FIRST NBC BANK HOLDING COMPANY (NASDAQ:FNBC) Files An 8-K Non-Reliance on Previously Issued Financial Statements or a Related Audit Report or Completed Interim Review

FIRST NBC BANK HOLDING COMPANY (NASDAQ:FNBC) Files An 8-K Non-Reliance on Previously Issued Financial Statements or a Related Audit Report or Completed Interim Review

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Item 4.02(a)

Non-Reliance on Previously Issued Financial Statements or a
Related Audit Report or Completed Interim Review
As previously disclosed by Current Report on Form 8-K, filed
January 31, 2017, First NBC Bank Holding Company (the Company)
reached a preliminary conclusion that it expected to record a
material valuation allowance with respect to its deferred tax asset
and that it had not completed its processes to determine its
valuation allowance for certain loans, tax credit entities or
low-income housing projects. Since that time, the Company has been
taking steps designed to enable it to finalize its review of each
of these items, including through the completion of internal and
external evaluations of its loan portfolio and deferred tax asset
valuation allowance.
Although the determination is preliminary and subject to the
completion of additional procedures, on April 21, 2017, the Audit
Committee of the Board of Directors (the Audit Committee) and
management of the Company concluded that certain annual and interim
period consolidated financial statements, as of and for the periods
ended June 30, 2016 and prior thereto, require restatement and
should no longer be relied upon. Similarly, related press releases
and earnings releases, as well as managements report on the
effectiveness of internal control over financial reporting as of
such periods, should no longer be relied upon.
The Company has made this determination based on its evaluation of
the internal and external reviews of its loan portfolio, the
adequacy of the allowance for loan losses with respect to such
loans and the appropriate periods in which any impairment with
respect to such loans should be recognized. The Company is
continuing to assess and quantify these and other potentially
significant matters, including the impact that its loan portfolio
evaluation may have on the Company’s previous conclusions
regarding the carrying values of deferred tax assets and other tax
motivated investments during such prior periods. The impact of
these assessments is expected to be reflected in the restated
financial statements. At this time, the Company has determined that
the consolidated financial statements for the year ended December
31, 2015, as well as each of the interim periods within 2016 and
2015, require restatement. The Company requires additional time to
determine the extent to which additional prior periods may be
subject to restatement.
The Company intends to file as soon as practicable restated
consolidated financial statements as of and of for the year ended
December 31, 2015, and any prior period determined to be materially
impacted by such adjustments, in the Companys Annual Report on Form
10-K for the year ended December 31, 2016 (2016 Form 10-K). In
addition, the Company intends to include in the 2016 Form 10-K (i)
restated Selected Financial Data for the years covered by the
restatement and (ii) a discussion of the effect of the restatement
upon the covered periods as a part of Managements Discussion and
Analysis. Based on the information the Company intends to include
in its 2016 Form 10-K, the Company does not intend to file an
amendment to the Companys Annual Report on Form 10-K or the
quarterly reports on Forms 10-Q for the year ended December 31,
2015 or any prior period. In connection with the filing of its 2016
Form 10-K, the Company intends to amend its quarterly reports on
Forms 10-Q for the periods ended March 31, 2016 and June 30, 2016,
as appropriate.
The Audit Committee and the Companys management have discussed the
matters disclosed in this Form 8-K under this Item 4.02(a) with the
Companys independent registered public accounting firm, Crowe
Horwath LLP.
Item 5.02
Departure of Directors or Certain Officers; Election of
Directors; Appointment of Certain Officers; Compensatory
Arrangements of Certain Officers.
On April 20, 2017, First NBC Bank (the Bank), the wholly-owned
subsidiary of the Company, took action to appoint Brad Calloway as
Chief Credit Officer, subject to and effective upon the receipt of
applicable regulatory approvals. Mr. Calloway would succeed William
J. Burnell, who had served as Senior Executive Vice President and
Chief Credit Officer of the Company and Bank since inception.
Mr. Calloway, age 56, has more than 30 years of experience in the
banking and financial services sector and has served as an
executive officer within the commercial banking group of the Bank
