10-Q
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
____________________________________________________
FORM 10-Q
____________________________________________________
x Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
For the quarterly period ended March 31, 2016
or
¨ Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Commission File Number: 001-16715
____________________________________________________
First Citizens BancShares, Inc.
(Exact name of Registrant as specified in its charter)
____________________________________________________
|
| |
Delaware | 56-1528994 |
(State or other jurisdiction of incorporation or organization) | (I.R.S. Employer Identification Number) |
| |
4300 Six Forks Road, Raleigh, North Carolina | 27609 |
(Address of principle executive offices) | (Zip code) |
(919) 716-7000
(Registrant’s telephone number, including area code)
____________________________________________________
Indicate by check mark whether the Registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding twelve 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 ninety days. Yes x No ¨
Indicate by check mark whether the Registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or such shorter period that the Registrant was required to submit and post such files) Yes x No ¨
Indicate by check mark whether the Registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See definition of ‘accelerated filer’ and ‘large accelerated filer’ in Rule 12b-2 of the Exchange Act:
|
| | | | |
Large accelerated filer | x | | Accelerated filer | ¨ |
Non-accelerated filer | ¨ | | Smaller reporting company | ¨ |
Indicate by check mark whether the Registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ¨ No x
Class A Common Stock—$1 Par Value—11,005,220 shares
Class B Common Stock—$1 Par Value—1,005,185 shares
(Number of shares outstanding, by class, as of May 4, 2016)
INDEX
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PART I. | FINANCIAL INFORMATION | |
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Item 1. | | |
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Item 2. | | |
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Item 3. | | |
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Item 4. | | |
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PART II. | OTHER INFORMATION | |
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Item 1. | | |
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Item 1A. | | |
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Item 2. | | |
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Item 6. | | |
PART I
| |
Item 1. | Financial Statements |
First Citizens BancShares, Inc. and Subsidiaries
Consolidated Balance Sheets
|
| | | | | | | |
(Dollars in thousands, unaudited) | March 31, 2016 | | December 31, 2015 |
Assets | | | |
Cash and due from banks | $ | 457,758 |
| | $ | 534,086 |
|
Overnight investments | 2,871,105 |
| | 2,063,132 |
|
Investment securities available for sale | 6,687,289 |
| | 6,861,293 |
|
Investment securities held to maturity | 194 |
| | 255 |
|
Loans held for sale | 66,988 |
| | 59,766 |
|
Loans and leases | 20,417,689 |
| | 20,239,990 |
|
Allowance for loan and lease losses | (206,783 | ) | | (206,216 | ) |
Net loans and leases | 20,210,906 |
| | 20,033,774 |
|
Premises and equipment | 1,127,371 |
| | 1,135,829 |
|
Other real estate owned | 65,068 |
| | 65,559 |
|
Income earned not collected | 73,518 |
| | 70,036 |
|
FDIC loss share receivable | 7,474 |
| | 4,054 |
|
Goodwill | 139,773 |
| | 139,773 |
|
Other intangible assets | 84,743 |
| | 90,986 |
|
Other assets | 403,470 |
| | 417,391 |
|
Total assets | $ | 32,195,657 |
| | $ | 31,475,934 |
|
Liabilities | | | |
Deposits: | | | |
Noninterest-bearing | $ | 9,661,441 |
| | $ | 9,274,470 |
|
Interest-bearing | 17,703,804 |
| | 17,656,285 |
|
Total deposits | 27,365,245 |
| | 26,930,755 |
|
Short-term borrowings | 689,236 |
| | 594,733 |
|
Long-term obligations | 779,087 |
| | 704,155 |
|
FDIC loss share payable | 128,243 |
| | 126,453 |
|
Other liabilities | 272,652 |
| | 247,729 |
|
Total liabilities | 29,234,463 |
| | 28,603,825 |
|
Shareholders’ equity | | | |
Common stock: | | | |
Class A - $1 par value (16,000,000 shares authorized; 11,005,220 shares issued and outstanding at March 31, 2016 and December 31, 2015) | 11,005 |
| | 11,005 |
|
Class B - $1 par value (2,000,000 shares authorized; 1,005,185 shares issued and outstanding at March 31, 2016 and December 31, 2015) | 1,005 |
| | 1,005 |
|
Surplus | 658,918 |
| | 658,918 |
|
Retained earnings | 2,314,090 |
| | 2,265,621 |
|
Accumulated other comprehensive loss | (23,824 | ) | | (64,440 | ) |
Total shareholders’ equity | 2,961,194 |
| | 2,872,109 |
|
Total liabilities and shareholders’ equity | $ | 32,195,657 |
| | $ | 31,475,934 |
|
See accompanying Notes to Consolidated Financial Statements.
First Citizens BancShares, Inc. and Subsidiaries
Consolidated Statements of Income
|
| | | | | | | |
| Three months ended March 31 |
(Dollars in thousands, except per share data, unaudited) | 2016 | | 2015 |
Interest income | | | |
Loans and leases | $ | 216,404 |
| | $ | 210,862 |
|
Investment securities and dividend income | 23,042 |
| | 19,310 |
|
Overnight investments | 3,666 |
| | 1,338 |
|
Total interest income | 243,112 |
| | 231,510 |
|
Interest expense | | | |
Deposits | 4,659 |
| | 5,629 |
|
Short-term borrowings | 434 |
| | 1,934 |
|
Long-term obligations | 5,299 |
| | 3,782 |
|
Total interest expense | 10,392 |
| | 11,345 |
|
Net interest income | 232,720 |
| | 220,165 |
|
Provision for loan and lease losses | 4,843 |
| | 5,792 |
|
Net interest income after provision for loan and lease losses | 227,877 |
| | 214,373 |
|
Noninterest income | | | |
Gain on acquisition | 1,704 |
| | 42,930 |
|
Cardholder services | 19,358 |
| | 18,401 |
|
Merchant services | 21,977 |
| | 18,880 |
|
Service charges on deposit accounts | 21,850 |
| | 22,058 |
|
Wealth management services | 19,634 |
| | 20,880 |
|
Securities gains | 4,628 |
| | 5,126 |
|
Other service charges and fees | 6,989 |
| | 5,455 |
|
Mortgage income | 1,311 |
| | 4,549 |
|
Insurance commissions | 3,178 |
| | 3,297 |
|
ATM income | 1,765 |
| | 1,664 |
|
Adjustments to FDIC loss share receivable | (2,533 | ) | | (1,047 | ) |
Other | 5,421 |
| | 8,560 |
|
Total noninterest income | 105,282 |
| | 150,753 |
|
Noninterest expense | | | |
Salaries and wages | 103,899 |
| | 105,471 |
|
Employee benefits | 27,350 |
| | 31,218 |
|
Occupancy expense | 25,012 |
| | 25,620 |
|
Equipment expense | 22,345 |
| | 23,541 |
|
FDIC insurance expense | 4,789 |
| | 4,271 |
|
Foreclosure-related expenses | 1,731 |
| | 2,557 |
|
Merger-related expenses | 38 |
| | 2,997 |
|
Other | 66,507 |
| | 62,491 |
|
Total noninterest expense | 251,671 |
| | 258,166 |
|
Income before income taxes | 81,488 |
| | 106,960 |
|
Income taxes | 29,416 |
| | 39,802 |
|
Net income | $ | 52,072 |
| | $ | 67,158 |
|
Average shares outstanding | 12,010,405 |
| | 12,010,405 |
|
Net income per share | $ | 4.34 |
| | $ | 5.59 |
|
See accompanying Notes to Consolidated Financial Statements.
