8-K
First Citizens Bancshares Inc /De/ (FCNCA)
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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): January 28, 2020
_________________________________________________________________
First Citizens BancShares Inc /DE/
(Exact name of registrant as specified in its charter)
| Delaware | 001-16715 | 56-1528994 | |
|---|---|---|---|
| (State or other jurisdiction<br><br>of incorporation) | (Commission File Number) | (IRS Employer Identification No.) | |
| 4300 Six Forks Road | Raleigh | North Carolina | 27609 |
| --- | --- | --- | --- |
| (Address of principal executive offices) | (Zip Code) |
Registrant’s telephone number, including area code: (919) 716-7000
________________________________________________________________________________
(Former name or former address, 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 Securities Exchange Act of 1934:
| Title of each class | Trading Symbol | Name of each exchange on which registered |
|---|---|---|
| Class A Common Stock, Par Value $1 | FCNCA | Nasdaq Global Select Market |
Indicate by check mark whether the registrant is an emerging growth company 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.
Item 5.05. Amendments to the Registrant’s Code of Ethics, or Waiver of a Provision of the Code of Ethics
On January 28, 2020, the Board of Directors (the “Board”) of First Citizens BancShares, Inc. (“First Citizens”) completed its annual review of the First Citizens BancShares, Inc. Financial Officers Code of Ethics (the “Code”), which applies to First Citizens’ Chief Executive Officer, First Citizens’ Chief Financial Officer, and certain other financial officers within First Citizens and/or its subsidiaries (such officers, the “Financial Officers”). In connection with its review, the Board approved amendments to the Code to, among other things, clarify and enhance (i) the responsibilities of Financial Officers under the Code with respect to public disclosures, (ii) First Citizens’ policy against retaliation with respect to disclosures of violations of the Code, (iii) the potential disciplinary actions for violations of the Code and procedures with respect to the application of such actions, and (iv) requirements with respect to waivers of the Code.
The foregoing description of the amendments to the Code is qualified in its entirety by reference to the full text of the Code attached as Exhibit 14.1, which is incorporated herein by reference.
Item 7.01. Regulation FD Disclosure.
On January 28, 2020, Registrant announced its results of operations for the year ended December 31, 2019. A copy of Registrant’s press release issued this date is attached as Exhibit 99.1 to this Report and is incorporated by reference into this Report.
Item 9.01. Financial Statements and Exhibits
(d) Exhibits. The following exhibit accompanies this report.
| Exhibit No. | Description |
|---|---|
| 14.1 | Financial Officers Code of Ethics |
| 99.1 | January 28, 2020 Press Release |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
Disclosures About Forward Looking Statements
This Current Report on Form 8-K (this “Report”) may contain forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, including Section 21E of the Securities Exchange Act of 1934, as amended, and Section 27A of the Securities Act of 1933, as amended. For the purposes of these discussions, any statements that are not statements of historical fact may be deemed to be forward-looking statements. Such statements are often characterized by the use of qualifying words such as “expects,” “anticipates,” “believes,” “estimates,” “plans,” “projects,” or other statements concerning opinions or judgments of BancShares and its management about future events. Such statements involve known and unknown risks, uncertainties and other factors that may cause actual results or events to differ materially from those described in the statements. The accuracy of such forward-looking statements could be affected by factors beyond the Registrant’s control, including, but not limited to, the financial success or changing conditions or strategies of the Registrant’s customers or vendors, fluctuations in interest rates, actions of government regulators, the availability of capital and personnel, the delay in closing (or failure to close) one or more of our previously announced acquisition transaction(s), the failure to realize the anticipated benefits of our previously announced acquisition transaction(s), or general competitive, economic, political, and market conditions. These forward-looking statements are made only as of the date of this Report, and the Registrant undertakes no obligation to revise or update these statements following the date of this Report, except as may be required by law.
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| First Citizens BancShares, Inc. | ||
|---|---|---|
| (Registrant) | ||
| Date: | January 28, 2020 | By: /s/ Craig L. Nix |
| Craig L. Nix | ||
| Chief Financial Officer |
Exhibit
First Citizens BancShares, Inc.
Financial Officers Code of Ethics
As approved by the Board of Directors on
January 28, 2020
Scope
As used in this Code, (i) the term “BancShares” refers to First Citizens BancShares, Inc.; (ii) the term “Company” refers collectively to BancShares and its subsidiaries; and (iii) the term “Financial Officers” refers collectively to BancShares’ Chief Executive Officer, BancShares’ Chief Financial Officer, BancShares’ Principal Accounting Officer or Controller, persons performing similar functions, and certain other senior financial officers within BancShares and/or its subsidiaries who have primary responsibility for the Company’s financial reporting and accounting functions.
For Financial Officers who are Company employees, this Code supplements the Financial Officers’ obligations under BancShares’ Code of Ethics. For Financial Officers who are both Company employees and Directors of BancShares, this Code supplements the Financial Officers’ obligations under both BancShares’ Code of Ethics and BancShares’ Directors Code of Ethics.
