 008 NIA NIA Palos Heights IL EVPCfO standanl Bank
deg Scoltzu NIA Asst VPJAssl Asst VPAsst Secy NIA 00CXgt1 NIA NIA
Everyreen Park IL Sea-- SiandagtO Bank