8-K

CULLEN/FROST BANKERS, INC. (CFR)

8-K 2020-04-30 For: 2020-04-30
View Original
Added on April 05, 2026

United States

Securities and Exchange Commission

Washington, D.C. 20549

Form 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): April 30, 2020

Cullen/Frost Bankers, Inc.

(Exact name of registrant as specified in its charter)

Texas 001-13221 74-1751768
(State or other jurisdiction of incorporation or organization) (Commission File Number) (I.R.S. Employer Identification No.) 111 W. Houston Street, San Antonio, Texas 78205
--- --- --- ---
(Address of principal executive offices) (Zip code) (210) 220-4011
--- --- ---
(Registrant's telephone number, including area code) N/A
---
(Former name, former address and former fiscal year, if changed since last report

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

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

Title of each class Trading Symbol(s) Name of each exchange on<br><br>which registered
Common Stock, $.01 Par Value CFR New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

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.    ☐


Item 2.02    Results of Operations and Financial Condition

Attached as Exhibit 99.1 and incorporated into this item by reference is a press release issued by the Registrant on April 30, 2020 regarding its financial results for the quarter ended March 31, 2020. The information furnished by the Registrant pursuant to this item shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, or otherwise subject to the liability of that section, and shall not be deemed to be incorporated by reference into any filing under the Securities Act of 1933 or the Securities Exchange Act of 1934.

Item 9.01    Financial Statements and Exhibits

(d)   Exhibits:

99.1 Press Release dated April 30, 2020 with respect to the Registrant's financial results for the quarter ended March 31, 2020.
104 Cover Page Interactive Data File - The cover page XBRL tags are embedded within the inline XBRL document.
--- ---

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 hereunto duly authorized.

CULLEN/FROST BANKERS, INC.

By:    /s/ Jerry Salinas

Jerry Salinas

Group Executive Vice President

and Chief Financial Officer

Dated:    April 30, 2020


EXHIBIT INDEX

Exhibit Number Description
99.1 Press Release dated April 30, 2020 with respect to the Registrant's financial results for the quarter ended March 31, 2020.
104 Cover Page Interactive Data File - The cover page XBRL tags are embedded within the inline XBRL document.
		Exhibit

Exhibit 99.1

A.B. Mendez

Investor Relations

210.220.5234

or

Bill Day

Media Relations

210.220.5427

FOR IMMEDIATE RELEASE

April 30, 2020

CULLEN/FROST REPORTS FIRST QUARTER RESULTS

Board declares second quarter dividend on common stock

SAN ANTONIO -- Cullen/Frost Bankers, Inc. (NYSE:CFR) today reported first quarter 2020 results. Net income available to common shareholders for the first quarter of 2020 was $47.2 million, compared to $114.5 million in the first quarter of 2019. On a per-share basis, net income available to common shareholders for the first quarter of 2020 was $0.75 per diluted common share, compared to $1.79 per diluted common share reported a year earlier. Returns on average assets and average common equity were 0.57 percent and 4.88 percent, respectively, for the first quarter of 2020 compared to 1.48 percent and 14.08 percent, respectively, for the same period a year earlier.

For the first quarter of 2020, net interest income on a taxable-equivalent basis was $268.5 million, down 1.0 percent compared to the same quarter in 2019. Average loans for the first quarter of 2020 increased $790.0 million, or 5.6 percent, to $15.0 billion, from the $14.2 billion reported for the first quarter a year earlier. Average deposits for the quarter were $27.4 billion, up $1.3 billion, or 4.9 percent, compared to the $26.1 billion reported for last year's first quarter.


“Our first quarter showed accelerating growth in business volumes which can be seen in our increased loans and deposits," said Phil Green, Cullen/Frost Chairman and CEO. "We will continue to utilize our strong balance sheet and liquidity to meet our customers’ demand for new loans. We also continue to do our part helping our communities deal with the effects of the COVID-19 pandemic, including working hard to keep our employees and customers safe, donating $2 million to charitable organizations to help provide relief, and going above and beyond to supply 10,500 customers with $3 billion in PPP loans. I am extremely proud of our employees who have performed at heroic levels in difficult conditions to provide this help to businesses and families in our communities.”

