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HANCOCK WHITNEY CORP - Quarter Report: 2019 June (Form 10-Q)

Table of Contents

 

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 10-Q

 

(Mark one)

QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended June 30, 2019

OR

TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from           to            

Commission file number: 001-36872

HANCOCK WHITNEY CORPORATION

(Exact name of registrant as specified in its charter)

 

Mississippi

 

64-0693170

(State or other jurisdiction of

incorporation or organization)

 

(I.R.S. Employer

Identification No.)



 

 

Hancock Whitney Plaza, 2510 14th Street,

Gulfport, Mississippi

 

39501

(Address of principal executive offices)

 

(Zip Code)

(228) 868-4000

(Registrant’s telephone number, including area code)

NOT APPLICABLE

(Former name, address and fiscal year, if changed since last report)

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15 (d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.    Yes    No

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).    Yes    No

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definition s of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act:

 

Large accelerated filer

 

Accelerated filer

Non-accelerated filer

 

Smaller reporting company

Emerging growth company

 

 

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).    Yes    No

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading symbol(s)

Name of each exchange on which registered

Common stock, par value $3.33 per share

HWC

Nasdaq

Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date. 

85,769,278 common shares were outstanding as of July 31, 2019.

 

 

 


Table of Contents

 

Hancock Whitney Corporation

Index

Part I. Financial Information

Page

Number

ITEM 1.

Financial Statements

4

 

Consolidated Balance Sheets (unaudited) – June 30, 2019 and December 31, 2018

4

 

Consolidated Statements of Income (unaudited) – Three and Six Months Ended June 30, 2019 and 2018

5

 

Consolidated Statements of Comprehensive Income (unaudited) – Three and Six Months Ended June 30, 2019 and 2018

6

 

Consolidated Statements of Changes in Stockholders’ Equity (unaudited) – Three and Six Months Ended June 30, 2019 and 2018

7

 

Consolidated Statements of Cash Flows (unaudited) – Six Months Ended June 30, 2019 and 2018

8

 

Notes to Consolidated Financial Statements (unaudited) – June 30, 2019 and 2018

9

ITEM 2.

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

36

ITEM 3.

Quantitative and Qualitative Disclosures about Market Risk

59

ITEM 4.

Controls and Procedures

59

Part II.  Other Information

 

ITEM 1.

Legal Proceedings

61

ITEM 1A.

Risk Factors

61

ITEM 2.

Unregistered Sales of Equity Securities and Use of Proceeds

61

ITEM 3.

Default on Senior Securities

N/A

ITEM 4.

Mine Safety Disclosures

N/A

ITEM 5.

Other Information

N/A

ITEM 6.

Exhibits

61

Signatures

62

 

2


Table of Contents

 

Hancock Whitney Corporation

Glossary of Defined Terms

Entities:

Hancock Whitney Corporation – a financial holding company registered with the Securities and Exchange Commission

Hancock Whitney Bank – a wholly-owned subsidiary of Hancock Whitney Corporation through which Hancock Whitney Corporation conducts its banking operations

Company – Hancock Whitney Corporation and its wholly-owned subsidiaries

Parent – Hancock Whitney Corporation, exclusive of its subsidiaries

Bank – Hancock Whitney Bank

Other Terms:

AFS – available for sale securities

AOCI – accumulated other comprehensive income or loss

ALLL – allowance for loan and lease losses

ASC – Accounting Standards Codification

ASU – Accounting Standards Update

ATM - automated teller machine

Basel III - Basel Committee's 2010 Regulatory Capital Framework (Third Accord)

Beta – amount by which deposit or loan costs change in response to movement in short-term interest rates

Beige Book - Federal Reserve’s Summary of Commentary on Current Economic Conditions  

BOLI – Bank-owned life insurance

bp(s) – Basis point(s)

C&I – commercial and industrial loans

Capital One – Capital One, National Association, from which the Company acquired a trust and asset management business in July 2018.

CECL – Current Expected Credit Losses, the Accounting Standards Update effective for the Company on January 1, 2020

CD – certificate of deposit

CDE – Community Development Entity

CMO – Collateralized Mortgage Obligation

FASB – Financial Accounting Standards Board

FDIC – Federal Deposit Insurance Corporation

Federal Reserve Bank – The 12 banks that are the operating arms of the U.S. central bank. They implement the policies of the Federal Reserve Board and also conduct economic research.

FHLB – Federal Home Loan Bank

GAAP – Generally Accepted Accounting Principles in the United States of America

HFC – Harrison Finance Company, a former consumer finance subsidiary

HTM – held to maturity securities

LIBOR – London Interbank Offered Rate

LIHTC – Low Income Housing Tax Credit

MD&A – management’s discussion and analysis of financial condition and results of operations

MidSouth – MidSouth Bancorp, Inc., an entity the Company has agreed to acquire under an Agreement and Plan of Merger dated April 30, 2019

NAICS – North American Industry Classification System

NII – Net interest income

n/m – not meaningful

OCI – other comprehensive income

OFI – Louisiana Office of Financial Institutions

ORE – other real estate defined as foreclosed and surplus real estate

PCI – purchased credit impaired loans

Repos – securities sold under agreements to repurchase

SEC – U.S. Securities and Exchange Commission

Securities Act – Securities Act of 1933, as amended

Tax Act – Tax Cuts and Jobs Act of 2017

te – taxable equivalent adjustment, or the term used to indicate that a financial measure is presented on a fully taxable equivalent basis

TDR – troubled debt restructuring (as defined in ASC 310-40)

TSR – total shareholder return

U.S. Treasury – The United States Department of the Treasury

3


Table of Contents

 

Part I. Financial Information

Item 1. Financial Statements

Hancock Whitney Corporation and Subsidiaries

Consolidated Balance Sheets

(Unaudited)

 

 

June 30,

 

 

December 31,

 

(in thousands, except per share data)

 

2019

 

 

2018

 

ASSETS

 

 

 

 

 

 

 

 

Cash and due from banks

 

$

365,152

 

 

$

383,372

 

Interest-bearing bank deposits

 

 

150,765

 

 

 

110,579

 

Federal funds sold

 

 

297

 

 

 

515

 

Securities available for sale, at fair value (amortized cost of $2,758,723 and $2,755,806)

 

 

2,790,468

 

 

 

2,691,037

 

Securities held to maturity (fair value of $2,979,401 and $2,935,856)

 

 

2,935,267

 

 

 

2,979,547

 

Loans held for sale

 

 

36,150

 

 

 

28,150

 

Loans

 

 

20,175,812

 

 

 

20,026,411

 

Less: allowance for loan losses

 

 

(195,625

)

 

 

(194,514

)

Loans, net

 

 

19,980,187

 

 

 

19,831,897

 

Property and equipment, net of accumulated depreciation of $238,051 and $225,969

 

 

360,298

 

 

 

353,668

 

Right of use assets, net of accumulated amortization of $6,172

 

 

113,319

 

 

 

 

Prepaid expenses

 

 

40,701

 

 

 

35,047

 

Other real estate and foreclosed assets, net

 

 

27,520

 

 

 

26,270

 

Accrued interest receivable

 

 

88,391

 

 

 

86,681

 

Goodwill

 

 

792,084

 

 

 

790,972

 

Other intangible assets, net

 

 

85,967

 

 

 

96,151

 

Life insurance contracts

 

 

591,287

 

 

 

549,300

 

Deferred tax asset, net

 

 

 

 

 

22,967

 

Funded pension assets, net

 

 

172,946

 

 

 

65,125

 

Other assets

 

 

231,064

 

 

 

184,629

 

Total assets

 

$

28,761,863

 

 

$

28,235,907

 

LIABILITIES AND STOCKHOLDERS' EQUITY

 

 

 

 

 

 

 

 

Liabilities:

 

 

 

 

 

 

 

 

Deposits

 

 

 

 

 

 

 

 

Noninterest-bearing

 

$

8,114,632

 

 

$

8,499,027

 

Interest-bearing

 

 

15,121,410

 

 

 

14,651,158

 

Total deposits

 

 

23,236,042

 

 

 

23,150,185

 

Short-term borrowings

 

 

1,641,598

 

 

 

1,589,128

 

Long-term debt

 

 

232,754

 

 

 

224,993

 

Accrued interest payable

 

 

19,060

 

 

 

12,267

 

Lease liabilities

 

 

128,718

 

 

 

 

Deferred tax liability, net

 

 

33,046

 

 

 

 

Other liabilities

 

 

151,730

 

 

 

177,994

 

Total liabilities

 

 

25,442,948

 

 

 

25,154,567

 

Stockholders' equity:

 

 

 

 

 

 

 

 

Common stock

 

 

292,716

 

 

 

292,716

 

Capital surplus

 

 

1,737,492

 

 

 

1,725,741

 

Retained earnings

 

 

1,363,910

 

 

 

1,243,592

 

Accumulated other comprehensive loss, net

 

 

(75,203

)

 

 

(180,709

)

Total stockholders' equity

 

 

3,318,915

 

 

 

3,081,340

 

Total liabilities and stockholders' equity

 

$

28,761,863

 

 

$

28,235,907

 

Preferred shares authorized (par value of $20.00 per share)

 

 

50,000

 

 

 

50,000

 

Preferred shares issued and outstanding

 

 

 

 

 

 

Common shares authorized (par value of $3.33 per share)

 

 

350,000

 

 

 

350,000

 

Common shares issued

 

 

87,903

 

 

 

87,903

 

Common shares outstanding

 

 

85,759

 

 

 

85,643

 

 

See notes to unaudited consolidated financial statements.

4


Table of Contents

 

Hancock Whitney Corporation and Subsidiaries

Consolidated Statements of Income

(Unaudited)

 

 

 

Three Months Ended

 

 

Six Months Ended

 

 

 

June 30,

 

 

June 30,

 

(in thousands, except per share data)

 

2019

 

 

2018

 

 

2019

 

 

2018

 

Interest income:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Loans, including fees

 

$

243,233

 

 

$

215,161

 

 

$

481,515

 

 

$

421,008

 

Loans held for sale

 

 

344

 

 

 

295

 

 

 

597

 

 

 

516

 

Securities-taxable

 

 

30,244

 

 

 

30,783

 

 

 

61,383

 

 

 

60,084

 

Securities-tax exempt

 

 

5,211

 

 

 

5,490

 

 

 

10,657

 

 

 

11,027

 

Short-term investments

 

 

1,346

 

 

 

575

 

 

 

2,509

 

 

 

1,064

 

Total interest income

 

 

280,378

 

 

 

252,304

 

 

 

556,661

 

 

 

493,699

 

Interest expense:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Deposits

 

 

49,843

 

 

 

29,870

 

 

 

95,981

 

 

 

56,829

 

Short-term borrowings

 

 

7,847

 

 

 

7,416

 

 

 

15,929

 

 

 

12,767

 

Long-term debt

 

 

2,820

 

 

 

3,471

 

 

 

5,629

 

 

 

6,892

 

Total interest expense

 

 

60,510

 

 

 

40,757

 

 

 

117,539

 

 

 

76,488

 

Net interest income

 

 

219,868

 

 

 

211,547

 

 

 

439,122

 

 

 

417,211

 

Provision for loan losses

 

 

8,088

 

 

 

8,891

 

 

 

26,131

 

 

 

21,144

 

Net interest income after provision for loan losses

 

 

211,780

 

 

 

202,656

 

 

 

412,991

 

 

 

396,067

 

Noninterest income:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Service charges on deposit accounts

 

 

20,723

 

 

 

20,981

 

 

 

41,090

 

 

 

42,429

 

Trust fees

 

 

15,904

 

 

 

11,653

 

 

 

31,028

 

 

 

22,988

 

Bank card and ATM fees

 

 

16,619

 

 

 

15,464

 

 

 

31,909

 

 

 

29,922

 

Investment and annuity fees and insurance commissions

 

 

6,591

 

 

 

6,264

 

 

 

13,119

 

 

 

12,389

 

Secondary mortgage market operations

 

 

4,433

 

 

 

3,965

 

 

 

8,159

 

 

 

7,366

 

Other income

 

 

14,980

 

 

 

10,505

 

 

 

24,448

 

 

 

19,990

 

Total noninterest income

 

 

79,250

 

 

 

68,832

 

 

 

149,753

 

 

 

135,084

 

Noninterest expense:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Compensation expense

 

 

87,747

 

 

 

79,885

 

 

 

171,715

 

 

 

159,985

 

Employee benefits

 

 

18,888

 

 

 

17,358

 

 

 

38,618

 

 

 

37,232

 

Personnel expense

 

 

106,635

 

 

 

97,243

 

 

 

210,333

 

 

 

197,217

 

Net occupancy expense

 

 

12,961

 

 

 

12,316

 

 

 

24,945

 

 

 

23,326

 

Equipment expense

 

 

4,342

 

 

 

4,262

 

 

 

9,021

 

 

 

7,808

 

Data processing expense

 

 

20,088

 

 

 

18,273

 

 

 

39,419

 

 

 

34,722

 

Professional services expense

 

 

9,665

 

 

 

13,381

 

 

 

17,833

 

 

 

22,636

 

Amortization of intangible assets

 

 

5,047

 

 

 

5,322

 

 

 

10,185

 

 

 

10,940

 

Deposit insurance and regulatory fees

 

 

4,755

 

 

 

8,376

 

 

 

10,161

 

 

 

16,324

 

Other real estate (income) expense

 

 

395

 

 

 

(289

)

 

 

(596

)

 

 

(79

)

Other expense

 

 

19,679

 

 

 

25,518

 

 

 

37,966

 

 

 

42,299

 

Total noninterest expense

 

 

183,567

 

 

 

184,402

 

 

 

359,267

 

 

 

355,193

 

Income before income taxes

 

 

107,463

 

 

 

87,086

 

 

 

203,477

 

 

 

175,958

 

Income taxes

 

 

19,186

 

 

 

15,909

 

 

 

36,036

 

 

 

32,306

 

Net income

 

$

88,277

 

 

$

71,177

 

 

$

167,441

 

 

$

143,652

 

Earnings per common share-basic

 

$

1.01

 

 

$

0.82

 

 

$

1.92

 

 

$

1.65

 

Earnings per common share-diluted

 

$

1.01

 

 

$

0.82

 

 

$

1.92

 

 

$

1.65

 

Dividends paid per share

 

$

0.27

 

 

$

0.24

 

 

$

0.54

 

 

$

0.48

 

Weighted average shares outstanding-basic

 

 

85,728

 

 

 

85,305

 

 

 

85,708

 

 

 

85,273

 

Weighted average shares outstanding-diluted

 

 

85,835

 

 

 

85,483

 

 

 

85,810

 

 

 

85,451

 

 

See notes to unaudited consolidated financial statements.

 

5


Table of Contents

 

Hancock Whitney Corporation and Subsidiaries

Consolidated Statements of Comprehensive Income

(Unaudited)

 

 

 

Three Months Ended

 

 

Six Months Ended

 

 

 

June 30,

 

 

June 30,

 

(in thousands)

 

2019

 

 

2018

 

 

2019

 

 

2018

 

Net income

 

$

88,277

 

 

$

71,177

 

 

$

167,441

 

 

$

143,652

 

Other comprehensive income/loss before income taxes:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net change in unrealized gain/loss on securities available for sale and cash flow hedges

 

 

69,225

 

 

 

(23,409

)

 

 

126,468

 

 

 

(85,653

)

Reclassification of net losses realized and included in earnings

 

 

3,984

 

 

 

2,217

 

 

 

8,203

 

 

 

4,013

 

Other Valuation Adjustments for employee benefit plan

 

 

 

 

 

(9,039

)

 

 

 

 

 

(9,039

)

Amortization of unrealized net loss on securities transferred to held to maturity

 

 

890

 

 

 

925

 

 

 

1,481

 

 

 

1,680

 

Other comprehensive income/loss before income taxes

 

 

74,099

 

 

 

(29,306

)

 

 

136,152

 

 

 

(88,999

)

Income tax expense (benefit)

 

 

16,793

 

 

 

(6,646

)

 

 

30,646

 

 

 

(20,192

)

Other comprehensive income/loss net of income taxes

 

 

57,306

 

 

 

(22,660

)

 

 

105,506

 

 

 

(68,807

)

Comprehensive income

 

$

145,583

 

 

$

48,517

 

 

$

272,947

 

 

$

74,845

 

 

See notes to unaudited consolidated financial statements.

 

6


Table of Contents

 

Hancock Whitney Corporation and Subsidiaries

Consolidated Statements of Changes in Stockholders’ Equity

(Unaudited)

 

Three Months Ended June 30, 2019 and 2018

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Accumulated

 

 

 

 

 

 

 

Common Stock

 

 

 

 

 

 

 

 

 

 

Other

 

 

 

 

 

(in thousands, except per share data)

 

Shares

Issued

 

 

Amount

 

 

Capital

Surplus

 

 

Retained

Earnings

 

 

Comprehensive

Loss, Net

 

 

Total

 

Balance, March 31, 2019

 

 

87,903

 

 

$

292,716

 

 

$

1,731,148

 

 

$

1,299,220

 

 

$

(132,509

)

 

$

3,190,575

 

Net income

 

 

 

 

 

 

 

 

 

 

 

88,277

 

 

 

 

 

 

88,277

 

Other comprehensive income

 

 

 

 

 

 

 

 

 

 

 

 

 

 

57,306

 

 

 

57,306

 

Comprehensive income

 

 

 

 

 

 

 

 

 

 

 

88,277

 

 

 

57,306

 

 

 

145,583

 

Cash dividends declared ($0.27 per common share)

 

 

 

 

 

 

 

 

 

 

 

(23,593

)

 

 

 

 

 

(23,593

)

Common stock activity, long-term incentive plan

 

 

 

 

 

 

 

 

5,420

 

 

 

6

 

 

 

 

 

 

5,426

 

Issuance of stock from dividend reinvestment and stock purchase plans

 

 

 

 

 

 

 

 

924

 

 

 

 

 

 

 

 

 

924

 

Balance, June 30, 2019

 

 

87,903

 

 

$

292,716

 

 

$

1,737,492

 

 

$

1,363,910

 

 

$

(75,203

)

 

$

3,318,915

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Balance, March 31, 2018

 

 

87,903

 

 

$

292,716

 

 

$

1,723,689

 

 

$

1,060,182

 

 

$

(180,549

)

 

$

2,896,038

 

Net income

 

 

 

 

 

 

 

 

 

 

 

71,177

 

 

 

 

 

 

71,177

 

Other comprehensive loss

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(22,660

)

 

 

(22,660

)

Comprehensive income

 

 

 

 

 

 

 

 

 

 

 

71,177

 

 

 

(22,660

)

 

 

48,517

 

Cash dividends declared ($0.24 per common share)

 

 

 

 

 

 

 

 

 

 

 

(20,894

)

 

 

 

 

 

(20,894

)

Common stock activity, long-term incentive plan

 

 

 

 

 

 

 

 

5,044

 

 

 

41

 

 

 

 

 

 

5,085

 

Issuance of stock from dividend reinvestment and stock purchase plans

 

 

 

 

 

 

 

 

809

 

 

 

 

 

 

 

 

 

809

 

Balance, June 30, 2018

 

 

87,903

 

 

$

292,716

 

 

$

1,729,542

 

 

$

1,110,506

 

 

$

(203,209

)

 

$

2,929,555

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Six Months Ended June 30, 2019 and 2018

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Accumulated

 

 

 

 

 

 

 

Common Stock

 

 

 

 

 

 

 

 

 

 

Other

 

 

 

 

 

(in thousands, except per share data)

 

Shares

Issued

 

 

Amount

 

 

Capital

Surplus

 

 

Retained

Earnings

 

 

Comprehensive

Loss, Net

 

 

Total

 

Balance, December 31, 2018

 

 

87,903

 

 

$

292,716

 

 

$

1,725,741

 

 

$

1,243,592

 

 

$

(180,709

)

 

$

3,081,340

 

Net income

 

 

 

 

 

 

 

 

 

 

 

167,441

 

 

 

 

 

 

167,441

 

Other comprehensive income

 

 

 

 

 

 

 

 

 

 

 

 

 

 

105,506

 

 

 

105,506

 

Comprehensive income

 

 

 

 

 

 

 

 

 

 

 

167,441

 

 

 

105,506

 

 

 

272,947

 

Cash dividends declared ($0.54 per common share)

 

 

 

 

 

 

 

 

 

 

 

(47,174

)

 

 

 

 

 

(47,174

)

Common stock activity, long-term incentive plan

 

 

 

 

 

 

 

 

9,948

 

 

 

51

 

 

 

 

 

 

9,999

 

Issuance of stock from dividend reinvestment and stock purchase plans

 

 

 

 

 

 

 

 

1,803

 

 

 

 

 

 

 

 

 

1,803

 

Balance, June 30, 2019

 

 

87,903

 

 

$

292,716

 

 

$

1,737,492

 

 

$

1,363,910

 

 

$

(75,203

)

 

$

3,318,915

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Balance, December 31, 2017

 

 

87,903

 

 

$

292,716

 

 

$

1,718,117

 

 

$

1,008,518

 

 

$

(134,402

)

 

$

2,884,949

 

Net income

 

 

 

 

 

 

 

 

 

 

 

143,652

 

 

 

 

 

 

143,652

 

Other comprehensive loss

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(68,807

)

 

 

(68,807

)

Comprehensive income

 

 

 

 

 

 

 

 

 

 

 

143,652

 

 

 

(68,807

)

 

 

74,845

 

Cash dividends declared ($0.48 per common share)

 

 

 

 

 

 

 

 

 

 

 

(41,775

)

 

 

 

 

 

(41,775

)

Common stock activity, long-term incentive plan

 

 

 

 

 

 

 

 

9,779

 

 

 

111

 

 

 

 

 

 

9,890

 

Issuance of stock from dividend reinvestment and stock purchase plans

 

 

 

 

 

 

 

 

1,646

 

 

 

 

 

 

 

 

 

1,646

 

Balance, June 30, 2018

 

 

87,903

 

 

$

292,716

 

 

$

1,729,542

 

 

$

1,110,506

 

 

$

(203,209

)

 

$

2,929,555

 

 

See notes to unaudited consolidated financial statements.

 

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Table of Contents

 

Hancock Whitney Corporation and Subsidiaries

Consolidated Statements of Cash Flows

(Unaudited)

 

 

 

Six Months Ended

 

 

 

June 30,

 

(in thousands)

 

2019

 

 

2018

 

CASH FLOWS FROM OPERATING ACTIVITIES:

 

 

 

 

 

 

 

 

Net income

 

$

167,441

 

 

$

143,652

 

Adjustments to reconcile net income to net cash provided by operating activities:

 

 

 

 

 

 

 

 

Depreciation and amortization

 

 

15,169

 

 

 

13,019

 

Provision for loan losses

 

 

26,131

 

 

 

21,144

 

Gain on other real estate owned

 

 

(1,093

)

 

 

(266

)

Deferred tax expense

 

 

24,573

 

 

 

21,361

 

Increase in cash surrender value of life insurance contracts

 

 

(6,896

)

 

 

(2,621

)

(Gain) loss on disposal of other assets

 

 

(81

)

 

 

1,501

 

Loss on sale of business

 

 

 

 

 

1,145

 

Net (increase) decrease in loans held for sale

 

 

(7,998

)

 

 

4,299

 

Net amortization of securities premium/discount

 

 

14,628

 

 

 

16,913

 

Amortization of intangible assets

 

 

10,185

 

 

 

10,940

 

Stock-based compensation expense

 

 

10,368

 

 

 

9,821

 

Contribution to pension plan

 

 

(100,000

)

 

 

 

Decrease in interest payable and other liabilities

 

 

(20,825

)

 

 

(22,397

)

Decrease in payable to FDIC for loan servicing

 

 

 

 

 

(11,113

)

(Increase) decrease in other assets

 

 

(183

)

 

 

13,074

 

Other, net

 

 

(2,613

)

 

 

(307

)

Net cash provided by operating activities

 

 

128,806

 

 

 

220,165

 

CASH FLOWS FROM INVESTING ACTIVITIES:

 

 

 

 

 

 

 

 

Proceeds from maturities of securities available for sale

 

 

125,154

 

 

 

168,186

 

Purchases of securities available for sale

 

 

(133,992

)

 

 

(318,786

)

Proceeds from maturities of securities held to maturity

 

 

191,553

 

 

 

178,625

 

Purchases of securities held to maturity

 

 

(154,498

)

 

 

(340,508

)

Net increase in short-term investments

 

 

(39,968

)

 

 

(11,826

)

Proceeds from sales of loans and leases

 

 

100,751

 

 

 

32,003

 

Net increase in loans

 

 

(278,834

)

 

 

(504,866

)

Purchase of life insurance contracts

 

 

(32,788

)

 

 

(1,601

)

Purchases of property and equipment

 

 

(22,718

)

 

 

(18,116

)

Proceeds from sales of property and equipment

 

 

202

 

 

 

42

 

Proceeds from sales of other real estate

 

 

6,134

 

 

 

8,010

 

Final cash settlement for acquisition of business

 

 

(1,112

)

 

 

 

Proceeds from the sale of business, net of cash sold

 

 

 

 

 

77,648

 

Other, net

 

 

(10,887

)

 

 

(34,241

)

Net cash used in investing activities

 

 

(251,003

)

 

 

(765,430

)

CASH FLOWS FROM FINANCING ACTIVITIES:

 

 

 

 

 

 

 

 

Net increase (decrease) in deposits

 

 

85,857

 

 

 

(17,746

)

Net increase in short-term borrowings

 

 

52,470

 

 

 

610,300

 

Repayments of long-term debt

 

 

(151

)

 

 

(39,817

)

Net proceeds from issuance of long-term debt

 

 

11,649

 

 

 

83

 

Dividends paid

 

 

(47,174

)

 

 

(41,775

)

Payroll tax remitted on net share settlement of equity awards

 

 

(845

)

 

 

(415

)

Proceeds from exercise of stock options

 

 

368

 

 

 

1,113

 

Proceeds from dividend reinvestment and stock purchase plans

 

 

1,803

 

 

 

1,646

 

Net cash provided by financing activities

 

 

103,977

 

 

 

513,389

 

NET DECREASE IN CASH AND DUE FROM BANKS

 

 

(18,220

)

 

 

(31,876

)

CASH AND DUE FROM BANKS, BEGINNING

 

 

383,372

 

 

 

386,948

 

CASH AND DUE FROM BANKS, ENDING

 

$

365,152

 

 

$

355,072

 

SUPPLEMENTAL INFORMATION FOR NON-CASH

 

 

 

 

 

 

 

 

INVESTING AND FINANCING ACTIVITIES

 

 

 

 

 

 

 

 

Assets acquired in settlement of loans

 

$

6,070

 

 

$

2,911

 

 

See notes to unaudited consolidated financial statements.

8


Table of Contents

 

HANCOCK WHITNEY CORPORATION AND SUBSIDIARIES

NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

1. Basis of Presentation

The consolidated financial statements include the accounts of Hancock Whitney Corporation and all other entities in which it has a controlling interest (the “Company”). The financial statements include all adjustments that are, in the opinion of management, necessary to fairly state the Company’s financial condition, results of operations, changes in stockholders’ equity and cash flows for the interim periods presented. The Company has also evaluated all subsequent events for potential recognition and disclosure through the date of the filing of this Quarterly Report on Form 10-Q. Some financial information and disclosures normally included in financial statements prepared in accordance with accounting principles generally accepted in the U.S. (“GAAP”) have been condensed or omitted in this Quarterly Report on Form 10-Q pursuant to Securities and Exchange Commission rules and regulations. These financial statements should be read in conjunction with the audited consolidated financial statements and the notes thereto included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2018. Financial information reported in these financial statements is not necessarily indicative of the Company’s financial condition, results of operations, or cash flows for any other interim or annual period.

Certain prior period amounts have been reclassified to conform to the current period presentation. These changes in presentation did not have a material impact on the Company’s financial condition or operating results.

 

Use of Estimates

The accounting principles the Company follows and the methods for applying these principles conform to GAAP and general practices followed by the banking industry. These accounting principles require management to make estimates and assumptions about future events that affect the amounts reported in the consolidated financial statements and the accompanying notes. Actual results could differ from those estimates.

Critical Accounting Policies and Estimates

There were no material changes or developments during the reporting period with respect to methodologies that the Company uses when applying what management believes are critical accounting policies and developing critical accounting estimates as disclosed in its Annual Report on Form 10-K for the year ended December 31, 2018. Refer to Note 16 – Recent Accounting Pronouncements for a discussion of accounting standards adopted during the six months ended June 30, 2019.

2. Business Combinations

On July 13, 2018, the Company acquired the bank-managed high net worth individual and institutional investment management and trust business of Capital One, National Association (“Capital One”). The transaction added assets under management of $4 billion and assets under management and administration of $10.4 billion to the Company’s existing trust and asset management business. In addition, the Company assumed approximately $217 million of customer deposit liabilities. The following table sets forth the acquisition date fair value of the assets acquired and the liabilities assumed, the consideration received, and the resulting goodwill.

 

(in thousands)

 

 

 

 

ASSETS

 

 

 

 

Accounts receivable

 

$

2,803

 

Identifiable intangible assets

 

 

27,562

 

Total identifiable assets

 

 

30,365

 

LIABILITIES

 

 

 

 

Deposit liabilities

 

 

217,432

 

Other liabilities

 

 

151

 

Total liabilities

 

 

217,583

 

Net liabilities assumed

 

 

(187,218

)

Consideration received

 

 

140,657

 

Goodwill

 

$

46,561

 

 

Identifiable intangible assets include customer relationships that are being amortized using an accelerated method based on forecasted cash flows over a useful life of approximately 17 years. Goodwill represents the excess of the fair value of net liabilities assumed over the consideration received. It is comprised of estimated future economic benefits arising from the transaction that cannot be individually identified or do not qualify for separate recognition. These benefits include expanded presence in existing markets and entry into new markets, and expected earnings streams and operational efficiencies that the Company believes will result from this business combination. The tax basis of the goodwill is deductible for federal income tax purposes.

9


Table of Contents

 

 

The following table presents the change in the Company’s goodwill during the year ended December 31, 2018 and the six months ended June 30, 2019.

 

(in thousands)

 

 

 

 

Goodwill balance at December 31, 2017

 

$

745,523

 

Initial goodwill recorded - acquisition of trust and asset management business

 

 

45,634

 

Measurement period adjustments - acquisition of trust and asset management business

 

 

(185

)

Goodwill balance at December 31, 2018

 

$

790,972

 

Final settlement of cash consideration - acquisition of trust and asset management business

 

 

1,112

 

Goodwill balance at June 30, 2019

 

$

792,084

 

 

The acquired trust and asset management business added $10.1 million in trust fee revenue and $9.8 million of expense to the Company’s results of operations for the six months ended June 30, 2019. The results are not material to the Company’s results of operations and, as such, supplemental proforma financial information for the six months ended June 30, 2018 is not presented. During the six months ended June 30, 2018, the Company incurred acquisition related costs of approximately $1.9 million.

Pending Transaction

On April 30, 2019, the Company announced its entry to an Agreement and Plan of Merger providing for, among other things, the acquisition of MidSouth Bancorp, Inc. (“MidSouth”) (NYSE: MSL), parent company of MidSouth Bank, N.A. At June 30, 2019, MidSouth had approximately $1.7 billion in assets, including $0.9 billion of loans, and $1.4 billion of deposits. Under the terms of the agreement, each share of MidSouth common stock outstanding will convert, pursuant to a fixed conversion ratio, into the right to receive 0.2952 shares of the Company’s common stock. In addition, the merger agreement allows for the redemption of all of MidSouth’s outstanding preferred stock at closing, subject to receipt of applicable governmental approvals. The value of the stock-based consideration will be determined at the time of closing based on the fixed conversion ratio. The approximate transaction value based on an average of the Company’s share price at the date of the agreement, April 30, 2019, was $213 million. The acquisition is subject to the satisfaction of customary closing conditions, including the receipt of regulatory approvals and approval by the shareholders of MidSouth. The transaction is expected to close late in the third quarter of 2019.