First Citizens BancShares, Inc. and Subsidiaries
Consolidated Statements of Comprehensive Income
|
| | | | | | | |
| Three months ended March 31 |
(Dollars in thousands, unaudited) | 2016 | | 2015 |
Net income | $ | 52,072 |
| | $ | 67,158 |
|
Other comprehensive income: | | | |
Unrealized gains on securities: | | | |
Change in unrealized securities gains arising during period | 68,033 |
| | 30,415 |
|
Tax effect | (26,016 | ) | | (11,813 | ) |
Reclassification adjustment for net gains realized and included in income before income taxes | (4,628 | ) | | (5,126 | ) |
Tax effect | 1,770 |
| | 1,977 |
|
Total change in unrealized gains on securities, net of tax | 39,159 |
| | 15,453 |
|
Change in fair value of cash flow hedges: | | | |
Change in unrecognized loss on cash flow hedges | 700 |
| | 576 |
|
Tax effect | (263 | ) | | (222 | ) |
Total change in unrecognized loss on cash flow hedges, net of tax | 437 |
| | 354 |
|
Change in pension obligation: | | | |
Amortization of actuarial losses and prior service cost | 1,652 |
| | 2,886 |
|
Tax effect | (632 | ) | | (1,123 | ) |
Total change in pension obligation, net of tax | 1,020 |
| | 1,763 |
|
Other comprehensive income | 40,616 |
| | 17,570 |
|
Total comprehensive income | $ | 92,688 |
| | $ | 84,728 |
|
See accompanying Notes to Consolidated Financial Statements.
First Citizens BancShares, Inc. and Subsidiaries
Consolidated Statements of Changes in Shareholders’ Equity
|
| | | | | | | | | | | | | | | | | | | | | | | |
(Dollars in thousands, unaudited) | Class A Common Stock | | Class B Common Stock | | Surplus | | Retained Earnings | | Accumulated Other Comprehensive (Loss) Income | | Total Shareholders’ Equity |
Balance at December 31, 2014 | $ | 11,005 |
| | $ | 1,005 |
| | $ | 658,918 |
| | $ | 2,069,647 |
| | $ | (52,981 | ) | | $ | 2,687,594 |
|
Net income | — |
| | — |
| | — |
| | 67,158 |
| | — |
| | 67,158 |
|
Other comprehensive income, net of tax | — |
| | — |
| | — |
| | — |
| | 17,570 |
| | 17,570 |
|
Cash dividends ($0.30 per share) | — |
| | — |
| | — |
| | (3,603 | ) | | — |
| | (3,603 | ) |
Balance at March 31, 2015 | $ | 11,005 |
| | $ | 1,005 |
| | $ | 658,918 |
| | $ | 2,133,202 |
| | $ | (35,411 | ) | | $ | 2,768,719 |
|
| | | | | | | | | | | |
Balance at December 31, 2015 | $ | 11,005 |
| | $ | 1,005 |
| | $ | 658,918 |
| | $ | 2,265,621 |
| | $ | (64,440 | ) | | $ | 2,872,109 |
|
Net income | — |
| | — |
| | — |
| | 52,072 |
| | — |
| | 52,072 |
|
Other comprehensive income, net of tax | — |
| | — |
| | — |
| | — |
| | 40,616 |
| | 40,616 |
|
Cash dividends ($0.30 per share) | — |
| | — |
| | — |
| | (3,603 | ) | | — |
| | (3,603 | ) |
Balance at March 31, 2016 | $ | 11,005 |
| | $ | 1,005 |
| | $ | 658,918 |
| | $ | 2,314,090 |
| | $ | (23,824 | ) | | $ | 2,961,194 |
|
See accompanying Notes to Consolidated Financial Statements.
First Citizens BancShares, Inc. and Subsidiaries
Consolidated Statements of Cash Flows
|
| | | | | | | |
| Three months ended March 31 |
(Dollars in thousands, unaudited) | 2016 | | 2015 |
CASH FLOWS FROM OPERATING ACTIVITIES | | | |
Net income | $ | 52,072 |
| | $ | 67,158 |
|
Adjustments to reconcile net income to cash provided by operating activities: | | | |
Provision for loan and lease losses | 4,843 |
| | 5,792 |
|
Deferred tax benefit | (8,806 | ) | | (10,203 | ) |
Net change in current taxes | 35,678 |
| | 15,437 |
|
Depreciation | 22,053 |
| | 21,965 |
|
Net change in accrued interest payable | 324 |
| | 176 |
|
Net increase in income earned not collected | (3,482 | ) | | (5,988 | ) |
Gain on acquisition | (1,704 | ) | | (42,930 | ) |
Securities gains | (4,628 | ) | | (5,126 | ) |
Origination of loans held for sale | (144,895 | ) | | (126,547 | ) |
Proceeds from sale of loans | 140,160 |
| | 127,203 |
|
Gain on sale of loans | (2,487 | ) | | (3,468 | ) |
Net writedowns/losses on other real estate | 2,599 |
| | 1,978 |
|
Net amortization of premiums and discounts | (12,201 | ) | | (17,150 | ) |
Amortization of intangible assets | 5,586 |
| | 5,206 |
|
Reduction in FDIC receivable for loss share agreements | 4,076 |
| | 8,092 |
|
Increase in FDIC payable for loss share agreements | 1,790 |
| | 2,110 |
|
Net change in other assets | (19,678 | ) | | 15,223 |
|
Net change in other liabilities | 3,857 |
| | 3,804 |
|
Net cash provided by operating activities | 75,157 |
| | 62,732 |
|
CASH FLOWS FROM INVESTING ACTIVITIES | | | |
Net increase in loans outstanding | (131,923 | ) | | (168,341 | ) |
Purchases of investment securities available for sale | (1,139,933 | ) | | (626,268 | ) |
Proceeds from maturities/calls of investment securities held to maturity | 61 |
| | 77 |
|
Proceeds from maturities/calls of investment securities available for sale | 396,211 |
| | 330,500 |
|
Proceeds from sales of investment securities available for sale | 987,260 |
| | 481,708 |
|
Net change in overnight investments | (805,699 | ) | | (734,004 | ) |
Cash paid to the FDIC for loss share agreements | (9,871 | ) | | (5,762 | ) |
Proceeds from sales of other real estate | 8,202 |
| | 22,794 |
|
Additions to premises and equipment | (13,595 | ) | | (13,177 | ) |
Business acquisition, net cash acquired | 14,745 |
| | 123,137 |
|
Net cash used by investing activities | (694,542 | ) | | (589,336 | ) |
CASH FLOWS FROM FINANCING ACTIVITIES | | | |
Net decrease in time deposits | (84,802 | ) | | (189,906 | ) |
Net increase in demand and other interest-bearing deposits | 460,086 |
| | 545,807 |
|
Net change in short-term borrowings | 92,841 |
| | (50,835 | ) |
Repayment of long-term obligations | (68 | ) | | (3,140 | ) |
Origination of long-term obligations | 75,000 |
| | 120,000 |
|
Cash dividends paid | — |
| | (3,603 | ) |
Net cash provided by financing activities | 543,057 |
| | 418,323 |
|
Change in cash and due from banks | (76,328 | ) | | (108,281 | ) |
Cash and due from banks at beginning of period | 534,086 |
| | 604,182 |
|
Cash and due from banks at end of period | $ | 457,758 |
| | $ | 495,901 |
|
SUPPLEMENTAL DISCLOSURE OF NONCASH INVESTING AND FINANCING ACTIVITIES: | | | |
Transfers of loans to other real estate | $ | 9,980 |
| | $ | 21,300 |
|
Dividends declared but not paid | 3,603 |
| | 3,603 |
|
See accompanying Notes to Consolidated Financial Statements.
First Citizens BancShares, Inc. and Subsidiaries
Notes to Unaudited Consolidated Financial Statements
NOTE A - ACCOUNTING POLICIES AND BASIS OF PRESENTATION
First Citizens BancShares, Inc. (BancShares) is a financial holding company organized under the laws of Delaware and conducts operations through its banking subsidiary, First-Citizens Bank & Trust Company (FCB), which is headquartered in Raleigh, North Carolina.