Noted financial data for the first quarter of 2020 follows:

Adoption of the new Current Expected Credit Loss (CECL) standard on January 1, 2020 resulted in an after-tax reduction to retained earnings of $29.3 million. Excluding the impact of CECL adoption, we experienced a $134.3 million build in our allowance for credit losses on loans in the first quarter of 2020.
For the first quarter of 2020, credit loss expense related to loans was $172.9 million, compared to net charge-offs of $38.6 million. This compares with $8.4 million in credit loss expense and $12.7 million in net charge-offs for the fourth quarter of 2019, and $11.0 million in credit loss expense and $6.8 million in net charge-offs in the first quarter of 2019. Our credit loss expense related to loans was elevated in the first quarter as a result of COVID-19-related business closures and the challenges faced by our energy industry customers due to recent commodity price declines. Credit loss expense related to loans was also impacted by the adoption of CECL which utilizes an "expected loss" methodology as opposed to the incurred loss methodology under the prior accounting standard. The allowance for credit losses on loans as a percentage of total loans was 1.72 percent at March 31, 2020, compared to 0.90 percent at the end of the fourth quarter of 2019 and 0.95 percent at the end of the first quarter of 2019. Non-performing assets were $67.5 million at the end of the first quarter of 2020, compared to $109.5 million at the end of the fourth quarter of 2019 and $97.4 million at the end of the first quarter of 2019. Credit loss expense related to off-balance-sheet credit exposures was $2.3 million in the first quarter of 2020.
--- ---

2


The Common Equity Tier 1, Tier 1 and Total Risk-Based Capital Ratios at the end of the first quarter of 2020 were 12.02 percent, 12.02 percent and 13.97 percent, respectively, and continue to be in excess of well-capitalized levels and exceed Basel III minimum requirements.
Net interest income on a taxable-equivalent basis was $268.5 million, a decrease of 1.0 percent compared to the prior year period. Net interest margin was 3.56 percent for the first quarter of 2020, down 6 basis points compared to the fourth quarter of 2019 net interest margin of 3.62 percent. Net interest margin decreased 23 basis points compared to 3.79 percent in the year-ago period.
--- ---
Non-interest income for the first quarter of 2020 totaled $212.9 million, an increase of $116.1 million, from the $96.8 million reported for the first quarter of 2019. First quarter non-interest income was impacted by a $107 million gain from the sale of $500 million in 30 year Treasuries purchased in the fourth quarter of 2019 as a hedge against falling interest rates. Excluding the gain on sale of these securities, non interest income in the first quarter would have increased approximately 7.4 percent compared to the first quarter of 2019. Trust and investment management fees for the first quarter increased $2.8 million or 8.8 percent compared to the first quarter of 2019. The increase in trust and investment management fees was primarily the result of increases in estate fees (up $1.1 million), trust investment fees (up $749,000), real estate fees (up $641,000), and oil and gas fees (up $475,000). Other non-interest income increased $4.1 million compared to the first quarter of 2019. The primary driver of the increase in other non-interest income was a $6.0 million gain realized on the sale of certain non-hedge related, short-term put options on U.S. Treasury securities with an aggregate notional amount of $500 million. These increases were partly offset by a $1.9 million decrease in insurance commissions and fees. The decrease was related to commissions income (down $1.3 million) and contingent income (down $591,000). The decrease in commissions income was primarily related to decreases in benefit plan commissions, life insurance commissions and commissions on commercial lines property and casualty policies.
--- ---