Responsibilities of Financial Officers
Along with all other employees of the Company, Financial Officers are expected to adhere to all standards of conduct adopted by the Company from time to time. However, unlike the Company’s other associates, Financial Officers have added responsibilities as a result of their primary roles in (i) maintaining the Company’s financial books and records, (ii) establishing and maintaining the Company’s disclosure controls and procedures, (iii) establishing and maintaining appropriate internal control over financial reporting, and (iv) preparing and reviewing the Company’s financial reports and other public disclosures. The Company has an obligation to provide full, fair, accurate, timely, and understandable reporting to its shareholders, its regulators, and the investing public. In fulfilling their duties and responsibilities in general, and in addition to their other obligations, Financial Officers shall strive to ensure that:
| • | The Company’s financial books and records are appropriately maintained and that they accurately reflect the Company’s financial position, results of operations, and cash flows; |
|---|---|
| • | The Company establishes, maintains, and periodically evaluates appropriate disclosure controls and procedures to ensure proper internal control over financial reporting; and, |
| --- | --- |
| • | The Company makes full, fair, accurate, timely, and understandable disclosures in reports and documents that the Company files with the Securities and Exchange Commission (“SEC”) and its banking regulators and in public communications. |
| --- | --- |
In carrying out these obligations, Financial Officers must:
| • | Exercise honesty, integrity, and ethical behavior in gathering, compiling and reporting financial data and in discharging their duties in general; |
|---|---|
| • | Endeavor to ensure that the Company complies with all applicable governmental laws, rules, and regulations, including those relating to its accounting records, financial reports, and public disclosures; |
| --- | --- |
| • | Ethically resolve all actual or apparent conflicts of interest, and must act in good faith, with due care and diligence, and not allow their independent judgment to be inappropriately influenced; |
| --- | --- |
| • | Participate in periodic evaluations of the Company’s disclosure controls and procedures to ensure proper internal control over financial reporting, and promptly report to the Audit Committee of BancShares’ Board of Directors any observed or perceived significant deficiencies or material weaknesses in the Company’s internal control over financial reporting that are reasonably likely to affect adversely the Company’s ability to record, process, summarize and report financial information; |
| --- | --- |
| • | Promptly report to the Audit Committee any fraud, whether or not material, that involves management or other employees who have a significant role in the Company’s internal control over financial reporting; |
|---|---|
| • | Review all financial reports, filings and communications within their respective areas of responsibility for compliance with both the letter and principles of applicable requirements of law and regulations and of this Code; |
| --- | --- |
| • | Not directly or indirectly exert any pressure on, or coerce, mislead or manipulate, the Company’s independent auditors or the Board of Directors for the purpose of inappropriately influencing the Company’s financial statements, disclosures, or reporting; and |
| --- | --- |
| • | Promptly report to the Audit Committee any observed or perceived violation of this Code, any inaccurate financial reporting or public communications, or any questionable accounting or financial practices. |
| --- | --- |
Financial Officers will be held accountable for compliance with this Code. Failure to follow its terms and directives may result in disciplinary action, up to and including termination and, if the Financial Officer is a director, a request that the Financial Officer resign from the Board of Directors. Any determination regarding whether a Financial Officer has violated this Code will be based upon the facts and circumstances of the particular situation. If a Financial Officer is accused of violating this Code, he or she will be given an opportunity to present his or her version of the events at issue prior to any determination of appropriate discipline.
The Company prohibits any retaliation or negative action against any Financial Officer for reporting misconduct by others, where the report is made in good faith. Submitting reports that the Financial Officer knows to be false or to lack any basis is improper conduct, not in good faith, and is not protected by this anti-retaliation policy.
Any waiver of this Code must be approved by the Board of Directors in writing and must be promptly disclosed if required by an applicable law or rule. The Board and the Company’s shareholders expect full compliance with the provisions of and principles within this Code and, accordingly, the Board is not likely to grant waivers to the Code’s directives.
Any questions regarding this Code or its application should be addressed to the officer’s supervisor or, in the alternative, to the Chairman of the Audit Committee. Reports to the Audit Committee may be made through the Committee Chairman or to any member of the Committee. Violations of this Code may also constitute violations of law, and could result in criminal and/or civil penalties against the Financial Officer and the Company.
Commitment
I acknowledge that I have received and read this Financial Officers Code of Ethics. I understand (i) my obligations under it, and (ii) that this Code supplements the Associates Code of Ethics and, if applicable to me, the Directors Code of Ethics. I agree to comply with this Code in my role as a Financial Officer of BancShares and/or its subsidiaries.