General
These consolidated financial statements and notes thereto are presented in accordance with instructions for Form 10-Q and Article 10 of Regulation S-X and, therefore, do not include all information and notes necessary for a complete presentation of financial position, results of operations and cash flow activity required in accordance with accounting principles generally accepted in the United States of America (GAAP). In the opinion of management, all normal recurring adjustments necessary for a fair presentation of the consolidated financial position and consolidated results of operations have been made. The unaudited interim consolidated financial statements included in this Form 10-Q should be read in conjunction with the consolidated financial statements and footnotes included in BancShares' Annual Report on Form 10-K for the year ended December 31, 2015.
Reclassifications
In certain instances, amounts reported in prior years' consolidated financial statements have been reclassified to conform to the current financial statement presentation. Such reclassifications had no effect on previously reported shareholders' equity or net income.
Use of Estimates in the Preparation of Financial Statements
The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities as of the date of the financial statements and the reported amounts of revenues and expenses during the reporting periods. Actual results could differ from those estimates, and different assumptions in the application of these policies could result in material changes in BancShares' consolidated financial position, the consolidated results of operations or related disclosures. Material estimates that are particularly susceptible to significant change include:
| |
• | Allowance for loan and lease losses |
| |
• | Fair value of financial instruments, including acquired assets and assumed liabilities |
| |
• | Pension plan assumptions |
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• | Cash flow estimates on purchased credit-impaired loans |
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• | Receivable from and payable to the FDIC for loss share agreements |
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• | Income tax assets, liabilities and expense |
Recently Adopted Accounting Pronouncements
Financial Accounting Standards Board (FASB) Accounting Standards Update (ASU) 2015-16, Business Combinations (Topic 805): Simplifying the Accounting for Measurement-Period Adjustments
This ASU eliminates the requirement to retrospectively account for adjustments made to provisional amounts recognized in a business combination and requires that an acquirer recognize adjustments to provisional amounts that are identified during the measurement period in the reporting period in which the adjustment amounts are determined. The effect on earnings of changes in depreciation, amortization, or other income effects, if any, as a result of the change to the provisional amounts must be calculated as if the accounting had been completed at the acquisition date.
The amendments in this ASU are effective for public business entities for fiscal years beginning after December 15, 2015, including interim periods within those fiscal years. The amendments in this ASU should be applied prospectively to adjustments to provisional amounts that occur after the effective date of this ASU with earlier application permitted for financial statements that have not been issued. We adopted the guidance effective in the first quarter of 2016. The initial adoption did not have an impact on our consolidated financial position or consolidated results of operations.
FASB ASU 2015-03, Interest–Imputation of Interest (Subtopic 835-30): Simplifying the Presentation of Debt Issuance Costs
This ASU simplifies the presentation of debt issuance costs by requiring that debt issuance costs be presented in the balance sheet as a direct deduction from the carrying amount of debt liability, consistent with debt discounts or premiums. The recognition and measurement guidance for debt issuance costs are not affected by the amendments in this update.
This ASU is effective for fiscal years beginning after December 15, 2015 for public business entities, including interim periods within those fiscal years, and is to be applied retrospectively. We adopted the guidance effective in the first quarter of 2016. The initial adoption did not have an impact on our consolidated financial position or consolidated results of operations.
FASB ASU 2015-02, Consolidation (Topic 810): Amendments to the Consolidation Analysis
This ASU improves targeted areas of consolidation guidance for reporting organizations that are required to evaluate whether they should consolidate certain legal entities. In addition to reducing the number of consolidation models from four to two, the new standard places more emphasis on risk of loss when determining a controlling financial interest, reducing the frequency of the application of related-party guidance when determining a controlling financial interest in a variable interest entity (VIE), and changing consolidation conclusions for public and private companies in several industries that typically make use of limited partnerships or VIEs.
The amendments in this ASU are effective for fiscal years beginning after December 15, 2015 for public business entities, including interim periods within those fiscal years. We adopted the guidance effective in the first quarter of 2016. The initial adoption did not have an impact on our consolidated financial position or consolidated results of operations.
Recently Issued Accounting Pronouncements
FASB ASU 2016-07, Investments—Equity Method and Joint Ventures (Topic 323): Simplifying the Transition to the Equity Method of Accounting
This ASU eliminates the requirement that when an investment qualifies for use of the equity method as a result of an increase in the level of ownership interest or degree of influence, an investor must adjust the investment, results of operations, and retained earnings retroactively on a step-by-step basis as if the equity method had been in effect during all previous periods that the investment had been held. The ASU requires that the equity method investor add the cost of acquiring the additional interest in the investee to the current basis of the investor's previously held interest and adopt the equity method of accounting as of the date the investment becomes qualified for equity method accounting. Therefore, upon qualifying for the equity method of accounting, no retroactive adjustment of the investment is required. Further, the ASU requires that an entity that has an available-for-sale equity security that becomes qualified for the equity method of accounting recognizes through earnings, the unrealized gain or loss in accumulated other comprehensive income at the date the investment becomes qualified for use of the equity method.
The amendments in this ASU are effective for all entities for fiscal years beginning after December 15, 2016, including interim periods within those fiscal years. Early adoption is permitted. We are currently evaluating the impact of the new standard and will adopt the guidance during the first quarter of 2017.
FASB ASU 2016-06, Derivatives and Hedging (Topic 815): Contingent Put and Call Options in Debt Instruments
This ASU clarifies what steps are required when assessing whether the economic characteristics and risks of call (put) options are clearly and closely related to the economic characteristics and risks of their debt hosts, which is one of the criteria for bifurcating an embedded derivative. When a call (put) option is contingently exercisable, an entity does not have to assess whether the event that triggers the ability to exercise a call (put) option is related to interest rates or credit risks.
The amendments in the ASU are effective for public business entities for fiscal years beginning after December 15, 2016, including interim periods within those fiscal years. Early adoption is permitted. We will adopt the guidance during the first quarter of 2017. BancShares does not anticipate any effect on our consolidated financial position or consolidated results of options as a result of adoption.
FASB ASU 2016-02, Leases (Topic 842)
This ASU increases transparency and comparability among organizations by recognizing lease assets and lease liabilities on the balance sheet and disclosing key information about leasing arrangements. The key difference between existing standards and this ASU is the requirement for lessees to recognize on their balance sheet all lease contracts with lease terms greater than 12 months, including operating leases. Both a right-of-use asset, representing the right to use the leased asset, and a lease liability, representing the contractual obligation, are required to be recognized on the balance sheet of the lessee at lease commencement. Further, this ASU requires lessees to classify leases as either operating or finance leases, which are substantially similar to the current operating and capital leases classifications. The distinction between these two classifications under the new standard does not relate to balance sheet treatment, but relates to treatment in the statements of income and cash flows. Lessor guidance remains largely
unchanged with the exception of how a lessor determines the appropriate lease classification for each lease to better align the lessor guidance with revised lessee classification guidance.
The amendments in this ASU are effective for public business entities for fiscal years beginning after December 15, 2018, including interim periods within those fiscal years. Early adoption is permitted. We are currently evaluating the impact of the new standard and we will adopt during the first quarter of 2019.
FASB ASU 2016-01, Financial Instruments—Overall (Subtopic 825-10): Recognition and Measurement of Financial Assets and Financial Liabilities
This ASU addresses certain aspects of recognition, measurement, presentation and disclosure. The amendments in this ASU (1) require equity investments to be measured at fair value with changes in fair value recognized in net income; (2) simplify the impairment assessment of equity investments without readily determinable fair value; (3) require public business entities to use exit prices, rather than entry prices, when measuring fair value of financial instruments for disclosure purposes; (4) require separate presentation of financial assets and financial liabilities by measurement category and form of financial assets on the balance sheet or the accompanying notes to the financial statements; (5) eliminate the requirement to disclose the method(s) and significant assumptions used to estimate the fair value for financial instruments measured at amortized cost on the balance sheet; (6) require separate presentation in other comprehensive income of the portion of the total change in the fair value of a liability resulting from a change in the instrument-specific credit risk when the organization has elected to measure the liability at fair value in accordance with the fair value option for financial instruments; and (7) state that a valuation allowance on deferred tax assets related to available-for-sale securities should be evaluated in combination with other deferred tax assets.