3


Non-interest expense was $224.2 million for the quarter, up $22.4 million, or 11.1 percent, compared to the $201.8 million reported for the first quarter a year earlier. Total salaries and wages rose $6.3 million, or 6.9 percent, to $98.8 million, primarily due to an increase in the number of employees and normal annual merit and market increases. First quarter net occupancy expense increased by $6.1 million, or 31.7 percent, compared to the same period in 2019, primarily driven by our move starting in June of 2019 into our new corporate headquarters building in San Antonio and other leases related to existing facilities and to our expansion within the Houston market area. Other non-interest expense increased $5.2 million, or 12.5 percent, compared to the first quarter of 2019. The increase was composed of increases in professional services expense (up $1.5 million); donations expense (up $912,000); and advertising/promotions expense (up $548,000), among other things. Technology, furniture and equipment expense for the first quarter increased by $3.6 million, or 16.5 percent, from the first quarter of 2019. The increase was primarily related to increases in cloud services expense (up $1.5 million), software maintenance expense (up $1.2 million), and depreciation of furniture and equipment (up $995,000).
Net income available to common shareholders in the first quarter was reduced by $5.5 million of deferred issuance costs associated with $150 million of Series A cumulative preferred stock that we issued in 2013 and redeemed during the first quarter of 2020.
--- ---

The Cullen/Frost board declared a second-quarter cash dividend of $0.71 per common share, payable June 15, 2020 to shareholders of record on May 29 of this year.

Cullen/Frost Bankers, Inc. will host a conference call on Thursday, April 30, 2020, at 10 a.m. Central Time (CT) to discuss the results for the quarter. The media and other interested parties are invited to access the call in a “listen only” mode at 1-800-944-6430 or via webcast on our investor relations website linked below.

Playback of the conference call will be available after 2 p.m. CT on the day of the call until midnight Sunday, May 3, 2020 at 855-859-2056 with Conference ID # of 7379004. The call will also be available by webcast at the URL listed below after 2 p.m. CT on the day of the call.

Cullen/Frost investor relations website: www.frostbank.com/investor-relations/

4


Cullen/Frost Bankers, Inc. (NYSE: CFR) is a financial holding company, headquartered in San Antonio, with $34.1 billion in assets at March 31, 2020. Frost provides a wide range of banking, investments and insurance services to businesses and individuals across Texas in the Austin, Corpus Christi, Dallas, Fort Worth, Houston, Permian Basin, Rio Grande Valley and San Antonio regions. Founded in 1868, Frost has helped clients with their financial needs during three centuries. Additional information is available at www.frostbank.com.

5


Forward-Looking Statements and Factors that Could Affect Future Results

Certain statements contained in this Earnings Release that are not statements of historical fact constitute forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995 (the “Act”), including statements regarding the potential effects of the COVID-19 pandemic on our business, financial condition, liquidity and results of operations, notwithstanding that such statements are not specifically identified as such. In addition, certain statements may be contained in our future filings with the SEC, in press releases, and in oral and written statements made by us or with our approval that are not statements of historical fact and constitute forward-looking statements within the meaning of the Act. Examples of forward-looking statements include, but are not limited to: (i) projections of revenues, expenses, income or loss, earnings or loss per share, the payment or nonpayment of dividends, capital structure and other financial items; (ii) statements of plans, objectives and expectations of Cullen/Frost or its management or Board of Directors, including those relating to products, services or operations; (iii) statements of future economic performance; and (iv) statements of assumptions underlying such statements. Words such as “believes”, “anticipates”, “expects”, “intends”, “targeted”, “continue”, “remain”, “will”, “should”, “may” and other similar expressions are intended to identify forward-looking statements but are not the exclusive means of identifying such statements.

Forward-looking statements involve risks and uncertainties that may cause actual results to differ materially from those in such statements. Factors that could cause actual results to differ from those discussed in the forward-looking statements include, but are not limited to:

Local, regional, national and international economic conditions and the impact they may have on us and our customers and our assessment of that impact.
Volatility and disruption in national and international financial and commodity markets.
--- ---

Government intervention in the U.S. financial system.