Date: ________________, 20____ ___________________________________________
Print or Type: __________________________________
Exhibit
 |
NEWS RELEASE | |
|---|---|---|
| For Immediate Release | Contact: | Barbara Thompson |
| January 28, 2020 | First Citizens BancShares | |
| 919.716.2716 |
FIRST CITIZENS BANCSHARES REPORTS EARNINGS FOR FOURTH QUARTER 2019
RALEIGH, N.C. -- First Citizens BancShares Inc. (BancShares) (Nasdaq: FCNCA) reported strong earnings for the year ended 2019, benefiting from balance sheet growth leading to strong net interest income, according to Frank B. Holding, Jr., Chairman of the Board. Key results for the quarter and year ended December 31, 2019, are presented below:
| FOURTH QUARTER RESULTS | ||||||||||
|---|---|---|---|---|---|---|---|---|---|---|
| Q4 2019 | Q4 2018 | Q4 2019 | Q4 2018 | Q4 2019 | Q4 2018 | Q4 2019 | Q4 2018 | |||
| Net income (in millions) | Net income per share | Return on average assets | Return on average equity | |||||||
| $101.9 | $89.5 | $9.55 | $7.62 | 1.05% | 1.00% | 11.32% | 10.17% | |||
| YEAR-TO-DATE (YTD) RESULTS | ||||||||||
| YTD 2019 | YTD 2018 | YTD 2019 | YTD 2018 | YTD 2019 | YTD 2018 | YTD 2019 | YTD 2018 | |||
| Net income (in millions) | Net income per share | Return on average assets | Return on average equity | |||||||
| $457.4 | $400.3 | $41.05 | $33.53 | 1.23% | 1.15% | 12.88% | 11.69% | FOURTH QUARTER HIGHLIGHTS | ||
| --- | --- | |||||||||
| Net income | Net income for the fourth quarter of 2019 totaled $101.9 million, an increase of $12.4 million, or 13.9% compared to the same quarter in 2018. Net income per share increased $1.93, or 25.3%, to $9.55 in the fourth quarter of 2019, from $7.62 per share during the same quarter in 2018. Year-to-date net income was $457.4 million, an increase of $57.1 million, or 14.3% over 2018. | |||||||||
| Return on average assets and equity | Return on average assets for the fourth quarter of 2019 was 1.05%, up 5 basis points from the same quarter in 2018. Return on average equity for the fourth quarter of 2019 was 11.32%, an improvement of 115 basis points over the same period of 2018. | |||||||||
| Net interest income and net interest margin | BancShares reported total net interest income of $327.1 million for the fourth quarter of 2019, an increase of $6.2 million, or 1.9% compared to the same quarter in 2018. The taxable-equivalent net interest margin (NIM) was 3.62% for the fourth quarter of 2019, down 20 basis points from 3.82% during the same quarter in 2018. Year-to-date net interest income was $1.31 billion, an increase of $102.5 million or 8.5% over 2018. Year-to-date NIM was 3.77%, up 8 basis points from 2018. | |||||||||
| Operating performance | Noninterest income totaled $104.4 million for the fourth quarter of 2019, compared to $82.0 million for the same quarter of 2018, an increase of $22.4 million or 27.3%. Noninterest expense was $292.3 million for the fourth quarter of 2019, compared to $275.4 million during the same quarter of 2018, an increase of $16.9 million or 6.1%. | |||||||||
| Loans and credit quality | Total loans grew to $28.88 billion, an increase of $3.36 billion, or 13.2% since December 31, 2018. Excluding loan growth from acquisitions of $2.00 billion during 2019, loans grew $1.36 billion or 5.3%. The net charge-off ratio was 0.14% for the fourth quarter of 2019, up from 0.11% for the same quarter in 2018. | |||||||||
| Deposits | Total deposits grew to $34.43 billion, an increase of $3.76 billion, or 12.3% since December 31, 2018. Excluding deposit growth from acquisitions of $2.27 billion during 2019, deposits grew $1.49 billion or 4.8%. | |||||||||
| Capital | BancShares repurchased 254,510 shares of its Class A common stock during the fourth quarter of 2019 totaling approximately $125.0 million. At December 31, 2019, BancShares remained well capitalized with a total risk-based capital ratio of 12.1%, a Tier 1 risk-based capital ratio and common equity Tier 1 ratio of 10.9%, and a leverage ratio of 8.8%. |
RECENT MERGER ACTIVITY
On December 31, 2019, BancShares’ bank subsidiary First Citizens Bank & Trust Company (First Citizens Bank) completed the merger of Franklin, North Carolina-based Entegra Financial Corp. and its Bank subsidiary, Entegra Bank (Entegra). Under the terms of the agreement, cash consideration of $30.18 for each share of common stock was paid to the shareholders of Entegra totaling approximately $222.8 million. First Citizens Bank acquired $1.68 billion in assets, $1.03 billion in loans and $1.33 billion in deposits. This impact includes approximately $110 million in loans and $180 million in deposits to be divested per regulatory requirements during 2020.
On September 24, 2019, First Citizens Bank entered into a definitive merger agreement for the acquisition of Duluth, Georgia-based Community Financial and its bank subsidiary, Gwinnett Community Bank. The agreement has been unanimously approved by the boards of directors of both companies. Under the terms of the agreement, cash consideration of $2.3 million will be paid to the shareholders of Community Financial. The transaction is anticipated to close during the first quarter of 2020, subject to the satisfaction of customary closing conditions. As of September 30, 2019, Community Financial reported $223 million in assets, $145 million in loans and $211 million in deposits.