The amendments in this ASU are effective for public business entities for fiscal years beginning after December 15, 2017, including interim periods within those fiscal years. The ASU only permits early adoption of the instrument-specific credit risk provision. We are currently evaluating the impact of the new standard and we will adopt during the first quarter of 2018.
FASB ASU 2014-09, Revenue from Contracts with Customers (Topic 606)
In May 2014, the FASB issued a standard on the recognition of revenue from contracts with customers with the core principle being for companies to recognize revenue to depict the transfer of goods or services to customers in amounts that reflect the consideration to which the company expects to be entitled in exchange for those goods or services. The new standard also results in enhanced disclosures about revenue, provides guidance for transactions that were not previously addressed comprehensively and improves guidance for multiple-element arrangements. In March 2016, the FASB issued ASU 2016-08, Revenue from Contracts with Customers (Topic 606): Principal versus Agent Considerations, to improve the operability and understandability of the implementation guidance on principal versus agent considerations.
Per ASU 2015-14, Deferral of the Effective Date, this guidance was deferred and is effective for fiscal periods beginning after December 15, 2017, including interim reporting periods within that reporting period. Early adoption is permitted for fiscal periods beginning after December 15, 2016. We are currently evaluating the impact of the new standard and we will adopt during the first quarter of 2018 using one of two retrospective application methods.
NOTE B - BUSINESS COMBINATIONS
North Milwaukee State Bank
On March 11, 2016, FCB entered into an agreement with the Federal Deposit Insurance Corporation (FDIC), as Receiver, to purchase certain assets and assume certain liabilities of North Milwaukee State Bank (NMSB) of Milwaukee, Wisconsin. The acquisition provided FCB with value enhancement.
The NMSB transaction was accounted for under the acquisition method of accounting and, accordingly, assets acquired and liabilities assumed were recorded at their estimated fair values on the acquisition date. Fair values are preliminary and subject to refinement for up to one year after the closing date of the acquisition as additional information regarding closing date fair values becomes available.
The fair value of the assets acquired was $52.4 million, including $35.4 million in loans and $240 thousand of identifiable intangible assets. Liabilities assumed were $60.9 million of which $59.2 million were deposits. As a result of the transaction, FCB recorded a gain on the acquisition of $1.7 million which is included in noninterest income in the Consolidated Statements of Income.
The following table provides the identifiable assets acquired and liabilities assumed at their estimated fair values as of the acquisition date. |
| | | | |
(Dollars in thousands) | | As recorded by FCB |
Assets | | |
Cash and cash equivalents | | $ | 4,545 |
|
Overnight investments | | 2,274 |
|
Investment securities | | 9,425 |
|
Loans | | 35,416 |
|
Other real estate owned | | 330 |
|
Intangible assets | | 240 |
|
Other assets | | 216 |
|
Total assets acquired | | 52,446 |
|
Liabilities | | |
Deposits | | 59,206 |
|
Short-term borrowings | | 1,662 |
|
Other liabilities | | 74 |
|
Total liabilities assumed | | 60,942 |
|
Fair value of net liabilities assumed | | (8,496 | ) |
Cash received from FDIC | | 10,200 |
|
Gain on acquisition of NMSB | | $ | 1,704 |
|
Merger-related expenses of $38 thousand were recorded in the Consolidated Statements of Income for the three months ended March 31, 2016. Loan-related interest income generated from NMSB was approximately $123 thousand since the acquisition date.
All loans resulting from the NMSB transaction were recorded at the acquisition date with a discount attributable, at least in part, to credit quality, and are therefore accounted for as purchased credit-impaired (PCI) loans under ASC 310-30.
NOTE C - INVESTMENTS
The amortized cost and fair value of investment securities classified as available for sale and held to maturity at March 31, 2016 and December 31, 2015, are as follows:
|
| | | | | | | | | | | | | | | |
| March 31, 2016 |
(Dollars in thousands) | Cost | | Gross unrealized gains | | Gross unrealized losses | | Fair value |
Investment securities available for sale | | | | | | | |
U.S. Treasury | $ | 1,538,907 |
| | $ | 2,308 |
| | $ | — |
| | $ | 1,541,215 |
|
Government agency | 355,488 |
| | 669 |
| | — |
| | 356,157 |
|
Mortgage-backed securities | 4,693,313 |
| | 37,375 |
| | 3,406 |
| | 4,727,282 |
|
Equity securities | 50,066 |
| | 2,314 |
| | 285 |
| | 52,095 |
|
Other | 10,615 |
| | — |
| | 75 |
| | 10,540 |
|
Total investment securities available for sale | $ | 6,648,389 |
| | $ | 42,666 |
| | $ | 3,766 |
| | $ | 6,687,289 |
|
| | | | | | | |
| December 31, 2015 |
| Cost | | Gross unrealized gains | | Gross unrealized losses | | Fair value |
U.S. Treasury | $ | 1,675,996 |
| | $ | 4 |
| | $ | 1,118 |
| | $ | 1,674,882 |
|
Government agency | 498,804 |
| | 230 |
| | 374 |
| | 498,660 |
|
Mortgage-backed securities | 4,692,447 |
| | 5,120 |
| | 29,369 |
| | 4,668,198 |
|
Equity securities | 7,935 |
| | 968 |
| | 10 |
| | 8,893 |
|
Other | 10,615 |
| | 45 |
| | — |
| | 10,660 |
|
Total investment securities available for sale | $ | 6,885,797 |
| | $ | 6,367 |
| | $ | 30,871 |
| | $ | 6,861,293 |
|
| | | | | | | |
| March 31, 2016 |
| Cost | | Gross unrealized gains | | Gross unrealized losses | | Fair value |
Investment securities held to maturity | | | | | | | |
Mortgage-backed securities | $ | 194 |
| | $ | 9 |
| | $ | — |
| | $ | 203 |
|
| | | | | | | |
| December 31, 2015 |
| Cost | | Gross unrealized gains | | Gross unrealized losses | | Fair value |
Mortgage-backed securities | $ | 255 |
| | $ | 10 |
| | $ | — |
| | $ | 265 |
|
Investments in mortgage-backed securities primarily represent securities issued by the Government National Mortgage Association, Federal National Mortgage Association and Federal Home Loan Mortgage Corporation.The following table provides the amortized cost and fair value by contractual maturity. Expected maturities will differ from contractual maturities on certain securities because borrowers and issuers may have the right to call or prepay obligations with or without prepayment penalties. Repayments of mortgage-backed securities are dependent on the repayments of the underlying loan balances. Equity securities do not have a stated maturity date.
|
| | | | | | | | | | | | | | | |
| March 31, 2016 | | December 31, 2015 |
(Dollars in thousands) | Cost | | Fair value | | Cost | | Fair value |
Investment securities available for sale | | | | | | | |
Non-amortizing securities maturing in: | | | | | | | |
One year or less | $ | 1,554,483 |
| | $ | 1,556,414 |
| | $ | 1,255,714 |
| | $ | 1,255,094 |
|
One through five years | 339,912 |
| | 340,958 |
| | 919,086 |
| | 918,448 |
|
Five through 10 years | 8,500 |
| | 8,500 |
| | 8,500 |
| | 8,500 |
|
Over 10 years | 2,115 |
| | 2,040 |
| | 2,115 |
| | 2,160 |
|
Mortgage-backed securities | 4,693,313 |
| | 4,727,282 |
| | 4,692,447 |
| | 4,668,198 |
|
Equity securities | 50,066 |
| | 52,095 |
| | 7,935 |
| | 8,893 |
|
Total investment securities available for sale | $ | 6,648,389 |
| | $ | 6,687,289 |
| | $ | 6,885,797 |
| | $ | 6,861,293 |
|
Investment securities held to maturity | | | | | | | |
Mortgage-backed securities held to maturity | $ | 194 |
| | $ | 203 |
| | $ | 255 |
| | $ | 265 |
|
For each period presented, securities gains (losses) included the following: |
| | | | | | | |
| Three months ended March 31 |
(Dollars in thousands) | 2016 | | 2015 |
Gross gains on sales of investment securities available for sale | $ | 4,933 |
| | $ | 5,135 |
|
Gross losses on sales of investment securities available for sale | (305 | ) | | (9 | ) |
Total securities gains | $ | 4,628 |
| | $ | 5,126 |
|
The following table provides information regarding securities with unrealized losses as of March 31, 2016 and December 31, 2015.