 

3.  Securities

The amortized cost, gross unrealized gains and losses, and estimated fair value of securities classified as available for sale and held to maturity at June 30, 2019 and December 31, 2018 follow.

 

Securities Available for Sale

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(in thousands)

 

June 30, 2019

 

 

December 31, 2018

 

 

 

 

 

 

 

Gross

 

 

Gross

 

 

 

 

 

 

 

 

 

 

Gross

 

 

Gross

 

 

 

 

 

 

 

Amortized

 

 

Unrealized

 

 

Unrealized

 

 

Fair

 

 

Amortized

 

 

Unrealized

 

 

Unrealized

 

 

Fair

 

 

 

Cost

 

 

Gains

 

 

Losses

 

 

Value

 

 

Cost

 

 

Gains

 

 

Losses

 

 

Value

 

U.S. Treasury and government agency securities

 

$

80,935

 

 

 

1,078

 

 

 

149

 

 

$

81,864

 

 

$

74,339

 

 

$

 

 

$

2,633

 

 

$

71,706

 

Municipal obligations

 

 

244,600

 

 

 

4,744

 

 

 

3

 

 

 

249,341

 

 

 

246,713

 

 

 

360

 

 

 

6,646

 

 

 

240,427

 

Residential mortgage-backed securities

 

 

1,357,580

 

 

 

16,847

 

 

 

6,776

 

 

 

1,367,651

 

 

 

1,468,912

 

 

 

4,284

 

 

 

29,794

 

 

 

1,443,402

 

Commercial mortgage-backed securities

 

 

919,756

 

 

 

17,199

 

 

 

2,380

 

 

 

934,575

 

 

 

799,060

 

 

 

1,953

 

 

 

30,936

 

 

 

770,077

 

Collateralized mortgage obligations

 

 

152,352

 

 

 

1,463

 

 

 

278

 

 

 

153,537

 

 

 

163,282

 

 

 

903

 

 

 

2,260

 

 

 

161,925

 

Corporate debt securities

 

 

3,500

 

 

 

 

 

 

 

 

 

3,500

 

 

 

3,500

 

 

 

 

 

 

 

 

 

3,500

 



 

$

2,758,723

 

 

$

41,331

 

 

$

9,586

 

 

$

2,790,468

 

 

$

2,755,806

 

 

$

7,500

 

 

$

72,269

 

 

$

2,691,037

 

 

10


Table of Contents

 

Securities Held to Maturity

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(in thousands)

 

June 30, 2019

 

 

December 31, 2018

 

 

 

 

 

 

 

Gross

 

 

Gross

 

 

 

 

 

 

 

 

 

 

Gross

 

 

Gross

 

 

 

 

 

 

 

Amortized

 

 

Unrealized

 

 

Unrealized

 

 

Fair

 

 

Amortized

 

 

Unrealized

 

 

Unrealized

 

 

Fair

 

 

 

Cost

 

 

Gains

 

 

Losses

 

 

Value

 

 

Cost

 

 

Gains

 

 

Losses

 

 

Value

 

U.S. Treasury and government agency securities

 

$

50,000

 

 

 

 

 

 

119

 

 

$

49,881

 

 

$

50,000

 

 

$

 

 

$

478

 

 

$

49,522

 

Municipal obligations

 

 

653,105

 

 

 

21,047

 

 

 

86

 

 

 

674,066

 

 

 

688,201

 

 

 

2,347

 

 

 

9,503

 

 

 

681,045

 

Residential mortgage-backed securities

 

 

582,429

 

 

 

9,126

 

 

 

791

 

 

 

590,764

 

 

 

640,393

 

 

 

1,461

 

 

 

6,117

 

 

 

635,737

 

Commercial mortgage-backed securities

 

 

511,138

 

 

 

11,685

 

 

 

619

 

 

 

522,204

 

 

 

357,175

 

 

 

376

 

 

 

10,882

 

 

 

346,669

 

Collateralized mortgage obligations

 

 

1,138,595

 

 

 

7,720

 

 

 

3,829

 

 

 

1,142,486

 

 

 

1,243,778

 

 

 

1,598

 

 

 

22,493

 

 

 

1,222,883

 



 

$

2,935,267

 

 

$

49,578

 

 

$

5,444

 

 

$

2,979,401

 

 

$

2,979,547

 

 

$

5,782

 

 

$

49,473

 

 

$

2,935,856

 

 

The following tables present the amortized cost and estimated fair value of debt securities available for sale and held to maturity at June 30, 2019 by contractual maturity.  Actual maturities will differ from contractual maturities because of rights to call or repay obligations with or without penalties and scheduled and unscheduled principal payments on mortgage-backed securities and collateralized mortgage obligations.

 

Debt Securities Available for Sale

 

Amortized

 

 

Fair

 

(in thousands)

 

Cost

 

 

Value

 

Due in one year or less

 

$

190

 

 

$

194

 

Due after one year through five years

 

 

235,774

 

 

 

239,806

 

Due after five years through ten years

 

 

1,178,941

 

 

 

1,198,484

 

Due after ten years

 

 

1,343,818

 

 

 

1,351,984

 

Total available for sale debt securities

 

$

2,758,723

 

 

$

2,790,468

 

 

Debt Securities Held to Maturity

 

Amortized

 

 

Fair

 

(in thousands)

 

Cost

 

 

Value

 

Due in one year or less

 

$

62,394

 

 

$

62,356

 

Due after one year through five years

 

 

92,045

 

 

 

93,495

 

Due after five years through ten years

 

 

1,490,042

 

 

 

1,525,907

 

Due after ten years

 

 

1,290,786

 

 

 

1,297,643

 

Total held to maturity securities

 

$

2,935,267

 

 

$

2,979,401

 

 

The Company held no securities classified as trading at June 30, 2019 and December 31, 2018.  

The fair value and gross unrealized losses for securities classified as available for sale with unrealized losses for the periods indicated follow.

 

Available for Sale

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

June 30, 2019

 

Losses < 12 months

 

 

Losses 12 months or >

 

 

Total

 

(in thousands)

 

Fair

Value

 

 

Gross

Unrealized

Losses

 

 

Fair

Value

 

 

Gross

Unrealized

Losses

 

 

Fair

Value

 

 

Gross

Unrealized

Losses

 

U.S. Treasury and government agency securities

 

$

 

 

$

 

 

$

21,215

 

 

 

149

 

 

$

21,215

 

 

$

149

 

Municipal obligations

 

 

2,292

 

 

 

3

 

 

 

 

 

 

 

 

 

2,292

 

 

 

3

 

Residential mortgage-backed securities

 

 

1

 

 

 

 

 

 

689,726

 

 

 

6,776

 

 

 

689,727

 

 

 

6,776

 

Commercial mortgage-backed securities

 

 

22,112

 

 

 

12

 

 

 

367,211

 

 

 

2,368

 

 

 

389,323

 

 

 

2,380

 

Collateralized mortgage obligations

 

 

 

 

 

 

 

 

57,800

 

 

 

278

 

 

 

57,800

 

 

 

278

 

Other debt obligation

 

 

700

 

 

 

 

 

 

 

 

 

 

 

 

700

 

 

 

 



 

$

25,105

 

 

$

15

 

 

$

1,135,952

 

 

$

9,571

 

 

$

1,161,057

 

 

$

9,586

 

 

11


Table of Contents

 

Available for Sale

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

December 31, 2018

 

Losses < 12 months

 

 

Losses 12 months or >

 

 

Total

 

 

 

 

 

 

 

Gross

 

 

 

 

 

 

Gross

 

 

Gross

 

 

 

 

 

 

 

Fair

 

 

Unrealized

 

 

Fair

 

 

Unrealized

 

 

Fair

 

 

Unrealized

 

(in thousands)

 

Value

 

 

Losses

 

 

Value

 

 

Losses

 

 

Value

 

 

Losses

 

U.S. Treasury and government agency securities

 

$

 

 

$

 

 

$

71,706

 

 

$

2,633

 

 

$

71,706

 

 

$

2,633

 

Municipal obligations

 

 

41,203

 

 

 

591

 

 

 

170,883

 

 

 

6,054

 

 

 

212,086

 

 

 

6,645

 

Residential mortgage-backed securities

 

 

305,090

 

 

 

2,485

 

 

 

762,826

 

 

 

27,309

 

 

 

1,067,916

 

 

 

29,794

 

Commercial mortgage-backed securities

 

 

96,226

 

 

 

1,851

 

 

 

570,485

 

 

 

29,085

 

 

 

666,711

 

 

 

30,936

 

Collateralized mortgage obligations

 

 

254

 

 

 

1

 

 

 

111,804

 

 

 

2,259

 

 

 

112,058

 

 

 

2,260

 



 

$

442,773

 

 

$

4,928

 

 

$

1,687,704

 

 

$

67,340

 

 

$

2,130,477

 

 

$

72,268

 

 

The fair value and gross unrealized losses for securities classified as held to maturity with unrealized losses for the periods indicated follow.

 

Held to maturity

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

June 30, 2019

 

Losses < 12 months

 

 

Losses 12 months or >

 

 

Total

 



 

 

 

 

 

Gross

 

 

 

 

 

 

Gross

 

 

 

 

 

 

Gross

 



 

Fair

 

 

Unrealized

 

 

Fair

 

 

Unrealized

 

 

Fair

 

 

Unrealized

 

(in thousands)

 

Value

 

 

Losses

 

 

Value

 

 

Losses

 

 

Value

 

 

Losses

 

U.S. Treasury and government agency securities

 

$

 

 

$

 

 

$

49,881

 

 

$

119

 

 

$

49,881

 

 

$

119

 

Municipal obligations

 

 

3,027

 

 

 

27

 

 

 

18,972

 

 

 

59

 

 

 

21,999

 

 

 

86

 

Residential mortgage-backed securities

 

 

 

 

 

 

 

 

177,953

 

 

 

791

 

 

 

177,953

 

 

 

791

 

Commercial mortgage-backed securities

 

 

 

 

 

 

 

 

74,946

 

 

 

619

 

 

 

74,946

 

 

 

619

 

Collateralized mortgage obligations

 

 

 

 

 

 

 

 

467,781

 

 

 

3,829

 

 

 

467,781

 

 

 

3,829

 



 

$

3,027

 

 

$

27

 

 

$

789,533

 

 

$

5,417

 

 

$

792,560

 

 

$

5,444

 

 

Held to maturity

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

December 31, 2018

 

Losses < 12 months

 

 

Losses 12 months or >

 

 

Total

 



 

 

 

 

 

Gross

 

 

Gross

 

 

 

 

 

 

Gross

 

 

 

 

 



 

Fair

 

 

Unrealized

 

 

Fair

 

 

Unrealized

 

 

Fair

 

 

Unrealized

 

(in thousands)

 

Value

 

 

Losses

 

 

Value

 

 

Losses

 

 

Value

 

 

Losses

 

U.S. Treasury and government agency securities

 

$

 

 

$

 

 

$

49,521

 

 

$

478

 

 

$

49,521

 

 

$

478

 

Municipal obligations

 

 

233,469

 

 

 

2,256

 

 

 

233,280

 

 

 

7,247

 

 

 

466,749

 

 

 

9,503

 

Residential mortgage-backed securities

 

 

90,730

 

 

 

123

 

 

 

235,251

 

 

 

5,994

 

 

 

325,981

 

 

 

6,117

 

Commercial mortgage-backed securities

 

 

 

 

 

 

 

 

305,419

 

 

 

10,882

 

 

 

305,419

 

 

 

10,882

 

Collateralized mortgage obligations

 

 

77,394

 

 

 

281

 

 

 

897,153

 

 

 

22,212

 

 

 

974,547

 

 

 

22,493

 



 

$

401,593

 

 

$

2,660

 

 

$

1,720,624

 

 

$

46,813

 

 

$

2,122,217

 

 

$

49,473

 

 

The unrealized losses relate primarily to changes in market rates on fixed rate debt securities since the respective purchase dates. In all cases, the indicated impairment on these debt securities would be recovered no later than the security’s maturity date or possibly earlier if the market price for the security increases with a reduction in the yield required by the market. None of the unrealized losses relate to the marketability of the securities or the issuers’ abilities to meet contractual obligations. The Company had adequate liquidity as of June 30, 2019 and December 31, 2018 and did not intend to nor believe that it would be required to sell these securities before recovery of the indicated impairment. Accordingly, the unrealized losses on these securities were determined to be temporary. Should the Company’s intent to sell these securities change, the difference between the amortized cost and the fair value will be recognized into earnings at that time.

There were no sales of securities during the six months ended June 30, 2019 and 2018.  

Securities with carrying values totaling $3.5 billion and $3.4 billion at June 30, 2019 and December 31, 2018, respectively, were pledged as collateral, primarily to secure public deposits or securities sold under agreements to repurchase.

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Table of Contents

 

4.  Loans and Allowance for Loan Losses

The Company generally makes loans in its market areas of south Mississippi, southern and central Alabama, south Louisiana, the Houston, Texas area, the northern, central, and panhandle regions of Florida, and Nashville, Tennessee. Loans, net of unearned income, by portfolio are presented in the table below.

 

 

 

June 30,

 

 

December 31,

 

(in thousands)

 

2019

 

 

2018

 

Commercial non-real estate

 

$

8,559,118

 

 

$

8,620,601

 

Commercial real estate - owner occupied

 

 

2,519,970

 

 

 

2,457,748

 

Total commercial and industrial

 

 

11,079,088

 

 

 

11,078,349

 

Commercial real estate - income producing

 

 

2,895,468

 

 

 

2,341,779

 

Construction and land development

 

 

1,144,062

 

 

 

1,548,335

 

Residential mortgages

 

 

2,968,271

 

 

 

2,910,081

 

Consumer

 

 

2,088,923

 

 

 

2,147,867

 

Total loans

 

$

20,175,812

 

 

$

20,026,411

 

 

 

The following briefly describes the composition of each loan category.

Commercial and industrial

Commercial and industrial loans are made available to businesses for working capital (including financing of inventory and receivables), business expansion, to facilitate the acquisition of a business, and the purchase of equipment and machinery, including equipment leasing. These loans are primarily made based on the identified cash flows of the borrower and, when secured, have the added strength of the underlying collateral.

Commercial non-real estate loans may be secured by the assets being financed or other tangible or intangible business assets such as accounts receivable, inventory, ownership, enterprise value or commodity interests, and may incorporate a personal or corporate guarantee; however, some short-term loans may be made on an unsecured basis, including a small portfolio of corporate credit cards, generally issued as a part of overall customer relationships.

Commercial real estate – owner occupied loans consist of commercial mortgages on properties where repayment is generally dependent on the cash flow from the ongoing operations and activities of the borrower.  Like commercial non-real estate, these loans are primarily made based on the identified cash flows of the borrower, but also have the added strength of the value of underlying real estate collateral.  

Commercial real estate – income producing

Commercial real estate – income producing loans consist of loans secured by commercial mortgages on properties where the loan is made to real estate developers or investors and repayment is dependent on the sale, refinance, or income generated from the operation of the property.  Properties financed include retail, office, multifamily, senior housing, hotel/motel, skilled nursing facilities and other commercial properties. 

Construction and land development

Construction and land development loans are made to facilitate the acquisition, development, improvement and construction of both commercial and residential-purpose properties.  Such loans are made to builders and investors where repayment is expected to be made from the sale, refinance or operation of the property or to businesses to be used in their business operations.  This portfolio also includes a small amount of residential construction loans and loans secured by raw land not yet under development.   

Residential mortgages

Residential mortgages consist of closed-end loans secured by first liens on 1- 4 family residential properties. The portfolio includes both fixed and adjustable rate loans, although most longer term, fixed rate loans originated are sold in the secondary mortgage market.  

13


Table of Contents

 

Consumer

Consumer loans include second lien mortgage home loans, home equity lines of credit and nonresidential consumer purpose loans. Nonresidential consumer loans include both direct and indirect loans. Direct nonresidential consumer loans are made to finance the purchase of personal property, including automobiles, recreational vehicles and boats, and for other personal purposes (secured and unsecured), and deposit account secured loans. Indirect nonresidential consumer loans include automobile financing provided to the consumer through an agreement with automobile dealerships. Consumer loans also include a small portfolio of credit card receivables issued on the basis of applications received through referrals from the Bank’s branches, online and other marketing efforts.   

Allowance for Loan Losses

The following tables show activity in the allowance for loan losses by portfolio class for the six months ended June 30, 2019 and 2018, as well as the corresponding recorded investment in loans at the end of each period. 

 

 

 

 

 

 

 

Commercial

 

 

Total

 

 

Commercial

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Commercial

 

 

real estate-

 

 

commercial

 

 

real estate-

 

 

Construction

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

non-real

 

 

owner

 

 

and

 

 

income

 

 

and land

 

 

Residential

 

 

 

 

 

 

 

 

 

(in thousands)

 

estate

 

 

occupied

 

 

industrial

 

 

producing

 

 

development

 

 

mortgages

 

 

Consumer

 

 

Total

 

 

 

Six Months Ended June 30, 2019

 

Allowance for loan losses:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Beginning balance

 

$

97,752

 

 

$

13,757

 

 

$

111,509

 

 

$

17,638

 

 

$

15,647

 

 

$

23,782

 

 

$

25,938

 

 

$

194,514

 

Charge-offs

 

 

(21,653

)

 

 

(71

)

 

 

(21,724

)

 

 

(10

)

 

 

 

 

 

(439

)

 

 

(8,167

)

 

 

(30,340

)

Recoveries

 

 

2,730

 

 

 

221

 

 

 

2,951

 

 

 

2

 

 

 

97

 

 

 

266

 

 

 

2,004

 

 

 

5,320

 

Net provision for loan losses

 

 

17,698

 

 

 

328

 

 

 

18,026

 

 

 

7,781

 

 

 

(4,079

)

 

 

(551

)

 

 

4,954

 

 

 

26,131

 

Ending balance

 

$

96,527

 

 

$

14,235

 

 

$

110,762

 

 

$

25,411

 

 

$

11,665

 

 

$

23,058

 

 

$

24,729

 

 

$

195,625

 

Ending balance:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Allowance:

 

 

 

Individually evaluated for impairment

 

$

8,486

 

 

$

142

 

 

$

8,628

 

 

$

93

 

 

$

1

 

 

$

146

 

 

$

253

 

 

$

9,121

 

Amounts related to purchased credit impaired loans

 

 

138

 

 

 

172

 

 

 

310

 

 

 

105

 

 

 

151

 

 

 

8,695

 

 

 

313

 

 

 

9,574

 

Collectively evaluated for impairment

 

 

87,903

 

 

 

13,921

 

 

 

101,824

 

 

 

25,213

 

 

 

11,513

 

 

 

14,217

 

 

 

24,163

 

 

 

176,930

 

Total allowance

 

$

96,527

 

 

$

14,235

 

 

$

110,762

 

 

$

25,411

 

 

$

11,665

 

 

$

23,058

 

 

$

24,729

 

 

$

195,625

 

Loans:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Individually evaluated for impairment

 

$

224,603

 

 

$

17,769

 

 

$

242,372

 

 

$

1,880

 

 

$

19

 

 

$

4,089

 

 

$

1,521

 

 

$

249,881

 

Purchased credit impaired loans

 

 

6,313

 

 

 

5,581

 

 

 

11,894

 

 

 

4,702

 

 

 

1,482

 

 

 

98,472

 

 

 

3,444

 

 

 

119,994

 

Collectively evaluated for impairment

 

 

8,328,202

 

 

 

2,496,620

 

 

 

10,824,822

 

 

 

2,888,886

 

 

 

1,142,561

 

 

 

2,865,710

 

 

 

2,083,958

 

 

 

19,805,937

 

Total loans

 

$

8,559,118

 

 

$

2,519,970

 

 

$

11,079,088

 

 

$

2,895,468

 

 

$

1,144,062

 

 

$

2,968,271

 

 

$

2,088,923

 

 

$

20,175,812

 

 

 

 

 

 

 

 

Commercial

 

 

Total

 

 

Commercial

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Commercial

 

 

real estate-

 

 

commercial

 

 

real estate-

 

 

Construction

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

non-real

 

 

owner

 

 

and

 

 

income

 

 

and land

 

 

Residential

 

 

 

 

 

 

 

 

 

(in thousands)

 

estate

 

 

occupied

 

 

industrial

 

 

producing

 

 

development

 

 

mortgages

 

 

Consumer

 

 

Total

 

 

 

Six Months Ended June 30, 2018

 

Allowance for loan losses:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Beginning balance

 

$

127,918

 

 

$

12,962

 

 

$

140,880

 

 

$

13,709

 

 

$

7,372

 

 

$

24,844

 

 

$

30,503

 

 

$

217,308

 

Charge-offs

 

 

(11,845

)

 

 

(6,804

)

 

 

(18,649

)

 

 

(1,604

)

 

 

(220

)

 

 

(498

)

 

 

(12,964

)

 

 

(33,935

)

Recoveries

 

 

12,476

 

 

 

275

 

 

 

12,751

 

 

 

65

 

 

 

38

 

 

 

712

 

 

 

3,095

 

 

 

16,661

 

Net provision for loan losses

 

 

(1,981

)

 

 

7,727

 

 

 

5,746

 

 

 

1,975

 

 

 

3,121

 

 

 

(862

)

 

 

11,164

 

 

 

21,144

 

Reduction as a result of sale of subsidiary

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(6,648

)

 

 

(6,648

)

Ending balance

 

$

126,568

 

 

$

14,160

 

 

$

140,728

 

 

$

14,145

 

 

$

10,311

 

 

$

24,196

 

 

$

25,150

 

 

$

214,530

 

Ending balance:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Allowance:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Individually evaluated for impairment

 

$

19,369

 

 

$

824

 

 

$

20,193

 

 

$

407

 

 

$

1

 

 

$

99

 

 

$

130

 

 

$

20,830

 

Amounts related to purchased credit impaired loans

 

 

427

 

 

 

420

 

 

 

847

 

 

 

46

 

 

 

115

 

 

 

10,873

 

 

 

497

 

 

 

12,378

 

Collectively evaluated for impairment

 

 

106,772

 

 

 

12,916

 

 

 

119,688

 

 

 

13,692

 

 

 

10,195

 

 

 

13,224

 

 

 

24,523

 

 

 

181,322

 

Total allowance

 

$

126,568

 

 

$

14,160

 

 

$

140,728

 

 

$

14,145

 

 

$

10,311

 

 

$

24,196

 

 

$

25,150

 

 

$

214,530

 

Loans:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Individually evaluated for impairment

 

$

291,071

 

 

$

26,967

 

 

$

318,038

 

 

$

8,820

 

 

$

113

 

 

$

3,733

 

 

$

599

 

 

$

331,303

 

Purchased credit impaired loans

 

 

8,221

 

 

 

6,630

 

 

 

14,851

 

 

 

3,800

 

 

 

4,769

 

 

 

111,805

 

 

 

5,381

 

 

 

140,606

 

Collectively evaluated for impairment

 

 

8,111,669

 

 

 

2,200,197

 

 

 

10,311,866

 

 

 

2,329,572

 

 

 

1,510,351

 

 

 

2,664,821

 

 

 

2,082,398

 

 

 

18,899,008

 

Total loans

 

$

8,410,961

 

 

$

2,233,794

 

 

$

10,644,755

 

 

$

2,342,192

 

 

$

1,515,233

 

 

$

2,780,359

 

 

$

2,088,378

 

 

$

19,370,917

 

 

 

14


Table of Contents

 

Impaired Loans

The following table shows the composition of nonaccrual loans by portfolio class. Purchased credit impaired loans accounted for in pools with an accretable yield are considered to be performing and are excluded from the table. 

 

 

 

June 30,

 

 

December 31,

 

(in thousands)

 

2019

 

 

2018

 

Commercial non-real estate

 

$

137,126

 

 

$

110,653

 

Commercial real estate - owner occupied

 

 

13,220

 

 

 

16,895

 

Total commercial and industrial

 

 

150,346

 

 

 

127,548

 

Commercial real estate - income producing

 

 

3,544

 

 

 

4,991

 

Construction and land development

 

 

1,608

 

 

 

2,146

 

Residential mortgages

 

 

37,300

 

 

 

35,866

 

Consumer

 

 

17,033

 

 

 

16,744

 

Total loans

 

$

209,831

 

 

$

187,295

 

 

Nonaccrual loans include nonaccruing loans modified in troubled debt restructurings (“TDRs”) of $99.1 million and $85.5 million at June 30, 2019 and December 31, 2018, respectively. Total TDRs, both accruing and nonaccruing, were $200.3 million at June 30, 2019 and $224.6 million at December 31, 2018.  All TDRs are individually evaluated for impairment.  At June 30, 2019 and December 31, 2018, the Company had unfunded commitments of $3.6 million and $2.1 million, respectively, to borrowers whose loan terms have been modified in a TDR.

The tables below detail by portfolio class TDRs that were modified during the three and six months ended June 30, 2019 and 2018:

 

 

 

Three Months Ended

 

($ in thousands)

 

June 30, 2019

 

 

June 30, 2018

 

 

 

 

 

 

 

Pre-

Modification

 

 

Post-

Modification

 

 

 

 

 

 

Pre-

Modification

 

 

Post-

Modification

 

 

 

Number

 

 

Outstanding

 

 

Outstanding

 

 

Number

 

 

Outstanding

 

 

Outstanding

 

 

 

of

 

 

Recorded

 

 

Recorded

 

 

of

 

 

Recorded

 

 

Recorded

 

Troubled Debt Restructurings:

 

Contracts

 

 

Investment

 

 

Investment

 

 

Contracts

 

 

Investment

 

 

Investment

 

Commercial non-real estate

 

 

1

 

 

$

334

 

 

$

334

 

 

 

5

 

 

$

6,477

 

 

$

6,477

 

Commercial real estate - owner occupied

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Total commercial and industrial

 

 

1

 

 

 

334

 

 

 

334

 

 

 

5

 

 

 

6,477

 

 

 

6,477

 

Commercial real estate - income producing

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Construction and land development

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Residential mortgages

 

 

2

 

 

 

638

 

 

 

638

 

 

 

2

 

 

 

75

 

 

 

75

 

Consumer

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Total loans

 

 

3

 

 

$

972

 

 

$

972

 

 

 

7

 

 

$

6,552

 

 

$

6,552

 

 

 

 

Six Months Ended

 

($ in thousands)

 

June 30, 2019

 

 

June 30, 2018

 

Troubled Debt Restructurings:

 

Number

of

Contracts

 

 

Pre-

Modification

Outstanding

Recorded

Investment

 

 

Post-

Modification

Outstanding

Recorded

Investment

 

 

Number

of

Contracts

 

 

Pre-

Modification

Outstanding

Recorded

Investment

 

 

Post-

Modification

Outstanding

Recorded

Investment

 

Commercial non-real estate

 

 

8

 

 

$

14,137

 

 

$

14,137

 

 

 

18

 

 

$

61,959

 

 

$

61,959

 

Commercial real estate - owner occupied

 

 

1

 

 

 

167

 

 

 

167

 

 

 

1

 

 

 

5,909

 

 

 

5,909

 

Total commercial and industrial

 

 

9

 

 

 

14,304

 

 

 

14,304

 

 

 

19

 

 

 

67,868

 

 

 

67,868

 

Commercial real estate - income producing

 

 

 

 

 

 

 

 

 

 

 

1

 

 

 

1,564

 

 

 

1,564

 

Construction and land development

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Residential mortgages

 

 

7

 

 

 

1,902

 

 

 

1,902

 

 

 

3

 

 

 

118

 

 

 

118

 

Consumer

 

 

2

 

 

 

46

 

 

 

46

 

 

 

1

 

 

 

222

 

 

 

222

 

Total loans

 

 

18

 

 

$

16,252

 

 

$

16,252

 

 

 

24

 

 

$

69,772

 

 

$

69,772

 

 

 

 

 

 

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Table of Contents

 

The TDRs modified during the six months ended June 30, 2019 reflected in the table above include $0.1 million of loans with extended amortization terms or other payment concessions, $9.1 million with significant covenant waivers and $7.0 million with other modifications.  The TDRs modified during the six months ended June 30, 2018 include $49.6 million of loans with extended amortization terms or other payment concessions, $14.6 million with significant covenant waivers and $5.6 million with other modifications.

 

There were no defaults on loans during the three and six months ended June 30, 2019 or 2018 that had been modified in a TDR during the prior twelve months.

The tables below present loans that are individually evaluated for impairment disaggregated by portfolio class at June 30, 2019 and December 31, 2018.  Loans individually evaluated for impairment include TDRs and loans that are determined to be impaired and have aggregate relationship balances of $1 million or more. 

 

 

 

June 30, 2019

 

(in thousands)

 

Recorded

investment

without an

allowance

 

 

Recorded

investment

with an

allowance

 

 

Unpaid

principal

balance

 

 

Related

allowance

 

Commercial non-real estate

 

$

149,605

 

 

$

74,998

 

 

$

260,833

 

 

$

8,486

 

Commercial real estate - owner occupied

 

 

10,971

 

 

 

6,798

 

 

 

22,352

 

 

 

142

 

Total commercial and industrial

 

 

160,576

 

 

 

81,796

 

 

 

283,185

 

 

 

8,628

 

Commercial real estate - income producing

 

 

385

 

 

 

1,495

 

 

 

1,932

 

 

 

93

 

Construction and land development

 

 

 

 

 

19

 

 

 

19

 

 

 

1

 

Residential mortgages

 

 

2,669

 

 

 

1,420

 

 

 

4,619

 

 

 

146

 

Consumer

 

 

494

 

 

 

1,027

 

 

 

1,802

 

 

 

253

 

Total loans

 

$

164,124

 

 

$

85,757

 

 

$

291,557

 

 

$

9,121

 

 

 

 

December 31, 2018

 

(in thousands)

 

Recorded

investment

without an

allowance

 

 

Recorded

investment

with an

allowance

 

 

Unpaid

principal

balance

 

 

Related

allowance

 

Commercial non-real estate

 

$

144,625

 

 

$

94,759

 

 

$

273,290

 

 

$

3,636

 

Commercial real estate - owner occupied

 

 

13,027

 

 

 

8,639

 

 

 

25,888

 

 

 

607

 

Total commercial and industrial

 

 

157,652

 

 

 

103,398

 

 

 

299,178

 

 

 

4,243

 

Commercial real estate - income producing

 

 

1,138

 

 

 

1,563

 

 

 

3,428

 

 

 

210

 

Construction and land development

 

 

100

 

 

 

21

 

 

 

121

 

 

 

1

 

Residential mortgages

 

 

2,058

 

 

 

1,818

 

 

 

4,421

 

 

 

444

 

Consumer

 

 

279

 

 

 

728

 

 

 

1,253

 

 

 

216

 

Total loans

 

$

161,227

 

 

$

107,528

 

 

$

308,401

 

 

$

5,114

 

 

The tables below present the average balances and interest income for total impaired loans for the three and six months ended June 30, 2019 and 2018.  Interest income recognized represents interest on accruing loans modified in a TDR.