NET INTEREST INCOME
Net interest income for the fourth quarter of 2019 totaled $327.1 million, an increase of $6.2 million, or 1.9%, compared to the fourth quarter of 2018. The taxable-equivalent NIM was 3.62% during the fourth quarter of 2019, a decrease of 20 basis points from 3.82% for the comparable quarter in the prior year. Net interest income growth was largely due to an increase in interest earned on loans of $20.3 million due primarily to loan volume, partially offset by a $13.4 million increase in interest expense on deposits. The primary drivers of the margin decline were a 25 basis point increase in deposit rates, largely in time deposits and money markets, and a 6 basis point decline in loan yields.
Net interest income for the twelve months ended December 31, 2019, totaled $1.31 billion, an increase of $102.5 million, or 8.5%, compared to the same period of 2018. The taxable-equivalent NIM was 3.77% for the twelve months ended December 31, 2019, an increase of 8 basis points from 3.69% in 2018. The primary driver of the growth was an increase in interest income on loans, partially offset by higher interest expense on deposits. Interest and fees on loans grew $144.1 million due to a rise in average loan balances and a 19 basis point increase in the loan yield. This growth was partially offset by a $53.8 million increase in interest expense on deposits due to a 27 basis point increase in deposit rates, largely due to time deposits and money markets, coupled with interest-bearing deposit balance growth.
PROVISION FOR LOAN AND LEASE LOSSES
BancShares recorded net provision expense of $7.7 million and $31.4 million for the three and twelve month periods ended December 31, 2019, respectively, as compared to $11.6 million and $28.5 million, respectively, for the same periods in 2018. The fluctuations in provision expense are primarily due to differences in loan growth, portfolio composition and portfolio credit quality. The net charge-off ratio was 0.14% and 0.11%, respectively, for the three and twelve month periods ended December 31, 2019, compared to 0.11% for both the three and twelve month periods ended December 31, 2018.
NONINTEREST INCOME
Noninterest income for the fourth quarter of 2019 totaled $104.4 million, an increase of $22.4 million, or 27.3% compared to the fourth quarter of 2018. Noninterest income, excluding gains on extinguishment of debt, realized gains on available for sale securities sales and fair value adjustments on marketable equity securities, was $97.0 million for three months ended December 31, 2019, compared to $98.5 million for the same period in 2018. The decrease was primarily driven by a decrease in cardholder services income of $3.1 million, partially offset by an increase in mortgage income of $1.6 million.
Noninterest income for the twelve months of 2019 totaled $415.9 million, an increase of $15.7 million, or 3.9%, compared to 2018. Noninterest income, excluding gains on extinguishment of debt, realized gains on available for sale securities sales and fair value adjustments on marketable equity securities, totaled $388.1 million for the year ended December 31, 2019, compared to $380.8 million for the same period in 2018. This increase was driven primarily by a $4.7 million increase in mortgage income, coupled with a $3.6 million increase in cardholder services.
NONINTEREST EXPENSE
Noninterest expense totaled $292.3 million for the fourth quarter of 2019, a $16.9 million, or 6.1% increase compared to the same period in 2018. The increase was largely driven by a $11.4 million increase in personnel-related expenses primarily due to increased salaries and wages as a result of merit increases and personnel additions from acquisitions and a $5.1 million increase in merger-related expenses. Partially offsetting these increases were a $1.9 million decrease in collection and foreclosure-related expenses and a $1.7 million decrease in consulting expenses.
Noninterest expense totaled $1.10 billion for the twelve months of 2019, a $26.8 million, or 2.5% increase compared to 2018. The increase was largely driven by a $25.7 million increase in personnel-related expenses largely due to increased salaries and wages as a result of merit increases and increased headcount from acquisitions, a $9.4 million increase in equipment expenses and a $10.7 million increase in merger-related expenses due to recent acquisition activity. Partially offsetting these increases were a $8.2 million reduction in FDIC insurance expense as the large bank surcharge was eliminated in the fourth quarter of 2018, a $4.6 million decrease in collection and foreclosure-related expenses and a $4.1 million decline in other expenses primarily driven by reduced legal fees.
INCOME TAXES
Income tax expense totaled $29.7 million and $26.5 million for the fourth quarter of 2019 and 2018, respectively, representing effective tax rates of 22.5% and 22.8% for the respective periods.
Income tax expense totaled $134.7 million and $103.3 million for the twelve months of 2019 and 2018, respectively, representing effective tax rates of 22.7% and 20.5% for the respective twelve month periods. The effective tax rate increase in 2019 was primarily due to the 2018 recognition of a tax benefit resulting from the Tax Act.
LOANS AND DEPOSITS
At December 31, 2019, loans totaled $28.88 billion, an increase of $3.36 billion since December 31, 2018. Of this growth, $2.00 billion was related to acquisitions, which included $1.03 billion from the acquisition of Entegra in the fourth quarter of 2019. Excluding acquired loans, total loans increased $1.36 billion since December 31, 2018, or by 5.3%.