|
| | | | | | | | | | | | | | | | | | | | | | | |
| March 31, 2016 |
| Less than 12 months | | 12 months or more | | Total |
(Dollars in thousands) | Fair value | | Unrealized losses | | Fair value | | Unrealized losses | | Fair value | | Unrealized losses |
Investment securities available for sale: | | | | | | | | | | | |
Mortgage-backed securities | $ | 417,711 |
| | $ | 1,071 |
| | $ | 291,021 |
| | $ | 2,335 |
| | $ | 708,732 |
| | $ | 3,406 |
|
Equity securities | 13,037 |
| | 285 |
| | — |
| | — |
| | 13,037 |
| | 285 |
|
Other | 2,040 |
| | 75 |
| | — |
| | — |
| | 2,040 |
| | 75 |
|
Total | $ | 432,788 |
| | $ | 1,431 |
| | $ | 291,021 |
| | $ | 2,335 |
| | $ | 723,809 |
| | $ | 3,766 |
|
| | | | | | | | | | | |
| December 31, 2015 |
| Less than 12 months | | 12 months or more | | Total |
| Fair value | | Unrealized losses | | Fair value | | Unrealized losses | | Fair value | | Unrealized losses |
Investment securities available for sale: | | | | | | | | | | | |
U.S. Treasury | $ | 1,539,637 |
| | $ | 1,118 |
| | $ | — |
| | $ | — |
| | $ | 1,539,637 |
| | $ | 1,118 |
|
Government agency | 229,436 |
| | 374 |
| | — |
| | — |
| | 229,436 |
| | 374 |
|
Mortgage-backed securities | 3,570,470 |
| | 23,275 |
| | 280,126 |
| | 6,094 |
| | 3,850,596 |
| | 29,369 |
|
Equity securities | 728 |
| | 10 |
| | — |
| | — |
| | 728 |
| | 10 |
|
Total | $ | 5,340,271 |
| | $ | 24,777 |
| | $ | 280,126 |
| | $ | 6,094 |
| | $ | 5,620,397 |
| | $ | 30,871 |
|
Investment securities with an aggregate fair value of $291.0 million and $280.1 million had continuous unrealized losses for more than 12 months with a corresponding aggregate unrealized loss of $2.3 million and $6.1 million as of March 31, 2016 and December 31, 2015, respectively. As of March 31, 2016, all 52 of these investments are government sponsored enterprise-issued mortgage-backed securities. None of the unrealized losses identified as of March 31, 2016 or December 31, 2015 relate to the marketability of the securities or the issuer’s ability to honor redemption obligations. Rather, the unrealized losses relate to changes in interest rates relative to when the investment securities were purchased. For all periods presented, BancShares had the ability and intent to retain these securities for a period of time sufficient to recover all unrealized losses. Therefore, none of the securities were deemed to be other than temporarily impaired.
Investment securities having an aggregate carrying value of $4.94 billion at March 31, 2016 and $4.73 billion at December 31, 2015 were pledged as collateral to secure public funds on deposit and certain short-term borrowings, and for other purposes as required by law.
NOTE D - LOANS AND LEASES
BancShares' accounting methods for loans and leases differ depending on whether they are purchased credit-impaired (PCI) or non-PCI. Non-PCI loans and leases include originated commercial, originated noncommercial, purchased non-impaired loans, purchased leases and certain purchased revolving credit. For purchased non-impaired loans to be included as non-PCI, it must be determined that the loans do not have a discount due, at least in part, to credit quality at the time of acquisition. Conversely, loans for which it is probable at acquisition that all required payments will not be collected in accordance with contractual terms are considered PCI loans. PCI loans are evaluated at acquisition and where a discount is required at least in part due to credit quality, the nonrevolving loans are accounted for under the guidance in ASC Topic 310-30, Loans and Debt Securities Acquired with Deteriorated Credit Quality. PCI loans and leases are recorded at fair value at the date of acquisition. No allowance for loan and lease losses is recorded on the acquisition date as the fair value of the acquired assets incorporates assumptions regarding credit risk. An allowance is recorded if there is additional credit deterioration after the acquisition date.
BancShares reports PCI and non-PCI loan portfolios separately, and each portfolio is further divided into commercial and non-commercial based on the type of borrower, purpose, collateral, and/or our underlying credit management processes. Additionally, loans are assigned to loan classes, which further disaggregate loans based upon common risk characteristics.
Commercial – Commercial loans include construction and land development, mortgage, other commercial real estate, commercial and industrial, lease financing and other.
Construction and land development – Construction and land development consists of loans to finance land for development, investment, and use in a commercial business enterprise; multifamily apartments; and other commercial buildings that may be owner-occupied or income generating investments for the owner.
Commercial mortgage – Commercial mortgage consists of loans to purchase or refinance owner-occupied nonresidential and investment properties. Investment properties include office buildings and other facilities that are rented or leased to unrelated parties.
Other commercial real estate – Other commercial real estate consists of loans secured by farmland (including residential farms and other improvements) and multifamily (5 or more) residential properties.
Commercial and industrial – Commercial and industrial consists of loans or lines of credit to finance corporate credit cards, accounts receivable, inventory and other general business purposes.
Lease financing – Lease financing consists solely of lease financing agreements for business equipment, vehicles and other assets.
Other – Other consists of all other commercial loans not classified in one of the preceding classes. These typically include loans to non-profit organizations such as churches, hospitals, educational and charitable organizations.
Noncommercial – Noncommercial consist of residential and revolving mortgage, construction and land development, and consumer loans.
Residential mortgage – Residential real estate consists of loans to purchase, construct or refinance the borrower's primary dwelling, second residence or vacation home.
Revolving mortgage – Revolving mortgage consists of home equity lines of credit that are secured by first or second liens on the borrower's primary residence.
Construction and land development – Construction and land development consists of loans to construct the borrower's primary or secondary residence or vacant land upon which the owner intends to construct a dwelling at a future date.
Consumer – Consumer loans consist of installment loans to finance purchases of vehicles, unsecured home improvements and revolving lines of credit that can be secured or unsecured, including personal credit cards.