 

 

 

Three Months Ended

 

 

 

June 30, 2019

 

 

June 30, 2018

 

(in thousands)

 

Average

Recorded

Investment

 

 

Interest

Income

Recognized

 

 

Average

Recorded

Investment

 

 

Interest

Income

Recognized

 

Commercial non-real estate

 

$

228,055

 

 

$

1,444

 

 

$

307,492

 

 

$

2,002

 

Commercial real estate - owner occupied

 

 

17,371

 

 

 

71

 

 

 

28,643

 

 

 

102

 

Total commercial and industrial

 

 

245,426

 

 

 

1,515

 

 

 

336,135

 

 

 

2,104

 

Commercial real estate - income producing

 

 

2,274

 

 

 

7

 

 

 

11,446

 

 

 

24

 

Construction and land development

 

 

19

 

 

 

 

 

 

113

 

 

 

 

Residential mortgages

 

 

4,743

 

 

 

2

 

 

 

6,036

 

 

 

5

 

Consumer

 

 

1,515

 

 

 

18

 

 

 

608

 

 

 

9

 

Total loans

 

$

253,977

 

 

$

1,542

 

 

$

354,338

 

 

$

2,142

 

 

 

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Table of Contents

 

 

 

Six Months Ended

 

 

 

June 30, 2019

 

 

June 30, 2018

 

(in thousands)

 

Average

Recorded

Investment

 

 

Interest

Income

Recognized

 

 

Average

Recorded

Investment

 

 

Interest

Income

Recognized

 

Commercial non-real estate

 

$

231,750

 

 

$

3,140

 

 

$

301,695

 

 

$

3,588

 

Commercial real estate - owner occupied

 

 

18,346

 

 

 

151

 

 

 

27,274

 

 

 

168

 

Total commercial and industrial

 

 

250,096

 

 

 

3,291

 

 

 

328,969

 

 

 

3,756

 

Commercial real estate - income producing

 

 

2,480

 

 

 

14

 

 

 

13,123

 

 

 

49

 

Construction and land development

 

 

45

 

 

 

 

 

 

176

 

 

 

 

Residential mortgages

 

 

4,690

 

 

 

7

 

 

 

7,762

 

 

 

10

 

Consumer

 

 

1,386

 

 

 

34

 

 

 

781

 

 

 

18

 

Total loans

 

$

258,697

 

 

$

3,346

 

 

$

350,811

 

 

$

3,833

 

Aging Analysis

The tables below present the age analysis of past due loans by portfolio class at June 30, 2019 and December 31, 2018.  Purchased credit impaired loans accounted for in pools with an accretable yield are considered to be current.  

 

June 30, 2019

 

30-59

days

past due

 

 

60-89

days

past due

 

 

Greater

than

90 days

past due

 

 

Total

past due

 

 

Current

 

 

Total

Loans

 

 

Recorded

investment

> 90 days

and still

accruing

 

(in thousands)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Commercial non-real estate

 

$

4,289

 

 

$

9,159

 

 

$

57,760

 

 

$

71,208

 

 

$

8,487,910

 

 

$

8,559,118

 

 

$

613

 

Commercial real estate - owner occupied

 

 

2,858

 

 

 

1,732

 

 

 

16,047

 

 

$

20,637

 

 

 

2,499,333

 

 

 

2,519,970

 

 

 

4,031

 

Total commercial and industrial

 

 

7,147

 

 

 

10,891

 

 

 

73,807

 

 

 

91,845

 

 

 

10,987,243

 

 

 

11,079,088

 

 

 

4,644

 

Commercial real estate - income producing

 

 

762

 

 

 

 

 

 

2,798

 

 

 

3,560

 

 

 

2,891,908

 

 

 

2,895,468

 

 

 

 

Construction and land development

 

 

779

 

 

 

2,199

 

 

 

1,322

 

 

 

4,300

 

 

 

1,139,761

 

 

 

1,144,062

 

 

 

612

 

Residential mortgages

 

 

2,865

 

 

 

8,748

 

 

 

20,690

 

 

 

32,303

 

 

 

2,935,968

 

 

 

2,968,271

 

 

 

47

 

Consumer

 

 

15,989

 

 

 

3,960

 

 

 

9,498

 

 

 

29,447

 

 

 

2,059,476

 

 

 

2,088,923

 

 

 

1,190

 

Total

 

$

27,542

 

 

$

25,798

 

 

$

108,115

 

 

$

161,455

 

 

$

20,014,356

 

 

$

20,175,812

 

 

$

6,493

 

 

December 31, 2018

 

30-59

days

past due

 

 

60-89

days

past due

 

 

Greater

than

90 days

past due

 

 

Total

past due

 

 

Current

 

 

Total

Loans

 

 

Recorded

investment

> 90 days

and still

accruing

 

(in thousands)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Commercial non-real estate

 

$

12,257

 

 

$

3,895

 

 

$

77,551

 

 

$

93,703

 

 

$

8,526,898

 

 

 

8,620,601

 

 

$

10,823

 

Commercial real estate - owner occupied

 

 

2,394

 

 

 

1,570

 

 

 

14,542

 

 

 

18,506

 

 

 

2,439,242

 

 

 

2,457,748

 

 

 

380

 

Total commercial and industrial

 

 

14,651

 

 

 

5,465

 

 

 

92,093

 

 

 

112,209

 

 

 

10,966,140

 

 

 

11,078,349

 

 

 

11,203

 

Commercial real estate - income producing

 

 

2,371

 

 

 

772

 

 

 

5,495

 

 

 

8,638

 

 

 

2,333,141

 

 

 

2,341,779

 

 

 

1,844

 

Construction and land development

 

 

7,397

 

 

 

1,129

 

 

 

2,165

 

 

 

10,691

 

 

 

1,537,644

 

 

 

1,548,335

 

 

 

644

 

Residential mortgages

 

 

32,869

 

 

 

14,706

 

 

 

23,175

 

 

 

70,750

 

 

 

2,839,331

 

 

 

2,910,081

 

 

 

 

Consumer

 

 

20,402

 

 

 

4,695

 

 

 

9,665

 

 

 

34,762

 

 

 

2,113,105

 

 

 

2,147,867

 

 

 

618

 

Total

 

$

77,690

 

 

$

26,767

 

 

$

132,593

 

 

$

237,050

 

 

$

19,789,361

 

 

$

20,026,411

 

 

$

14,309

 

 

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Credit Quality Indicators

The following tables present the credit quality indicators by segments and portfolio class of loans at June 30, 2019 and December 31, 2018. 

 

 

 

June 30, 2019

 

(in thousands)

 

Commercial

non-real

estate

 

 

Commercial

real estate -

owner-

occupied

 

 

Total

commercial

and industrial

 

 

Commercial

real estate -

income

producing

 

 

Construction

and land

development

 

 

Total

commercial

 

Grade:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Pass

 

$

7,940,853

 

 

$

2,320,832

 

 

$

10,261,685

 

 

$

2,755,518

 

 

$

1,122,619

 

 

$

14,139,822

 

Pass-Watch

 

 

169,005

 

 

 

122,050

 

 

 

291,055

 

 

 

98,767

 

 

 

16,121

 

 

$

405,943

 

Special Mention

 

 

62,545

 

 

 

11,981

 

 

 

74,526

 

 

 

20,927

 

 

 

253

 

 

$

95,706

 

Substandard

 

 

386,715

 

 

 

65,107

 

 

 

451,822

 

 

 

20,256

 

 

 

5,069

 

 

$

477,147

 

Doubtful

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Total

 

$

8,559,118

 

 

$

2,519,970

 

 

$

11,079,088

 

 

$

2,895,468

 

 

$

1,144,062

 

 

$

15,118,618

 

 

 

 

December 31, 2018

 

(in thousands)

 

Commercial

non-real

estate

 

 

Commercial

real estate -

owner-

occupied

 

 

Total

commercial

and industrial

 

 

Commercial

real estate -

income

producing

 

 

Construction

and land

development

 

 

Total

commercial

 

Grade:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Pass

 

$

7,875,588

 

 

$

2,274,211

 

 

$

10,149,799

 

 

 

2,265,087

 

 

$

1,487,599

 

 

$

13,902,485

 

Pass-Watch

 

 

260,510

 

 

 

84,271

 

 

 

344,781

 

 

 

46,535

 

 

 

49,099

 

 

 

440,415

 

Special Mention

 

 

75,752

 

 

 

23,149

 

 

 

98,901

 

 

 

5,510

 

 

 

816

 

 

 

105,227

 

Substandard

 

 

408,751

 

 

 

76,117

 

 

 

484,868

 

 

 

24,647

 

 

 

10,821

 

 

 

520,336

 

Doubtful

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Total

 

$

8,620,601

 

 

$

2,457,748

 

 

$

11,078,349

 

 

$

2,341,779

 

 

$

1,548,335

 

 

$

14,968,463

 

 

 

 

June 30, 2019

 

 

December 31, 2018

 

(in thousands)

 

Residential

mortgage

 

 

Consumer

 

 

Total

 

 

Residential

mortgage

 

 

Consumer

 

 

Total

 

Performing

 

$

2,930,531

 

 

$

2,070,863

 

 

$

5,001,394

 

 

$

2,873,669

 

 

$

2,130,395

 

 

$

5,004,064

 

Nonperforming

 

 

37,740

 

 

 

18,060

 

 

$

55,800

 

 

 

36,412

 

 

 

17,472

 

 

 

53,884

 

Total

 

$

2,968,271

 

 

$

2,088,923

 

 

$

5,057,194

 

 

$

2,910,081

 

 

$

2,147,867

 

 

$

5,057,948

 

 

Below are the definitions of the Company’s internally assigned grades:

Commercial:

 

Pass – loans properly approved, documented, collateralized, and performing which do not reflect an abnormal credit risk.

 

Pass-Watch – credits in this category are of sufficient risk to cause concern.  This category is reserved for credits that display negative performance trends.  The “Watch” grade should be regarded as a transition category.

 

Special Mention – a criticized asset category defined as having potential weaknesses that deserve management’s close attention.  If left uncorrected, these potential weaknesses may, at some future date, result in the deterioration of the repayment prospects for the credit or the institution’s credit position.  Special mention credits are not considered part of the Classified credit categories and do not expose the institution to sufficient risk to warrant adverse classification.

 

Substandard – an asset that is inadequately protected by the current sound worth and paying capacity of the obligor or of the collateral pledged, if any.  Assets so classified must have a well-defined weakness or weaknesses that jeopardize the liquidation of the debt.  They are characterized by the distinct possibility that the institution will sustain some loss if the deficiencies are not corrected.

 

Doubtful – an asset that has all the weaknesses inherent in one classified Substandard with the added characteristic that the weaknesses make collection or liquidation in full, on the basis of currently existing facts, conditions, and values, highly questionable and improbable.

 

Loss – credits classified as Loss are considered uncollectable and are charged off promptly once so classified.

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Residential and Consumer:

 

Performing – accruing loans that have not been modified in a troubled debt restructuring.

 

Nonperforming – loans for which there are good reasons to doubt that payments will be made in full. All loans with nonaccrual status and all loans that have been modified in a troubled debt restructuring are classified as nonperforming.

Purchased Credit Impaired Loans

Changes in the carrying amount of purchased credit impaired loans and related accretable yield are presented in the following table for the six months ended June 30, 2019 and the year ended December 31, 2018.

 

 

 

June 30, 2019

 

 

December 31, 2018

 

(in thousands)

 

Carrying

Amount

of Loans

 

 

Accretable

Yield

 

 

Carrying

Amount

of Loans

 

 

Accretable

Yield

 

Balance at beginning of period

 

$

129,596

 

 

$

37,294

 

 

$

153,403

 

 

$

62,517

 

Payments received, net

 

 

(16,254

)

 

 

(2,328

)

 

 

(39,556

)

 

 

(5,779

)

Accretion

 

 

6,652

 

 

 

(6,652

)

 

 

15,749

 

 

 

(15,749

)

Decrease in expected cash flows based on actual cash flows and changes in cash flow assumptions

 

 

 

 

 

3,926

 

 

 

 

 

 

(3,695

)

Balance at end of period

 

$

119,994

 

 

$

32,240

 

 

$

129,596

 

 

$

37,294

 

 

Residential Mortgage Loans in Process of Foreclosure

Included in loans are $8.7 million and $7.1 million of consumer loans secured by single family residential real estate that are in process of foreclosure as of June 30, 2019 and December 31, 2018, respectively. Loans in process of foreclosure include those for which formal foreclosure proceedings are in process according to local requirements of the applicable jurisdiction.  In addition to the single family residential real estate loans in process of foreclosure, the Company also held $2.6 million and $1.8 million of foreclosed single family residential properties in other real estate owned at June 30, 2019 and December 31, 2018, respectively.

5. Operating Leases

 

Effective January 1, 2019, the Company adopted the amended provisions of Financial Accounting Standards Codification Topic 842, “Leases,” using the modified retrospective approach, impacting the reporting and disclosures for operating leases. The core principle of Topic 842 is that a lessee should recognize in the statement of financial position a liability representing the present value of future lease payments (the lease liability) and a right-of-use asset representing its right to use the underlying asset over the lease term, as well as the disclosure of key information about operating leasing arrangements.

 

The Company has amended its accounting policy related to leases to comply with the new standard as follows. The Company determines if an arrangement is a lease at inception of the contract and assesses the appropriate classification as finance or operating. Operating leases with terms greater than one year are included in right-of-use lease assets and lease obligations on the Company’s balance sheets. The lease term includes payments to be made in optional or renewal periods only if the lessee is reasonably certain to exercise an option to extend the lease or not to exercise an option to terminate the lease. Right-of-use assets represent the right to use an underlying asset for the lease term and lease liabilities represent the obligation to make lease payments arising from the lease. Operating lease right-of-use assets and liabilities are recognized at commencement date based on the present value of lease payments over the lease term using the interest rate implicit in the contract, when available, or the Company’s incremental collateralized borrowing rate with similar terms. Agreements with both lease and non-lease components are accounted for separately, with only the lease component capitalized. The right-of-use asset is the amount of the lease liability adjusted for prepaid or accrued lease payments, remaining balance of any lease incentives received, unamortized initial direct costs, and impairment. Lease expense is recorded on a straight-line basis over the lease term through amortization of the right-of-use asset plus implicit interest accreted on the operating lease liability obligation, and is reflected in Net Occupancy Expense in the Consolidated Statement of Income.

 

Some of the Company’s leases contain variable components, such as annual changes to rent based on the consumer price index. Operating lease liabilities are not re-measured as a result of changes to variable components unless the lease must be re-measured for

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some other reason such as a renewal that was not reasonably certain of being exercised. Changes to the variable components are treated as variable lease payments and recognized in the period in which the obligation for those payments was incurred.

The standard provides several practical expedients available for use in transition. The Company elected to use the standard’s “package of practical expedients,” which allows the use of previous conclusions about lease identification, lease classification and the accounting treatment for initial direct costs. The Company also elected the short-term lease recognition exemption for all leases with lease terms of one year or less; as such, the Company will not recognize right-of-use assets or lease liabilities on the consolidated balance sheet for such leases. The Company valued its lease obligation using incremental collateralized borrowing rates as of January 1, 2019 for the remaining term of each identified lease. At adoption, the Company recorded a right-of-use asset totaling $115.9 million and a liability for lease payment obligations totaling $130.7 million, offset by the elimination of $14.8 million of existing lease incentive and other deferred rent liabilities. Accounting for leases in accordance with Topic 842 has not had a material impact upon the Company’s consolidated results of operations, and is not expected to in future periods.

 

The Company has operating leases on a number of its branches, certain regional headquarters and other properties to limit its exposure to ownership risks such as fluctuations in real estate prices and obsolescence. The Company leases real estate with lease terms generally from five to 20 years, some of which have renewal options from one to 20 years. As these extension options are not generally considered reasonably certain of renewal, they are not included in the lease term. The Company is not a lessee in any contracts classified as finance leases.

Supplemental balance sheet information pertaining to operating leases:

 

(dollars in thousands)

Three Months Ended June 30, 2019

 

 

Six Months Ended June 30, 2019

 

Cash paid for amounts included in the measurement of lease liabilities for operating leases

$

3,870

 

 

$

7,880

 

Right of use assets obtained in exchange for lease liabilities

$

1,105

 

 

$

117,723

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

June 30, 2019

 

Weighted average remaining lease term (in years)

 

 

 

 

 

12.93

 

Weighted average discount rate

 

 

 

 

 

3.55

%

The following table sets forth the maturities of the Company’s lease liabilities and the present value discount at June 30, 2019.

(dollars in thousands)

 

 

 

 

 

2019

 

 

$

8,393

 

2020

 

 

 

15,779

 

2021

 

 

 

15,085

 

2022

 

 

 

14,889

 

2023

 

 

 

13,525

 

Thereafter

 

 

 

96,994

 

Total

 

 

 

164,665

 

Present value discount

 

 

 

(35,947

)

Lease liability

 

 

$

128,718

 

 

The following table sets forth the components of the Company’s lease expense for the three and six months ended June 30, 2019.

 

(in thousands)

 

Three Months Ended June 30, 2019

 

 

Six Months Ended June 30, 2019

 

Operating lease expense

 

$

4,244

 

 

$

8,497

 

Short-term lease expense

 

 

20

 

 

 

39

 

Variable lease expense

 

 

12

 

 

 

24

 

Sublease income

 

 

(60

)

 

 

(176

)

Total

 

$

4,216

 

 

$

8,384

 

 

6. Securities Sold under Agreements to Repurchase

Included in short-term borrowings are customer securities sold under agreements to repurchase (“repurchase agreements”) that mature daily and are secured by U.S. agency securities totaling $631.0 million and $428.6 million at June 30, 2019 and December 31, 2018, respectively. The Company borrows funds on a secured basis by selling securities under agreements to repurchase, mainly in connection with treasury management services offered to its deposit customers. As the Company maintains effective control over assets sold under agreements to repurchase, the securities continue to be carried on the consolidated statements of financial condition. Because the Company acts as borrower transferring assets to the counterparty, and the agreements mature daily, the Company’s risk is limited.

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7. Derivatives

Risk Management Objective of Using Derivatives

The Company enters into derivative financial instruments to manage risks related to differences in the amount, timing, and duration of the Company’s known or expected cash receipts and its known or expected cash payments, currently related to select pools of variable rate loans and fixed rate brokered deposits. The Bank also enters into interest rate derivative agreements as a service to certain qualifying customers. The Bank manages a matched book with respect to these customer derivatives in order to minimize its net risk exposure resulting from such agreements. The Bank also enters into risk participation agreements under which it may either sell or buy credit risk associated with a customer’s performance under certain interest rate derivative contracts related to loans in which participation interests have been sold to or purchased from other banks.

Fair Values of Derivative Instruments on the Balance Sheet

The table below presents the notional or contractual amounts and fair values of the Company’s derivative financial instruments as well as their classification on the consolidated balance sheets at June 30, 2019 and December 31, 2018. 

 

 

 

 

 

June 30, 2019

 

 

December 31, 2018

 

 

 

 

 

 

 

 

 

Derivative (1)

 

 

 

 

 

 

Derivative (1)

 

(in thousands)

 

Type of

Hedge

 

Notional or

Contractual

Amount

 

 

Assets

 

 

Liabilities

 

 

Notional or

Contractual

Amount

 

 

Assets

 

 

Liabilities

 

Derivatives designated as hedging instruments:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Interest rate swaps

 

Cash Flow

 

$

1,075,000

 

 

$

25,328

 

 

$

 

 

$

875,000

 

 

$

3,954

 

 

$

9,173

 

Interest rate swaps

 

Fair Value

 

 

163,110

 

 

 

 

 

 

290

 

 

 

483,110

 

 

 

 

 

 

2,089

 

 

 

 

 

 

1,238,110

 

 

 

25,328

 

 

 

290

 

 

 

1,358,110

 

 

 

3,954

 

 

 

11,262

 

Derivatives not designated as hedging instruments:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Interest rate swaps (2)

 

N/A

 

 

1,495,638

 

 

 

51,255

 

 

 

52,573

 

 

 

1,277,404

 

 

 

23,670

 

 

 

24,669

 

Risk participation agreements

 

N/A

 

 

181,100

 

 

 

11

 

 

 

70

 

 

 

171,222

 

 

 

10

 

 

 

131

 

Forward commitments to sell residential mortgage loans

 

N/A

 

 

124,987

 

 

 

48

 

 

 

742

 

 

 

77,208

 

 

 

110

 

 

 

664

 

Interest rate-lock commitments on residential mortgage loans

 

N/A

 

 

91,325

 

 

 

576

 

 

 

42

 

 

 

59,119

 

 

 

464

 

 

 

67

 

Foreign exchange forward contracts

 

N/A

 

 

40,230

 

 

 

466

 

 

 

434

 

 

 

37,749

 

 

 

751

 

 

 

718

 

Visa Class B derivative contract

 

N/A

 

 

43,753

 

 

 

 

 

 

6,602

 

 

 

43,753

 

 

 

 

 

 

7,304

 

 

 

 

 

 

1,977,033

 

 

 

52,356

 

 

 

60,463

 

 

 

1,666,455

 

 

 

25,005

 

 

 

33,553

 

Total derivatives

 

 

 

$

3,215,143

 

 

$

77,684

 

 

$

60,753

 

 

$

3,024,565

 

 

$

28,959

 

 

$

44,815

 

Less: netting adjustment (3)

 

 

 

 

 

 

 

 

(26,075

)

 

 

(41,505

)

 

 

 

 

 

 

(11,979

)

 

 

(22,588

)

Total derivative assets/liabilities

 

 

 

 

 

 

 

$

51,609

 

 

$

19,248

 

 

 

 

 

 

$

16,980

 

 

$

22,227

 

 

(1)

Derivative assets and liabilities are reported at fair value in other assets or other liabilities, respectively, in the consolidated balance sheets.

(2)

The notional amount represents both the customer accommodation agreements and offsetting agreements with unrelated financial institutions.

(3)

Represents balance sheet netting of derivative assets and liabilities for variation margin collateral held or placed with the same central clearing counterparty. See offsetting assets and liabilities for further information.

Cash Flow Hedges of Interest Rate Risk

The Company is party to various interest rate swap agreements designated and qualifying as cash flow hedges of the Company’s forecasted variable cash flows for pools of variable rate loans. For each agreement, the Company receives interest at a fixed rate and pays at a variable rate. During the six months ended June 30, 2018, the Company terminated five of its shorter-term swap agreements with notional amounts totaling $450 million and entered into five longer-term agreements with notional amounts totaling $450 million. The Company paid termination fees of approximately $10.6 million to settle the interest rate swap liabilities, and the resulting accumulated other comprehensive loss is being amortized over the remaining maturities of the designated instruments. Amortization of other comprehensive loss on terminated cash flow hedges totaled $2.5 million for each of the six months ended June 30, 2019 and 2018. The notional amounts of the swap agreements in place at June 30, 2019 expire as follows: $50 million in 2021; $475 million in 2022; $450 million in 2023; and $100 million in 2024.

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Fair Value Hedges of Interest Rate Risk

The Company enters into interest rate swap agreements that modify the Company’s exposure to interest rate risk by effectively converting a portion of the Company’s brokered certificates of deposit from fixed rates to variable rates. The maturities and call features of these interest rate swaps match the features of the hedged deposits. As interest rates fall, the decline in the value of the certificates of deposit is offset by the increase in the value of the interest rate swaps. Conversely, as interest rates rise, the value of the underlying hedged deposits increases, but the value of the interest rate swaps decreases, resulting in no impact on earnings. Interest expense is adjusted by the difference between the fixed and floating rates for the period the swaps are in effect. 

Derivatives Not Designated as Hedges

Customer interest rate derivative program

The Bank enters into interest rate derivative agreements, primarily rate swaps, with commercial banking customers to facilitate their risk management strategies. The Bank enters into offsetting agreements with unrelated financial institutions, thereby mitigating its net risk exposure resulting from such transactions. Because the interest rate derivatives associated with this program do not meet hedge accounting requirements, changes in the fair value of both the customer derivatives and the offsetting derivatives are recognized directly in earnings.

Risk participation agreements

The Bank also enters into risk participation agreements under which it may either assume or sell credit risk associated with a borrower’s performance under certain interest rate derivative contracts. In those instances where the Bank has assumed credit risk, it is not a direct counterparty to the derivative contract with the borrower and has entered into the risk participation agreement because it is a party to the related loan agreement with the borrower. In those instances in which the Bank has sold credit risk, it is the sole counterparty to the derivative contract with the borrower and has entered into the risk participation agreement because other banks participate in the related loan agreement. The Bank manages its credit risk under risk participation agreements by monitoring the creditworthiness of the borrower, based on the Bank’s normal credit review process.

Mortgage banking derivatives

The Bank also enters into certain derivative agreements as part of its mortgage banking activities. These agreements include interest rate lock commitments on prospective residential mortgage loans and forward commitments to sell these loans to investors on a best efforts delivery basis.

Customer foreign exchange forward contract derivatives

The Bank enters into foreign exchange forward derivative agreements, primarily forward foreign currency contracts, with commercial banking customers to facilitate their risk management strategies. The Bank manages its risk exposure from such transactions by entering into offsetting agreements with unrelated financial institutions. Because the foreign exchange forward contract derivatives associated with this program do not meet hedge accounting requirements, changes in the fair value of both the customer derivatives and the offsetting derivatives are recognized directly in earnings.

 

Visa Class B derivative contract

 

The Company is a member of Visa USA. During the fourth quarter of 2018, the Company sold the majority of its Visa Class B holdings, at which time it entered into a derivative agreement with the purchaser whereby the Company will make or receive cash payments whenever the conversion ratio of the Visa Class B shares into Visa Class A shares is adjusted. The conversion ratio changes when Visa deposits funds to a litigation escrow account established by Visa to pay settlements for certain litigation, for which Visa is indemnified by Visa USA members. The Company is also required to make periodic financing payments to the purchaser until all of Visa’s covered litigation matters are resolved. Thus, the derivative contract extends until the end of Visa’s covered litigation matters, the timing of which is uncertain.

The contract includes a contingent accelerated termination clause based on the credit ratings of the Company. At June 30, 2019 and December 31, 2018 the fair value of the liability associated with this contract was $6.6 million and $7.3 million, respectively. Refer to Note 15 – Fair Value of Financial Instruments for discussion of the valuation inputs for this derivative liability.

 

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Effect of Derivative Instruments on the Statement of Income

The effects of derivative instruments on the consolidated statements of income for the three and six months ended June 30, 2019 and 2018 are presented in the table below. For the three and six months ended June 30, 2019 and 2018, the reduction of interest income attributable to cash flow hedges includes amortization of accumulated other comprehensive loss that resulted from termination of five interest rate swap contracts.

 

 

 

 

 

Three Months Ended

 

 

Six Months

 

 

 

 

 

June 30,

 

 

June 30,

 

Derivative Instruments:

 

Location of Gain (Loss)

Recognized in the

Statement of Income:

 

2019

 

 

2018

 

 

2019

 

 

2018

 

Interest rate swaps - cash flow hedges

 

Interest income

 

$

(1,660

)

 

$

(946

)

 

$

(3,676

)

 

$

(1,565

)

Interest rate swaps - fair value hedges

 

Interest expense

 

$

(461

)

 

 

(519

)

 

 

(1,449

)

 

 

(646

)

All other instruments

 

Other noninterest income

 

$

3,600

 

 

 

1,588

 

 

 

4,409

 

 

 

3,111

 

Total

 

 

 

$

1,479

 

 

$

123

 

 

$

(716

)

 

$

900

 

 

Credit Risk-Related Contingent Features

Certain of the Bank’s derivative instruments contain provisions allowing the financial institution counterparty to terminate the contracts in certain circumstances, such as a downgrade of the Bank’s credit ratings below specified levels, a default by the Bank on its indebtedness, or the failure of the Bank to maintain specified minimum regulatory capital ratios or its regulatory status as a well-capitalized institution. These derivative agreements also contain provisions regarding the posting of collateral by each party. At June 30, 2019, the Company was not in violation of any such provisions.

Offsetting Assets and Liabilities

The Bank’s derivative instruments with certain counterparties contain legally enforceable netting provisions that allow for net settlement of multiple transactions to a single amount, which may be positive, negative, or zero. Agreements with certain bilateral counterparties require both parties to maintain collateral in the event that the fair values of derivative instruments exceed established exposure thresholds. For centrally cleared derivatives, the Company is subject to initial margin posting and daily variation margin exchange with the central clearinghouses. Offsetting information in regards to all derivative assets and liabilities, including accrued interest, subject to these master netting agreements at June 30, 2019 and December 31, 2018 is presented in the following tables.

 

(in thousands)

 

 

 

 

 

Gross

Amounts

 

 

Net Amounts

 

 

Gross Amounts Not Offset in the

Statement of Income

 

Description

 

Gross

Amounts

Recognized

 

 

Offset in

the Statement

of Income

 

 

Presented in

the Statement

of Income

 

 

Financial

Instruments

 

 

Cash

Collateral

 

 

Net

Amount

 

As of June 30, 2019

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Derivative Assets

 

$

26,558

 

 

$

(26,405

)

 

$

153

 

 

$

153

 

 

$

 

 

$

 

Derivative Liabilities

 

$

51,833

 

 

$

(41,325

)

 

$

10,508

 

 

$

153

 

 

$

15,304

 

 

$

(4,949

)

 

(in thousands)

 

 

 

 

 

Gross

Amounts

 

 

Net Amounts

 

 

Gross Amounts Not Offset in the

Statement of Income

 

Description

 

Gross

Amounts

Recognized

 

 

Offset in

the Statement

of Income

 

 

Presented in

the Statement

of Income

 

 

Financial

Instruments

 

 

Cash

Collateral

 

 

Net

Amount

 

As of December 31, 2018

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Derivative Assets

 

$

16,167

 

 

$

(12,842

)

 

$

3,325

 

 

$

1,846

 

 

$

 

 

$

1,479

 

Derivative Liabilities

 

$

23,811

 

 

$

(21,651

)

 

$

2,160

 

 

$

1,846

 

 

$

2,871

 

 

$

(2,557

)

 

The Company has excess collateral compared to total exposure due to initial margin requirements for day-to-day rate volatility. 

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8. Stockholders’ Equity

Common Shares Outstanding

Common shares outstanding excludes treasury shares totaling 0.8 million at June 30, 2019 and 0.9 million at December 31, 2018, with a first-in-first-out cost basis of $14.2 million and $18.5 million at June 30, 2019 and December 31, 2018, respectively. Shares outstanding also excludes unvested restricted share awards totaling 1.3 million at June 30, 2019 and December 31, 2018.

Stock Buyback Program

On May 24, 2018, the Company’s board of directors approved a stock buyback program that authorized the repurchase of up to 5%, or approximately 4.3 million shares, of its outstanding common stock. The approved program allows the Company to repurchase its common shares either in the open market in compliance with Rule 10b-18 promulgated under the Securities Exchange Act of 1934, as amended, or in privately negotiated transactions with non-affiliated sellers or as otherwise determined by the Company in one or more transactions, from time to time until December 31, 2019. The Company is not obligated to purchase any shares under this program, and the board of directors may terminate or amend the program at any time prior to the expiration date. As of June 30, 2019, 200,000 shares of the Company’s common stock had been purchased at an average price of $41.30 per share under this program.

Accumulated Other Comprehensive Loss

The components of Accumulated Other Comprehensive Loss and changes in those components are presented in the following table.