since 2006. Mr. Calloway has a vast array of experience in the
areas of commercial lending, credit underwriting and
administration, special assets, loan review and tax credits. Prior
to joining the Bank, he served in various officer roles at the
former First Commerce Corporation, including as Commercial Lending
Officer, Regional Branch Manager, Private Banking Manager, and
Commercial Special Assets Officer, and at Hibernia Bank, where he
served as a Loan Review Officer and Special Assets Officer. Prior
to his banking career, Mr. Calloway served as an auditor at Arthur
Andersen LLP. Mr. Calloway is a graduate of Mississippi State
University, where he earned a Bachelor of Professional Accountancy
degree, and has completed the CPA certification process. Mr.
Calloway also serves as an Adjunct Lecturer at Tulane University.
No changes with respect to compensation arrangements have been made
at this time, pending the receipt of applicable regulatory
approvals.
Forward-Looking Statements
This report contains certain forward-looking statements within the
meaning of the safe harbor provisions of the Private Securities
Litigation Reform Act of 1995, as amended. Forward-looking
statements do not relate strictly to historical or current facts.
Forward-looking statements reflect the current views and estimates
of management of the Company with respect to future economic
circumstances, industry conditions, company performance and
financial results. They often include the words believe, expect,
anticipate, intend, plan, estimate or words of similar meaning, or
future or conditional verbs such as will, would, should, could or
may. Forward-looking statements, by their nature, are subject to
risks and uncertainties. A number of factors – many of which are
beyond the control of the Company – could cause actual conditions,
events or results to differ significantly from those described in
the forward-looking statements. Among other factors, actual results
may differ from those described in forward-looking statements due
to potential delays in the preparation of restated financial
statements; the risk that additional information will come to light
during the course of the preparation of restated financial
statements that alters the scope or magnitude of the restatement,
potential reviews, investigations or other proceedings by
government authorities, stockholders or other parties; the risk
that the Companys remediation plan will be unsuccessful to prevent
or detect additional misstatements and potential delays arising
from the restatement, including a potential inability to prepare
financial statements or file periodic reports on a timely basis;
the Companys ability to comply with its plan to regain compliance
with Nasdaq listing standards, to maintain the listing of its
securities on Nasdaq and to comply with all other listing rules
applicable to it; as well as other factors included in filings made
by the Company with the Securities and Exchange Commission,
including those risk factors set forth in the Companys Annual
Report on Form 10-K for the year ended December 31, 2015.
Forward-looking statements speak only as of the date they are made.
Copies of the Companys reports filed with the Securities and
Exchange Commission are available in the Investor Relations section
of the Companys website, www.firstnbcbank.com. The Company
undertakes no duty to update forward-looking statements to reflect
circumstances or events that occur after the date the
forward-looking statements are made or to reflect the occurrence of
unanticipated events.


About FIRST NBC BANK HOLDING COMPANY (NASDAQ:FNBC)

First NBC Bank Holding Company is a bank holding company. The Company offers a range of financial services through its banking subsidiary, First NBC Bank. The Company operates through community banking segment. It offers financial services to businesses, institutions and individuals in southeastern Louisiana and the Florida panhandle. The Company’s primary focus is on commercial real estate and commercial lending. Its loans include construction loans, commercial real estate loans, consumer real estate loans, commercial and industrial loans, and consumer loans. Its securities portfolio consists primarily of the United States Government agency obligations, mortgage-backed securities, and municipal securities, although the Company also holds corporate bonds. The Company’s primary source of funding for its loans is deposits. Its deposits include noninterest-bearing demand, negotiable order of withdrawal (NOW) accounts, money market accounts, savings deposits and certificates of deposit.

FIRST NBC BANK HOLDING COMPANY (NASDAQ:FNBC) Recent Trading Information

FIRST NBC BANK HOLDING COMPANY (NASDAQ:FNBC) closed its last trading session 00.00 at 3.50 with 275,763 shares trading hands.

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