At December 31, 2019, deposits totaled $34.43 billion, an increase of $3.76 billion since December 31, 2018. Of this growth, $2.27 billion was related to acquisitions, which included $1.33 billion from the acquisition of Entegra in the fourth quarter of 2019. Excluding acquired deposits, total deposits increased $1.49 billion since December 31, 2018, or by 4.8%.
ALLOWANCE FOR LOAN AND LEASE LOSSES
The allowance for loan and lease losses was $225.1 million at December 31, 2019, compared to $223.7 million at December 31, 2018. The allowance as a percentage of total loans was 0.78% at December 31, 2019, compared to 0.88% at December 31, 2018.
NONPERFORMING ASSETS
BancShares’ nonperforming assets, including nonaccrual loans and other real estate owned, were $168.3 million, or 0.58% of total loans and other real estate owned at December 31, 2019, compared to $133.9 million or 0.52% at December 31, 2018.
SHARES REPURCHASED
During the fourth quarter of 2019, BancShares repurchased 254,510 shares of Class A common stock for $125.0 million at an average cost per share of $490.96. During the twelve months of 2019, BancShares repurchased a total of 998,910 shares of Class A common stock for $450.8 million at an average cost per share of $451.33. During the three months ended December 31, 2018, BancShares repurchased a total of 257,000 shares of Class A common stock for $107.2 million at an average cost per share of $417.27. During the twelve months ended December 31, 2018, BancShares repurchased a total of 382,000 shares of Class A common stock for $165.3 million at an average cost per share of $432.78. All Class A common stock repurchases completed in 2019 and 2018 were consummated under previously approved authorizations.
On October 29, 2019, the Board authorized share repurchases of up to 500,000 of BancShares' Class A common stock for the period November 1, 2019, through January 31, 2020. This authority will supersede all previously approved authorities. Of this authority, Bancshares has repurchased 108,410 shares as of December 31, 2019.
ABOUT FIRST CITIZENS BANCSHARES
BancShares is the financial holding company for Raleigh, North Carolina-headquartered First Citizens Bank. First Citizens Bank provides a broad range of financial services to individuals, businesses, professionals and the medical community through branch offices in 19 states, including digital banking, mobile banking, ATMs and telephone banking. As of December 31, 2019, BancShares had total assets of $39.82 billion.
For more information, visit First Citizens’ website at firstcitizens.com. First Citizens Bank. Forever First^®^.
DISCLOSURES ABOUT FORWARD LOOKING STATEMENTS
The discussions included in this Press Release may contain forward-looking statements within the meaning of the Private Securities Litigation Act of 1995, including Section 21E of the Securities Exchange Act of 1934 and Section 27A of the Securities Act of 1933. For the purposes of these discussions, any statements that are not statements of historical fact may be deemed to be forward-looking statements. Such statements are often characterized by the use of qualifying words such as “expects,” “anticipates,” “believes,” “estimates,” “plans,” “projects,” or other statements concerning opinions or judgments of the Registrant and its management about future events. Such statements involve known and unknown risks, uncertainties and other factors that may cause actual results to differ materially from those described in the statements. The accuracy of such forward-looking statements could be affected by factors beyond the Registrant’s control, including, but not limited to, the financial success or changing conditions or strategies of the Registrant’s customers or vendors, fluctuations in interest rates, actions of government regulators, the availability of capital and personnel, the delay in closing (or failure to close) one or more of our previously announced acquisition transaction(s), the failure to realize the anticipated benefits of our previously announced acquisition transaction(s), or general competitive, economic, political, and market conditions. These forward-looking statements are made only as of the date of this Press Release, and the Registrant undertakes no obligation to revise or update these statements following the date of this Press Release, except as may be required by law.