 



 

Available

for Sale

Securities

 

 

HTM Securities

Transferred

from AFS

 

 

Employee

Benefit Plans

 

 

Cash

Flow Hedges

 

 

Equity Method Investment

 

 

Total

 

(in thousands)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Balance, December 31, 2017

 

$

(29,512

)

 

$

(14,585

)

 

$

(79,078

)

 

$

(11,227

)

 

$

 

 

$

(134,402

)

Other comprehensive income/loss before income taxes:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net change in unrealized loss

 

 

(71,759

)

 

 

 

 

 

 

 

 

(13,894

)

 

 

 

 

 

(85,653

)

Reclassification of net loss realized and included in earnings

 

 

 

 

 

 

 

 

2,448

 

 

 

1,565

 

 

 

 

 

 

4,013

 

Other Valuation adjustments for employee benefit plan

 

 

 

 

 

 

 

 

(9,039

)

 

 

 

 

 

 

 

 

(9,039

)

Amortization of unrealized net loss on securities transferred to HTM

 

 

 

 

 

1,680

 

 

 

 

 

 

 

 

 

 

 

 

1,680

 

Income tax expense (benefit)

 

 

(16,284

)

 

 

380

 

 

 

(1,494

)

 

 

(2,794

)

 

 

 

 

 

(20,192

)

Balance, June 30, 2018

 

$

(84,987

)

 

$

(13,285

)

 

$

(84,175

)

 

$

(20,762

)

 

$

 

 

$

(203,209

)

Balance, December 31, 2018

 

$

(50,125

)

 

$

(12,044

)

 

$

(110,247

)

 

$

(8,293

)

 

$

 

 

$

(180,709

)

Other comprehensive income (loss) before income taxes:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net change in unrealized gain or loss

 

 

96,514

 

 

 

 

 

 

 

 

 

29,343

 

 

 

611

 

 

 

126,468

 

Reclassification of net loss realized and included in earnings

 

 

 

 

 

 

 

 

4,527

 

 

 

3,676

 

 

 

 

 

 

8,203

 

Amortization of unrealized net loss on securities transferred to HTM

 

 

 

 

 

1,481

 

 

 

 

 

 

 

 

 

 

 

 

1,481

 

Income tax expense

 

 

21,822

 

 

 

335

 

 

 

1,023

 

 

 

7,466

 

 

 

 

 

 

30,646

 

Balance, June 30, 2019

 

$

24,567

 

 

$

(10,898

)

 

$

(106,743

)

 

$

17,260

 

 

$

611

 

 

$

(75,203

)

 

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Table of Contents

 

Accumulated Other Comprehensive Income or Loss (“AOCI”) is reported as a component of stockholders’ equity. AOCI can include, among other items, unrealized holding gains and losses on securities available for sale (“AFS”), including the Company’s share of unrealized gains and losses reported by a partnership accounted for under the equity method, gains and losses associated with pension or other post-retirement benefits that are not recognized immediately as a component of net periodic benefit cost, and gains and losses on derivative instruments that are designated as, and qualify as, cash flow hedges. Net unrealized gains and losses on AFS securities reclassified as securities held to maturity (“HTM”) also continue to be reported as a component of AOCI and will be amortized over the estimated remaining life of the securities as an adjustment to interest income. Subject to certain thresholds, unrealized losses on employee benefit plans will be reclassified into income as pension and post-retirement costs are recognized over the remaining service period of plan participants. Accumulated gains or losses on the cash flow hedge of the variable rate loans described in Note 7 will be reclassified into income over the life of the hedge. Accumulated other comprehensive loss resulting from the terminated interest rate swaps will be amortized over the remaining maturities of the designated instruments. Gains and losses within AOCI are net of deferred income taxes, where applicable.  

The following table shows the line items of the consolidated statements of income affected by amounts reclassified from AOCI.

 



 

Six Months

 

 

 

Amount reclassified from AOCI (a)

 

June 30,

 

 

Affected line item on

(in thousands)

 

2019

 

 

2018

 

 

the statement of income

Amortization of unrealized net loss on securities transferred to HTM

 

$

(1,481

)

 

$

(1,680

)

 

Interest income

Tax effect

 

 

335

 

 

 

380

 

 

Income taxes

Net of tax

 

 

(1,146

)

 

 

(1,300

)

 

Net income

Amortization of defined benefit pension and post-retirement items

 

 

(4,527

)

 

 

(2,448

)

 

Other noninterest expense (b)

Tax effect

 

 

1,023

 

 

 

555

 

 

Income taxes

Net of tax

 

 

(3,504

)

 

 

(1,893

)

 

Net income

Reclassification of unrealized gain (loss) on cash flow hedges

 

 

(1,204

)

 

 

979

 

 

Interest income

Tax effect

 

 

272

 

 

 

(222

)

 

Income taxes

Net of tax

 

 

(932

)

 

 

757

 

 

Net income

Amortization of loss on terminated cash flow hedges

 

 

(2,472

)

 

 

(2,544

)

 

Interest income

Tax effect

 

 

559

 

 

 

577

 

 

Income taxes

Net of tax

 

 

(1,913

)

 

 

(1,967

)

 

Net income

Total reclassifications, net of tax

 

$

(7,495

)

 

$

(4,403

)

 

Net income

 

(a)

Amounts in parentheses indicate reduction in net income.

(b)

These AOCI components are included in the computation of net periodic pension and post-retirement cost that is reported with employee benefits expense (see Note 12 – Retirement Plans for additional details). 

9. Other Noninterest Income

Components of other noninterest income are as follows:

 

 

 

Three Months Ended

 

 

Six Months Ended

 

 

 

June 30,

 

 

June 30,

 

(in thousands)

 

2019

 

 

2018

 

 

2019

 

 

2018

 

Income from bank-owned life insurance

 

$

4,083

 

 

$

3,113

 

 

$

7,348

 

 

$

6,183

 

Credit related fees

 

 

2,937

 

 

 

2,416

 

 

 

5,532

 

 

 

5,138

 

Income from derivatives

 

 

3,600

 

 

 

1,588

 

 

 

4,409

 

 

 

3,111

 

Gain (loss) on sales of assets

 

 

34

 

 

 

41

 

 

 

431

 

 

 

(1,166

)

Other miscellaneous

 

 

4,326

 

 

 

3,347

 

 

 

6,728

 

 

 

6,724

 

Total other noninterest income

 

$

14,980

 

 

$

10,505

 

 

$

24,448

 

 

$

19,990

 

 

 

 

 

 

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10. Other Noninterest Expense

Components of other noninterest expense are as follows:

 

 

 

Three Months Ended

 

 

Six Months Ended

 

 

 

June 30,

 

 

June 30,

 

(in thousands)

 

2019

 

 

2018

 

 

2019

 

 

2018

 

Advertising

 

$

3,253

 

 

$

3,517

 

 

$

6,333

 

 

$

6,043

 

Corporate value and franchise taxes

 

 

4,215

 

 

 

3,577

 

 

 

8,257

 

 

 

7,017

 

Printing and supplies

 

 

1,092

 

 

 

1,688

 

 

 

2,261

 

 

 

2,974

 

Telecommunications and postage

 

 

3,363

 

 

 

3,615

 

 

 

6,829

 

 

 

7,465

 

Travel expense

 

 

1,344

 

 

 

1,441

 

 

 

2,442

 

 

 

2,507

 

Entertainment and contributions

 

 

2,742

 

 

 

3,193

 

 

 

5,450

 

 

 

5,711

 

Tax credit investment amortization

 

 

1,234

 

 

 

875

 

 

 

2,372

 

 

 

1,749

 

Other retirement expense

 

 

(4,152

)

 

 

(4,458

)

 

 

(8,257

)

 

 

(8,921

)

Loss on restructuring of bank-owned life insurance contracts

 

 

 

 

 

3,240

 

 

 

 

 

 

3,240

 

Other miscellaneous

 

 

6,588

 

 

 

8,830

 

 

 

12,279

 

 

 

14,514

 

Total other noninterest expense

 

$

19,679

 

 

$

25,518

 

 

$

37,966

 

 

$

42,299

 

 

11. Earnings Per Common Share

The Company calculates earnings per share using the two-class method. The two-class method allocates net income to each class of common stock and participating security according to common dividends declared and participation rights in undistributed earnings. Participating securities consist of nonvested share-based payment awards that contain nonforfeitable rights to dividends or dividend equivalents. 

A summary of the information used in the computation of earnings per common share follows.

 

 

 

Three Months Ended

 

 

Six Months Ended

 

 

 

June 30,

 

 

June 30,

 

(in thousands, except per share data)

 

2019

 

 

2018

 

 

2019

 

 

2018

 

Numerator:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net income to common shareholders

 

$

88,277

 

 

$

71,177

 

 

$

167,441

 

 

$

143,652

 

Net income allocated to participating securities - basic and diluted

 

 

1,502

 

 

 

1,328

 

 

 

2,839

 

 

 

2,694

 

Net income allocated to common shareholders - basic and diluted

 

$

86,775

 

 

$

69,849

 

 

$

164,602

 

 

$

140,958

 

Denominator:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Weighted-average common shares - basic

 

 

85,728

 

 

 

85,305

 

 

$

85,708

 

 

$

85,273

 

Dilutive potential common shares

 

 

107

 

 

 

178

 

 

 

102

 

 

 

178

 

Weighted-average common shares - diluted

 

 

85,835

 

 

 

85,483

 

 

$

85,810

 

 

$

85,451

 

Earnings per common share:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Basic

 

$

1.01

 

 

$

0.82

 

 

$

1.92

 

 

$

1.65

 

Diluted

 

$

1.01

 

 

$

0.82

 

 

$

1.92

 

 

$

1.65

 

 

Potential common shares consist of stock options, nonvested performance-based awards, and nonvested restricted share awards deferred under the Company’s nonqualified deferred compensation plan. These potential common shares do not enter into the calculation of diluted earnings per share if the impact would be antidilutive, i.e., increase earnings per share or reduce a loss per share. Weighted average antidilutive potential common shares totaled 14,150 and 14,183 for the three and six months ended June 30, 2019, respectively. There were 1,816 and 913 antidilutive potential common shares excluded from the calculation of diluted earnings per share for the three and six months ended June 30, 2018, respectively.

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12. Retirement Plans

The Company sponsors a qualified defined benefit pension plan, the Hancock Whitney Corporation Pension Plan (“Pension Plan”), covering certain eligible associates. Those hired or rehired by the Company prior to June 30, 2017 are eligible to participate; however, the accrued benefits of each participant in the Pension Plan whose combined age plus years of service as of January 1, 2018 totaled less than 55 were frozen as of January 1, 2018 and will not thereafter increase. The Company makes contributions to the Pension Plan in amounts sufficient to meet funding requirements set forth in federal employee benefit and tax laws, plus such additional amounts as the Company may determine to be appropriate. During the first quarter of 2019, the Company made a discretionary contribution of $100 million to the Pension Plan. During the third quarter of 2018, the Company made a discretionary contribution of $39 million to the Pension Plan designated to the 2017 plan year.

The Company also offers a defined contribution retirement benefit plan, the Hancock Whitney Corporation 401(k) Savings Plan (“401(k) Plan”), that covers substantially all associates who have been employed 60 days and meet a minimum age requirement and employment classification criteria. The Company matches 100% of the first 1% of compensation saved by a participant, and 50% of the next 5% of compensation saved. Newly eligible associates are automatically enrolled at an initial 3% savings rate unless the associate actively opts out of participation in the plan. Beginning January 1, 2018, the Company makes an additional basic contribution to associates hired or rehired after June 30, 2017 in an amount equal to 2% of the associate’s eligible compensation. For Pension Plan participants whose benefits were frozen as of January 1, 2018, the 401(k) Plan provides an enhanced Company contribution in the amount of 2%, 4% or 6% of such participant’s eligible compensation, based on the participant’s age and years of service with the Company. Participants vest in basic and enhanced Company contributions upon completion of three years of service.

The Company sponsors a nonqualified defined benefit plan covering certain legacy Whitney employees that was frozen as of December 31, 2012 and no future benefits are accrued under this plan.

The Company sponsors defined benefit postretirement plans for both legacy Hancock and legacy Whitney employees that provide health care and life insurance benefits. Benefits under the Hancock plan are not available to employees hired on or after January 1, 2000. Benefits under the Whitney plan are restricted to retirees who were already receiving benefits at the time of plan amendments in 2007 or active participants who were eligible to receive benefits as of December 31, 2007.

The following tables show the components of net periodic benefits cost included in expense for the plans for the periods indicated.

 



 

 

 

 

 

 

 

 

 

Other Post-

 

(in thousands)

 

Pension Benefits

 

 

Retirement Benefits

 

For the Three Months Ended June 30,

 

2019

 

 

2018

 

 

2019

 

 

2018

 

Service cost

 

$

2,735

 

 

$

3,163

 

 

$

22

 

 

$

28

 

Interest cost

 

 

4,661

 

 

 

4,279

 

 

 

164

 

 

 

161

 

Expected return on plan assets

 

 

(11,300

)

 

 

(10,169

)

 

 

 

 

 

 

Amortization of net loss and prior service costs

 

 

2,552

 

 

 

1,365

 

 

 

(228

)

 

 

(94

)

Net periodic benefit cost (reduction of cost)

 

$

(1,352

)

 

$

(1,362

)

 

$

(42

)

 

$

95

 

 



 

 

 

 

 

 

 

 

 

Other Post-

 

(in thousands)

 

Pension Benefits

 

 

Retirement Benefits

 

For the Six Months Ended June 30,

 

2019

 

 

2018

 

 

2019

 

 

2018

 

Service cost

 

$

5,510

 

 

$

6,088

 

 

$

51

 

 

$

63

 

Interest cost

 

 

9,524

 

 

 

8,202

 

 

 

292

 

 

 

298

 

Expected return on plan assets

 

 

(22,600

)

 

 

(19,869

)

 

 

 

 

 

 

Amortization of net loss and prior service costs

 

 

4,982

 

 

 

2,691

 

 

 

(455

)

 

 

(243

)

Net periodic benefit cost (reduction of cost)

 

$

(2,584

)

 

$

(2,888

)

 

$

(112

)

 

$

118

 

 

 

13. Share-Based Payment Arrangements

The Company maintains incentive compensation plans that provide for awards of share-based compensation to employees and directors. These plans have been approved by the Company’s shareholders. Detailed descriptions of these plans were included in Note 17 to the consolidated financial statements in the Company’s Annual Report on Form 10-K for the year ended December 31, 2018.

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Table of Contents

 

A summary of stock option activity for the six months ended June 30, 2019 is presented below:

 

 

 

 

 

 

 

 

 

 

 

Weighted

 

 

 

 

 

 

 

 

 

 

 

Weighted

 

 

Average

 

 

 

 

 

 

 

 

 

 

 

Average

 

 

Remaining

 

 

Aggregate

 

 

 

Number of

 

 

Exercise

 

 

Contractual

 

 

Intrinsic

 

Options

 

Shares

 

 

Price

 

 

Term (Years)

 

 

Value ($000)

 

Outstanding at January 1, 2019

 

 

46,865

 

 

$

31.88

 

 

 

2.6

 

 

$

164

 

Exercised/Released

 

 

(11,804

)

 

 

31.14

 

 

 

 

 

 

 

105

 

Cancelled/Forfeited

 

 

 

 

 

 

 

 

 

 

 

 

 

Expired

 

 

 

 

 

 

 

 

 

 

 

 

 

Outstanding at June, 2019

 

 

35,061

 

 

$

32.13

 

 

 

2.0

 

 

$

278

 

Exercisable at June 30, 2019

 

 

35,061

 

 

$

32.13

 

 

 

2.0

 

 

$

278

 

 

The total intrinsic value of options exercised during the six months ended June 30, 2019 and 2018 was $0.1 million and $0.6 million, respectively.

The Company’s restricted and performance-based share awards to certain employees and directors are subject to service requirements. A summary of the status of the Company’s nonvested restricted and performance-based share awards at June 30, 2019 and changes during the six months ended June 30, 2019, are presented in the following table.

 

 

 

 

 

 

 

Weighted

 

 

 

 

 

 

 

Average

 

 

 

Number of

 

 

Grant Date

 

 

 

Shares

 

 

Fair Value

 

Nonvested at January 1, 2019

 

 

1,494,041

 

 

$

39.89

 

Granted

 

 

94,907

 

 

 

35.80

 

Vested

 

 

(20,290

)

 

 

42.61

 

Forfeited

 

 

(23,782

)

 

 

38.62

 

Nonvested at June 30, 2019

 

 

1,544,876

 

 

$

39.62

 

 

As of June 30, 2019, there was $47.3 million of total unrecognized compensation expense related to nonvested restricted and performance shares expected to vest. This compensation is expected to be recognized in expense over a weighted average period of 3.1 years. The total fair value of shares which vested during the six months ended June 30, 2019 and 2018 was $0.6 million and $0.9 million, respectively.

During the six months ended June 30, 2019, the Company granted 33,691 performance share awards subject to a total shareholder return (“TSR”) performance metric with a grant date fair value of $35.27 per share and 33,691 performance shares subject to an operating earnings per share performance metric with a grant date fair value of $32.15 per share to key members of executive management. The number of performance shares subject to TSR that ultimately vest at the end of the three-year performance period, if any, will be based on the relative rank of the Company’s three-year TSR among the TSRs of a peer group of 42 regional banks. The fair value of the performance shares subject to TSR at the grant date was determined using a Monte Carlo simulation method. The number of performance shares subject to core earnings per share that ultimately vest will be based on the Company’s attainment of certain operating earnings per share goals over the two-year performance period. The maximum number of performance shares that could vest is 200% of the target award. Compensation expense for these performance shares is recognized on a straight line basis over the three-year service period.

14. Commitments and Contingencies

In the normal course of business, the Bank enters into financial instruments, such as commitments to extend credit and letters of credit, to meet the financing needs of its customers. Such instruments are not reflected in the accompanying consolidated financial statements until they are funded, although they expose the Bank to varying degrees of credit risk and interest rate risk in much the same way as funded loans. Under regulatory capital guidelines, the Company and Bank must include unfunded commitments meeting certain criteria in risk-weighted capital calculations.

Commitments to extend credit include revolving commercial credit lines, nonrevolving loan commitments issued mainly to finance the acquisition and development or construction of real property or equipment, and credit card and personal credit lines. The availability of funds under commercial credit lines and loan commitments generally depends on whether the borrower continues to meet credit standards established in the underlying contract and has not violated other contractual conditions. Loan commitments generally have fixed expiration dates or other termination clauses and may require payment of a fee by the borrower. Credit card and personal credit lines are generally subject to cancellation if the borrower’s credit quality deteriorates. A number of commercial and personal credit lines are used only partially or, in some cases, not at all before they expire, and the total commitment amounts do not necessarily represent future cash requirements of the Company.

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Table of Contents

 

A substantial majority of the letters of credit are standby agreements that obligate the Bank to fulfill a customer’s financial commitments to a third party if the customer is unable to perform. The Bank issues standby letters of credit primarily to provide credit enhancement to its customers’ other commercial or public financing arrangements and to help them demonstrate financial capacity to vendors of essential goods and services. 

The contract amounts of these instruments reflect the Company’s exposure to credit risk. The Company undertakes the same credit evaluation in making loan commitments and assuming conditional obligations as it does for on-balance sheet instruments and may require collateral or other credit support. The following table presents a summary of the Company’s off-balance sheet financial instruments as of June 30, 2019 and December 31, 2018:

 



 

June 30,

 

 

December 31,

 

(in thousands)

 

2019

 

 

2018

 

Commitments to extend credit

 

$

6,930,220

 

 

$

7,234,528

 

Letters of credit

 

 

359,487

 

 

 

365,498

 

 

Legal Proceedings

The Company is party to various legal proceedings arising in the ordinary course of business. Management does not believe that loss contingencies, if any, arising from pending litigation and regulatory matters will have a material adverse effect on the consolidated financial position or liquidity of the Company.

15. Fair Value Measurements

The Financial Accounting Standards Board (“FASB”) defines fair value as the exchange price that would be received to sell an asset or paid to transfer a liability in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. The FASB’s guidance also establishes a fair value hierarchy that prioritizes the inputs to these valuation techniques used to measure fair value, giving preference to quoted prices in active markets for identical assets or liabilities (“level 1”) and the lowest priority to unobservable inputs such as a reporting entity’s own data (“level 3”). Level 2 inputs include quoted prices for similar assets or liabilities in active markets, quoted prices for identical assets or liabilities in markets that are not active, observable inputs other than quoted prices, such as interest rates and yield curves, and inputs that are derived principally from or corroborated by observable market data by correlation or other means.

Fair Value of Assets and Liabilities Measured on a Recurring Basis

The following tables present for each of the fair value hierarchy levels the Company’s assets and liabilities that are measured at fair value on a recurring basis in the consolidated balance sheets at June 30, 2019 and December 31, 2018:

 



 

June 30, 2019

 

(in thousands)

 

Level 1

 

 

Level 2

 

 

Level 3

 

 

Total

 

Assets

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Available for sale debt securities:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

U.S. Treasury and government agency securities

 

$

 

 

$

81,864

 

 

$

 

 

$

81,864

 

Municipal obligations

 

 

 

 

 

249,341

 

 

 

 

 

 

249,341

 

Corporate debt securities

 

 

 

 

 

3,500

 

 

 

 

 

 

3,500

 

Residential mortgage-backed securities

 

 

 

 

 

1,367,651

 

 

 

 

 

 

1,367,651

 

Commercial mortgage-backed securities

 

 

 

 

 

934,575

 

 

 

 

 

 

934,575

 

Collateralized mortgage obligations

 

 

 

 

 

153,537

 

 

 

 

 

 

153,537

 

Total available for sale securities

 

 

 

 

 

2,790,468

 

 

 

 

 

 

2,790,468

 

Derivative assets (1)

 

 

 

 

 

51,609

 

 

 

 

 

 

51,609

 

Total recurring fair value measurements - assets

 

$

 

 

$

2,842,077

 

 

$

 

 

$

2,842,077

 

Liabilities

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Derivative liabilities (1)

 

$

 

 

$

12,646

 

 

$

6,602

 

 

$

19,248

 

Total recurring fair value measurements - liabilities

 

$

 

 

$

12,646

 

 

$

6,602

 

 

$

19,248

 

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Table of Contents

 

 



 

December 31, 2018

 

(in thousands)

 

Level 1

 

 

Level 2

 

 

Level 3

 

 

Total

 

Assets

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Available for sale debt securities:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

U.S. Treasury and government agency securities

 

$

 

 

$

71,706

 

 

$

 

 

$

71,706

 

Municipal obligations

 

 

 

 

 

240,427

 

 

 

 

 

 

240,427

 

Corporate debt securities

 

 

 

 

 

3,500

 

 

 

 

 

 

3,500

 

Residential mortgage-backed securities

 

 

 

 

 

1,443,402

 

 

 

 

 

 

1,443,402

 

Commercial mortgage-backed securities

 

 

 

 

 

770,077

 

 

 

 

 

 

770,077

 

Collateralized mortgage obligations

 

 

 

 

 

161,925

 

 

 

 

 

 

161,925

 

Total available for sale securities

 

 

 

 

 

2,691,037

 

 

 

 

 

 

2,691,037

 

Derivative assets (1)

 

 

 

 

 

16,980

 

 

 

 

 

 

16,980

 

Total recurring fair value measurements - assets

 

 

 

 

$

2,708,017

 

 

 

 

 

$

2,708,017

 

Liabilities

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Derivative liabilities (1)

 

$

 

 

$

14,923

 

 

$

7,304

 

 

$

22,227

 

Total recurring fair value measurements - liabilities

 

$

 

 

$

14,923

 

 

$

7,304

 

 

$

22,227

 

 

(1)

For further disaggregation of derivative assets and liabilities, see Note 7 - Derivatives.

Securities classified as level 2 include obligations of U.S. Government agencies and U.S. Government-sponsored agencies, residential and commercial mortgage-backed securities and collateralized mortgage obligations that are issued or guaranteed by U.S. government agencies, and state and municipal bonds. The level 2 fair value measurements for investment securities are obtained quarterly from a third-party pricing service that uses industry-standard pricing models. Substantially all of the model inputs are observable in the marketplace or can be supported by observable data. 

The Company invests only in securities of investment grade quality with a targeted duration, for the overall portfolio, generally between two and five and a half years. Company policies generally limit investments to U.S. agency securities and municipal securities determined to be investment grade according to an internally generated score which generally includes a rating of not less than “Baa” or its equivalent by a nationally recognized statistical rating agency.  

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Table of Contents

 

For the Company’s derivative financial instruments designated as hedges and those under the customer interest rate program, the fair value is obtained from a third-party pricing service that uses an industry-standard discounted cash flow model that relies on inputs, LIBOR swap curves, Overnight Index swap rate curves, observable in the marketplace. To comply with the accounting guidance, credit valuation adjustments are incorporated in the fair values to appropriately reflect nonperformance risk for both the Company and the counterparties. Although the Company has determined that the majority of the inputs used to value these derivative instruments fall within level 2 of the fair value hierarchy, the credit value adjustments utilize level 3 inputs, such as estimates of current credit spreads. The Company has determined that the impact of the credit valuation adjustments is not significant to the overall valuation of these derivatives. As a result, the Company has classified its derivative valuations for these instruments in level 2 of the fair value hierarchy. The Company’s policy is to measure counterparty credit risk quarterly for all derivative instruments subject to master netting arrangements consistent with how market participants would price the net risk exposure at the measurement date.

The Company also has certain derivative instruments associated with the Bank’s mortgage-banking activities. These derivative instruments include interest rate lock commitments on prospective residential mortgage loans and forward commitments to sell these loans to investors on a best efforts delivery basis. The fair value of these derivative instruments is measured using observable market prices for similar instruments and is classified as a level 2 measurement.

The Company’s Level 3 liability consists of a derivative contract with the purchaser of 192,163 shares of Visa Class B common stock. Pursuant to the agreement, the Company retains the risks associated with the ultimate conversion of the Visa Class B common shares into shares of Visa Class A common stock, such that the counterparty will be compensated for any dilutive adjustments to the conversion ratio and the Company will be compensated for any anti-dilutive adjustments to the ratio. The agreement also requires periodic payments by the Company to the counterparty calculated by reference to the market price of Visa Class A common shares at the time of sale and a fixed rate of interest that steps up once after the eighth scheduled quarterly payment. The fair value of the liability is determined using a discounted cash flow methodology. The significant unobservable inputs used in the fair value measurement are the Company’s own assumptions about estimated changes in the conversion rate of the Visa Class B common shares into Visa Class A common shares, the date on which such conversion is expected to occur and the estimated growth rate of the Visa Class A common share price. Refer to Note 7 – Derivatives for information about the derivative contract with the counterparty.

 

The Company believes its valuation methods for its assets and liabilities carried at fair value are appropriate; however, the use of different methodologies or assumptions, particularly as applied to Level 3 assets and liabilities, could have a material effect on the computation of their estimated fair values.

 

Changes in Level 3 Fair Value Measurements and Quantitative Information about Level 3 Fair Value Measurements

The table below presents a rollforward of the amounts on the consolidated balance sheets for the six months ended June 30, 2019 and the year ended December 31, 2018 for financial instruments of a material nature that are classified within Level 3 of the fair value hierarchy and are measured at fair value on a recurring basis:

 

(in thousands)

 

 

 

 

Balance at December 31, 2017

 

$

 

Entry into derivative contract

 

 

7,304

 

Balance at December 31, 2018

 

 

7,304

 

Cash settlements

 

 

(843

)

Losses included in earnings

 

 

141

 

Balance at June 30, 2019

 

$

6,602

 

The table below provides an overview of the valuation techniques and significant unobservable inputs used in those techniques to measure the financial instrument measured on a recurring basis and classified within Level 3 of the valuation. The range of sensitivities that management utilized in its fair value calculations is deemed acceptable in the industry with respect to the identified financial instrument.

 

($ in thousands)

 

 

 

 

 

 

 

 

 

 

 

 

 

 



 

Fair Value

 

 

 

 

 

 

 

Level 3 Class

 

June 30, 2019

 

 

December 31, 2018

 

 

Valuation Technique

 

Unobservable Input

 

Values Utilized

 

 

 

 

 

 

 

 

 

 

 

 

Visa Class A appreciation

 

6% - 18%

Derivative liability

 

$

6,602

 

 

$

7,304

 

 

Discounted cash flow

 

Conversion rate

 

1.62x - 1.59x

 

 

 

 

 

 

 

 

 

 

 

 

Time until resolution

 

24-48 months

 

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The Company’s policy is to recognize transfers between valuation hierarchy levels as of the end of a reporting period. There were no transfers between levels during the periods presented.

Fair Value of Assets Measured on a Nonrecurring Basis

Certain assets and liabilities are measured at fair value on a nonrecurring basis. Collateral-dependent impaired loans are level 2 assets measured at the fair value of the underlying collateral based on independent third-party appraisals that take into consideration market-based information such as recent sales activity for similar assets in the property’s market. 

Other real estate owned and foreclosed assets, including both foreclosed property and surplus banking property, are level 3 assets that are adjusted to fair value, less estimated selling costs, upon transfer to other real estate owned. Subsequently, other real estate owned is carried at the lower of carrying value or fair value less estimated selling costs. Fair values are determined by sales agreement or third-party appraisals as discounted for estimated selling costs, information from comparable sales, and marketability of the property. 

The fair value information presented below is not as of the period end, rather it was as of the date the fair value adjustment was recorded during the twelve months for each of the dates presented below, and excludes nonrecurring fair value measurements of assets no longer on the balance sheet. 

The following tables present the Company’s financial assets that are measured at fair value on a nonrecurring basis for each of the fair value hierarchy levels.

 



 

June 30, 2019

 

(in thousands)

 

Level 1

 

 

Level 2

 

 

Level 3

 

 

Total

 

Collateral-dependent impaired loans

 

$

 

 

$

168,190

 

 

$

 

 

$

168,190

 

Other real estate owned and foreclosed assets, net

 

 

 

 

 

 

 

 

7,103

 

 

 

7,103

 

Total nonrecurring fair value measurements

 

$

 

 

$

168,190

 

 

$

7,103

 

 

$

175,293

 

 



 

December 31, 2018

 

(in thousands)

 

Level 1

 

 

Level 2

 

 

Level 3

 

 

Total

 

Collateral-dependent impaired loans

 

$

 

 

$

170,918

 

 

$

 

 

$

170,918

 

Other real estate owned and foreclosed assets, net

 

 

 

 

 

 

 

 

14,594

 

 

 

14,594

 

Total nonrecurring fair value measurements

 

$

 

 

$

170,918

 

 

$

14,594

 

 

$

185,512

 

 

Accounting guidance from the FASB requires the disclosure of estimated fair value information about certain on- and off-balance sheet financial instruments, including those financial instruments that are not measured and reported at fair value on a recurring basis. The significant methods and assumptions used by the Company to estimate the fair value of financial instruments are discussed below.

Cash, Short-Term Investments and Federal Funds Sold For these short-term instruments, the carrying amount is a reasonable estimate of fair value.

Securities – The fair value measurement for securities available for sale was discussed earlier in the note. The same measurement techniques were applied to the valuation of securities held to maturity. 

Loans, Net – The fair value measurement for certain impaired loans was discussed earlier in the note. For the remaining portfolio, fair values were generally determined by discounting scheduled cash flows using discount rates determined with reference to current market rates at which loans with similar terms would be made to borrowers of similar credit quality. 

Loans Held for Sale – These loans are recorded at fair value and carried at the lower of cost or market. The carrying amount is considered a reasonable estimate of fair value. 

Deposits – The accounting guidance requires that the fair value of deposits with no stated maturity, such as noninterest-bearing demand deposits, interest-bearing checking and savings accounts, be assigned fair values equal to amounts payable upon demand (“carrying amounts”). The fair value of fixed maturity certificates of deposit is estimated using the rates currently offered for deposits of similar remaining maturities.

Securities Sold under Agreements to Repurchase, Federal Funds Purchased, and FHLB Borrowings – For these short-term liabilities, the carrying amount is a reasonable estimate of fair value.

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Long-Term Debt – The fair value is estimated by discounting the future contractual cash flows using current market rates at which debt with similar terms could be obtained.