Loans and leases outstanding included the following at March 31, 2016 and December 31, 2015:
|
| | | | | | | |
(Dollars in thousands) | March 31, 2016 | | December 31, 2015 |
Non-PCI loans and leases: | | | |
Commercial: | | | |
Construction and land development | $ | 626,311 |
| | $ | 620,352 |
|
Commercial mortgage | 8,353,631 |
| | 8,274,548 |
|
Other commercial real estate | 324,858 |
| | 321,021 |
|
Commercial and industrial | 2,389,946 |
| | 2,368,958 |
|
Lease financing | 751,292 |
| | 730,778 |
|
Other | 343,877 |
| | 314,832 |
|
Total commercial loans | 12,789,915 |
| | 12,630,489 |
|
Noncommercial: | | | |
Residential mortgage | 2,718,208 |
| | 2,695,985 |
|
Revolving mortgage | 2,521,902 |
| | 2,523,106 |
|
Construction and land development | 213,232 |
| | 220,073 |
|
Consumer | 1,228,545 |
| | 1,219,821 |
|
Total noncommercial loans | 6,681,887 |
| | 6,658,985 |
|
Total non-PCI loans and leases | 19,471,802 |
| | 19,289,474 |
|
PCI loans: | | | |
Commercial: | | | |
Construction and land development | 32,799 |
| | 33,880 |
|
Commercial mortgage | 526,776 |
| | 525,468 |
|
Other commercial real estate | 18,050 |
| | 17,076 |
|
Commercial and industrial | 14,742 |
| | 15,182 |
|
Other | 1,860 |
| | 2,008 |
|
Total commercial loans | 594,227 |
| | 593,614 |
|
Noncommercial: | | | |
Residential mortgage | 298,662 |
| | 302,158 |
|
Revolving mortgage | 50,574 |
| | 52,471 |
|
Consumer | 2,424 |
| | 2,273 |
|
Total noncommercial loans | 351,660 |
| | 356,902 |
|
Total PCI loans | 945,887 |
| | 950,516 |
|
Total loans and leases | $ | 20,417,689 |
| | $ | 20,239,990 |
|
At March 31, 2016, $258.2 million of total loans and leases were covered under loss share agreements, compared to $272.6 million at December 31, 2015. Loss share protection for United Western Bank (UWB), Atlantic Bank & Trust (ABT) and Colorado Capital Bank (CCB) non-single family residential loans with balances of $113.7 million, $9.0 million and $2.7 million at March 31, 2016 will expire at the beginning of the second quarter of 2016, third quarter of 2016 and fourth quarter of 2016, respectively.
At March 31, 2016, $8.51 billion in noncovered loans with a lendable collateral value of $6.08 billion were used to secure $585.3 million in Federal Home Loan Bank (FHLB) of Atlanta advances, resulting in additional borrowing capacity of $5.50 billion. At December 31, 2015, $8.58 billion in noncovered loans with a lendable collateral value of $6.08 billion were used to secure $510.3 million in FHLB of Atlanta advances, resulting additional borrowing capacity of $5.57 billion.
Net deferred fees on originated non-PCI loans and leases, including unearned income and unamortized costs, fees, premiums and discounts, were $13.2 million and $16.6 million at March 31, 2016 and December 31, 2015, respectively. The unamortized discount related to the non-PCI loans and leases acquired in the First Citizens Bancorporation, Inc. (Bancorporation) merger was $37.9 million and $41.1 million at March 31, 2016 and December 31, 2015, respectively. During the three months ended March 31, 2016 and March 31, 2015, accretion income on non-PCI loans was $3.2 million and $5.6 million, respectively.
Credit quality indicators
Loans and leases are monitored for credit quality on a recurring basis. The credit quality indicators used are dependent on the portfolio segment to which the loan relates. Commercial and noncommercial loans and leases have different credit quality indicators as a result of the unique characteristics of the loan segment being evaluated. The credit quality indicators for non-PCI and PCI commercial loans and leases are developed through a review of individual borrowers on an ongoing basis. Each commercial loan is evaluated annually with more frequent evaluation of more severely criticized loans or leases. The credit quality indicators for non-PCI and PCI noncommercial loans are based on the delinquency status of the borrower. As the borrower becomes more delinquent, the likelihood of loss increases. The indicators represent the rating for loans or leases as of the date presented based on the most recent assessment performed. These credit quality indicators are defined as follows:
Pass – A pass rated asset is not adversely classified because it does not display any of the characteristics for adverse classification.
Special mention – A special mention asset has potential weaknesses that deserve management’s close attention. If left uncorrected, such potential weaknesses may result in deterioration of the repayment prospects or collateral position at some future date. Special mention assets are not adversely classified and do not warrant adverse classification.
Substandard – A substandard asset is inadequately protected by the current net worth and paying capacity of the borrower or of the collateral pledged, if any. Assets classified as substandard generally have a well-defined weakness, or weaknesses, that jeopardize the liquidation of the debt. These assets are characterized by the distinct possibility of loss if the deficiencies are not corrected.
Doubtful – An asset classified as doubtful has all the weaknesses inherent in an asset classified substandard with the added characteristic that the weaknesses make collection or liquidation in full highly questionable and improbable on the basis of currently existing facts, conditions and values.
Loss – Assets classified as loss are considered uncollectible and of such little value that it is inappropriate to be carried as an asset. This classification is not necessarily equivalent to no potential for recovery or salvage value, but rather that it is not appropriate to defer a full charge-off even though partial recovery may be effected in the future.
Ungraded – Ungraded loans represent loans that are not included in the individual credit grading process due to their relatively small balances or borrower type. The majority of ungraded loans at March 31, 2016 and December 31, 2015 relate to business credit cards. Business credit card loans are subject to automatic charge-off when they become 120 days past due in the same manner as unsecured consumer lines of credit. The remaining balance is comprised of a small amount of commercial mortgage and other commercial real estate loans.
Non-PCI loans and leases outstanding at March 31, 2016 and December 31, 2015 by credit quality indicator are provided below:
|
| | | | | | | | | | | | | | | | | | | | | | | | | | | |
| March 31, 2016 |