| CONSOLIDATED FINANCIAL HIGHLIGHTS | (Dollars in thousands, except share data; unaudited) | For the three months ended | Twelve months ended December 31 | |||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| December 31, 2019 | September 30, 2019 | December 31, 2018 | 2019 | 2018 | ||||||||||||
| SUMMARY OF OPERATIONS | ||||||||||||||||
| Interest income | $ | 354,048 | $ | 362,318 | $ | 333,573 | $ | 1,404,011 | $ | 1,245,757 | ||||||
| Interest expense | 26,924 | 25,893 | 12,691 | 92,642 | 36,857 | |||||||||||
| Net interest income | 327,124 | 336,425 | 320,882 | 1,311,369 | 1,208,900 | |||||||||||
| Provision for loan and lease losses | 7,727 | 6,766 | 11,585 | 31,441 | 28,468 | |||||||||||
| Net interest income after provision for loan and lease losses | 319,397 | 329,659 | 309,297 | 1,279,928 | 1,180,432 | |||||||||||
| Noninterest income | 104,393 | 100,930 | 82,007 | 415,861 | 400,149 | |||||||||||
| Noninterest expense | 292,262 | 270,425 | 275,378 | 1,103,741 | 1,076,971 | |||||||||||
| Income before income taxes | 131,528 | 160,164 | 115,926 | 592,048 | 503,610 | |||||||||||
| Income taxes | 29,654 | 35,385 | 26,453 | 134,677 | 103,297 | |||||||||||
| Net income | $ | 101,874 | $ | 124,779 | $ | 89,473 | $ | 457,371 | $ | 400,313 | ||||||
| Taxable-equivalent net interest income | $ | 328,045 | $ | 337,322 | $ | 321,804 | $ | 1,314,940 | $ | 1,212,280 | ||||||
| PER SHARE DATA | ||||||||||||||||
| Net income per share | $ | 9.55 | $ | 11.27 | $ | 7.62 | $ | 41.05 | $ | 33.53 | ||||||
| Cash dividends per share | 0.40 | 0.40 | 0.40 | 1.60 | 1.45 | |||||||||||
| Book value at period-end | 337.38 | 327.86 | 300.04 | 337.38 | 300.04 | |||||||||||
| CONDENSED BALANCE SHEET | ||||||||||||||||
| Cash and due from banks | $ | 376,719 | $ | 288,933 | $ | 327,440 | $ | 376,719 | $ | 327,440 | ||||||
| Overnight investments | 1,107,844 | 949,899 | 797,406 | 1,107,844 | 797,406 | |||||||||||
| Investment securities | 7,173,003 | 7,167,680 | 6,834,362 | 7,173,003 | 6,834,362 | |||||||||||
| Loans and leases | 28,881,496 | 27,196,511 | 25,523,276 | 28,881,496 | 25,523,276 | |||||||||||
| Less allowance for loan and lease losses | (225,141 | ) | (226,825 | ) | (223,712 | ) | (225,141 | ) | (223,712 | ) | ||||||
| Other assets | 2,510,575 | 2,372,126 | 2,149,857 | 2,510,575 | 2,149,857 | |||||||||||
| Total assets | $ | 39,824,496 | $ | 37,748,324 | $ | 35,408,629 | $ | 39,824,496 | $ | 35,408,629 | ||||||
| Deposits | $ | 34,431,236 | $ | 32,743,277 | $ | 30,672,460 | $ | 34,431,236 | $ | 30,672,460 | ||||||
| Other liabilities | 1,807,076 | 1,436,565 | 1,247,215 | 1,807,076 | 1,247,215 | |||||||||||
| Shareholders’ equity | 3,586,184 | 3,568,482 | 3,488,954 | 3,586,184 | 3,488,954 | |||||||||||
| Total liabilities and shareholders’ equity | $ | 39,824,496 | $ | 37,748,324 | $ | 35,408,629 | $ | 39,824,496 | $ | 35,408,629 | ||||||
| SELECTED PERIOD AVERAGE BALANCES | ||||||||||||||||
| Total assets | $ | 38,326,641 | $ | 37,618,836 | $ | 35,625,500 | $ | 37,161,719 | $ | 34,879,912 | ||||||
| Investment securities | 7,120,023 | 6,956,981 | 7,025,889 | 6,919,069 | 7,074,929 | |||||||||||
| Loans and leases | 27,508,062 | 26,977,476 | 25,343,813 | 26,656,048 | 24,483,719 | |||||||||||
| Interest-earning assets | 36,032,680 | 35,293,979 | 33,500,732 | 34,866,734 | 32,847,661 | |||||||||||
| Deposits | 33,295,141 | 32,647,264 | 30,835,157 | 32,218,536 | 30,165,249 | |||||||||||
| Interest-bearing liabilities | 20,958,943 | 20,551,393 | 19,282,749 | 20,394,815 | 18,995,727 | |||||||||||
| Shareholders’ equity | $ | 3,570,872 | $ | 3,580,235 | $ | 3,491,914 | $ | 3,551,781 | $ | 3,422,941 | ||||||
| Shares outstanding | 10,708,084 | 11,060,462 | 11,763,832 | 11,141,069 | 11,938,439 | |||||||||||
| SELECTED RATIOS | ||||||||||||||||
| Annualized return on average assets | 1.05 | % | 1.32 | % | 1.00 | % | 1.23 | % | 1.15 | % | ||||||
| Annualized return on average equity | 11.32 | 13.83 | 10.17 | 12.88 | 11.69 | |||||||||||
| Taxable-equivalent net interest margin | 3.62 | 3.80 | 3.82 | 3.77 | 3.69 | |||||||||||
| Efficiency ratio ^(1)^ | 68.9 | 61.9 | 65.7 | 64.9 | 67.7 | |||||||||||
| Tier 1 risk-based capital ratio | 10.9 | 11.8 | 12.7 | 10.9 | 12.7 | |||||||||||