Derivative Financial Instruments – The fair value measurement for derivative financial instruments was discussed earlier in the note.

The following tables present the estimated fair values of the Company’s financial instruments by fair value hierarchy levels and the corresponding carrying amounts:

 



 

June 30, 2019

 



 

 

 

 

 

 

 

 

 

 

 

 

 

Total Fair

 

 

Carrying

 

(in thousands)

 

Level 1

 

 

Level 2

 

 

Level 3

 

 

Value

 

 

Amount

 

Financial assets:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Cash, interest-bearing bank deposits, and federal funds sold

 

$

516,214

 

 

$

 

 

$

 

 

$

516,214

 

 

$

516,214

 

Available for sale securities

 

 

 

 

 

2,790,468

 

 

 

 

 

 

2,790,468

 

 

 

2,790,468

 

Held to maturity securities

 

 

 

 

 

2,979,401

 

 

 

 

 

 

2,979,401

 

 

 

2,935,267

 

Loans, net

 

 

 

 

 

168,190

 

 

 

19,894,266

 

 

 

20,062,456

 

 

 

19,980,187

 

Loans held for sale

 

 

 

 

 

36,150

 

 

 

 

 

 

36,150

 

 

 

36,150

 

Derivative financial instruments

 

 

 

 

 

51,609

 

 

 

 

 

 

51,609

 

 

 

51,609

 

Financial liabilities:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Deposits

 

$

 

 

$

 

 

$

23,220,712

 

 

$

23,220,712

 

 

$

23,236,042

 

Federal funds purchased

 

 

550

 

 

 

 

 

 

 

 

 

550

 

 

 

550

 

Securities sold under agreements to repurchase

 

 

631,048

 

 

 

 

 

 

 

 

 

631,048

 

 

 

631,048

 

FHLB short-term borrowings

 

 

1,010,000

 

 

 

 

 

 

 

 

 

1,010,000

 

 

 

1,010,000

 

Long-term debt

 

 

 

 

 

224,547

 

 

 

 

 

 

224,547

 

 

 

232,754

 

Derivative financial instruments

 

 

 

 

 

12,646

 

 

 

6,602

 

 

 

19,248

 

 

 

19,248

 

 



 

December 31, 2018

 

(in thousands)

 

Level 1

 

 

Level 2

 

 

Level 3

 

 

Total Fair

Value

 

 

Carrying

Amount

 

Financial assets:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Cash, interest-bearing bank deposits, and federal funds sold

 

$

494,466

 

 

$

 

 

$

 

 

$

494,466

 

 

$

494,466

 

Available for sale securities

 

 

 

 

 

2,691,037

 

 

 

 

 

 

2,691,037

 

 

 

2,691,037

 

Held to maturity securities

 

 

 

 

 

2,935,856

 

 

 

 

 

 

2,935,856

 

 

 

2,979,547

 

Loans, net

 

 

 

 

 

170,918

 

 

 

19,555,969

 

 

 

19,726,887

 

 

 

19,831,897

 

Loans held for sale

 

 

 

 

 

28,150

 

 

 

 

 

 

28,150

 

 

 

28,150

 

Derivative financial instruments

 

 

 

 

 

16,980

 

 

 

 

 

 

16,980

 

 

 

16,980

 

Financial liabilities:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Deposits

 

$

 

 

$

 

 

$

23,129,574

 

 

$

23,129,574

 

 

$

23,150,185

 

Federal funds purchased

 

 

425

 

 

 

 

 

 

 

 

 

425

 

 

 

425

 

Securities sold under agreements to repurchase

 

 

428,599

 

 

 

 

 

 

 

 

 

428,599

 

 

 

428,599

 

FHLB short-term borrowings

 

 

1,160,104

 

 

 

 

 

 

 

 

 

1,160,104

 

 

 

1,160,104

 

Long-term debt

 

 

 

 

 

223,135

 

 

 

 

 

 

223,135

 

 

 

224,993

 

Derivative financial instruments

 

 

 

 

 

14,923

 

 

 

7,304

 

 

 

22,227

 

 

 

22,227

 

 

 

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16. Recent Accounting Pronouncements

Accounting Standards Adopted in 2019

In February 2016, the FASB issued ASU 2016-02, “Leases (Topic 842),” to increase transparency and comparability among organizations by recognizing lease assets and lease liabilities on the balance sheet and disclosing key information about leasing arrangements. With the exception of short-term leases, lessees are required to recognize a lease liability representing the lessee’s obligation to make lease payments arising from a lease, measured on a discounted basis, and a right-of-use asset representing the lessee’s right to use, or control the use of, a specified asset for the lease term upon adoption. Lessor accounting was largely unchanged under the new guidance, except for clarification of the definition of initial direct costs which provided additional guidance on the timing of recognition of those costs. Subsequent to the issuance of this update, the FASB issued three additional ASUs that provide codification improvements and certain transition elections, including ASU 2018-11, which permits an additional transition method whereby an entity may elect to record a cumulative-effect adjustment to the opening balance of retained earnings in the period of adoption. The Company was required to and did adopt the standard effective January 1, 2019, using the modified retrospective transition method permitted by ASU 2018-11. Thus, the Company’s reporting for the comparative period presented in the financial statements and disclosures continues to be in accordance with GAAP Topic 840. Upon adoption, the Company recorded a gross-up of assets and liabilities in its Consolidated Balance Sheet, with approximately $116 million for right of use assets and $131 million of lease payment obligations offset by the elimination of $15 million of existing lease incentive and other deferred rent liabilities. Accounting for leases in accordance with Topic 842 has not had a material impact upon the Company’s consolidated results of operations, and is not expected to in future periods. Refer to Note 5 – Operating Leases for further information related to operating lease accounting policy, practical expedient elections for adoption and operating leasing information at adoption and as of June 30, 2019.

Issued but Not Yet Adopted Accounting Standards

 

In April 2019, the FASB issued ASU 2019-04, “Codification Improvements to Topic 326, Financial Instruments—Credit Losses, Topic 815, Derivatives and Hedging, and Topic 825, Financial Instruments.” The Update provides clarification and correction to certain areas of previously issued ASUs concerning financial instruments (2016-01, 2016-13 and 2017-12). The FASB does not expect the provisions contained in this Update to have a significant effect on current accounting practice. Effective dates for adoption of this Update’s provisions vary in accordance with the effective dates and adoption status of the amended ASUs. The Company is currently assessing the impact of adoption of this guidance, but it is not expected to have a material impact upon its financial position and results of operations.

In August 2018, the FASB issued ASU 2018-14, “Compensation – Retirement Benefits – Defined Benefit Plans – General (Subtopic 715-20): Disclosure Framework – Changes to the Disclosure Requirements for Defined Benefit Plans.” The amendments in this Update modify certain disclosure requirements by removing disclosures that are no longer considered cost beneficial, clarifying specific requirements of disclosures, and adding disclosure requirements identified as relevant. The amendments in this Update are effective for fiscal years ending after December 15, 2020 for public business entities, and early adoption is permitted. The Company is currently assessing the impact of adoption of this guidance upon its pension and postretirement plan disclosures. Adoption of this guidance will have no impact upon the Company’s results of operations or financial condition.

In August 2018, the FASB issued ASU 2018-13, “Fair Value Measurement (Topic 820): Disclosure Framework – Changes to the Disclosure Requirements for Fair Value Measurement.” The amendments in this Update modify certain disclosure requirements on fair value measurements set forth in Topic 820, Fair Value Measurements. In addition, the amendments in this Update eliminate the phrase “an entity shall disclose at a minimum” to promote the appropriate exercise of discretion by entities when considering fair value measurement disclosures to clarify that materiality is an appropriate consideration of entities and their auditors when evaluating disclosure requirements. The amendments in this Update are effective for all entities for fiscal years, and interim periods within those fiscal years, beginning after December 31, 2019, and early adoption is permitted. The Company is currently assessing the impact of adoption of this guidance upon its fair value measurements disclosures. Adoption of this guidance will have no impact upon the Company’s results of operations or financial condition.

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In June 2016, the FASB issued ASU 2016-13, “Financial Instruments – Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments,” to improve financial reporting by requiring timelier recording of credit losses on loans and other financial instruments held by financial institutions and other organizations. The ASU, more commonly referred to as Current Expected Credit Losses, or CECL, requires the measurement of all expected credit losses for financial assets held at the reporting date based on historical experience, current conditions, and reasonable and supportable forecasts. Financial institutions and other organizations will now use forward-looking information to better inform their credit loss estimates. Many of the loss estimation techniques currently applied will still be permitted, although the inputs to those techniques will change to reflect the full amount of expected credit losses. Organizations will continue to use judgment to determine which loss estimation method is appropriate for their circumstances. In addition, the ASU amends the accounting for credit losses on debt securities and purchased financial assets with credit deterioration. The ASU is effective for SEC filers for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2019, with a cumulative-effect adjustment to retained earnings as of the beginning of the year of adoption. Early application is permitted for all organizations for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2018. The Company is not planning to early adopt this guidance. The Company has engaged third party consultants and formed cross-functional working groups comprised of individuals from various areas including credit, finance, treasury, risk management and information technology for implementation. Five work streams have been created to develop the expected credit loss models; execute system implementation; complete balance sheet scoping; ensure the design of effective internal controls surrounding new processes; and provide executive oversight of the project. The Company has completed the configuration of a vendor provided software solution for which testing and implementation is expected to be complete in the third quarter of 2019. Validation of models began in the first quarter of 2019 and is also expected to be completed during the third quarter of 2019. The Company plans to conduct parallel testing of the estimation process during the third and fourth quarters of 2019. While the Company has not yet quantified the financial impact of adoption, the expectation is that application of this guidance will result in an increase in the allowance for loan losses given the change in methodology from covering losses inherent in the portfolio to covering losses over the remaining expected life of the portfolio. Application of the guidance is also expected to result in the establishment of an allowance for credit loss on held to maturity debt securities. The amount of the increase in these allowances will be impacted by the portfolio composition and quality at the adoption date as well as economic conditions and forecasts at that time.

 

 

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Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

FORWARD-LOOKING STATEMENTS

 

This report contains forward-looking statements within the meaning and protections of section 27A of the Securities Act of 1933, as amended, and section 21E of the Securities Exchange Act of 1934, as amended. Important factors that could cause actual results to differ materially from the forward-looking statements we make in this Quarterly Report on Form 10-Q and in other reports or documents that we file from time to time with the SEC and include, but are not limited to, the following:

 

 

balance sheet and revenue growth expectations may differ from actual results;

 

the risk that our provision for loan losses may be inadequate or may be negatively affected by credit risk exposure;

 

loan growth expectations;

 

management’s predictions about charge-offs, including energy-related credits, the impact of changes in oil and gas prices on our energy portfolio, and the downstream impact on businesses that support that sector, especially in the Gulf Coast Region;

 

the risk that our enterprise risk management framework may not identify or address risks adequately, which may result in unexpected losses;

 

the impact of the trust and asset management transaction, the proposed MidSouth acquisition, or future business combinations on our performance and financial condition including our ability to successfully integrate the businesses;

 

deposit trends;

 

credit quality trends;

 

changes in interest rates;

 

the impact of the change in the LIBOR benchmark;

 

net interest margin trends;

 

future expense levels;

 

improvements in expense to revenue (efficiency ratio);

 

success of revenue-generating initiatives;

 

the effectiveness of derivative financial instruments and hedging activities to manage risks;

 

risks related to our reliance on third parties to provide key components of our business infrastructure, including the risks related to disruptions in services or financial difficulties of a third-party vendor;

 

risks related to the ability of our operational framework to manage risks associated with our business such as credit risk and operation risk, including third-party vendors and other service providers, which could among other things, result in a breach of operating or security systems as a result of a cyber-attack or similar act;

 

projected tax rates;

 

future profitability;

 

purchase accounting impacts, such as accretion levels;

 

our ability to identify and address potential cybersecurity risks, including data security breaches, credential stuffing, malware, “denial-of-service” attacks, “hacking” and identify theft, a failure of which could disrupt our business and result in the disclosure of and/or misuse or misappropriation of confidential or proprietary information, disruption or damage to our systems, increased costs, losses, or adverse effects to our reputation;

 

our ability to receive dividends from Hancock Whitney Bank could affect our liquidity, including our ability to pay dividends or take other capital actions;

 

the impact on our financial results, reputation, and business if we are unable to comply with all applicable federal and state regulations or other supervisory actions or directives and any necessary capital initiatives;

 

our ability to effectively compete with other traditional and non-traditional financial services companies, some of whom possess greater financial resources than we do or are subject to different regulatory standards than we are;

 

our ability to maintain adequate internal controls over financial reporting;

 

potential claims, damages, penalties, fines and reputational damage resulting from pending or future litigation, regulatory proceedings and enforcement actions;

 

the financial impact of future tax legislation; and

 

changes in laws and regulations affecting our businesses, including legislation and regulations relating to bank products and services, as well as changes in the enforcement and interpretation of such laws and regulations by applicable governmental and self-regulatory agencies, which could require us to change certain business practices, increase compliance risk, reduce our revenue, impose additional costs on us, or otherwise negatively affect our businesses.

Also, any statement that does not describe historical or current facts is a forward-looking statement. These statements often include the words “believes,” “expects,” “anticipates,” “estimates,” “intends,” “plans,” “forecast,” “goals,” “targets,” “initiatives,” “focus,” “potentially,” “probably,” “projects,” “outlook,” or similar expressions or future conditional verbs such as “may,” “will,” “should,” “would,” and “could.” Forward-looking statements are based upon the current beliefs and expectations of management and on information currently available to management. Our statements speak as of the date hereof, and we do not assume any obligation to update these statements or to update the reasons why actual results could differ from those contained in such statements in light of new information or future events.

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Forward-looking statements are subject to significant risks and uncertainties. Investors are cautioned against placing undue reliance on such statements. Actual results may differ materially from those set forth in the forward looking statements. Additional factors that could cause actual results to differ materially from those described in the forward-looking statements can be found in Part I, Item 1A. “Risk Factors” in our Annual Report on Form 10-K for the year ended December 31, 2018 and in other periodic reports that we file with the SEC.

You are cautioned not to place undue reliance on these forward-looking statements. We do not intend, and undertake no obligation, to update or revise any forward-looking statements, whether as a result of differences in actual results, changes in assumptions or changes in other factors affecting such statements, except as required by law.

OVERVIEW

Non-GAAP Financial Measures

 

Management’s Discussion and Analysis of Financial Condition and Results of Operations include non-GAAP measures used to describe our performance. These non-GAAP financial measures have inherent limitations as analytical tools and should not be considered on a standalone basis or as a substitute for analyses of financial condition and results as reported under GAAP. Non-GAAP financial measures are not standardized and therefore, it may not be possible to compare these measures with other companies that present measures having the same or similar names. These disclosures should not be considered an alternative to GAAP.

A reconciliation of those measures to GAAP measures are provided within the Selected Financial Data section that appears later in this item. The following is a summary of these non-GAAP measures and an explanation as to why they are deemed useful. 

Consistent with Securities and Exchange Commission Industry Guide 3, we present net interest income, net interest margin and efficiency ratios on a fully taxable equivalent (“te”) basis. The te basis adjusts for the tax-favored status of net interest income from certain loans and investments using a statutory federal tax rate of 21% to increase tax-exempt interest income to a taxable equivalent basis. We believe this measure to be the preferred industry measurement of net interest income, and that it enhances comparability of net interest income arising from taxable and tax-exempt sources.

We present certain additional non-GAAP financial measures to assist the reader with a better understanding of the Company’s performance period over period, as well as to provide investors with assistance in understanding the success management has experienced in executing its strategic initiatives. These non-GAAP measures may reference the concept “operating.” We use the term “operating” to describe a financial measure that excludes income or expense considered to be nonoperating in nature. Items identified as nonoperating are those that, when excluded from a reported financial measure, provide management or the reader with a measure that may be more indicative of forward-looking trends in our business.

We define Operating Revenue as net interest income (te) and noninterest income less nonoperating revenue. We define Operating Pre-Provision Net Revenue as operating revenue (te) less noninterest expense, excluding nonoperating items. Management believes that operating pre-provision net revenue is a useful financial measure because it enables investors and others to assess the Company’s ability to generate capital to cover credit losses through a credit cycle.

We define Operating Earnings as reported net income excluding nonoperating items net of income tax. We define Operating Earnings per Share as operating earnings expressed as an amount available to each common shareholder on a diluted basis.

Pending Acquisition

On April 30, 2019, we announced our entry into an agreement to acquire MidSouth Bancorp, Inc. (“MidSouth”) (NYSE: MSL) in a stock-for-stock transaction. MidSouth Bank N.A., the wholly-owned banking subsidiary of MidSouth, operates 42 locations in Louisiana and Texas and had approximately $1.7 billion of assets, including $0.9 billion of loans, and $1.4 billion of deposits at June 30, 2019. At the closing, each share of MidSouth’s common stock will convert to the right to receive 0.2952 shares of our common stock. The merger agreement also allows for the redemption of MidSouth’s outstanding preferred stock at closing, subject to the receipt of applicable governmental approvals. The Company expects acquisition-related expenses to approximate $38 million in 2019 and expects the transaction to be accretive to income beginning in the first quarter of 2020. The transaction is expected to add approximately $0.13 to $0.15 to earnings once fully phased-in. The transaction provides the opportunity for both enhanced growth in several of our current markets, such as MidSouth’s home market of Lafayette, Louisiana, as well as opportunities for expansion into new markets in Louisiana and Texas. The acquisition is subject to the satisfaction of customary closing conditions, including the receipt of regulatory approvals and approval by the shareholders of MidSouth. The transaction is expected to close with a simultaneous systems conversion late in the third quarter of 2019.

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Table of Contents

 

Current Economic Environment

Most of our market areas experienced a modest to moderate expansion in economic activity during the second quarter of 2019, according to the Federal Reserve’s Summary of Commentary on Current Economic Conditions (“Beige Book”). Overall, the economic outlook was generally positive, with some growing uncertainty due to concerns over tariffs and trade tensions. Activity in the energy sector slowed with a weaker oil price outlook and a challenging environment for funding. Oil and gas production decreased, along with capital spending and orders for new equipment.

Commercial real estate conditions continued to advance in most of our markets, with vacancies trending downward at a modest pace and an uptick in new projects. In our Houston market, apartment demand surged, however rents were flat. Industrial demand and construction remained strong.

The residential real estate market experienced increased demand with lower mortgage rates and a relatively healthy economy. Demand in most of our markets was down compared to prior year, but increased through the spring selling season. Overall, the housing market experienced moderate price appreciation and outlooks stayed positive with builders generally on plan for 2019.  

Retail sales activity and consumer spending were flat to declining in most of our markets. Auto sales remained steady in our markets with continued concerns over the impact that tariffs will have on the pricing and demand in the auto industry. Tourism and hospitality industries reported healthy activity since the prior quarter. The labor market remained tight in our markets with steady wage growth.

Economic data indicates that loan growth continued at a slower pace in most of our markets, and at a faster pace in our Houston market, primarily with residential real estate and commercial and industrial lending. Financial institutions continue to report increased competition for deposits and tightening margins. We could see additional margin challenges should the Federal Reserve reduce interest rates further.   

Highlights of Second Quarter 2019

Net income for the second quarter of 2019 was $88.3 million, or $1.01 per diluted common share (EPS), compared to $79.2 million, or $.91 EPS in the first quarter of 2019 and $71.2 million, or $.82 EPS, in the second quarter of 2018. The second quarter of 2019 did not include any nonoperating items, while the first quarter of 2019 included a $10.1 million ($.09 per share after-tax impact) provision for loan losses related to the alleged DC Solar fraud and the second quarter of 2018 included $15.8 million ($.14 per share after-tax impact) of nonoperating items.

Highlights of our second quarter 2019 results (compared to first quarter 2019):

 

Net income was $88.3 million, or $1.01 per diluted share, an increase of $9.1 million, or $.10 per share; first quarter results were impacted by a charge-off to the provision for alleged fraud of DC Solar ($.09)

 

Loans increased $63 million; reflects $45 million in mortgage loan sales during the quarter

 

Energy loans declined $55 million to just under 5% of total loans

 

Net interest margin decreased 1 basis point (bp) to 3.45%

 

Criticized commercial loans declined $11 million, or 2% ($6 million energy and $5 million nonenergy)

 

Tangible Common Equity ratio is up 39 bps to 8.75%

 

Announced the MidSouth acquisition on April 30, 2019

 

The second quarter of 2019 results were strong, with seasonal and specialty income contributing to a 12% increase in noninterest income compared to first quarter, more than covering increased noninterest expense for the same period. Increased expenses are due in-part to seasonal salaries increases, direct costs for transaction based revenues, and additional investments in new and upgraded technology. We remain focused on managing our expenses while we invest in technology directed towards becoming more scalable, effective and efficient.

The second quarter of 2019 reflects an improvement in loan yield compared to the prior quarter despite a challenging rate environment as we continue to focus our growth in more granular loans with better spreads. Asset quality continued to improve, with criticized commercial loans down in both the energy and nonenergy portfolios.

 

 

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Table of Contents

 

RESULTS OF OPERATIONS

Net Interest Income

Net interest income (te) for the second quarter of 2019 was $223.6 million, a $0.5 million, or less than 1%, increase from the first quarter of 2019. Compared to the second quarter of 2018, net interest income (te) for the second quarter of 2019 increased $8.0 million, or 4%. The linked quarter increase is primarily attributable to an additional accrual day and an interest recovery on a legacy Whitney CRE credit, partially offset by higher deposit costs and premium amortization on the bond portfolio.  

The net interest margin (te) for the second quarter of 2019 was relatively stable at 3.45 % despite the challenging rate environment, down 1 bp from the first quarter of 2019. Net interest margin (te) was negatively impacted by higher CD renewal rates, a change in the funding mix, and higher prepayments on the bond portfolio, and almost fully offset by interest recoveries and a favorable change in the earning asset mix. Interest recoveries on problem credits have favorably impacted the net interest margin in four out of the last five quarters, adding 3 bps to the second quarter of 2019 and 1 bp in the first quarter of 2019.

Compared to the second quarter of 2018, the net interest margin (te) increased 5 bps, primarily due to an improvement in the earning asset mix and the net benefit from interest rate increases during 2018. Interest recoveries impacted the net interest margin by 1 bp compared to the second quarter of 2018.

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Table of Contents

 

The following tables detail the components of our net interest income (te) and net interest margin.

 

 

 

Three Months Ended

 

 

 

June 30, 2019

 

 

March 31, 2019

 

 

June 30, 2018

 

(dollars in millions)

 

Volume

 

 

Interest (d)

 

 

Rate

 

 

Volume

 

 

Interest (d)

 

 

Rate

 

 

Volume

 

 

Interest (d)

 

 

Rate

 

Average earning assets

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Commercial & real estate loans (te) (a)

 

$

15,081.9

 

 

$

185.3

 

 

 

4.93

%

 

$

15,062.1

 

 

$

180.5

 

 

 

4.86

%

 

$

14,380.9

 

 

$

162.3

 

 

 

4.53

%

Residential mortgage loans

 

 

2,969.7

 

 

 

30.1

 

 

 

4.06

%

 

 

2,942.4

 

 

 

31.1

 

 

 

4.23

%

 

 

2,754.3

 

 

 

28.1

 

 

 

4.08

%

Consumer loans

 

 

2,098.5

 

 

 

30.3

 

 

 

5.79

%

 

 

2,122.4

 

 

 

29.9

 

 

 

5.72

%

 

 

2,058.0

 

 

 

27.2

 

 

 

5.30

%

Loan fees & late charges

 

 

 

 

 

(0.1

)

 

 

0.00

%

 

 

 

 

 

(0.9

)

 

 

0.00

%

 

 

 

 

 

0.2

 

 

 

0.00

%

Total loans (te) (b)

 

 

20,150.1

 

 

 

245.6

 

 

 

4.89

%

 

 

20,126.9

 

 

 

240.6

 

 

 

4.84

%

 

 

19,193.2

 

 

 

217.8

 

 

 

4.55

%

Loans held for sale

 

 

27.9

 

 

 

0.3

 

 

 

4.96

%

 

 

20.6

 

 

 

0.3

 

 

 

4.92

%

 

 

22.6

 

 

 

0.3

 

 

 

5.22

%

US Treasury and government agency securities

 

 

126.0

 

 

 

0.7

 

 

 

2.30

%

 

 

123.8

 

 

 

0.7

 

 

 

2.25

%

 

 

145.6

 

 

 

0.8

 

 

 

2.22

%

Mortgage-backed securities and

  collateralized mortgage obligations

 

 

4,550.1

 

 

 

29.0

 

 

 

2.55

%

 

 

4,599.4

 

 

 

29.9

 

 

 

2.60

%

 

 

4,932.0

 

 

 

29.3

 

 

 

2.38

%

Municipals (te)

 

 

906.8

 

 

 

7.1

 

 

 

3.12

%

 

 

930.0

 

 

 

7.4

 

 

 

3.17

%

 

 

951.0

 

 

 

7.6

 

 

 

3.18

%

Other securities

 

 

3.5

 

 

0.0

 

 

 

3.30

%

 

 

3.5

 

 

0.0

 

 

 

3.09

%

 

 

3.5

 

 

0.0

 

 

 

2.84

%

Total securities (te) (c)

 

 

5,586.4

 

 

 

36.8

 

 

 

2.64

%

 

 

5,656.7

 

 

 

38.0

 

 

 

2.69

%

 

 

6,032.1

 

 

 

37.7

 

 

 

2.50

%

Total short-term investments

 

 

228.5

 

 

 

1.4

 

 

 

2.36

%

 

 

216.2

 

 

 

1.2

 

 

 

2.18

%

 

 

143.1

 

 

 

0.6

 

 

 

1.61

%

Total earning assets (te)

 

$

25,992.9

 

 

$

284.1

 

 

 

4.38

%

 

$

26,020.4

 

 

$

280.1

 

 

 

4.35

%

 

$

25,391.0

 

 

$

256.4

 

 

 

4.05

%

Average interest-bearing liabilities

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Interest-bearing transaction and savings deposits

 

$

8,026.0

 

 

$

15.3

 

 

 

0.76

%

 

$

8,082.6

 

 

$

14.7

 

 

 

0.74

%

 

$

7,860.0

 

 

$

9.3

 

 

 

0.47

%

Time deposits

 

 

3,817.8

 

 

 

19.4

 

 

 

2.03

%

 

 

3,743.3

 

 

 

18.0

 

 

 

1.95

%

 

 

3,121.8

 

 

 

11.5

 

 

 

1.48

%

Public funds

 

 

3,194.1

 

 

 

15.2

 

 

 

1.91

%

 

 

3,060.5

 

 

 

13.4

 

 

 

1.78

%

 

 

2,970.1

 

 

 

9.1

 

 

 

1.22

%

Total interest-bearing deposits

 

 

15,037.9

 

 

 

49.9

 

 

 

1.33

%

 

 

14,886.4

 

 

 

46.1

 

 

 

1.26

%

 

 

13,951.9

 

 

 

29.9

 

 

 

0.86

%

Short-term borrowings

 

 

1,617.8

 

 

 

7.8

 

 

 

1.94

%

 

 

1,684.9

 

 

 

8.1

 

 

 

1.92

%

 

 

1,989.4

 

 

 

7.4

 

 

 

1.49

%

Long-term debt

 

 

232.3

 

 

 

2.8

 

 

 

4.86

%

 

 

225.0

 

 

 

2.8

 

 

 

4.99

%

 

 

299.7

 

 

 

3.5

 

 

 

4.63

%

Total borrowings

 

 

1,850.1

 

 

 

10.6

 

 

 

2.31

%

 

 

1,909.9

 

 

 

10.9

 

 

 

2.30

%

 

 

2,289.1

 

 

 

10.9

 

 

 

1.91

%

Total interest-bearing liabilities

 

 

16,888.0

 

 

 

60.5

 

 

 

1.44

%

 

 

16,796.3

 

 

 

57.0

 

 

 

1.38

%

 

 

16,241.0

 

 

 

40.8

 

 

 

1.01

%

Net interest-free funding sources

 

 

9,104.9

 

 

 

 

 

 

 

 

 

 

 

9,224.1

 

 

 

 

 

 

 

 

 

 

 

9,150.0

 

 

 

 

 

 

 

 

 

Total cost of funds

 

$

25,992.9

 

 

$

60.5

 

 

 

0.93

%

 

$

26,020.4

 

 

$

57.0

 

 

 

0.89

%

 

$

25,391.0

 

 

$

40.8

 

 

 

0.64

%

Net interest spread (te)

 

 

 

 

 

$

223.6

 

 

 

2.94

%

 

 

 

 

 

$

223.1

 

 

 

2.97

%

 

 

 

 

 

$

215.6

 

 

 

3.04

%

Net interest margin

 

$

25,992.9

 

 

$

223.6

 

 

 

3.45

%

 

$

26,020.4

 

 

$

223.1

 

 

 

3.46

%

 

$

25,391.0

 

 

$

215.6

 

 

 

3.40

%

 

(a)

Taxable equivalent (te) amounts were calculated using a federal income tax rate of 21%.

(b)

Includes nonaccrual loans.

(c)

Average securities do not include unrealized holding gains/losses on available for sale securities.

(d)

Included in interest income is net purchase accounting accretion of $4.8 million, $5.0 million and $6.2 million for the three months ended June 30, 2019, March 31, 2019 and June 30, 2018, respectively.