(Dollars in thousands) | Non-PCI commercial loans and leases |
Grade: | Construction and land development | | Commercial mortgage | | Other commercial real estate | | Commercial and industrial | | Lease financing | | Other | | Total non-PCI commercial loans and leases |
Pass | $ | 622,312 |
| | $ | 8,102,908 |
| | $ | 321,375 |
| | $ | 2,241,626 |
| | $ | 744,585 |
| | $ | 341,300 |
| | $ | 12,374,106 |
|
Special mention | 1,926 |
| | 97,425 |
| | 1,294 |
| | 14,003 |
| | 3,698 |
| | 1,334 |
| | 119,680 |
|
Substandard | 2,073 |
| | 149,651 |
| | 1,030 |
| | 20,070 |
| | 2,639 |
| | 1,243 |
| | 176,706 |
|
Doubtful | — |
| | 458 |
| | — |
| | 399 |
| | 46 |
| | — |
| | 903 |
|
Ungraded | — |
| | 3,189 |
| | 1,159 |
| | 113,848 |
| | 324 |
| | — |
| | 118,520 |
|
Total | $ | 626,311 |
| | $ | 8,353,631 |
| | $ | 324,858 |
| | $ | 2,389,946 |
| | $ | 751,292 |
| | $ | 343,877 |
| | $ | 12,789,915 |
|
| | | | | | | | | | | | | |
| December 31, 2015 |
| Non-PCI commercial loans and leases |
| Construction and land development | | Commercial mortgage | | Other commercial real estate | | Commercial and industrial | | Lease financing | | Other | | Total non-PCI commercial loans and leases |
Pass | $ | 611,314 |
| | $ | 8,024,831 |
| | $ | 318,187 |
| | $ | 2,219,606 |
| | $ | 719,338 |
| | $ | 311,401 |
| | $ | 12,204,677 |
|
Special mention | 5,191 |
| | 100,220 |
| | 475 |
| | 19,361 |
| | 4,869 |
| | 1,905 |
| | 132,021 |
|
Substandard | 3,847 |
| | 146,071 |
| | 959 |
| | 21,322 |
| | 6,375 |
| | 1,526 |
| | 180,100 |
|
Doubtful | — |
| | 599 |
| | — |
| | 408 |
| | 169 |
| | — |
| | 1,176 |
|
Ungraded | — |
| | 2,827 |
| | 1,400 |
| | 108,261 |
| | 27 |
| | — |
| | 112,515 |
|
Total | $ | 620,352 |
| | $ | 8,274,548 |
| | $ | 321,021 |
| | $ | 2,368,958 |
| | $ | 730,778 |
| | $ | 314,832 |
| | $ | 12,630,489 |
|
|
| | | | | | | | | | | | | | | | | | | |
| March 31, 2016 |
| Non-PCI noncommercial loans and leases |
(Dollars in thousands) | Residential mortgage | | Revolving mortgage | | Construction and land development | | Consumer | | Total non-PCI noncommercial loans and leases |
Current | $ | 2,673,451 |
| | $ | 2,501,519 |
| | $ | 208,944 |
| | $ | 1,220,091 |
| | $ | 6,604,005 |
|
30-59 days past due | 24,701 |
| | 11,219 |
| | 3,121 |
| | 5,339 |
| | 44,380 |
|
60-89 days past due | 7,041 |
| | 2,396 |
| | 325 |
| | 1,722 |
| | 11,484 |
|
90 days or greater past due | 13,015 |
| | 6,768 |
| | 842 |
| | 1,393 |
| | 22,018 |
|
Total | $ | 2,718,208 |
| | $ | 2,521,902 |
| | $ | 213,232 |
| | $ | 1,228,545 |
| | $ | 6,681,887 |
|
| | | | | | | | | |
| December 31, 2015 |
| Non-PCI noncommercial loans and leases |
| Residential mortgage | | Revolving mortgage | | Construction and land development | | Consumer | | Total non-PCI noncommercial loans and leases |
Current | $ | 2,651,209 |
| | $ | 2,502,065 |
| | $ | 214,555 |
| | $ | 1,210,832 |
| | $ | 6,578,661 |
|
30-59 days past due | 23,960 |
| | 11,706 |
| | 3,211 |
| | 5,545 |
| | 44,422 |
|
60-89 days past due | 7,536 |
| | 3,704 |
| | 669 |
| | 1,822 |
| | 13,731 |
|
90 days or greater past due | 13,280 |
| | 5,631 |
| | 1,638 |
| | 1,622 |
| | 22,171 |
|
Total | $ | 2,695,985 |
| | $ | 2,523,106 |
| | $ | 220,073 |
| | $ | 1,219,821 |
| | $ | 6,658,985 |
|
PCI loans outstanding at March 31, 2016 and December 31, 2015 by credit quality indicator are provided below:
|
| | | | | | | | | | | | | | | | | | | | | | | |
| March 31, 2016 |
(Dollars in thousands) | PCI commercial loans |
Grade: | Construction and land development | | Commercial mortgage | | Other commercial real estate | | Commercial and industrial | | Other | | Total PCI commercial loans |
Pass | $ | 12,797 |
| | $ | 261,904 |
| | $ | 8,500 |
| | $ | 8,595 |
| | $ | 623 |
| | $ | 292,419 |
|
Special mention | 1,781 |
| | 87,801 |
| | 59 |
| | 548 |
| | — |
| | 90,189 |
|
Substandard | 14,056 |
| | 159,083 |
| | 9,081 |
| | 4,292 |
| | 1,237 |
| | 187,749 |
|
Doubtful | 4,165 |
| | 17,656 |
| | — |
| | 1,240 |
| | — |
| | 23,061 |
|
Ungraded | — |
| | 332 |
| | 410 |
| | 67 |
| | — |
| | 809 |
|
Total | $ | 32,799 |
| | $ | 526,776 |
| | $ | 18,050 |
| | $ | 14,742 |
| | $ | 1,860 |
| | $ | 594,227 |
|
| | | | | | | | | | | |
| December 31, 2015 |
| PCI commercial loans |
| Construction and land development | | Commercial mortgage | | Other commercial real estate | | Commercial and industrial | | Other | | Total PCI commercial loans |
Pass | $ | 14,710 |
| | $ | 262,579 |
| | $ | 7,366 |
| | $ | 9,302 |
| | $ | 706 |
| | $ | 294,663 |
|
Special mention | 758 |
| | 87,870 |
| | 60 |
| | 937 |
| | — |
| | 89,625 |
|
Substandard | 14,131 |
| | 163,801 |
| | 9,229 |
| | 4,588 |
| | 1,302 |
| | 193,051 |
|
Doubtful | 4,281 |
| | 10,875 |
| | — |
| | 282 |
| | — |
| | 15,438 |
|
Ungraded | — |
| | 343 |
| | 421 |
| | 73 |
| | — |
| | 837 |
|
Total | $ | 33,880 |
| | $ | 525,468 |
| | $ | 17,076 |
| | $ | 15,182 |
| | $ | 2,008 |
| | $ | 593,614 |
|
|
| | | | | | | | | | | | | | | |
| March 31, 2016 |
| PCI noncommercial loans |
(Dollars in thousands) | Residential mortgage | | Revolving mortgage | | Consumer | | Total PCI noncommercial loans |
Current | $ | 261,230 |
| | $ | 44,401 |
| | $ | 2,254 |
| | $ | 307,885 |
|
30-59 days past due | 10,307 |
| | 1,544 |
| | 123 |
| | 11,974 |
|
60-89 days past due | 3,191 |
| | 1,306 |
| | 45 |
| | 4,542 |
|
90 days or greater past due | 23,934 |
| | 3,323 |
| | 2 |
| | 27,259 |
|
Total | $ | 298,662 |
| | $ | 50,574 |
| | $ | 2,424 |
| | $ | 351,660 |
|
| | | | | | | |
| December 31, 2015 |
| PCI noncommercial loans |
| Residential mortgage | | Revolving mortgage | | Consumer | | Total PCI noncommercial loans |
Current | $ | 257,207 |
| | $ | 47,901 |
| | $ | 1,981 |
| | $ | 307,089 |
|
30-59 days past due | 12,318 |
| | 1,127 |
| | 86 |
| | 13,531 |
|
60-89 days past due | 4,441 |
| | 501 |
| | 132 |
| | 5,074 |
|
90 days or greater past due | 28,192 |
| | 2,942 |
| | 74 |
| | 31,208 |
|
Total | $ | 302,158 |
| | $ | 52,471 |
| | $ | 2,273 |
| | $ | 356,902 |
|
The aging of the outstanding non-PCI loans and leases, by class, at March 31, 2016 and December 31, 2015 is provided in the table below.
The calculation of days past due begins on the day after payment is due and includes all days through which all required interest or principal has not been paid. Loans and leases 30 days or less past due are considered current as various grace periods allow borrowers to make payments within a stated period after the due date and still remain in compliance with the loan agreement.