Changes in the mix of loan geographies, sectors and types or the level of non-performing assets and charge-offs.
Changes in estimates of future reserve requirements based upon the periodic review thereof under relevant regulatory and accounting requirements.
--- ---
The effects of and changes in trade and monetary and fiscal policies and laws, including the interest rate policies of the Federal Reserve Board.
--- ---
Inflation, interest rate, securities market and monetary fluctuations.
--- ---
The effect of changes in laws and regulations (including laws and regulations concerning taxes, banking, securities and insurance) with which we and our subsidiaries must comply.
--- ---
The soundness of other financial institutions.
--- ---
Political instability.
--- ---
Impairment of our goodwill or other intangible assets.
--- ---
Acts of God or of war or terrorism.
--- ---
The timely development and acceptance of new products and services and perceived overall value of these products and services by users.
--- ---
Changes in consumer spending, borrowings and savings habits.
--- ---
Changes in the financial performance and/or condition of our borrowers.
--- ---
Technological changes.
--- ---
The cost and effects of failure, interruption, or breach of security of our systems.
--- ---
Acquisitions and integration of acquired businesses.
--- ---
Our ability to increase market share and control expenses.
--- ---
Our ability to attract and retain qualified employees.
--- ---
Changes in the competitive environment in our markets and among banking organizations and other financial service providers.
--- ---
The effect of changes in accounting policies and practices, as may be adopted by the regulatory agencies, as well as the Public Company Accounting Oversight Board, the Financial Accounting Standards Board and other accounting standard setters.
--- ---
Changes in the reliability of our vendors, internal control systems or information systems.
--- ---
Changes in our liquidity position.
--- ---
Changes in our organization, compensation and benefit plans.
--- ---
The impact of the COVID-19 pandemic and any other pandemic, epidemic or health-related crisis.
--- ---
The costs and effects of legal and regulatory developments, the resolution of legal proceedings or regulatory or other governmental inquiries, the results of regulatory examinations or reviews and the ability to obtain required regulatory approvals.
--- ---
Greater than expected costs or difficulties related to the integration of new products and lines of business.
--- ---
Our success at managing the risks involved in the foregoing items.
--- ---

Further, statements about the potential effects of the COVID-19 pandemic on our business, financial condition, liquidity and results of operations may constitute forward-looking statements and are subject to the risk that the actual effects may differ, possibly materially, from what is reflected in those forward-looking statements due to factors and future developments that are uncertain, unpredictable and in many cases beyond our control, including the scope and duration of the pandemic, actions taken by governmental authorities in response to the pandemic, and the direct and indirect impact of the pandemic on our customers, clients, third parties and us.

Forward-looking statements speak only as of the date on which such statements are made. We do not undertake any obligation to update any forward-looking statement to reflect events or circumstances after the date on which such statement is made, or to reflect the occurrence of unanticipated events.