 

40


Table of Contents

 

 

 

Six Months Ended

 

 

 

June 30, 2019

 

 

June 30, 2018

 

(dollars in millions)

 

Volume

 

 

Interest (d)

 

 

Rate

 

 

Volume

 

 

Interest (d)

 

 

Rate

 

Average earning assets

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Commercial & real estate loans (te) (a)

 

$

15,072.1

 

 

$

365.8

 

 

 

4.89

%

 

$

14,303.1

 

 

$

313.3

 

 

 

4.41

%

Residential mortgage loans

 

 

2,956.1

 

 

 

61.2

 

 

 

4.14

%

 

 

2,736.4

 

 

 

56.0

 

 

 

4.09

%

Consumer loans

 

 

2,110.4

 

 

 

60.2

 

 

 

5.75

%

 

 

2,071.8

 

 

 

56.2

 

 

 

5.47

%

Loan fees & late charges

 

 

 

 

 

(1.0

)

 

 

0.00

%

 

 

 

 

 

0.6

 

 

 

0.00

%

Total loans (te) (b)

 

 

20,138.6

 

 

 

486.2

 

 

 

4.86

%

 

 

19,111.3

 

 

 

426.1

 

 

 

4.49

%

Loans held for sale

 

 

24.3

 

 

 

0.6

 

 

 

4.96

%

 

 

27.4

 

 

 

0.5

 

 

 

3.77

%

US Treasury and government agency securities

 

 

124.9

 

 

 

1.4

 

 

 

2.28

%

 

 

147.0

 

 

 

1.6

 

 

 

2.22

%

Mortgage-backed securities and collateralized mortgage obligations

 

 

4,574.6

 

 

 

58.9

 

 

 

2.58

%

 

 

4,859.0

 

 

 

57.2

 

 

 

2.35

%

Municipals (te)

 

 

918.3

 

 

 

14.5

 

 

 

3.14

%

 

 

955.5

 

 

 

15.2

 

 

 

3.18

%

Other securities

 

 

3.5

 

 

 

0.1

 

 

 

3.19

%

 

 

3.5

 

 

0.0

 

 

 

2.45

%

Total securities (te) (c)

 

 

5,621.3

 

 

 

74.9

 

 

 

2.66

%

 

 

5,965.0

 

 

 

74.0

 

 

 

2.48

%

Total short-term investments

 

 

222.4

 

 

 

2.5

 

 

 

2.28

%

 

 

145.7

 

 

 

1.1

 

 

 

1.47

%

Total earning assets (te)

 

$

26,006.6

 

 

$

564.2

 

 

 

4.36

%

 

$

25,249.4

 

 

$

501.7

 

 

 

4.00

%

Average interest-bearing liabilities

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Interest-bearing transaction and savings deposits

 

$

8,054.1

 

 

$

30.0

 

 

 

0.75

%

 

$

7,951.1

 

 

$

18.4

 

 

 

0.47

%

Time deposits

 

 

3,780.8

 

 

 

37.4

 

 

 

1.99

%

 

 

3,050.8

 

 

 

21.2

 

 

 

1.40

%

Public funds

 

 

3,127.7

 

 

 

28.6

 

 

 

1.85

%

 

 

3,019.8

 

 

 

17.2

 

 

 

1.15

%

Total interest-bearing deposits

 

 

14,962.6

 

 

 

96.0

 

 

 

1.29

%

 

 

14,021.7

 

 

 

56.8

 

 

 

0.82

%

Short-term borrowings

 

 

1,651.2

 

 

 

15.9

 

 

 

1.93

%

 

 

1,906.7

 

 

 

12.8

 

 

 

1.35

%

Long-term debt

 

 

228.6

 

 

 

5.6

 

 

 

4.92

%

 

 

302.4

 

 

 

6.9

 

 

 

4.56

%

Total borrowings

 

 

1,879.8

 

 

 

21.5

 

 

 

2.31

%

 

 

2,209.1

 

 

 

19.7

 

 

 

1.79

%

Total interest-bearing liabilities

 

 

16,842.4

 

 

 

117.5

 

 

 

1.41

%

 

 

16,230.8

 

 

 

76.5

 

 

 

0.95

%

Net interest-free funding sources

 

 

9,164.2

 

 

 

 

 

 

 

 

 

 

 

9,018.6

 

 

 

 

 

 

 

 

 

Total cost of funds

 

$

26,006.6

 

 

$

117.5

 

 

 

0.91

%

 

$

25,249.4

 

 

$

76.5

 

 

 

0.61

%

Net interest spread (te)

 

 

 

 

 

$

446.7

 

 

 

2.96

%

 

 

 

 

 

$

425.2

 

 

 

3.05

%

Net interest margin

 

$

26,006.6

 

 

$

446.7

 

 

 

3.45

%

 

$

25,249.4

 

 

$

425.2

 

 

 

3.39

%

 

(a)

Taxable equivalent (te) amounts were calculated using a federal income tax rate of 21%.

(b)

Includes nonaccrual loans.

(c)

Average securities do not include unrealized holding gains/losses on available for sale securities.

(d)

Included in interest income is net purchase accounting accretion of $9.8 million and $12.9 million for the six months ended June 30, 2019 and 2018, respectively.

 

Provision for Loan Losses

During the second quarter of 2019, we recorded a provision for loan losses of $8.1 million, down $10.0 million from the first quarter of 2019 and down $0.8 million from the second quarter of 2018. Included in the first quarter 2019 provision was a $10.1 million charge-off related to the DC Solar credit discussed below. Excluding the impact of the DC Solar credit, provision expense was relatively flat compared to the prior quarter. For the six months ended June 30, 2019, we recorded a total provision for loan losses of $26.1 million, up from $21.1 million in the same period in 2018.

The Company had a lease financing facility to DC Solar, a company that sold and managed mobile solar generators. In February 2019, the borrower filed for Chapter 11 bankruptcy protection and we became aware of an affidavit from a Federal Bureau of Investigation special agent that alleged that this borrower was operating a potentially fraudulent Ponzi-type scheme and that the majority of mobile solar generators sold to investors and managed by the borrower and the majority of the related lease revenues claimed to have been received by the borrower may not have existed. The $10.1 million charge-off taken in the first quarter represents the majority of our exposure to this borrower. Management continues to believe there could be potential for recovery in the future depending on our ability to sell or re-lease the solar units.

The second quarter 2019 provision includes net charge-offs totaling $7.2 million, which represents 0.14% of average total loans on an annualized basis, compared to 0.16% in the first quarter, when adjusted to exclude the DC Solar charge-off, and 0.11% in the second quarter of 2018.

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Table of Contents

 

The discussion of Allowance for Loan Losses and Asset Quality later in this Item provides additional information on changes in the allowance for loan losses and general credit quality.

Noninterest Income

Noninterest income totaled $79.3 million for the second quarter of 2019, up $8.7 million, or 12%, from the first quarter of 2019 and up $10.4 million, or 15%, compared to the second quarter of 2018. The increase from the prior quarter was primarily driven by income from our specialty business lines, including derivatives, bank-owned life insurance (BOLI) and small business investment companies (SBIC), the impact of an additional business day on card activity and service charges, and seasonal trust fees. The increase compared to the second quarter of 2018 was largely driven by an increase in trust fees following the trust and asset management acquisition, as well as higher card fees and derivative income.

The components of operating and nonoperating noninterest income are presented in the following table for the indicated periods. The nonoperating item for the six months ended June 30, 2018 relates to the loss on the sale of our consumer finance subsidiary in March 2018.

 

 

 

Three Months Ended

 

 

Six Months Ended

 

 

 

June 30,

 

 

March 31

 

 

June 30,

 

 

June 30,

 

 

 

2019

 

 

2019

 

 

2018

 

 

2019

 

 

2018

 

Service charges on deposit accounts

 

$

20,723

 

 

$

20,367

 

 

$

20,981

 

 

$

41,090

 

 

$

42,429

 

Trust fees

 

 

15,904

 

 

 

15,124

 

 

 

11,653

 

 

 

31,028

 

 

 

22,988

 

Bank card and ATM fees

 

 

16,619

 

 

 

15,290

 

 

 

15,464

 

 

 

31,909

 

 

 

29,922

 

Investment and annuity fees and insurance commissions

 

 

6,591

 

 

 

6,528

 

 

 

6,264

 

 

 

13,119

 

 

 

12,389

 

Secondary mortgage market operations

 

 

4,433

 

 

 

3,726

 

 

 

3,965

 

 

 

8,159

 

 

 

7,366

 

Income from bank-owned life insurance

 

 

4,083

 

 

 

3,265

 

 

 

3,113

 

 

 

7,348

 

 

 

6,183

 

Credit related fees

 

 

2,937

 

 

 

2,595

 

 

 

2,416

 

 

 

5,532

 

 

 

5,138

 

Income from derivatives

 

 

3,600

 

 

 

809

 

 

 

1,588

 

 

 

4,409

 

 

 

3,111

 

Gain (loss) on sales of assets

 

 

34

 

 

 

397

 

 

 

41

 

 

 

431

 

 

 

(21

)

Other miscellaneous

 

 

4,326

 

 

 

2,402

 

 

 

3,347

 

 

 

6,728

 

 

 

6,724

 

Total noninterest operating income

 

$

79,250

 

 

$

70,503

 

 

$

68,832

 

 

$

149,753

 

 

$

136,229

 

Nonoperating income items

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(1,145

)

Total noninterest income

 

$

79,250

 

 

$

70,503

 

 

$

68,832

 

 

$

149,753

 

 

$

135,084

 

 

 

Service charges on deposits totaled $20.7 million for the second quarter of 2019, up $0.4 million, or 2%, from the first quarter of 2019 and down $0.3 million from the second quarter of 2018. The increase from the prior quarter was primarily due to an additional business day. The decrease from the second quarter of 2018 was due to lower consumer overdraft fees and service charges. 

Trust fees increased $0.8 million, or 5%, linked quarter largely due to seasonal tax preparation fees. Compared to the second quarter of 2018, trust fees increased $4.3 million, or 36%, largely due to the July 2018 trust and asset management acquisition. 

Bank card and ATM fees totaled $16.6 million for the second quarter of 2019, up $1.3 million, or 9%, from the first quarter of 2019, primarily due to an additional day in the quarter. Compared to the second quarter of 2018, bank card and ATM fees were up $1.2 million, or 7%, primarily due to increased card activity.

Investment and annuity fees and insurance commissions increased $0.1 million, or 1%, compared to first quarter 2019 primarily due to an increase in insurance and annuity sales, partially offset by a decrease in bond trading fees and lower underwriting activity. Investment and annuity fees and insurance commissions increased $0.3 million, or 5%, compared to second quarter 2018 due to higher investment and trading income, partially offset by a decrease in annuity sales. 

Fee income from secondary mortgage market operations was up $0.7 million, or 19%, from the first quarter of 2019 and up $0.5 million, or 12%, from the second quarter of 2018. These fees will vary based on origination volume and the timing of subsequent sales. Origination volume during the second quarter of 2019 was positively impacted by both seasonality and lower interest rates.

Income from BOLI was $4.1 million in the second quarter of 2019, up $0.8 million, or 25%, from the first quarter of 2019 and up $1.0 million, or 31%, from the second quarter of 2018. The increase from the prior quarter and from the second quarter of 2018 is attributable to both mortality gains and incremental earnings on the additional investment of $33 million in April 2019. In addition, a restructuring of a portion of the BOLI portfolio in 2018 resulted in improved earnings over the second quarter of 2018.

Credit related fees were $2.9 million for the second quarter of 2019, up $0.3 million, or 13%, from the first quarter of 2019 and up $0.5 million, or 22%, from the second quarter of 2018. The linked quarter and prior year increases were due to both higher unused commitment fees and letter of credit fees.

42


Table of Contents

 

Income from our customer interest rate derivative program resulted in a $3.6 million net gain for the second quarter of 2019 compared to $0.8 million in the first quarter of 2019 and $1.6 million for the second quarter of 2018. Derivative income can be volatile and is dependent upon the composition of the portfolio, customer sales activity and market value adjustments due to market interest rate movement. 

Other miscellaneous income of $4.3 million was up $1.9 million, or 80%, compared to the first quarter of 2019 and up $1.0 million, or 29%, compared to the second quarter of 2018. The increase compared to both periods was due largely to income from investments in small business investment companies of $1.2 million. The increase compared to the prior quarter also reflects higher syndication fees.

Noninterest income was $149.8 million in the first six months of 2019, up $14.7 million, or 11%, from the first six months of 2018. Excluding nonoperating items in the first six months of 2018, noninterest income was up $13.5 million, or 10%. Compared to the first six months of 2018, trust fees increased $8.0 million, or 35%, due to the trust and asset management acquisition in July 2018. Bank card and ATM fees were $31.9 million, up $2.0 million, or 7%, due to increased card activity. Derivative income increased $1.3 million, or 42%, with increased activity and the changing interest rate environment. BOLI income was up $1.2 million, or 19%, due to the third quarter 2018 restructure and the additional investment in April of 2019. Secondary mortgage market income was up $0.8 million, or 11%, to $8.2 million due to higher production and sales volumes. Investment and annuity fees and insurance commissions increased $0.7 million, or 6%. Service charges were down $1.3 million, or 3%, primarily due to lower consumer overdraft fees and service charges.

Noninterest Expense

Noninterest expense for the second quarter of 2019 was $183.6 million, up $7.9 million, or 4%, from the first quarter of 2019, and down $0.8 million, or less than 1%, from the second quarter of 2018. There were no nonoperating noninterest expense items in the first half of 2019. Nonoperating expenses in the second quarter of 2018 were $15.8 million and included costs associated with the brand consolidation project ($9.8 million), the acquisition of the trust and asset management business ($1.5 million), a charge related to the restructuring of a portion of our bank-owned life insurance contracts ($3.2 million), and other smaller miscellaneous items. Excluding nonoperating items, noninterest expense for the second quarter of 2019 was up $15.0 million, or 9%, from the second quarter of 2018.

The components of noninterest operating and nonoperating expense for the periods indicated are presented in the following tables.

 

 

 

Three Months Ended

 

 

Six Months Ended

 

 

 

June 30,

 

 

March 31,

 

 

June 30,

 

 

June 30,

 

(in thousands)

 

2019

 

 

2019

 

 

2018

 

 

2019

 

 

2018

 

Operating expense

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Compensation expense

 

$

87,747

 

 

$

83,968

 

 

$

79,670

 

 

$

171,715

 

 

$

156,413

 

Employee benefits

 

 

18,888

 

 

 

19,730

 

 

 

17,165

 

 

 

38,618

 

 

 

36,788

 

Personnel expense

 

 

106,635

 

 

 

103,698

 

 

 

96,835

 

 

 

210,333

 

 

 

193,201

 

Net occupancy expense

 

 

12,961

 

 

 

11,984

 

 

 

11,698

 

 

 

24,945

 

 

 

22,641

 

Equipment expense

 

 

4,342

 

 

 

4,679

 

 

 

3,641

 

 

 

9,021

 

 

 

7,134

 

Data processing expense

 

 

20,088

 

 

 

19,331

 

 

 

17,279

 

 

 

39,419

 

 

 

33,647

 

Professional services expense

 

 

9,665

 

 

 

8,168

 

 

 

8,189

 

 

 

17,833

 

 

 

16,036

 

Amortization of intangible assets

 

 

5,047

 

 

 

5,138

 

 

 

5,322

 

 

 

10,185

 

 

 

10,940

 

Deposit insurance and regulatory fees

 

 

4,755

 

 

 

5,406

 

 

 

8,376

 

 

 

10,161

 

 

 

16,324

 

Other real estate (income) expense

 

 

395

 

 

 

(991

)

 

 

(289

)

 

 

(596

)

 

 

(79

)

Advertising

 

 

3,253

 

 

 

3,080

 

 

 

2,390

 

 

 

6,333

 

 

 

4,731

 

Corporate value and franchise taxes

 

 

4,215

 

 

 

4,042

 

 

 

3,577

 

 

 

8,257

 

 

 

7,017

 

Printing and supplies

 

 

1,092

 

 

 

1,169

 

 

 

842

 

 

 

2,261

 

 

 

1,873

 

Telecommunications and postage

 

 

3,363

 

 

 

3,466

 

 

 

3,400

 

 

 

6,829

 

 

 

7,100

 

Travel expense

 

 

1,344

 

 

 

1,098

 

 

 

1,436

 

 

 

2,442

 

 

 

2,500

 

Entertainment and contributions

 

 

2,742

 

 

 

2,708

 

 

 

2,950

 

 

 

5,450

 

 

 

5,459

 

Tax credit investment amortization

 

 

1,234

 

 

 

1,138

 

 

 

875

 

 

 

2,372

 

 

 

1,749

 

Other retirement expense

 

 

(4,152

)

 

 

(4,105

)

 

 

(4,458

)

 

 

(8,257

)

 

 

(8,921

)

Other miscellaneous

 

 

6,588

 

 

 

5,691

 

 

 

6,534

 

 

 

12,279

 

 

 

12,183

 

Total operating expense

 

$

183,567

 

 

$

175,700

 

 

$

168,597

 

 

$

359,267

 

 

$

333,535

 

Nonoperating expense items

 

 

 

 

 

 

 

 

15,805

 

 

 

 

 

 

21,658

 

Total noninterest expense

 

$

183,567

 

 

$

175,700

 

 

$

184,402

 

 

$

359,267

 

 

$

355,193

 

43


Table of Contents

 

 

 

 

Three Months Ended

 

 

Six Months Ended

 

 

 

June 30,

 

 

March 31,

 

 

June 30,

 

 

June 30,

 

(in thousands)

 

2019

 

 

2019

 

 

2018

 

 

2019

 

 

2018

 

Nonoperating expense

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Personnel expense

 

$

 

 

$

 

 

$

408

 

 

$

 

 

$

4,016

 

Net occupancy expense

 

 

 

 

 

 

 

 

618

 

 

 

 

 

 

685

 

Equipment expense

 

 

 

 

 

 

 

 

621

 

 

 

 

 

 

674

 

Data processing expense

 

 

 

 

 

 

 

 

994

 

 

 

 

 

 

1,075

 

Professional services expense

 

 

 

 

 

 

 

 

5,192

 

 

 

 

 

 

6,600

 

Advertising

 

 

 

 

 

 

 

 

1,127

 

 

 

 

 

 

1,312

 

Printing and supplies

 

 

 

 

 

 

 

 

846

 

 

 

 

 

 

1,101

 

Loss on restructure of bank-owned life insurance contracts

 

 

 

 

 

 

 

 

3,240

 

 

 

 

 

 

3,240

 

Other expense

 

 

 

 

 

 

 

 

2,759

 

 

 

 

 

 

2,955

 

Total nonoperating expenses

 

$

 

 

$

 

 

$

15,805

 

 

$

 

 

$

21,658

 

 

The following discussion of the components of operating expense excludes nonoperating items for each period.

Personnel expense totaled $106.6 million for the second quarter of 2019, up $2.9 million, or 3%, compared to the prior quarter, primarily due to an additional payroll day and a full quarter impact of annual merit increases. Compared to the second quarter of 2018, personnel costs were up $9.8 million, or 10%, primarily as a result of merit increases and an increase in headcount following the trust and asset management acquisition.

Occupancy and equipment expenses totaled $17.3 million in the second quarter of 2019, up $ 0.6 million, or 4%, from the first quarter of 2019 and up $2.0 million, or 13%, from the second quarter of 2018. The increase compared to the prior quarter is largely due to annual insurance payments in the second quarter of 2019. The increase compared to the second quarter of 2018 is largely attributable to both the move of the New Orleans regional headquarters and the trust and asset management acquisition.

Data processing expense was $20.1 million for the second quarter of 2019, up $0.8 million, or 4%, from the first quarter of 2019, and up $2.8 million, or 16%, from the second quarter of 2018. The increase from the second quarter of 2018 was primarily due to additional processing cost related to the acquired trust and asset management business and recent investment in new technologies.

Professional services expense totaled $9.7 million in the second quarter of 2019, up $1.5 million, or 18%, compared to both the previous quarter and the same period in 2018. The increase from each of these prior periods was largely due to consulting costs associated with systems conversion for the acquired trust and asset management business, and related to investment in new technology aimed at becoming more scalable, effective and efficient.

Deposit insurance and regulatory fees and corporate value and franchise taxes were $9.0 million, down $0.5 million, or 5%, from the first quarter of 2019 and down $3.0 million, or 25%, from the second quarter of 2018. The decrease from both the prior quarter and the same period in 2018 is primarily due to a reduction in the risk-based deposit insurance assessment fees, with the year over year variance also favorably impacted by the elimination of the quarterly deposit insurance fund surcharge.

Business development-related expenses (including advertising, travel, entertainment and contributions) were $7.3 million for the second quarter of 2019, up $0.5 million, or 7%, from the first quarter of 2019 and up $0.5 million, or 8%, from the second quarter of 2018. The primary driver of the linked-quarter and year-over-year increases is higher advertising cost, including new sponsorships.

Other real estate net expense was $0.4 million for the second quarter of 2019, compared to net gains of $1.0 million in the first quarter of 2019 and net gains of $0.3 million in the second quarter of 2018. Management believes that the second quarter of 2019 reflects a typical level of net ORE expense.

All other expenses, excluding amortization of intangibles, totaled $8.1 million for the second quarter of 2019, up $0.8 million, or 10%, from the first quarter of 2019, and up $0.9 million, or 13%, from the second quarter of 2018. The increase compared to prior quarter was due to higher other miscellaneous expense, which includes operational losses that can vary period to period. The increase compared to the same period in 2018 was largely driven by changes in tax credit investment expense and the net credit in other retirement expense.

For the first six months of 2019, noninterest expense was $359.3 million, an increase of $4.1 million, or 1%, from the same period in 2018. Nonoperating expense for the first half of 2018 totaled $21.7 million, including costs associated with the brand consolidation, acquisition of the trust and asset management business, a charge related to the restructure of our bank-owned life insurance contracts, as well as a one-time all hands bonus and other miscellaneous items. Excluding nonoperating items, noninterest expense was up $25.7

44


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million, or 8%, from the first half of 2018. Personnel expense totaled $210.3 million, up $17.1 million, or 9%. Occupancy and equipment expenses totaled $34.0 million for the first six months of 2018, up $4.2 million, or 14%. Data processing expense was $39.4 million, an increase of $5.8 million, or 17%. Professional service expense was $17.8 million for the first half of 2019, up $1.8 million or 11%. Deposit insurance and regulatory fees and corporate value and franchise taxes were down $4.9 million, or 21%. Business development-related expenses were $14.2 million, up $1.5 million, or 12%. All other expenses, excluding amortization of intangibles, were up $1.5 million, or 11%. Noninterest expense variances when comparing the six months ended June 30, 2019 and 2018 are in large part attributable to the same factors that contributed to variances between the second quarters of 2019 and 2018, as described above.

Income Taxes

The effective income tax rate for the second quarter of 2019 was approximately 17.9%, compared to 17.6% in the first quarter of 2019 and 18.3% in the second quarter of 2018. Management expects the effective tax rate for 2019 will be in the range of 17% to 19% based on current forecasts. Our effective tax rate has historically varied from the federal statutory rate primarily because of tax-exempt income and tax credits. Interest income on bonds issued by or loans to state and municipal governments and authorities, and earnings from the life insurance contract program are the major components of tax-exempt income. The main source of tax credits has been investments in tax-advantaged securities and tax credit projects. These investments are made primarily in the markets the Company serves and are directed at tax credits issued under the Qualified Zone Academy Bonds (“QZAB”), Qualified School Construction Bonds (“QSCB”) as well as Federal and State New Market Tax Credit (“NMTC”) programs. The investments generate tax credits, which reduce current and future taxes and are recognized when earned as a benefit in the provision for income taxes. The Tax Act repealed the provision related to tax credit bonds effective for bonds issued after December 31, 2017.

We have invested in NMTC projects through investments in our own Community Development Entity (“CDE”), as well as other unrelated CDEs. Federal tax credits from NMTC investments are recognized over a seven-year period, while recognition of the benefits from state tax credits varies from three to five years.

Based on tax credit investments that have been made to date and those anticipated to be made utilizing the remaining portion of our $50 million NMTC allocation award received in 2018, we expect to realize benefits from federal and state tax credits over the next three years totaling $7.5 million, $5.6 million and $4.9 million for 2020, 2021 and 2022, respectively. We intend to continue making investments in tax credit projects. However, our ability to access new credits will depend upon, among other factors, federal and state tax policies and the level of competition for such credits.

The following table reconciles reported income tax expense to that computed at the statutory federal tax rate for the indicated periods.

 

 

 

Three Months Ended

 

 

Six Months Ended

 

 

 

June 30,

 

 

March 31,

 

 

June 30,

 

 

June 30,

 

(in thousands)

 

2019

 

 

2019

 

 

2018

 

 

2019

 

 

2018

 

Taxes computed at statutory rate

 

$

22,567

 

 

$

20,163

 

 

$

18,288

 

 

$

42,730

 

 

$

36,951

 

Tax credits:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

QZAB/QSCB

 

 

(710

)

 

 

(710

)

 

 

(760

)

 

 

(1,420

)

 

 

(1,519

)

NMTC - Federal and State

 

 

(1,999

)

 

 

(1,402

)

 

 

(1,378

)

 

 

(3,401

)

 

 

(2,757

)

Total tax credits

 

 

(2,709

)

 

 

(2,112

)

 

 

(2,138

)

 

 

(4,821

)

 

 

(4,276

)

State income taxes, net of federal income tax benefit

 

 

1,756

 

 

 

1,905

 

 

 

1,924

 

 

 

3,661

 

 

 

3,968

 

Tax-exempt interest

 

 

(2,274

)

 

 

(2,417

)

 

 

(2,761

)

 

 

(4,691

)

 

 

(5,547

)

Life insurance contracts

 

 

(927

)

 

 

(678

)

 

 

306

 

 

 

(1,605

)

 

 

(624

)

Employee share-based compensation

 

 

(74

)

 

 

(272

)

 

 

(176

)

 

 

(346

)

 

 

(316

)

Impact from interim estimated effective tax rate

 

 

27

 

 

 

(776

)

 

 

(844

)

 

 

(749

)

 

 

(488

)

FDIC Assessment Disallowance

 

 

379

 

 

 

545

 

 

 

758

 

 

 

924

 

 

 

1,505

 

Other, net

 

 

441

 

 

 

492

 

 

 

552

 

 

 

933

 

 

 

1,133

 

Income tax expense

 

$

19,186

 

 

$

16,850

 

 

$

15,909

 

 

$

36,036

 

 

$

32,306

 

 

45


Table of Contents

 

Selected Financial Data

The following tables contain selected financial data as of the dates and for the periods indicated.

 

 

 

Three Months Ended

 

 

Six Months Ended

 

 

 

June 30,

 

 

March 31,

 

 

June 30,

 

 

June 30,

 

 

 

2019

 

 

2019

 

 

2018

 

 

2019

 

 

2018

 

Common Share Data

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Earnings per share:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Basic

 

$

1.01

 

 

$

0.91

 

 

$

0.82

 

 

$

1.92

 

 

$

1.65

 

Diluted

 

$

1.01

 

 

$

0.91

 

 

$

0.82

 

 

$

1.92

 

 

$

1.65

 

Cash dividends paid

 

$

0.27

 

 

$

0.27

 

 

$

0.24

 

 

$

0.54

 

 

$

0.48

 

Book value per share (period-end)

 

$

38.70

 

 

$

37.23

 

 

$

34.33

 

 

$

38.70

 

 

$

34.33

 

Tangible book value per share (period-end)

 

$

28.46

 

 

$

26.92

 

 

$

24.66

 

 

$

28.46

 

 

$

24.66

 

Weighted average number of shares (000s):

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Basic

 

 

85,728

 

 

 

85,688

 

 

 

85,305

 

 

 

85,708

 

 

 

85,273

 

Diluted

 

 

85,835

 

 

 

85,800

 

 

 

85,483

 

 

 

85,810

 

 

 

85,451

 

Period-end number of shares (000s)

 

 

85,759

 

 

 

85,710

 

 

 

85,335

 

 

 

85,759

 

 

 

85,335

 

Market data:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

High sales price

 

$

44.74

 

 

$

44.34

 

 

$

53.60

 

 

$

44.74

 

 

$

56.40

 

Low sales price

 

$

37.03

 

 

$

34.11

 

 

$

45.76

 

 

$

34.11

 

 

$

45.76

 

Period-end closing price

 

$

40.06

 

 

$

40.40

 

 

$

46.65

 

 

$

40.06

 

 

$

46.65

 

Trading volume (000s) (a)

 

 

27,874

 

 

 

28,124

 

 

 

35,705

 

 

 

55,998

 

 

 

71,075

 

 

(a)

Trading volume is based on the total volume as determined by NASDAQ on the last day of the quarter.

 

 

 

Three Months Ended

 

 

Six Months Ended

 

 

 

June 30,

 

 

March 31,

 

 

June 30,

 

 

June 30,

 

(in thousands)

 

2019

 

 

2019

 

 

2018

 

 

2019

 

 

2018

 

Income Statement:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Interest income

 

$

280,378

 

 

$

276,283

 

 

$

252,304

 

 

$

556,661

 

 

$

493,699

 

Interest income (te) (a)

 

 

284,096

 

 

 

280,107

 

 

 

256,385

 

 

 

564,203

 

 

 

501,743

 

Interest expense

 

 

60,510

 

 

 

57,029

 

 

 

40,757

 

 

 

117,539

 

 

 

76,488

 

Net interest income (te)

 

 

223,586

 

 

 

223,078

 

 

 

215,628

 

 

 

446,664

 

 

 

425,255

 

Provision for loan and lease losses

 

 

8,088

 

 

 

18,043

 

 

 

8,891

 

 

 

26,131

 

 

 

21,144

 

Noninterest income

 

 

79,250

 

 

 

70,503

 

 

 

68,832

 

 

 

149,753

 

 

 

135,084

 

Noninterest expense (excluding amortization of intangibles)

 

 

178,520

 

 

 

170,562

 

 

 

179,080

 

 

 

349,082

 

 

 

344,253

 

Amortization of intangibles

 

 

5,047

 

 

 

5,138

 

 

 

5,322

 

 

 

10,185

 

 

 

10,940

 

Income before income taxes

 

 

107,463

 

 

 

96,014

 

 

 

87,086

 

 

 

203,477

 

 

 

175,958

 

Income tax expense

 

 

19,186

 

 

 

16,850

 

 

 

15,909

 

 

 

36,036

 

 

 

32,306

 

Net income

 

$

88,277

 

 

$

79,164

 

 

$

71,177

 

 

$

167,441

 

 

$

143,652

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Earnings excluding nonoperating items

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net income

 

$

88,277

 

 

$

79,164

 

 

$

71,177

 

 

$

167,441

 

 

$

143,652

 

Provision for alleged fraud (b)

 

 

 

 

 

10,084

 

 

 

 

 

 

10,084

 

 

 

 

Nonoperating income

 

 

 

 

 

 

 

 

 

 

 

 

 

 

1,145

 

Nonoperating expense

 

 

 

 

 

 

 

 

15,805

 

 

 

 

 

 

21,658

 

Income tax benefit

 

 

 

 

 

(2,118

)

 

 

(3,319

)

 

 

(2,118

)

 

 

(4,535

)

Nonoperating items, net of applicable income tax benefit

 

 

 

 

 

7,966

 

 

 

12,486

 

 

 

7,966

 

 

 

18,268

 

Operating earnings

 

$

88,277

 

 

$

87,130

 

 

$

83,663

 

 

$

175,407

 

 

$

161,920

 

46


Table of Contents

 

 

 

 

Three Months Ended

 

 

Six Months Ended

 

 

 

June 30,

 

 

March 31,

 

 

June 30,

 

 

June 30,

 

 

 

2019

 

 

2019

 

 

2018

 

 

2019

 

 

2018

 

Performance Ratios

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Return on average assets

 

 

1.24

%

 

 

1.13

%

 

 

1.04

%

 

 

1.18

%

 

 

1.06

%

Return on average common equity

 

 

10.96

%

 

 

10.30

%

 

 

9.81

%

 

 

10.64

%

 

 

10.02

%

Return on average tangible common equity

 

 

15.07

%

 

 

14.38

%

 

 

13.72

%

 

 

14.73

%

 

 

14.06

%

Earning asset yield (te) (a)

 

 

4.38

%

 

 

4.35

%

 

 

4.05

%

 

 

4.36

%

 

 

4.00

%

Total cost of funds

 

 

0.93

%

 

 

0.89

%

 

 

0.64

%

 

 

0.91

%

 

 

0.61

%

Net interest margin (te)

 

 

3.45

%

 

 

3.46

%

 

 

3.40

%

 

 

3.45

%

 

 

3.39

%

Noninterest income to total revenue (te)

 

 

26.17

%

 

 

24.01

%

 

 

24.20

%

 

 

25.11

%

 

 

24.11

%

Average loan/deposit ratio

 

 

87.09

%

 

 

87.08

%

 

 

86.84

%

 

 

87.08

%

 

 

86.58

%

FTE employees (period-end)

 

 

3,930

 

 

 

3,885

 

 

 

3,780

 

 

 

3,930

 

 

 

3,780

 

Capital Ratios

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Common stockholders' equity to total assets

 

 

11.54

%

 

 

11.20

%

 

 

10.49

%

 

 

11.54

%

 

 

10.49

%

Tangible common equity ratio (c)

 

 

8.75

%

 

 

8.36

%

 

 

7.76

%

 

 

8.75

%

 

 

7.76

%

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Select performance measures excluding nonoperating items (d)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Operating earnings per share - diluted

 

$

1.01

 

 

$

1.00

 

 

$

0.96

 

 

$

2.01

 

 

$

1.86

 

Return on average assets - operating

 

 

1.24

%

 

 

1.24

%

 

 

1.22

%

 

 

1.24

%

 

 

1.19

%

Return on average common equity - operating

 

 

10.96

%

 

 

11.33

%

 

 

11.54

%

 

 

11.14

%

 

 

11.29

%

Return on average tangible common equity - operating

 

 

15.07

%

 

 

15.83

%

 

 

16.12

%

 

 

15.44

%

 

 

15.85

%

Efficiency ratio (e)

 

 

58.95

%

 

 

58.10

%

 

 

57.40

%

 

 

58.53

%

 

 

57.45

%

Noninterest income as a percent of total revenue (te) - operating

 

 

26.17

%

 

 

24.01

%

 

 

24.20

%

 

 

25.11

%

 

 

24.26

%

 

(a)

Taxable equivalent (te) amounts were calculated using a federal income tax rate of 21%.