| Common equity Tier 1 ratio | 10.9 | 11.8 | 12.7 | 10.9 | 12.7 | |||||||||||
| Total risk-based capital ratio | 12.1 | 13.1 | 14.0 | 12.1 | 14.0 | |||||||||||
| Leverage capital ratio | 8.8 | 9.2 | 9.8 | 8.8 | 9.8 | |||||||||||
| ^(1)^The efficiency ratio is a non-GAAP financial measure which measures productivity and is generally calculated as noninterest expense divided by total revenue (net interest income and noninterest income). The efficiency ratio removes the impact of BancShares’ securities gains, one-time gains on extinguishment of debt, and fair market value adjustment on marketable equity securities from the calculation. Management uses this ratio to monitor performance and believes this measure provides meaningful information to investors. |
ALLOWANCE FOR LOAN AND LEASE LOSSES AND ASSET QUALITY DISCLOSURES
| Three months ended | Twelve months ended December 31 | ||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| (Dollars in thousands, unaudited) | December 31, 2019 | September 30, 2019 | December 31, 2018 | 2019 | 2018 | ||||||||||
| ALLOWANCE FOR LOAN AND LEASE LOSSES (ALLL) | |||||||||||||||
| ALLL at beginning of period | $ | 226,825 | $ | 226,583 | $ | 219,197 | $ | 223,712 | $ | 221,893 | |||||
| Provision (credit) expense for loan and lease losses: | |||||||||||||||
| PCI loans ^(1)^ | 669 | (1,476 | ) | (1,765 | ) | (1,608 | ) | (765 | ) | ||||||
| Non-PCI loans ^(1)^ | 7,058 | 8,242 | 13,350 | 33,049 | 29,232 | ||||||||||
| Net charge-offs of loans and leases: | |||||||||||||||
| Charge-offs | (12,624 | ) | (9,647 | ) | (10,816 | ) | (43,027 | ) | (39,671 | ) | |||||
| Recoveries | 3,213 | 3,123 | 3,746 | 13,015 | 13,023 | ||||||||||
| Net charge-offs of loans and leases | (9,411 | ) | (6,524 | ) | (7,070 | ) | (30,012 | ) | (26,648 | ) | |||||
| ALLL at end of period | $ | 225,141 | $ | 226,825 | $ | 223,712 | $ | 225,141 | $ | 223,712 | |||||
| ALLL at end of period allocated to loans and leases: | |||||||||||||||
| PCI | $ | 7,536 | $ | 6,867 | $ | 9,144 | $ | 7,536 | $ | 9,144 | |||||
| Non-PCI | 217,605 | 219,958 | 214,568 | 30,012 | 214,568 | ||||||||||
| ALLL at end of period | $ | 225,141 | $ | 226,825 | $ | 223,712 | $ | 225,141 | $ | 223,712 | |||||
| Reserve for unfunded commitments | $ | 1,055 | $ | 1,097 | $ | 1,107 | $ | 1,055 | $ | 1,107 | |||||
| SELECTED LOAN DATA | |||||||||||||||
| Average loans and leases: | |||||||||||||||
| PCI | $ | 495,783 | $ | 530,390 | $ | 616,664 | $ | 537,131 | $ | 671,128 | |||||
| Non-PCI | 26,937,524 | 26,379,156 | 24,727,149 | 26,058,370 | 23,812,591 | ||||||||||
| Loans and leases at period-end: | |||||||||||||||
| PCI | 558,716 | 513,589 | 606,576 | 558,716 | 606,576 | ||||||||||
| Non-PCI | 28,322,780 | 26,682,922 | 24,916,700 | 28,322,780 | 24,916,700 | ||||||||||
| RISK ELEMENTS | |||||||||||||||
| Nonaccrual loans and leases | $ | 121,689 | $ | 109,645 | $ | 85,822 | $ | 121,689 | $ | 85,822 | |||||
| Other real estate | 46,591 | 46,253 | 48,030 | 46,591 | 48,030 | ||||||||||
| Total nonperforming assets | $ | 168,280 | $ | 155,898 | $ | 133,852 | $ | 168,280 | $ | 133,852 | |||||
| Accruing loans and leases 90 days or more past due | $ | 27,548 | $ | 27,534 | $ | 39,908 | $ | 27,548 | $ | 39,908 | |||||
| RATIOS | |||||||||||||||
| Net charge-offs (annualized) to average loans and leases | 0.14 | 0.10 | 0.11 | 0.11 | 0.11 | ||||||||||
| ALLL to total loans and leases: | |||||||||||||||
| PCI | 1.35 | 1.34 | 1.51 | 1.35 | 1.51 | ||||||||||
| Non-PCI | 0.77 | 0.82 | 0.86 | 0.77 | 0.86 | ||||||||||
| Total | 0.78 | 0.83 | 0.88 | 0.78 | 0.88 | ||||||||||
| Ratio of total nonperforming assets to total loans, leases and other real estate owned | 0.58 | 0.57 | 0.52 | 0.58 | 0.52 |
^(1)^ Loans and leases are evaluated at acquisition and where a discount is noted at least in part due to credit quality, the loans are accounted for under the guidance in ASC Topic 310-30, Loans and Debt Securities Acquired with Deteriorated Credit Quality. Loans for which it is probable at acquisition that all required payments will not be collected in accordance with the contractual terms are considered purchased credit-impaired (PCI) loans. 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. Non-PCI loans include originated and purchased non-impaired loans.