|
| | | | | | | | | | | | | | | | | | | | | | | |
| March 31, 2016 |
(Dollars in thousands) | 30-59 days past due | | 60-89 days past due | | 90 days or greater | | Total past due | | Current | | Total loans and leases |
Non-PCI loans and leases: | | | | | | | | | | | |
Construction and land development - commercial | $ | 1,039 |
| | $ | 9 |
| | $ | 312 |
| | $ | 1,360 |
| | $ | 624,951 |
| | $ | 626,311 |
|
Commercial mortgage | 14,243 |
| | 1,817 |
| | 17,637 |
| | 33,697 |
| | 8,319,934 |
| | 8,353,631 |
|
Other commercial real estate | 1,144 |
| | 248 |
| | 27 |
| | 1,419 |
| | 323,439 |
| | 324,858 |
|
Commercial and industrial | 7,874 |
| | 2,049 |
| | 1,194 |
| | 11,117 |
| | 2,378,829 |
| | 2,389,946 |
|
Lease financing | 712 |
| | 202 |
| | 44 |
| | 958 |
| | 750,334 |
| | 751,292 |
|
Residential mortgage | 24,701 |
| | 7,041 |
| | 13,015 |
| | 44,757 |
| | 2,673,451 |
| | 2,718,208 |
|
Revolving mortgage | 11,219 |
| | 2,396 |
| | 6,768 |
| | 20,383 |
| | 2,501,519 |
| | 2,521,902 |
|
Construction and land development - noncommercial | 3,121 |
| | 325 |
| | 842 |
| | 4,288 |
| | 208,944 |
| | 213,232 |
|
Consumer | 5,339 |
| | 1,722 |
| | 1,393 |
| | 8,454 |
| | 1,220,091 |
| | 1,228,545 |
|
Other | 107 |
| | — |
| | 333 |
| | 440 |
| | 343,437 |
| | 343,877 |
|
Total non-PCI loans and leases | $ | 69,499 |
| | $ | 15,809 |
| | $ | 41,565 |
| | $ | 126,873 |
| | $ | 19,344,929 |
| | $ | 19,471,802 |
|
| | | | | | | | | | | |
| December 31, 2015 |
| 30-59 days past due | | 60-89 days past due | | 90 days or greater | | Total past due | | Current | | Total loans and leases |
Non-PCI loans and leases: | | | | | | | | | | | |
Construction and land development - commercial | $ | 987 |
| | $ | 283 |
| | $ | 463 |
| | $ | 1,733 |
| | $ | 618,619 |
| | $ | 620,352 |
|
Commercial mortgage | 13,023 |
| | 3,446 |
| | 14,495 |
| | 30,964 |
| | 8,243,584 |
| | 8,274,548 |
|
Other commercial real estate | 884 |
| | — |
| | 142 |
| | 1,026 |
| | 319,995 |
| | 321,021 |
|
Commercial and industrial | 2,133 |
| | 1,079 |
| | 1,780 |
| | 4,992 |
| | 2,363,966 |
| | 2,368,958 |
|
Lease financing | 2,070 |
| | 2 |
| | 164 |
| | 2,236 |
| | 728,542 |
| | 730,778 |
|
Residential mortgage | 23,960 |
| | 7,536 |
| | 13,280 |
| | 44,776 |
| | 2,651,209 |
| | 2,695,985 |
|
Revolving mortgage | 11,706 |
| | 3,704 |
| | 5,631 |
| | 21,041 |
| | 2,502,065 |
| | 2,523,106 |
|
Construction and land development - noncommercial | 3,211 |
| | 669 |
| | 1,638 |
| | 5,518 |
| | 214,555 |
| | 220,073 |
|
Consumer | 5,545 |
| | 1,822 |
| | 1,622 |
| | 8,989 |
| | 1,210,832 |
| | 1,219,821 |
|
Other | 3 |
| | 164 |
| | 134 |
| | 301 |
| | 314,531 |
| | 314,832 |
|
Total non-PCI loans and leases | $ | 63,522 |
| | $ | 18,705 |
| | $ | 39,349 |
| | $ | 121,576 |
| | $ | 19,167,898 |
| | $ | 19,289,474 |
|
The recorded investment, by class, in loans and leases on nonaccrual status, and loans and leases greater than 90 days past due and still accruing at March 31, 2016 and December 31, 2015 for non-PCI loans and leases, were as follows:
|
| | | | | | | | | | | | | | | |
| March 31, 2016 | | December 31, 2015 |
(Dollars in thousands) | Nonaccrual loans and leases | | Loans and leases > 90 days and accruing | | Nonaccrual loans and leases | | Loans and leases > 90 days and accruing |
Non-PCI loans and leases: | | | | | | | |
Construction and land development - commercial | $ | 534 |
| | $ | 23 |
| | $ | 425 |
| | $ | 273 |
|
Commercial mortgage | 35,861 |
| | 2,671 |
| | 42,116 |
| | 242 |
|
Other commercial real estate | 134 |
| | — |
| | 239 |
| | — |
|
Commercial and industrial | 4,127 |
| | 680 |
| | 6,235 |
| | 953 |
|
Lease financing | 254 |
| | — |
| | 389 |
| | — |
|
Residential mortgage | 31,262 |
| | 561 |
| | 29,977 |
| | 838 |
|
Revolving mortgage | 14,159 |
| | — |
| | 12,704 |
| | — |
|
Construction and land development - noncommercial | 2,224 |
| | — |
| | 2,164 |
| | — |
|
Consumer | 1,632 |
| | 792 |
| | 1,472 |
| | 1,007 |
|
Other | 268 |
| | 155 |
| | 133 |
| | 2 |
|
Total non-PCI loans and leases | $ | 90,455 |
| | $ | 4,882 |
| | $ | 95,854 |
| | $ | 3,315 |
|
Purchased credit-impaired loans (PCI) loans
The following table relates to PCI loans acquired in the NMSB acquisition and summarizes the contractually required payments, which include principal and interest, expected cash flows to be collected, and the fair value of PCI loans and leases at the acquisition date.
|
| | | |
(Dollars in thousands) | |
Contractually required payments | $ | 51,098 |
|
Cash flows expected to be collected | $ | 41,592 |
|
Fair value of loans at acquisition | $ | 35,416 |
|
The recorded fair values of PCI loans acquired in the NMSB acquisition as of the acquisition date were as follows:
|
| | | |
(Dollars in thousands) | |
Commercial: | |
Construction and land development | $ | 139 |
|
Commercial mortgage | 25,237 |
|
Other commercial real estate | 1,479 |
|
Commercial and industrial | 1,520 |
|
Total commercial loans | 28,375 |
|
Noncommercial: | |
Residential mortgage | 6,128 |
|
Revolving mortgage | 234 |
|
Consumer | 679 |
|
Total noncommercial loans | 7,041 |
|
Total PCI loans and leases | $ | 35,416 |
|
The following table provides changes in the carrying value of all purchased credit-impaired loans during the three months ended March 31, 2016 and March 31, 2015:
|
| | | | | | | |
(Dollars in thousands) | 2016 | | 2015 |
Balance at January 1 | $ | 950,516 |
| | $ | 1,186,498 |
|
Fair value of acquired loans | 35,416 |
| | 154,496 |
|
Accretion | 21,398 |
| | 25,067 |
|
Payments received and other changes, net | (61,443 | ) | | (113,516 | ) |
Balance at March 31 | $ | 945,887 |
| | $ | 1,252,545 |
|
Unpaid principal balance at March 31 | $ | 1,665,896 |
| | $ | 2,092,936 |
|
The carrying value of loans on the cost recovery method was $1.1 million at March 31, 2016 and $5.3 million at December 31, 2015. The cost recovery method is applied to loans when the timing of future cash flows is not reasonably estimable due to
borrower nonperformance or uncertainty in the ultimate disposition of the asset. The recorded investment of PCI loans on nonaccrual status was $7.3 million and $7.6 million at March 31, 2016 and December 31, 2015, respectively.
For PCI loans, improved credit loss expectations generally result in the reclassification of nonaccretable difference to accretable yield. Changes in expected cash flows not related to credit improvements or deterioration do not affect the nonaccretable difference.
The following table documents changes to the amount of accretable yield for the first three months of 2016 and 2015.
|
| | | | | | | |
(Dollars in thousands) | 2016 | | 2015 |
Balance at January 1 | $ | 343,856 |
| | $ | 418,160 |
|
Additions from acquisitions | 6,176 |
| | 55,186 |
|
Accretion | (21,398 | ) | | (25,067 | ) |
Reclassifications from nonaccretable difference | 9,905 |
| | 1,294 |
|
Changes in expected cash flows that do not affect nonaccretable difference | 4,418 |
| | (27,287 | ) |
Balance at March 31 | $ | 342,957 |
| | $ | 422,286 |
|
NOTE E - ALLOWANCE FOR LOAN AND LEASE LOSSES (ALLL)
The following tables present the activity in the ALLL for non-PCI loan and lease losses by loan class for the three months ended March 31, 2016 and March 31, 2015:
|
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Three months ended March 31, 2016 |
(Dollars in thousands) | Construction and land development - commercial | | Commercial mortgage | | Other commercial real estate | | Commercial and industrial | | Lease financing | | Other | | Residential mortgage | | Revolving mortgage | | Construction and land development - non- commercial | | Consumer | | Total |
Non-PCI Loans | | | | | | | | | | | | | | | | | | | | | |
Allowance for loan and lease losses: | | | | | | | | | | | | | | | | | | | | | |
Balance at January 1 | $ | 16,288 |
| | $ | 69,896 |
| | $ | 2,168 |
| | $ | 43,116 |
| | $ | 5,524 |
| | $ | 1,855 |
| | $ | 14,105 |
| | $ | 15,971 |
| | $ | 1,485 |
| | $ | 19,496 |
| | $ | 189,904 |
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