(b)

Provision for loan loss in response to circumstances surrounding the bankruptcy filing and alleged fraud by DC Solar.

(c)

The tangible common equity ratio is common stockholders’ equity less intangible assets divided by total assets less intangible assets.

(d)

See Reconciliation of Non-GAAP Measures, including “Operating earnings,” “Operating earnings per share – diluted” and the related components of nonoperating revenue and expense used in these Non-GAAP measures.

(e)

The efficiency ratio is noninterest expense to total net interest (te) and noninterest income, excluding amortization of purchased intangibles and nonoperating items.

 

 

 

 

Three Months Ended

 

 

Six Months Ended

 

 

 

June 30,

 

 

March 31,

 

 

June 30,

 

 

June 30,

 

($ in thousands)

 

2019

 

 

2019

 

 

2018

 

 

2019

 

 

2018

 

Asset Quality Information

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Nonaccrual loans (a)

 

$

209,831

 

 

$

204,831

 

 

$

241,681

 

 

$

209,831

 

 

$

241,681

 

Restructured loans - still accruing

 

 

101,250

 

 

 

117,578

 

 

 

152,507

 

 

 

101,250

 

 

 

152,507

 

Total nonperforming loans

 

 

311,081

 

 

 

322,409

 

 

 

394,188

 

 

 

311,081

 

 

 

394,188

 

Other real estate (ORE) and foreclosed assets

 

 

27,520

 

 

 

27,148

 

 

 

22,342

 

 

 

27,520

 

 

 

22,342

 

Total nonperforming assets

 

$

338,601

 

 

$

349,557

 

 

$

416,530

 

 

$

338,601

 

 

$

416,530

 

Accruing loans 90 days past due (b)

 

$

6,493

 

 

$

20,308

 

 

$

7,941

 

 

$

6,493

 

 

$

7,941

 

Net charge-offs

 

 

7,151

 

 

 

17,869

 

 

 

5,074

 

 

 

25,020

 

 

 

17,274

 

Allowance for loan and lease losses

 

 

195,625

 

 

 

194,688

 

 

 

214,530

 

 

 

195,625

 

 

 

214,530

 

Provision for loan and lease losses

 

 

8,088

 

 

 

18,043

 

 

 

8,891

 

 

 

26,131

 

 

 

21,144

 

Ratios:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Nonperforming assets to loans, ORE and foreclosed assets

 

 

1.68

%

 

 

1.74

%

 

 

2.15

%

 

 

1.68

%

 

 

2.15

%

Accruing loans 90 days past due to loans

 

 

0.03

%

 

 

0.10

%

 

 

0.04

%

 

 

0.03

%

 

 

0.04

%

Nonperforming assets + accruing loans 90 days past due to loans, ORE and foreclosed assets

 

 

1.71

%

 

 

1.84

%

 

 

2.19

%

 

 

1.71

%

 

 

2.19

%

Net charge-offs to average loans

 

 

0.14

%

 

 

0.36

%

 

 

0.11

%

 

 

0.25

%

 

 

0.18

%

Allowance for loan losses to period-end loans

 

 

0.97

%

 

 

0.97

%

 

 

1.11

%

 

 

0.97

%

 

 

1.11

%

Allowance for loan losses to nonperforming loans + accruing loans 90 days past due

 

 

61.60

%

 

 

56.81

%

 

 

53.35

%

 

 

61.60

%

 

 

53.35

%

47


Table of Contents

 

(a)

Included in nonaccrual loans are nonaccruing restructured loans totaling $99.1 million, $105.9 million and $98.8 million at 6/30/2019, 3/31/2019 and 6/30/2018, respectively. Nonaccrual loans and accruing loans past due 90 days or more do not include purchased credit impaired loans which were written down to fair value upon acquisition and accrete interest income over the remaining life of the loan.  

(b)

Excludes 90+ accruing troubled debt restructured loans already reflected in total nonperforming loans of $1.5 million and $1.9 million as of 3/31/19 and 6/30/18, respectively.

 

 

 

 

 

 

June 30,

 

 

March 31,

 

 

December 31,

 

 

September 30,

 

 

June 30,

 

(in thousands)

 

2019

 

 

2019

 

 

2018

 

 

2018

 

 

2018

 

Period-End Balance Sheet

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Total loans, net of unearned income (a)

 

$

20,175,812

 

 

$

20,112,838

 

 

$

20,026,411

 

 

$

19,543,717

 

 

$

19,370,917

 

Loans held for sale

 

 

36,150

 

 

 

27,437

 

 

 

28,150

 

 

 

29,043

 

 

 

36,047

 

Securities

 

 

5,725,735

 

 

 

5,577,522

 

 

 

5,670,584

 

 

 

5,987,447

 

 

 

6,113,873

 

Short-term investments

 

 

151,062

 

 

 

163,762

 

 

 

111,094

 

 

 

108,074

 

 

 

104,210

 

Earning assets

 

 

26,088,759

 

 

 

25,881,559

 

 

 

25,836,239

 

 

 

25,668,281

 

 

 

25,625,047

 

Allowance for loan losses

 

 

(195,625

)

 

 

(194,688

)

 

 

(194,514

)

 

 

(214,550

)

 

 

(214,530

)

Goodwill and other intangible assets

 

 

878,051

 

 

 

883,097

 

 

 

887,123

 

 

 

892,595

 

 

 

825,223

 

Other assets

 

 

1,990,678

 

 

 

1,920,263

 

 

 

1,707,059

 

 

 

1,751,849

 

 

 

1,689,707

 

Total assets

 

$

28,761,863

 

 

$

28,490,231

 

 

$

28,235,907

 

 

$

28,098,175

 

 

$

27,925,447

 

Noninterest-bearing deposits

 

$

8,114,632

 

 

$

8,158,658

 

 

$

8,499,027

 

 

$

8,140,530

 

 

$

8,165,796

 

Interest-bearing transaction and savings deposits

 

 

8,034,801

 

 

 

8,224,203

 

 

 

8,000,093

 

 

 

7,972,417

 

 

 

7,711,542

 

Interest-bearing public funds deposits

 

 

3,159,790

 

 

 

3,229,589

 

 

 

3,006,516

 

 

 

2,613,858

 

 

 

2,854,839

 

Time deposits

 

 

3,926,819

 

 

 

3,767,844

 

 

 

3,644,549

 

 

 

3,691,002

 

 

 

3,503,161

 

Total interest-bearing deposits

 

 

15,121,410

 

 

 

15,221,636

 

 

 

14,651,158

 

 

 

14,277,277

 

 

 

14,069,542

 

Total deposits

 

 

23,236,042

 

 

 

23,380,294

 

 

 

23,150,185

 

 

 

22,417,807

 

 

 

22,235,338

 

Short-term borrowings

 

 

1,641,598

 

 

 

1,388,735

 

 

 

1,589,128

 

 

 

2,276,647

 

 

 

2,314,190

 

Long-term debt

 

 

232,754

 

 

 

224,962

 

 

 

224,993

 

 

 

215,912

 

 

 

266,009

 

Other liabilities

 

 

332,554

 

 

 

305,665

 

 

 

190,261

 

 

 

208,931

 

 

 

180,355

 

Stockholders' equity

 

 

3,318,915

 

 

 

3,190,575

 

 

 

3,081,340

 

 

 

2,978,878

 

 

 

2,929,555

 

Total liabilities & stockholders' equity

 

$

28,761,863

 

 

$

28,490,231

 

 

$

28,235,907

 

 

$

28,098,175

 

 

$

27,925,447

 

 

 

 

Three Months Ended

 

 

Six Months Ended

 

 

 

June 30,

 

 

March 31,

 

 

June 30,

 

 

June 30,

 

(in thousands)

 

2019

 

 

2019

 

 

2018

 

 

2019

 

 

2018

 

Average Balance Sheet

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Total loans, net of unearned income (a)

 

$

20,150,104

 

 

$

20,126,948

 

 

$

19,193,234

 

 

$

20,138,590

 

 

$

19,111,318

 

Loans held for sale

 

 

27,873

 

 

 

20,618

 

 

 

22,575

 

 

 

24,266

 

 

 

27,358

 

Securities (b)

 

 

5,586,390

 

 

 

5,656,689

 

 

 

6,032,058

 

 

 

5,621,345

 

 

 

5,965,046

 

Short-term investments

 

 

228,527

 

 

 

216,192

 

 

 

143,158

 

 

 

222,394

 

 

 

145,719

 

Earning assets

 

 

25,992,894

 

 

 

26,020,447

 

 

 

25,391,025

 

 

 

26,006,595

 

 

 

25,249,441

 

Allowance for loan losses

 

 

(195,238

)

 

 

(196,384

)

 

 

(212,766

)

 

 

(195,808

)

 

 

(214,770

)

Goodwill and other intangible assets

 

 

880,497

 

 

 

885,381

 

 

 

827,760

 

 

 

882,926

 

 

 

830,499

 

Other assets

 

 

1,859,657

 

 

 

1,742,104

 

 

 

1,479,033

 

 

 

1,801,204

 

 

 

1,496,580

 

Total assets

 

$

28,537,810

 

 

$

28,451,548

 

 

$

27,485,052

 

 

$

28,494,917

 

 

$

27,361,750

 

Noninterest-bearing deposits

 

$

8,099,621

 

 

$

8,227,698

 

 

$

8,149,521

 

 

$

8,163,306

 

 

$

8,050,870

 

Interest-bearing transaction and savings deposits

 

 

8,026,012

 

 

 

8,082,584

 

 

 

7,860,019

 

 

 

8,054,141

 

 

 

7,951,092

 

Interest-bearing public fund deposits

 

 

3,194,113

 

 

 

3,060,565

 

 

 

2,970,117

 

 

 

3,127,708

 

 

 

3,019,821

 

Time deposits

 

 

3,817,817

 

 

 

3,743,292

 

 

 

3,121,817

 

 

 

3,780,761

 

 

 

3,050,825

 

Total interest-bearing deposits

 

 

15,037,942

 

 

 

14,886,441

 

 

 

13,951,953

 

 

 

14,962,610

 

 

 

14,021,738

 

Total deposits

 

 

23,137,563

 

 

 

23,114,139

 

 

 

22,101,474

 

 

 

23,125,916

 

 

 

22,072,608

 

Short-term borrowings

 

 

1,617,776

 

 

 

1,684,904

 

 

 

1,989,416

 

 

 

1,651,155

 

 

 

1,906,684

 

Long-term debt

 

 

232,277

 

 

 

224,966

 

 

 

299,695

 

 

 

228,642

 

 

 

302,391

 

Other liabilities

 

 

319,691

 

 

 

309,488

 

 

 

185,470

 

 

 

314,616

 

 

 

189,062

 

Stockholders' equity

 

 

3,230,503

 

 

 

3,118,051

 

 

 

2,908,997

 

 

 

3,174,588

 

 

 

2,891,005

 

Total liabilities & stockholders' equity

 

$

28,537,810

 

 

$

28,451,548

 

 

$

27,485,052

 

 

$

28,494,917

 

 

$

27,361,750

 

 

(a)

Average securities do not include unrealized holding gains/losses on available for sale securities.

48


Table of Contents

 

Reconciliation of Non-GAAP Measures

Operating revenue (te) and operating pre-provision net revenue (te)

 

 

 

Three Months Ended

 

 

Six Months

 

 

 

June 30,

 

 

March 31,

 

 

June 30,

 

 

June 30,

 

(in thousands)

 

2019

 

 

2019

 

 

2018

 

 

2019

 

 

2018

 

Net interest income

 

$

219,868

 

 

$

219,254

 

 

$

211,547

 

 

$

439,122

 

 

$

417,211

 

Noninterest income

 

 

79,250

 

 

 

70,503

 

 

 

68,832

 

 

 

149,753

 

 

 

135,084

 

Total revenue

 

$

299,118

 

 

$

289,757

 

 

$

280,379

 

 

$

588,875

 

 

$

552,295

 

Tax-equivalent adjustment (a)

 

 

3,718

 

 

 

3,824

 

 

 

4,081

 

 

 

7,542

 

 

 

8,044

 

Nonoperating revenue

 

 

 

 

 

 

 

 

 

 

 

 

 

 

1,145

 

Operating revenue (te)

 

$

302,836

 

 

$

293,581

 

 

$

284,460

 

 

$

596,417

 

 

$

561,484

 

Noninterest expense

 

 

(183,567

)

 

 

(175,700

)

 

 

(184,402

)

 

 

(359,267

)

 

 

(355,193

)

Nonoperating expense

 

 

 

 

 

 

 

 

15,805

 

 

 

 

 

 

21,658

 

Operating pre-prevision net revenue (te)

 

$

119,269

 

 

$

117,881

 

 

$

115,863

 

 

$

237,150

 

 

$

227,949

 

 

Operating earnings per share - diluted

 

 

 

Three Months Ended

 

 

Six Months

 

 

 

June 30,

 

 

March 31,

 

 

June 30,

 

 

June 30,

 

(in thousands)

 

2019

 

 

2019

 

 

2018

 

 

2019

 

 

2018

 

Net income

 

$

88,277

 

 

$

79,164

 

 

$

71,177

 

 

$

167,441

 

 

$

143,652

 

Net income allocated to participating securities

 

 

(1,502

)

 

 

(1,337

)

 

 

(1,328

)

 

 

(2,839

)

 

 

(2,694

)

Net income available to common shareholders

 

 

86,775

 

 

 

77,827

 

 

 

69,849

 

 

 

164,602

 

 

 

140,958

 

Nonoperating items, net of applicable income tax

 

 

 

 

 

7,966

 

 

 

12,486

 

 

 

7,966

 

 

 

18,268

 

Nonoperating items allocated to participating securities

 

 

 

 

 

(134

)

 

 

(233

)

 

 

(134

)

 

 

(342

)

Operating earnings available to common shareholders

 

 

86,775

 

 

 

85,659

 

 

 

82,102

 

 

 

172,434

 

 

 

158,884

 

Weighted average common shares - diluted

 

 

85,835

 

 

 

85,800

 

 

 

85,483

 

 

 

85,810

 

 

 

85,451

 

Earnings per share - diluted

 

$

1.01

 

 

$

0.91

 

 

$

0.82

 

 

$

1.92

 

 

$

1.65

 

Operating earnings per share - diluted

 

$

1.01

 

 

$

1.00

 

 

$

0.96

 

 

$

2.01

 

 

$

1.86

 

 

(a)

Taxable equivalent adjustment (te) amounts are calculated using a federal income tax rate of 21%.

LIQUIDITY

Liquidity management is focused on ensuring that funds are available to meet the cash flow requirements of our depositors and borrowers, while also meeting the operating, capital and strategic cash flow needs of the Company, the Bank and other subsidiaries. We develop liquidity management strategies and measure and monitor liquidity risk as part of our overall asset/liability management process.

The asset portion of the balance sheet provides liquidity primarily through loan principal repayments, maturities and repayments of investment securities and occasional sales of various assets. Short-term investments such as federal funds sold, securities purchased under agreements to resell and interest-bearing deposits with the Federal Reserve Bank or with other commercial banks are additional sources of liquidity to meet cash flow requirements. Free securities represent unpledged securities that can be sold or used as collateral for borrowings, and include unpledged securities assigned to short-term dealer repurchase agreements or to the Federal Reserve Bank discount window. Management has established an internal target for the ratio of free securities to total securities to be 20% or more. As shown in the table below, our ratio of free securities to total securities was 40.10% at June 30, 2019, compared to 33.57% at March 31, 2019 and 49.31% at June 30, 2018. The total of pledged securities at June 30, 2019 was $3.5 billion, down $278.9 million from March 31, 2019. Securities are pledged as collateral related to public funds and repurchase agreements. Total pledged securities were up $148.6 million compared to March 31, 2019 and $362.0 million lower than at June 30, 2018.

49


Table of Contents

 

 

 

 

June 30,

 

 

March 31,

 

 

December 31,

 

 

September 30,

 

 

June 30,

 

Liquidity Metrics

 

2019

 

 

2019

 

 

2018

 

 

2018

 

 

2018

 

Free securities / total securities

 

 

40.10

%

 

 

33.57

%

 

 

41.39

%

 

 

48.90

%

 

 

49.31

%

Core deposits / total deposits

 

 

89.30

%

 

 

89.98

%

 

 

90.47

%

 

 

89.71

%

 

 

89.65

%

Wholesale funds / core deposits

 

 

15.13

%

 

 

13.61

%

 

 

14.53

%

 

 

19.34

%

 

 

19.93

%

Quarter-to-date average loans /quarter-to-date average deposits

 

 

87.09

%

 

 

87.08

%

 

 

88.09

%

 

 

88.39

%

 

 

86.84

%

 

The liability portion of the balance sheet provides liquidity mainly through the Company’s ability to use cash sourced from various customers’ interest-bearing and noninterest-bearing deposit and sweep accounts. At June 30, 2019, deposits totaled $23.2 billion, a decrease of $144.3 million, or 1%, from March 31, 2019 and an increase of $1.0 billion, or 5%, from June 30, 2018. Core deposits consist of total deposits excluding certificates of deposit (“CDs”) of $250,000 or more and brokered deposits. Core deposits totaled $20.7 billion at June 30, 2019, a decrease of $289.3 million from March 31, 2019, and an increase of $816.2 million from June 30, 2018. The ratio of core deposits to total deposits was 89.30% at June 30, 2019, compared to 89.98% at March 31, 2019 and 89.65% at June 30, 2018. Brokered deposits totaled $1.3 billion as of June 30, 2019, an increase of $15 million compared to March 31, 2019 and a decrease of $105.2 million compared to June 30, 2018. The use of brokered deposits as a funding source is subject to certain policies regarding the amount, term and interest rate.

Purchases of federal funds, securities sold under agreements to repurchase and other short-term borrowings from customers provide additional sources of liquidity to meet short-term funding requirements. Besides funding from customer sources, the Bank has a line of credit with the FHLB that is secured by blanket pledges of certain mortgage loans. At June 30, 2019, the Bank had borrowings of approximately $1.0 billion and had approximately $3.8 billion available under this line. The Bank also has unused borrowing capacity at the Federal Reserve’s discount window of approximately $2.6 billion; there were no outstanding borrowings with the Federal Reserve at any date during any period covered by this report. 

Wholesale funds, which are comprised of short-term borrowings, long-term debt and brokered deposits were 15.13% of core deposits at June 30, 2019, compared to 13.61% at March 31, 2019 and 19.93% at June 30, 2018. The linked quarter increase in wholesale funds was primarily related to increases in repurchase agreements and FHLB borrowings. The year over year decrease in wholesale funds was primarily related to decreases in FHLB borrowings and brokered certificates deposits, partially offset by an increase in repurchase agreements. The Company has established an internal target for wholesale funds to be less than 25% of core deposits. 

Another key measure used to monitor our liquidity position is the loan-to-deposit ratio (average loans outstanding for the reporting period divided by average deposits outstanding). The loan-to-deposit ratio measures the amount of funds the Company lends for each dollar of deposits on hand. Our average loan-to-deposit ratio for the second quarter of 2019 was 87.09%, compared to 87.08% for the first quarter of 2019 and 86.84% for the second quarter of 2018. Management has an established target range for the loan-to-deposit ratio of 87% to 89%, which could be exceeded under certain circumstances.

Cash generated from operations is another important source of funds to meet liquidity needs. The consolidated statements of cash flows present operating cash flows and summarize all significant sources and uses of funds for the six months ended June 30, 2019 and 2018. 

Dividends received from the Bank have been the primary source of funds available to the Parent for the payment of dividends to our stockholders and for servicing its debt. The liquidity management process takes into account the various regulatory provisions that can limit the amount of dividends the Bank can distribute to the Parent. The Parent targets cash and other liquid assets to provide liquidity in an amount sufficient to fund approximately six quarters of anticipated common stockholder dividends, but will temporarily operate below that level if a return to the target can be achieved in the near-term.

CAPITAL RESOURCES

Stockholders’ equity totaled $3.3 billion at June 30, 2019, up $128.3 million, or 4%, from March 31, 2019 and up $389.4 million, or 13%, from June 30, 2018. The tangible common equity ratio was 8.75 % at June 30, 2019, compared to 8.36% at March 31, 2019 and 7.76% at June 30, 2018. The increase in the tangible common equity ratio from both March 31, 2019 and June 30, 2018 is primarily attributable to net tangible retained earnings and net gains on fair value adjustments of securities available for sale included in other accumulated comprehensive income, partially offset by growth in tangible assets. The increase from June 30, 2018 was negatively impacted by acquired intangible assets. Management has established an internal target for the tangible common equity ratio of at least 8.00%; however, management will allow the tangible common equity ratio to drop below 8.00% on a temporary basis if it believes that the shortfall can be replenished through normal operations within a short time frame.

50


Table of Contents

 

The regulatory capital ratios of the Company and the Bank as of June 30, 2019 remained well in excess of current regulatory minimum requirements. The Company and the Bank have been categorized as “well-capitalized” in the most recent notices received from our regulators. Both entities currently exceed all capital requirements of the Basel III requirements. Refer to the Supervision and Regulation section in the Company’s Annual Report on Form 10-K for the year ended December 31, 2018 for further discussion of our capital requirements.

The following table shows the regulatory capital ratios for the Company and the Bank as calculated under current rules for the indicated periods.

 

 

 

Well-

 

 

June 30,

 

 

March 31,

 

 

December 31,

 

 

September 30,

 

 

June 30,

 

 

 

Capitalized

 

 

2019

 

 

2019

 

 

2018

 

 

2018

 

 

2018

 

Total capital (to risk weighted assets)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Hancock Whitney Corporation

 

 

10.00

%

 

 

12.43

%

 

 

12.24

%

 

 

11.99

%

 

 

11.98

%

 

 

12.12

%

Hancock Whitney Bank

 

 

10.00

%

 

 

11.81

%

 

 

11.73

%

 

 

11.17

%

 

 

11.25

%

 

 

11.57

%

Tier 1 common equity capital (to risk weighted assets)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Hancock Whitney Corporation

 

 

6.50

%

 

 

10.94

%

 

 

10.74

%

 

 

10.48

%

 

 

10.36

%

 

 

10.48

%

Hancock Whitney Bank

 

 

6.50

%

 

 

10.97

%

 

 

10.88

%

 

 

10.32

%

 

 

10.30

%

 

 

10.60

%

Tier 1 capital (to risk weighted assets)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Hancock Whitney Corporation

 

 

8.00

%

 

 

10.94

%

 

 

10.74

%

 

 

10.48

%

 

 

10.36

%

 

 

10.48

%

Hancock Whitney Bank

 

 

8.00

%

 

 

10.97

%

 

 

10.88

%

 

 

10.32

%

 

 

10.30

%

 

 

10.60

%

Tier 1 leverage capital

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Hancock Whitney Corporation

 

 

5.00

%

 

 

9.10

%

 

 

8.85

%

 

 

8.67

%

 

 

8.50

%

 

 

8.66

%

Hancock Whitney Bank

 

 

5.00

%

 

 

9.12

%

 

 

8.97

%

 

 

8.54

%

 

 

8.46

%

 

 

8.77

%

 

On May 24, 2018, our board of directors approved a stock buyback program that authorized the repurchase of up to 5%, or approximately 4.3 million shares, of outstanding common stock. The approved program allows us to repurchase shares of our common stock either in the open market in compliance with Rule 10b-18 promulgated under the Securities Exchange Act of 1934, as amended, or in privately negotiated transactions with non-affiliated sellers or as otherwise determined by the Company in one or more transactions, from time to time until December 31, 2019. The Company is not obligated to purchase any shares under this program and the board of directors may terminate or amend the program at any time prior to the expiration. As of June 30, 2019, we had purchased 200,000 shares of our common stock at an average price of $41.30 per share under this program.

On April 26, 2019, our board of directors declared the regular second quarter cash dividend at $0.27 per share, the same as the prior quarter.

 

BALANCE SHEET ANALYSIS

Securities

Investment in securities totaled $5.7 billion at June 30, 2019, up $148.2 million, or 2.7%, from March 31, 2019 and down $388.1 million, or 6.3%, from June 30, 2018. At June 30, 2019, securities available for sale totaled $2.8 billion and securities held to maturity totaled $2.9 billion.

Our securities portfolio consists mainly of residential and commercial mortgage-backed securities and collateralized mortgage obligations that are issued or guaranteed by U.S. government agencies. We invest only in high quality investment grade securities with a targeted portfolio duration generally between two and five and a half years. At June 30, 2019, the average expected maturity of the portfolio was 5.41 years with an effective duration of 4.18 years and a nominal weighted-average yield of 2.75%. Management simulations indicate that the effective duration would increase to 4.55 years with a 100 bp increase in the yield curve and increase to 4.73 years with a 200 bp increase. At March 31, 2019, the average expected maturity of the portfolio was 5.52 years with an effective duration of 4.37 years and a nominal weighted-average yield of 2.75%. The average maturity of the portfolio at June 30, 2018 was 6.09 years, with an effective duration was 4.89 years and the nominal weighted-average yield was 2.53%. The change in expected maturity, effective duration, and nominal weighted-average yield compared to prior quarter is primarily related to prepayments and maturities during the second quarter of 2019. Year-over-year metrics were impacted by the fourth quarter 2018 portfolio restructure.

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Table of Contents

 

Loans

Total loans at June 30, 2019 were $20.2 billion, up $63.0 million, or less than 1%, from March 31, 2019, and up $0.8 billion, or 4.2%, from June 30, 2018. Growth from March 31, 2019 was impacted by anticipated paydowns, the sale of approximately $45 million of portfolio mortgage loans, a $55 million decrease in the energy portfolio and a $43 million decrease in the healthcare portfolio. Net loan growth continues to be diversified across products and the Bank’s footprint. Management anticipates that the full year average loan growth percentage for 2019, without consideration of the MidSouth acquisition, will be in the mid-single digits.

The following table shows the composition of our loan portfolio at each date indicated:

 

 

 

June 30,

 

 

March 31,

 

 

December 31,

 

 

September 30,

 

 

June 30,

 

(in thousands)

 

2019

 

 

2019

 

 

2018

 

 

2018

 

 

2018

 

Total loans:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Commercial non-real estate

 

$

8,559,118

 

 

$

8,656,326

 

 

$

8,620,601

 

 

$

8,438,884

 

 

$

8,410,961

 

Commercial real estate - owner occupied

 

 

2,519,970

 

 

 

2,515,428

 

 

 

2,457,748

 

 

 

2,300,271

 

 

 

2,233,794

 

Total commercial and industrial

 

 

11,079,088

 

 

 

11,171,754

 

 

 

11,078,349

 

 

 

10,739,155

 

 

 

10,644,755

 

Commercial real estate - income producing

 

 

2,895,468

 

 

 

2,563,394

 

 

 

2,341,779

 

 

 

2,311,699

 

 

 

2,342,192

 

Construction and land development

 

 

1,144,062

 

 

 

1,340,067

 

 

 

1,548,335

 

 

 

1,523,419

 

 

 

1,515,233

 

Residential mortgages

 

 

2,968,271

 

 

 

2,933,251

 

 

 

2,910,081

 

 

 

2,846,916

 

 

 

2,780,359

 

Consumer

 

 

2,088,923

 

 

 

2,104,372

 

 

 

2,147,867

 

 

 

2,122,528

 

 

 

2,088,378

 

Total loans

 

$

20,175,812

 

 

$

20,112,838

 

 

$

20,026,411

 

 

$

19,543,717

 

 

$

19,370,917

 

 

Our commercial customer base is diversified over a range of industries, including energy, healthcare, wholesale and retail trade in various durable and nondurable products and the manufacture of such products, marine transportation and maritime construction, financial and professional services, and agricultural production.

Commercial and industrial (“C&I”) loans, including both non-real estate and owner occupied real estate secured loans, totaled approximately $11.1 billion, or 55% of the total loan portfolio at June 30, 2019, a decrease of $92.7 million, or 1%, from March 31, 2019. The decrease in owner occupied real estate related activities, healthcare and energy lending, were partially offset by growth in retail, professional and manufacturing lines as we continue to diversify into a more granular portfolio.

 

The Bank lends mainly to middle market and smaller commercial entities, although it participates in larger shared credit loan facilities. Shared national credits funded at June 30, 2019 totaled approximately $2.1 billion, or 10% of total loans, an increase of $16.6 million from March 31, 2019. Approximately $575.2 million of our shared national credits at June 30, 2019 were with energy-related customers at June 30, 2019.

Loans to borrowers in the energy sector totaled $1.0 billion at June 30, 2019, down $55.2 million, or 5%, from March 31, 2019 and up $22.8 million, or 2%, compared to June 30, 2018. We intend to maintain our total energy concentration at approximately 5% and to continue shifting the mix within the portfolio to have support services credits comprise no more than 40% of the portfolio. At June 30, 2019, approximately $537 million, or 53%, of the portfolio was comprised of customers engaged in exploration and production, transportation, and storage activities. The remaining $470 million, or 47%, of the portfolio was comprised of customers engaged in onshore and offshore services and products to support exploration and production activities.

 

 

 

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Table of Contents

 

The following table provide s detail of the more significant industry concentrations for our commercial and industrial loan portfolio, which is based on NAICS codes.