6


Cullen/Frost Bankers, Inc.
CONSOLIDATED FINANCIAL SUMMARY (UNAUDITED)
(In thousands, except per share amounts)
2020 2019
1st Qtr 4th Qtr 3rd Qtr 2nd Qtr 1st Qtr
CONDENSED INCOME STATEMENTS
Net interest income $ 244,521 $ 251,098 $ 253,007 $ 253,431 $ 246,469
Net interest income ^(1)^ 268,453 275,038 276,618 277,751 271,179
Credit loss expense ^(2)^ 175,197 8,355 8,001 6,400 11,003
Non-interest income:
Trust and investment management fees 34,473 32,928 31,649 30,448 31,697
Service charges on deposit accounts 22,651 23,454 22,941 21,798 20,790
Insurance commissions and fees 16,485 12,138 11,683 10,118 18,406
Interchange and debit card transaction fees 3,255 3,608 4,117 3,868 3,280
Other charges, commissions and fees 9,365 9,020 10,108 8,933 9,062
Net gain (loss) on securities transactions 108,989 28 96 169
Other 17,697 14,079 8,630 7,304 13,550
Total non-interest income 212,915 95,255 89,224 82,638 96,785
Non-interest expense:
Salaries and wages 98,812 97,951 93,812 90,790 92,476
Employee benefits 24,889 21,651 21,002 20,051 23,526
Net occupancy 25,384 24,864 24,202 21,133 19,267
Technology, furniture and equipment 25,240 25,759 22,415 22,157 21,664
Deposit insurance 2,624 2,374 2,491 2,453 2,808
Intangible amortization 257 264 274 305 325
Other 46,957 47,943 44,668 46,320 41,734
Total non-interest expense 224,163 220,806 208,864 203,209 201,800
Income before income taxes 58,076 117,192 125,366 126,460 130,451
Income taxes 3,323 13,511 13,530 14,874 13,955
Net income 54,753 103,681 111,836 111,586 116,496
Preferred stock dividends 2,016 2,016 2,016 2,015 2,016
Redemption of preferred stock 5,514
Net income available to common shareholders $ 47,223 $ 101,665 $ 109,820 $ 109,571 $ 114,480
PER COMMON SHARE DATA
Earnings per common share - basic $ 0.75 $ 1.61 $ 1.74 $ 1.73 $ 1.80
Earnings per common share - diluted 0.75 1.60 1.73 1.72 1.79
Cash dividends per common share 0.71 0.71 0.71 0.71 0.67
Book value per common share at end of quarter 61.17 60.11 59.76 57.39 54.64
OUTSTANDING COMMON SHARES
Period-end common shares 62,553 62,669 62,537 62,638 63,081
Weighted-average common shares - basic 62,643 62,609 62,566 62,789 63,009
Dilutive effect of stock compensation 407 625 593 765 819
Weighted-average common shares - diluted 63,050 63,234 63,159 63,554 63,828
SELECTED ANNUALIZED RATIOS
Return on average assets 0.57 % 1.21 % 1.35 % 1.40 % 1.48 %
Return on average common equity 4.88 10.74 11.83 12.60 14.08
Net interest income to average earning assets 3.56 3.62 3.76 3.85 3.79
(1) Taxable-equivalent basis assuming a 21% tax rate.<br><br>(2) Provision for loan losses prior to first quarter of 2020.

7


Cullen/Frost Bankers, Inc.
CONSOLIDATED FINANCIAL SUMMARY (UNAUDITED)
2019
4th Qtr 3rd Qtr 2nd Qtr 1st Qtr
BALANCE SHEET SUMMARY
( in millions)
Average Balance:
Loans 14,995 $ 14,705 $ 14,471 $ 14,375 $ 14,205
Earning assets 30,621 29,693 29,114 28,954
Total assets 33,314 32,248 31,491 31,356
Non-interest-bearing demand deposits 10,772 10,316 10,148 10,193
Interest-bearing deposits 16,414 16,036 15,845 15,919
Total deposits 27,186 26,352 25,993 26,112
Shareholders' equity 3,900 3,828 3,632 3,441
Period-End Balance:
Loans $ 14,750 $ 14,635 $ 14,459 14,406
Earning assets 31,281 30,358 29,216 29,281
Goodwill and intangible assets 657 658 658 658
Total assets 34,027 33,098 31,817 31,663
Total deposits 27,640 27,084 25,985 26,295
Shareholders' equity 3,912 3,881 3,739 3,592
Adjusted shareholders' equity (1) 3,644 3,576 3,520 3,498
ASSET QUALITY
( in thousands)
Allowance for credit losses on loans: 263,881 $ 132,167 $ 136,559 $ 134,929 $ 136,350
As a percentage of period-end loans % 0.90 % 0.93 % 0.93 % 0.95 %
Net charge-offs: 38,646 $ 12,747 $ 6,371 $ 7,821 $ 6,785
Annualized as a percentage of average loans % 0.34 % 0.17 % 0.22 % 0.19 %
Non-performing assets:
Non-accrual loans 66,727 $ 102,303 $ 97,446 $ 71,521 $ 92,162
Restructured loans 6,098 6,160 3,973 4,028
Foreclosed assets 1,084 1,427 907 1,175
Total 67,533 $ 109,485 $ 105,033 $ 76,401 $ 97,365
As a percentage of:
Total loans and foreclosed assets % 0.74 % 0.72 % 0.53 % 0.68 %
Total assets 0.32 0.32 0.24 0.31
CONSOLIDATED CAPITAL RATIOS
Common Equity Tier 1 Risk-Based Capital Ratio % 12.36 % 12.35 % 12.29 % 12.34 %
Tier 1 Risk-Based Capital Ratio 12.99 12.99 12.94 13.00
Total Risk-Based Capital Ratio 14.57 14.63 14.60 14.68
Leverage Ratio 9.28 9.36 9.40 9.35
Equity to Assets Ratio (period-end) 11.50 11.73 11.75 11.34
Equity to Assets Ratio (average) 11.71 11.87 11.53 10.97
(1) Shareholders' equity excluding accumulated other comprehensive income (loss).