AVERAGE BALANCE AND NET INTEREST MARGIN SUMMARY
| Three months ended | ||||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| December 31, 2019 | September 30, 2019 | December 31, 2018 | ||||||||||||||||
| Average | Yield/ | Average | Yield/ | Average | Yield/ | |||||||||||||
| (Dollars in thousands, unaudited) | Balance | Interest | Rate ^(2)^ | Balance | Interest | Rate ^(2)^ | Balance | Interest | Rate ^(2)^ | |||||||||
| INTEREST-EARNING ASSETS | ||||||||||||||||||
| Loans and leases ^(1)^ | $ | 27,508,062 | $ | 308,832 | 4.46 | % | $ | 26,977,476 | $ | 315,621 | 4.65 | % | $ | 25,343,813 | $ | 288,484 | 4.52 | % |
| Investment securities: | ||||||||||||||||||
| U. S. Treasury | 595,515 | 3,706 | 2.47 | 834,577 | 5,262 | 2.50 | 1,454,889 | 7,261 | 1.98 | |||||||||
| Government agency | 659,857 | 4,224 | 2.56 | 628,322 | 4,742 | 3.02 | 192,830 | 1,288 | 2.67 | |||||||||
| Mortgage-backed securities | 5,563,653 | 29,964 | 2.15 | 5,195,711 | 27,891 | 2.15 | 5,136,489 | 29,261 | 2.28 | |||||||||
| Corporate bonds | 172,424 | 2,165 | 5.02 | 149,888 | 1,912 | 5.10 | 135,962 | 1,810 | 5.32 | |||||||||
| Other investments | 128,574 | 653 | 2.02 | 148,483 | 636 | 1.70 | 105,719 | 326 | 1.22 | |||||||||
| Total investment securities | 7,120,023 | 40,712 | 2.29 | 6,956,981 | 40,443 | 2.32 | 7,025,889 | 39,946 | 2.27 | |||||||||
| Overnight investments | 1,404,595 | 5,425 | 1.53 | 1,359,522 | 7,151 | 2.09 | 1,131,030 | 6,065 | 2.13 | |||||||||
| Total interest-earning assets | $ | 36,032,680 | $ | 354,969 | 3.92 | % | $ | 35,293,979 | $ | 363,215 | 4.09 | % | $ | 33,500,732 | $ | 334,495 | 3.97 | % |
| INTEREST-BEARING LIABILITIES | ||||||||||||||||||
| Interest-bearing deposits: | ||||||||||||||||||
| Checking with interest | $ | 5,479,226 | $ | 563 | 0.04 | % | $ | 5,328,855 | $ | 500 | 0.04 | % | $ | 5,254,677 | $ | 332 | 0.03 | % |
| Savings | 2,596,608 | 439 | 0.07 | 2,636,583 | 528 | 0.08 | 2,511,444 | 213 | 0.03 | |||||||||
| Money market accounts | 8,378,366 | 8,064 | 0.38 | 8,121,643 | 7,619 | 0.37 | 7,971,726 | 4,335 | 0.22 | |||||||||
| Time deposits | 3,513,432 | 13,367 | 1.51 | 3,523,658 | 13,090 | 1.47 | 2,599,498 | 4,179 | 0.64 | |||||||||
| Total interest-bearing deposits | 19,967,632 | 22,433 | 0.45 | 19,610,739 | 21,737 | 0.44 | 18,337,345 | 9,059 | 0.20 | |||||||||
| Securities sold under customer repurchase agreements | 495,804 | 479 | 0.38 | 533,371 | 542 | 0.40 | 572,442 | 419 | 0.29 | |||||||||
| Other short-term borrowings | 28,284 | 190 | 2.63 | 23,236 | 203 | 3.50 | 53,552 | 298 | 2.21 | |||||||||
| Long-term borrowings | 467,223 | 3,822 | 3.20 | 384,047 | 3,411 | 3.51 | 319,410 | 2,915 | 3.58 | |||||||||
| Total interest-bearing liabilities | $ | 20,958,943 | $ | 26,924 | 0.51 | $ | 20,551,393 | $ | 25,893 | 0.50 | $ | 19,282,749 | $ | 12,691 | 0.26 | |||
| Interest rate spread | 3.41 | % | 3.59 | % | 3.71 | % | ||||||||||||
| Net interest income and net yield on interest-earning assets | $ | 328,045 | 3.62 | % | $ | 337,322 | 3.80 | % | $ | 321,804 | 3.82 | % |
^(1)^ Loans and leases include PCI and non-PCI loans, nonaccrual loans and loans held for sale.
^(2)^Yields related to loans, leases and securities exempt from both federal and state income taxes, federal income taxes only, or state income taxes only are stated on a taxable-equivalent basis assuming statutory federal income tax rates of 21.0%, as well as state income tax rates of 3.4% for all periods presented. The taxable-equivalent adjustment was $921, $897 and $922 for the three months ended December 31, 2019, September 30, 2019 and December 31, 2018, respectively.