 

 

 

June 30,

 

 

March 31,

 

 

December 31,

 

 

September 30,

 

 

June 30,

 

 

 

2019

 

 

2019

 

 

2018

 

 

2018

 

 

2018

 

 

 

 

 

 

 

Pct of

 

 

 

 

 

 

Pct of

 

 

 

 

 

 

Pct of

 

 

 

 

 

 

Pct of

 

 

 

 

 

 

Pct of

 

( $ in thousands )

 

Balance

 

 

Total

 

 

Balance

 

 

Total

 

 

Balance

 

 

Total

 

 

Balance

 

 

Total

 

 

Balance

 

 

Total

 

Commercial & industrial loans:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Real Estate and Rental and Leasing

 

$

1,303,770

 

 

 

12

%

 

$

1,406,207

 

 

 

12

%

 

$

1,326,146

 

 

 

12

%

 

$

1,232,737

 

 

 

11

%

 

$

1,195,278

 

 

 

11

%

Health Care and Social Assistance

 

 

1,040,352

 

 

 

9

%

 

 

1,083,469

 

 

 

10

%

 

 

1,120,799

 

 

 

10

%

 

 

1,135,040

 

 

 

11

%

 

 

1,152,593

 

 

 

11

%

Retail Trade (a)

 

 

1,024,031

 

 

 

9

%

 

 

970,599

 

 

 

9

%

 

 

937,971

 

 

 

8

%

 

 

934,281

 

 

 

9

%

 

 

904,117

 

 

 

8

%

Manufacturing (a)

 

 

946,700

 

 

 

9

%

 

 

922,365

 

 

 

8

%

 

 

877,950

 

 

 

8

%

 

 

852,643

 

 

 

8

%

 

 

823,263

 

 

 

8

%

Mining, Quarrying, and Oil and Gas Extraction (a)

 

 

922,055

 

 

 

8

%

 

 

957,590

 

 

 

8

%

 

 

1,016,870

 

 

 

9

%

 

 

917,389

 

 

 

9

%

 

 

932,113

 

 

 

9

%

Public Administration

 

 

778,622

 

 

 

7

%

 

 

799,237

 

 

 

7

%

 

 

814,442

 

 

 

7

%

 

 

842,199

 

 

 

8

%

 

 

866,052

 

 

 

8

%

Transportation and Warehousing (a)

 

 

745,403

 

 

 

7

%

 

 

746,837

 

 

 

7

%

 

 

717,746

 

 

 

7

%

 

 

700,698

 

 

 

6

%

 

 

702,615

 

 

 

7

%

Wholesale Trade (a)

 

 

657,215

 

 

 

6

%

 

 

657,685

 

 

 

6

%

 

 

602,052

 

 

 

5

%

 

 

559,638

 

 

 

5

%

 

 

523,839

 

 

 

5

%

Construction

 

 

619,204

 

 

 

6

%

 

 

645,107

 

 

 

6

%

 

 

643,932

 

 

 

6

%

 

 

582,761

 

 

 

5

%

 

 

632,592

 

 

 

6

%

Finance and Insurance

 

 

610,900

 

 

 

5

%

 

 

595,373

 

 

 

5

%

 

 

605,663

 

 

 

6

%

 

 

524,836

 

 

 

5

%

 

 

460,803

 

 

 

4

%

Professional, Scientific, and Technical Services (a)

 

 

459,794

 

 

 

4

%

 

 

421,999

 

 

 

4

%

 

 

462,984

 

 

 

4

%

 

 

439,153

 

 

 

4

%

 

 

440,727

 

 

 

4

%

Other Services (except Public Administration)

 

 

452,958

 

 

 

4

%

 

 

450,153

 

 

 

4

%

 

 

436,390

 

 

 

4

%

 

 

391,040

 

 

 

4

%

 

 

382,737

 

 

 

4

%

Accommodation and Food Services

 

 

415,814

 

 

 

4

%

 

 

413,732

 

 

 

4

%

 

 

385,958

 

 

 

4

%

 

 

416,734

 

 

 

4

%

 

 

418,789

 

 

 

4

%

Educational Services

 

 

351,697

 

 

 

3

%

 

 

353,803

 

 

 

3

%

 

 

359,997

 

 

 

3

%

 

 

430,238

 

 

 

4

%

 

 

437,484

 

 

 

4

%

Other (a)

 

 

750,573

 

 

 

7

%

 

 

747,598

 

 

 

7

%

 

 

769,449

 

 

 

7

%

 

 

779,768

 

 

 

7

%

 

 

771,753

 

 

 

7

%

Total commercial & industrial loans

 

$

11,079,088

 

 

 

100

%

 

$

11,171,754

 

 

 

100

%

 

$

11,078,349

 

 

 

100

%

 

$

10,739,155

 

 

 

100

%

 

$

10,644,755

 

 

 

100

%

 

(a)

Certain balances within each of these industry categories may contain loans considered to be energy related lending, as our definition of energy related is based on the borrower’s source of revenue. The energy related portfolio totaled approximately $1.0 billion at June 30, 2019, $1.1 billion at March 31, 2019 and December 31, 2018, $0.9 billion at September 30, 2018, and $1.0 billion at June 30, 2018.

Commercial real estate – income producing loans totaled approximately $2.9 billion at June 30, 2019, an increase of $332.1 million, or 13%, from March 31, 2019. The increase reflects the transfer of loans from construction to permanent financing, as well as new production that included increases for multifamily properties, retail properties and industrial properties. The following table details for the preceding five quarters the end-of-period commercial real estate – income producing loan balances by property type. 

 

 

 

June 30,

 

 

March 31,

 

 

December 31,

 

 

September 30,

 

 

June 30,

 

 

 

2019

 

 

2019

 

 

2018

 

 

2018

 

 

2018

 

 

 

 

 

 

 

Pct of

 

 

 

 

 

 

Pct of

 

 

 

 

 

 

Pct of

 

 

 

 

 

 

Pct of

 

 

 

 

 

 

Pct of

 

( $ in thousands )

 

Balance

 

 

Total

 

 

Balance

 

 

Total

 

 

Balance

 

 

Total

 

 

Balance

 

 

Total

 

 

Balance

 

 

Total

 

Commercial real estate - income producing loans:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Retail

 

$

607,622

 

 

 

21

%

 

$

542,904

 

 

 

21

%

 

$

507,129

 

 

 

22

%

 

$

499,395

 

 

 

22

%

 

$

502,809

 

 

 

22

%

Multifamily

 

 

519,808

 

 

 

18

%

 

 

369,041

 

 

 

14

%

 

 

332,145

 

 

 

14

%

 

 

333,144

 

 

 

15

%

 

 

347,732

 

 

 

15

%

Office

 

 

465,498

 

 

 

16

%

 

 

436,819

 

 

 

17

%

 

 

444,973

 

 

 

19

%

 

 

421,965

 

 

 

18

%

 

 

430,319

 

 

 

18

%

Industrial

 

 

406,926

 

 

 

14

%

 

 

353,804

 

 

 

14

%

 

 

311,933

 

 

 

13

%

 

 

285,292

 

 

 

12

%

 

 

279,041

 

 

 

12

%

Hotel/Motel

 

 

379,385

 

 

 

13

%

 

 

377,674

 

 

 

15

%

 

 

374,430

 

 

 

16

%

 

 

346,735

 

 

 

15

%

 

 

332,411

 

 

 

14

%

Other

 

 

516,229

 

 

 

18

%

 

 

483,152

 

 

 

19

%

 

 

371,169

 

 

 

16

%

 

 

425,168

 

 

 

18

%

 

 

449,880

 

 

 

19

%

Total commercial real estate - income producing loans

 

$

2,895,468

 

 

 

100

%

 

$

2,563,394

 

 

 

100

%

 

$

2,341,779

 

 

 

100

%

 

$

2,311,699

 

 

 

100

%

 

$

2,342,192

 

 

 

100

%

 

Construction and land development loans, totaling approximately $1.1 billion at June 30, 2019, decreased $196.0 million, or 15%, from March 31, 2019. The decrease was primarily due to the reclassification of loans from construction and land development loans to commercial real estate loans as noted above.

Residential mortgages increased $35.0 million, which is net of a $45 million portfolio sale, and consumer loans decreased $15.4 million during the second quarter of 2019.

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Table of Contents

 

Allowance for Loan Losses and Asset Quality

The Company's total allowance for loan losses was $195.6 million at June 30, 2019 virtually unchanged from March 30, 2019 and down $18.9 million compared to June 30, 2018. The ratio of the allowance for loan losses to period-end loans was flat compared to March 31, 2019 and December 31, 2018 at 0.97%. The allowance for loan losses at June 30, 2019 compared to March 31, 2019 reflects a net build in the commercial nonenergy portfolio of $1.7 million, partially offset by a net release of $0.5 million in the mortgage portfolio and $0.3 million in the consumer portfolio. The relatively flat allowance reflects the favorable impact of improvement in criticized levels and other credit metrics across most of the loan portfolios. Energy performance continues to be stable with a modest decline in criticized levels compared to prior quarter. The energy allowance totaled $31.5 million, relatively unchanged compared to prior quarter, with coverage to total loans at 3.13%, up from 2.96% as the portfolio balance declined.

The Company’s balance of criticized commercial loans totaled $572.9 million at June 30, 2019, down $11.4 million, or 2%, compared to March 31, 2019, with $4.9 million of the decrease attributable to the commercial nonenergy portfolio and $6.5 million attributable to the energy portfolio. Compared to June 30, 2018, criticized commercial loans were down $324.5 million, or 36%, with $174.0 million attributable to the commercial nonenergy portfolio and $150.6 million of the decrease attributable to the energy portfolio. Criticized loans are defined as those having potential weaknesses that deserve management’s close attention (risk-rated as special mention, substandard and doubtful), including both accruing and nonaccruing loans. Our commercial nonenergy criticized portfolio, totaling $314.9 million at June 30, 2019, is comprised of loans that are diversified as to both industry and geography. Commercial nonenergy criticized loans comprised 2.08% of that portfolio at June 30, 2019, compared to 2.12% March 31, 2019 and 3.37% at June 30, 2018. At June 30, 2019, criticized loans in the energy portfolio were $257.9 million, or approximately 26% of that portfolio, up slightly compared to March 31, 2019, but down significantly from 41% at June 30, 2018.

 

Net charge-offs were $7.2 million, or 0.14%, of average total loans on an annualized basis in the second quarter of 2019, down from $17.9 million, or 0.36%, of average total loans in the first quarter of 2019, which includes $10.1 million related to the alleged fraud associated with the DC Solar equipment finance credit . Commercial net charge-offs totaled $4.4 million in the second quarter of 2019 down compared to $14.4 million in the first quarter of 2019, but relatively flat when excluding the DC Solar charge-off. There were no energy net charge-offs during the first two quarters of 2019. The second quarter of 2018 included $1.9 million in energy net recoveries. We have recorded approximately $95 million in energy charge-offs during the latest down cycle that began in late 2014. Residential mortgage and consumer net charge-offs were each down $0.3 million compared to the prior quarter.

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Table of Contents

 

The following table sets forth activity in the allowance for loan losses for the periods indicated:

 

 

 

Three Months Ended

 

 

Six Months Ended

 

 

 

June 30,

 

 

March 31,

 

 

June 30,

 

 

June 30,

 

(in thousands)

 

2019

 

 

2019

 

 

2018

 

 

2019

 

 

2018

 

Allowance for loan losses at beginning of period

 

$

194,688

 

 

$

194,514

 

 

$

210,713

 

 

$

194,514

 

 

$

217,308

 

Loans charged-off:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Commercial non real estate

 

 

5,309

 

 

 

16,344

 

 

 

2,510

 

 

 

21,653

 

 

 

11,845

 

Commercial real estate - owner-occupied

 

 

71

 

 

 

 

 

 

5,953

 

 

 

71

 

 

 

6,804

 

Total commercial & industrial

 

 

5,380

 

 

 

16,344

 

 

 

8,463

 

 

 

21,724

 

 

 

18,649

 

Commercial real estate - income producing

 

 

 

 

 

10

 

 

 

1,604

 

 

 

10

 

 

 

1,604

 

Construction and land development

 

 

 

 

 

 

 

 

210

 

 

 

 

 

 

220

 

Total commercial

 

 

5,380

 

 

 

16,354

 

 

 

10,277

 

 

 

21,734

 

 

 

20,473

 

Residential mortgages

 

 

33

 

 

 

406

 

 

 

306

 

 

 

439

 

 

 

498

 

Consumer

 

 

3,936

 

 

 

4,231

 

 

 

4,916

 

 

 

8,167

 

 

 

12,964

 

Total charge-offs

 

 

9,349

 

 

 

20,991

 

 

 

15,499

 

 

 

30,340

 

 

 

33,935

 

Commercial non real estate

 

 

804

 

 

 

1,926

 

 

 

8,330

 

 

 

2,730

 

 

 

12,476

 

Commercial real estate - owner-occupied

 

 

204

 

 

 

17

 

 

 

187

 

 

 

221

 

 

 

275

 

Total commercial & industrial

 

 

1,008

 

 

 

1,943

 

 

 

8,517

 

 

 

2,951

 

 

 

12,751

 

Commercial real estate - income producing

 

 

 

 

 

2

 

 

 

2

 

 

 

2

 

 

 

65

 

Construction and land development

 

 

86

 

 

 

11

 

 

 

9

 

 

 

97

 

 

 

38

 

Total commercial

 

 

1,094

 

 

 

1,956

 

 

 

8,528

 

 

 

3,050

 

 

 

12,854

 

Residential mortgages

 

 

104

 

 

 

162

 

 

 

596

 

 

 

266

 

 

 

712

 

Consumer

 

 

1,000

 

 

 

1,004

 

 

 

1,301

 

 

 

2,004

 

 

 

3,095

 

Total recoveries

 

 

2,198

 

 

 

3,122

 

 

 

10,425

 

 

 

5,320

 

 

 

16,661

 

Total net charge-offs

 

 

7,151

 

 

 

17,869

 

 

 

5,074

 

 

 

25,020

 

 

 

17,274

 

Provision for loan losses

 

 

8,088

 

 

 

18,043

 

 

 

8,891

 

 

 

26,131

 

 

 

21,144

 

Decrease in allowance as a result of sale of subsidiary

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(6,648

)

Allowance for loan losses at end of period

 

$

195,625

 

 

$

194,688

 

 

$

214,530

 

 

$

195,625

 

 

$

214,530

 

Ratios:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Gross charge-offs to average loans

 

 

0.19

%

 

 

0.42

%

 

 

0.32

%

 

 

0.30

%

 

 

0.36

%

Recoveries to average loans

 

 

0.04

%

 

 

0.06

%

 

 

0.22

%

 

 

0.05

%

 

 

0.18

%

Net charge-offs to average loans

 

 

0.14

%

 

 

0.36

%

 

 

0.11

%

 

 

0.25

%

 

 

0.18

%

Allowance for loan losses to period-end loans

 

 

0.97

%

 

 

0.97

%

 

 

1.11

%

 

 

0.97

%

 

 

1.11

%

 

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Table of Contents

 

The following table sets forth nonperforming assets by type for the periods indicated, consisting of nonaccrual loans, troubled debt restructurings and foreclosed and surplus ORE and other foreclosed assets. Loans past due 90 days or more and still accruing are also disclosed.

 

 

 

June 30,

 

 

December 31,

 

(in thousands)

 

2019

 

 

2018

 

Loans accounted for on a nonaccrual basis: (a)

 

 

 

 

 

 

 

 

Commercial non-real estate

 

$

40,274

 

 

$

26,617

 

Commercial non-real estate - restructured

 

 

96,852

 

 

 

84,036

 

Total commercial non-real estate

 

 

137,126

 

 

 

110,653

 

Commercial real estate - owner occupied

 

 

12,860

 

 

 

16,682

 

Commercial real estate - owner-occupied - restructured

 

 

360

 

 

 

213

 

Total commercial real estate - owner-occupied

 

 

13,220

 

 

 

16,895

 

Commercial real estate - income producing

 

 

3,544

 

 

 

4,991

 

Commercial real estate - income producing - restructured

 

 

 

 

 

 

Total commercial real estate - income producing

 

 

3,544

 

 

 

4,991

 

Construction and land development

 

 

1,589

 

 

 

2,134

 

Construction and land development - restructured

 

 

19

 

 

 

12

 

Total construction and land development

 

 

1,608

 

 

 

2,146

 

Residential mortgage

 

 

35,698

 

 

 

34,594

 

Residential mortgage - restructured

 

 

1,602

 

 

 

1,272

 

Total residential mortgage

 

 

37,300

 

 

 

35,866

 

Consumer

 

 

16,818

 

 

 

16,744

 

Consumer - restructured

 

 

215

 

 

 

 

Total consumer

 

 

17,033

 

 

 

16,744

 

Total nonaccrual loans

 

$

209,831

 

 

$

187,295

 

Restructured loans - still accruing:

 

 

 

 

 

 

 

 

Commercial non-real estate

 

$

93,484

 

 

$

130,075

 

Commercial real estate - owner occupied

 

 

5,915

 

 

 

7,286

 

Commercial real estate - income producing

 

 

385

 

 

 

398

 

Construction and land development

 

 

 

 

 

9

 

Residential mortgage

 

 

439

 

 

 

546

 

Consumer

 

 

1,027

 

 

 

728

 

Total restructured loans - still accruing

 

 

101,250

 

 

 

139,042

 

Total nonperforming loans

 

 

311,081

 

 

 

326,337

 

ORE and foreclosed assets

 

 

27,520

 

 

 

26,270

 

Total nonperforming assets (b)

 

$

338,601

 

 

$

352,607

 

Loans 90 days past due still accruing to loans (c)

 

$

6,493

 

 

$

5,589

 

Total restructured loans

 

$

200,298

 

 

$

224,575

 

Ratios:

 

 

 

 

 

 

 

 

Nonperforming assets to loans plus ORE and foreclosed assets

 

 

1.68

%

 

 

1.76

%

Allowance for loan losses to nonperforming loans and accruing loans 90 days past due

 

 

61.60

%

 

 

58.60

%

Loans 90 days past due still accruing to loans

 

 

0.03

%

 

 

0.03

%

 

(a)

Nonaccrual loans and accruing loans past due 90 days or more do not include purchased credit impaired loans which were written down to fair value upon acquisition and accrete interest income over the remaining life of the loan.

(b)

Includes total nonaccrual loans, total restructured loans - still accruing and ORE and foreclosed assets.

(c)

Excludes 90+ accruing TDR already reflected as a restructured accruing loan totaling $8.7 million at December 31, 2018.

Nonperforming assets totaled $338.6 million at June 30, 2019, down $11.0 million from March 31, 2019, $14.0 million from December 31, 2018 and $77.9 million from June 30, 2018. Nonperforming loans decreased approximately $11.3 million compared to March 31, 2019, due largely to a reduction in restructured accruing loans as a result of the return to a market structure for one of our energy credits as well as other net activity including both paydowns and new downgrades. Our nonperforming loans included $101.3 million of accruing restructured loans, most of which are energy credits that endured challenges during the downturn in the energy cycle. Nonperforming assets as a percent of total loans, ORE and other foreclosed assets was 1.68% at June 30, 2019, down 6 bps from March 31, 2019, 8 bps from December 31, 2018 and 47 bps from June 30, 2018.

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Short-Term Investments

Short-term liquidity investments, including interest-bearing bank deposits and federal funds sold, were $151.1 million at June 30, 2019. This represents a decrease of $12.7 million from March 30, 2019 and an increase of $46.9 million from June 30, 2018. These asset levels vary on a daily basis depending upon movement in customer loan and deposit accounts. Average short-term investments of $228.5 million for the second quarter of 2019 were up $12.3 million compared to the first quarter of 2019, and $85.4 million compared to the second quarter of 2018. Short-term liquidity assets are held to ensure funds are available to meet the cash flow needs of both borrowers and depositors.

Deposits

Total deposits were $23.2 billion at June 30, 2019, down $144.3 million, or 1%, from March 31, 2019, and up $1.0 billion, or 5%, from June 30, 2018. Average deposits for the second quarter of 2019 were $23.1 billion, up $23.4 million, or less than 1%, from the first quarter of 2019 and up $1.0 billion, or 5%, from the second quarter of 2018.

Noninterest-bearing demand deposits were $8.1 billion at June 30, 2019, down $44.0 million, or 1%, from March 31, 2019, and down $51.2 million, 1%, from June 30, 2018. Noninterest-bearing demand deposits comprised 35% of total deposits at June 30, 2019 and March 31, 2019 and 37% at June 30, 2018.

Interest-bearing transaction and savings accounts of $8.0 billion at June 30, 2019 decreased $189.4 million, or 2%, from March 31, 2019 and increased $323.3 million, or 4%, from June 30, 2018, with the year-over-year increase mainly attributable to customer deposits assumed in the trust and asset management acquisition.

Interest-bearing public fund deposits totaled $3.2 billion at June 30, 2019, down $69.8 million, or 2%, from March 31, 2019, and up $305.0 million, or 11%, from June 30, 2018. Time deposits other than public funds totaled $3.9 billion at June 30, 2019, up $159.0 million from March 31, 2019, driven primarily by promotional certificate of deposit offers across our markets and a $15 million increase in brokered certificates of deposit. Time deposits other than public funds were up $423.7 million, or 12.0%, from June 30, 2018, largely due to an increase in retail certificates of deposit. The growth in time deposits was impacted by $715 million of maturities during the second quarter of 2019 compared to $207 million in first quarter of 2019 and $251 million during the second quarter of 2018.

Short-Term Borrowings

At June 30, 2019, short-term borrowings totaled $1.6 billion, up $252.9 million, or 18%, from March 31, 2019, with increases in securities sold under repurchase agreements of $152.8 million and FHLB borrowings increased $100.0 million. Short-term borrowings decreased $672.6 million from June 30, 2018. The decrease compared to second quarter of 2018 was due in part to a portfolio restructure late in the fourth quarter where proceeds from the sale of loans and securities were used to pay down a portion of FHLB borrowings.

Average short-term borrowings of $1.6 billion in the second quarter of 2019 were down $67.1 million, or 4%, compared to the first quarter of 2019, and down $371.6 million, or 19%, compared to the second quarter of 2018.

Customer repurchase agreements and FHLB borrowings are the major sources of short-term borrowings. Customer repurchase agreements are offered mainly to commercial customers to assist them with their cash management strategies or to provide a temporary investment vehicle for their excess liquidity pending redeployment for corporate or investment purposes. While customer repurchase agreements provide a recurring source of funds to the Bank, amounts available will vary. FHLB borrowings are funds from the Federal Home Loan Bank that are collateralized by single family and commercial real estate loans included in the Bank’s loan portfolio, subject to specific criteria.

Operating Leases

Effective January 1, 2019, the Company adopted the amended provisions of Financial Accounting Standards Codification Topic 842, “Leases,” using the modified retrospective approach, impacting the reporting and disclosures for operating leases. The core principle of Topic 842 is that a lessee should recognize in the statement of financial position a liability representing the present value of future lease payments (the lease liability) and a right-of-use asset representing its right to use the underlying asset over the lease term, as well as the disclosure of key information about operating leasing arrangements. Upon adoption, the Company recorded a gross-up of assets and liabilities in its consolidated balance sheet, with approximately $116 million for right-of-use assets and $131 million of lease payment obligations offset by the elimination of $15 million of existing lease incentive and other deferred rent liabilities. Accounting for leases in accordance with Topic 842 has not had a material impact upon our consolidated results of operations, and is not expected to in future periods. Refer to Note 5 – Operating Leases for further information related to the operating lease accounting policy, practical expedient elections for adoption and operating leasing information at adoption.

 

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OFF-BALANCE SHEET ARRANGEMENTS

Loan Commitments and Letters of Credit

In the normal course of business, the Bank enters into financial instruments, such as commitments to extend credit and letters of credit, to meet the financing needs of their customers. Such instruments are not reflected in the accompanying consolidated financial statements until they are funded, although they expose the Bank to varying degrees of credit risk and interest rate risk in much the same way as funded loans. Under regulatory capital guidelines, the Company and Bank must include unfunded commitments meeting certain criteria in risk-weighted capital calculations.

Commitments to extend credit include revolving commercial credit lines, nonrevolving loan commitments issued mainly to finance the acquisition and development or construction of real property or equipment, and credit card and personal credit lines. The availability of funds under commercial credit lines and loan commitments generally depends on whether the borrower continues to meet credit standards established in the underlying contract and has not violated other contractual conditions. Loan commitments generally have fixed expiration dates or other termination clauses and may require payment of a fee by the borrower. Credit card and personal credit lines are generally subject to cancellation if the borrower’s credit quality deteriorates. A number of commercial and personal credit lines are used only partially or, in some cases, not at all before they expire, and the total commitment amounts do not necessarily represent future cash requirements of the Company.

A substantial majority of the letters of credit are standby agreements that obligate the Bank to fulfill a customer’s financial commitments to a third party if the customer is unable to perform. The Bank issues standby letters of credit primarily to provide credit enhancement to its customers’ other commercial or public financing arrangements and to help them demonstrate financial capacity to vendors of essential goods and services. 

The contract amounts of these instruments reflect the Company's exposure to credit risk. The Company undertakes the same credit evaluation in making loan commitments and assuming conditional obligations as it does for on-balance sheet instruments and may require collateral or other credit support. 

The following table shows the commitments to extend credit and letters of credit at June 30, 2019 according to expiration date. 

 

 

 

 

 

 

 

Expiration Date

 

 

 

 

 

 

 

Less than

 

 

1-3

 

 

3-5

 

 

More than

 

(in thousands)

 

Total

 

 

1 year

 

 

years

 

 

years

 

 

5 years

 

Commitments to extend credit

 

$

6,930,220

 

 

$

2,976,769

 

 

$

1,420,688

 

 

$

1,370,900

 

 

$

1,161,863

 

Letters of credit

 

 

359,487

 

 

 

278,934

 

 

 

30,716

 

 

 

49,837

 

 

 

 

Total

 

$

7,289,707

 

 

$

3,255,703

 

 

$

1,451,404

 

 

$

1,420,737

 

 

$

1,161,863

 

 

CRITICAL ACCOUNTING POLICIES AND ESTIMATES

There were no material changes or developments with respect to methodologies that the Company uses when applying what management believes are critical accounting policies and developing critical accounting estimates as disclosed in our Annual Report on Form 10-K for the year ended December 31, 2018.

The consolidated financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America and with those generally practiced within the banking industry which require management to make estimates and assumptions about future events. Estimates are based on historical experience and on various other assumptions that are believed to be reasonable under the circumstances, and the resulting estimates form the basis for making judgments about the carrying values of certain assets and liabilities not readily apparent from other sources. Actual results could differ significantly from those estimates.

NEW ACCOUNTING PRONOUNCEMENTS

Refer to Note 16 to our Consolidated Financial Statements included elsewhere in this report.

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Table of Contents

 

Item 3. Quantitative and Qualitative Disclosures About Market Risk

The Company’s net income is materially dependent on net interest income. The Company’s primary market risk is interest rate risk which stems from uncertainty with respect to absolute and relative levels of future market interest rates that affect financial products and services. In order to manage the exposures to interest rate risk, management measures the sensitivity of net interest income and cash flows under various market interest rate scenarios, establishes interest rate risk management policies and implements asset/liability management strategies designed to produce a relatively stable net interest margin under varying rate environments.

The following table presents an analysis of our interest rate risk as measured by the estimated changes in net interest income resulting from an instantaneous and sustained parallel shift in rates at June 30, 2019. Shifts are measured in 100 basis point increments in a range from -500 to +500 basis points from base case, with -100 through +300 basis points presented in the table below. Our interest rate sensitivity modeling incorporates a number of assumptions including loan and deposit repricing characteristics, the rate of loan prepayments and other factors. The base scenario assumes that the current interest rate environment is held constant over a 24-month forecast period and is the scenario to which all others are compared in order to measure the change in net interest income. Policy limits on the change in net interest income under a variety of interest rate scenarios are approved by the Board. All policy scenarios assume a static volume forecast where the balance sheet is held constant, although other scenarios are modeled.

 

 

 

Estimated Increase

 

 

 

(Decrease) in NII

 

Change in Interest Rates

 

Year 1

 

 

Year 2

 

(basis points)

 

 

 

 

 

 

 

 

-100

 

 

(4.26

)%

 

 

(6.21

)%

+100

 

 

3.10

%

 

 

4.30

%

+200

 

 

5.59

%

 

 

7.57

%

+300

 

 

7.80

%

 

 

10.35

%

 

The results indicate a general asset sensitivity across most scenarios driven primarily by repricing in variable rate loans and a funding mix which is composed of material volumes of non-interest bearing and lower rate sensitive deposits. When deemed prudent, management has taken actions to mitigate exposure to interest rate risk with on- or off-balance sheet financial instruments and intends to do so in the future. Possible actions include, but are not limited to, changes in the pricing of loan and deposit products, modifying the composition of earning assets and interest-bearing liabilities, and adding to, modifying or terminating existing interest rate swap agreements or other financial instruments used for interest rate risk management purposes.

 

Even if interest rates change in the designated amounts, there can be no assurance that our assets and liabilities would perform as anticipated. Additionally, a change in the U.S. Treasury rates in the designated amounts accompanied by a change in the shape of the U.S. Treasury yield curve would cause significantly different changes to net interest income than indicated above. Strategic management of our balance sheet and earnings is fluid and would be adjusted to accommodate these movements. As with any method of measuring interest rate risk, certain shortcomings are inherent in the methods of analysis presented above. For example, although certain assets and liabilities may have similar maturities or periods to repricing, they may react in different degrees to changes in market interest rates. Also, the interest rates on certain types of assets and liabilities may fluctuate in advance of changes in market interest rates, while interest rates on other types may lag behind changes in market rates. Certain assets such as adjustable-rate loans have features which restrict changes in interest rates on a short-term basis and over the life of the asset. Also, the ability of many borrowers to service their debt may decrease in the event of an interest rate increase. We consider all of these factors in monitoring exposure to interest rate risk.

The foregoing disclosures related to our market risk should be read in conjunction with our audited consolidated financial statements, related notes and management’s discussion and analysis included in our Annual Report on Form 10-K for the year ended December 31, 2018.

 

Item 4. Controls and Procedures

In connection with the preparation of this Quarterly Report on Form 10-Q, an evaluation was carried out by the Company’s management, with the participation of the Company’s Chief Executive Officer and Chief Financial Officer, of the effectiveness of the Company’s disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act). Disclosure controls and procedures are designed to ensure that information required to be disclosed in reports filed or submitted under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in SEC rules and forms and that such information is accumulated and communicated to management, including the Chief Executive Officer and Chief Financial Officer, to allow timely decisions regarding required disclosures. Based on that evaluation, the Company’s Chief Executive Officer and Chief Financial Officer have concluded that, as of June 30, 2019, the Company’s disclosure controls and procedures were effective.

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Our management, including the Chief Executive Officer and Chief Financial Officer, identified no change in our internal control over financial reporting that occurred during the three month period ended June 30, 2019, that has materially affected, or is reasonably likely to materially affect, our internal controls over financial reporting.

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PART II. OTHER INFORMATION

The Company, including subsidiaries, is party to various legal proceedings arising in the ordinary course of business. We do not believe that loss contingencies, if any, arising from pending litigation and regulatory matters will have a material adverse effect on our consolidated financial position or liquidity.

Item 1A. Risk Factors

The Company disclosed risk factors in its Annual Report on Form 10-K for the year ended December 31, 2018. The risks described may not be the only risks facing us. Additional risks and uncertainties not currently known to us or that are currently considered to not be material also may materially adversely affect our business, financial condition, and/or operating results.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

None.

Item 6.  Exhibits   

(a)  Exhibits:

 

Exhibit Number

 

Description

 

Filed Herewith

 

Form

 

Exhibit

 

Filing Date

2.1

 

Agreement and Plan of Merger, dated as of April 30, 2019, by and between Hancock Whitney Corporation and MidSouth Bancorp, Inc.

 

 

 

8-K

 

2.1

 

5/2/2019

3.1

 

Composite Articles of the Company

 

 

 

8-K

 

3.1

 

5/24/2018

3.2

 

Amended and Restated Bylaws

 

 

 

8-K

 

3.2

 

5/24/2018

31.1

 

Certification of the Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

 

X

 

 

 

 

 

 

31.2

 

Certification of the Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

 

X

 

 

 

 

 

 

32.1

 

Certification of the Chief Executive Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

 

X

 

 

 

 

 

 

32.2

 

Certification of the Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

 

X

 

 

 

 

 

 

101

 

Inline XBRL Interactive Data

 

X

 

 

 

 

 

 

104

 

The cover page from the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2019, formatted in Inline XBRL

 

X

 

 

 

 

 

 

 

 

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Table of Contents

 

SIGNATURES

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

 

Hancock Whitney Corporation

 

 

 

 

 

By:

 

/s/ John M. Hairston

 

 

John M. Hairston

 

 

President & Chief Executive Officer

 

 

(Principal Executive Officer)

 

 

 

 

 

/s/ Michael M. Achary

 

 

Michael M. Achary

 

 

Senior Executive Vice President & Chief Financial Officer

(Principal Financial Officer)

 

 

 

 

 

 

 

 

/s/ Stephen E. Barker

 

 

Stephen E. Barker

 

 

Executive Vice President & Chief Accounting Officer

(Principal Accounting Officer)

 

 

 

 

 

August 6, 2019

 

62