All values are in US Dollars.

8


Cullen/Frost Bankers, Inc.
TAXABLE-EQUIVALENT YIELD/COST AND AVERAGE BALANCES (UNAUDITED)
2019
4th Qtr 3rd Qtr 2nd Qtr 1st Qtr
TAXABLE-EQUIVALENT YIELD/COST (1)
Earning Assets:
Interest-bearing deposits % 1.64 % 2.19 % 2.64 % 2.50 %
Federal funds sold and resell agreements 1.71 2.21 2.48 2.58
Securities 3.37 3.43 3.42 3.37
Loans, net of unearned discounts 4.88 5.16 5.34 5.33
Total earning assets 3.98 4.21 4.33 4.27
Interest-Bearing Liabilities:
Interest-bearing deposits:
Savings and interest checking 0.04 0.07 0.08 0.09
Money market deposit accounts 0.66 0.93 1.03 1.09
Time accounts 1.72 1.74 1.66 1.43
Public funds 1.05 1.34 1.51 1.39
Total interest-bearing deposits 0.49 0.63 0.68 0.69
Total deposits 0.29 0.39 0.41 0.42
Federal funds purchased and repurchase agreements 1.21 1.53 1.69 1.72
Junior subordinated deferrable interest debentures 3.83 4.18 4.34 4.40
Subordinated notes payable and other notes 4.71 4.71 4.71 4.72
Total interest-bearing liabilities 0.59 0.75 0.80 0.81
Net interest spread 3.39 3.46 3.53 3.46
Net interest income to total average earning assets 3.62 3.76 3.85 3.79
AVERAGE BALANCES
( in millions)
Assets:
Interest-bearing deposits 2,586 $ 2,000 $ 1,566 $ 1,171 $ 1,729
Federal funds sold and resell agreements 275 212 246 250
Securities 13,641 13,444 13,322 12,770
Loans, net of unearned discount 14,705 14,471 14,375 14,205
Total earning assets 30,804 $ 30,621 $ 29,693 $ 29,114 $ 28,954
Liabilities:
Interest-bearing deposits:
Savings and interest checking 7,030 $ 6,850 $ 6,712 $ 6,774 $ 6,774
Money market deposit accounts 7,905 7,763 7,588 7,696
Time accounts 1,069 1,023 970 895
Public funds 590 538 513 554
Total interest-bearing deposits 16,414 16,036 15,845 15,919
Total deposits 27,186 26,352 25,993 26,112
Federal funds purchased and repurchase agreements 1,418 1,291 1,242 1,180
Junior subordinated deferrable interest debentures 136 136 136 136
Subordinated notes payable and other notes 99 99 99 99
Total interest-bearing funds 18,149 $ 18,067 $ 17,562 $ 17,322 $ 17,334
(1) Taxable-equivalent basis assuming a 21% tax rate.

All values are in US Dollars.

9