Attached files
| file | filename |
|---|---|
| 8-K - FORM 8-K - Atlantic Union Bankshares Corp | v375672_8k.htm |
| EX-99.2 - EXHIBIT 99.2 - Atlantic Union Bankshares Corp | v375672_ex99-2.htm |
Exhibit 99.1
| Contact: | Robert M. Gorman - (804) 523-7828 |
| Executive Vice President / Chief Financial Officer |
UNION FIRST MARKET BANKSHARES REPORTS FIRST QUARTER RESULTS
Richmond, Va., April 22, 2014 - Union First Market Bankshares Corporation (the “Company” or “Union”) (NASDAQ: UBSH) today reported net income of $7.8 million and earnings per share of $0.17 for its first quarter ended March 31, 2014. Excluding after-tax acquisition-related expenses of $9.0 million, operating earnings(1) for the quarter were $16.8 million and operating earnings per share(1) was $0.36. The quarterly results represent an increase of $8.1 million, or 92.2%, in operating earnings from the prior quarter. Operating earnings per share of $0.36 for the current quarter increased $0.01, or 2.9%, from the most recent quarter. These first quarter financial results include the full quarter financial results of StellarOne Corporation (“StellarOne”), which the Company acquired on January 1, 2014.
“Our first quarter operating results demonstrate the significant earnings capacity we envisioned the combination of Union and StellarOne would produce as the largest community banking institution headquartered in Virginia,” said G. William Beale, president and chief executive officer of Union First Market Bankshares, “Our merger integration work continues to go well and we are on track for systems conversions and branch consolidations to occur in the second quarter. Our teammates have been working tirelessly to ensure a smooth integration for our customers, and I want to thank them for their commitment during this transition period. I am more excited than ever about the future of Union and our ability to continue to deliver a best-in-class customer experience, offer superior financial services and solutions, provide a rewarding experience for our teammates and generate top-tier financial performance for our shareholders.”
Select highlights for the first quarter include:
| · | Operating earnings(1) for the community bank segment, which excludes after-tax acquisition-related expenses of $9.0 million, were $18.2 million, or $0.39 per share. |
| · | The mortgage segment reported a net loss of $1.4 million, or $0.03 per share. |
| · | Operating Return on Average Tangible Common Equity(1) (“ROTCE”) was 10.33% for the quarter ended March 31, 2014 compared to operating ROTCE(1) of 9.43% for the fourth quarter of 2013. The operating ROTCE(1) of the community bank segment was 11.44%. |
| · | Operating Return on Average Assets(1) (“ROA”) was 0.94% for the quarter ended March 31, 2014 compared to operating ROA(1) of 0.85% for the fourth quarter of 2013. The operating ROA(1) of the community bank segment was 1.02%. |
| · | Operating efficiency ratio(1) declined to 68.4% for the current quarter from 71.6% in the prior quarter. The operating efficiency ratio for the community bank segment was 64.6%. |
| · | On January 31, 2014, the Company’s Board of Directors authorized a share repurchase program to purchase up to $65.0 million worth of the Company’s common stock on the open market or in privately negotiated transactions. The repurchase program is authorized through December 31, 2015. As of April 17, 2014, approximately 822,000 common shares had been repurchased and approximately $44.3 million remained available under the repurchase program. |
(1)For a reconciliation of the non-GAAP measures operating earnings, ROA, ROE, ROTCE, EPS, and efficiency ratio, see “Alternative Performance Measures (non-GAAP)” section of the Key Financial Results.
NET INTEREST INCOME
Tax-equivalent net interest income was $65.7 million, an increase of $25.7 million from the fourth quarter of 2013, a result of a $2.7 billion increase in average interest-earning assets and a $2.2 billion increase in average interest-bearing liabilities from the full quarter impact of the StellarOne acquisition. The first quarter tax-equivalent net interest margin decreased by 13 bps to 4.14% compared to 4.27% in the previous quarter. Core tax-equivalent net interest margin (which excludes the 15 bps impact of acquisition accounting accretion) decreased by 25 basis points from 4.24% in the previous quarter to 3.99%. The decrease in the core tax-equivalent net interest margin was principally due to a decrease in earning asset yields (-26 bps), outpacing the decline in cost of funds (+1 bps). The declines in net interest margin and earning asset yields are primarily driven by the impact of the StellarOne acquisition in the current quarter.
The Company continues to believe that net interest margin will decline modestly over the next several quarters as decreases in earning asset yields are projected to outpace declines in interest-bearing liabilities rates.
The Company’s fully taxable equivalent net interest margin includes the impact of acquisition accounting fair value adjustments. The first quarter 2014 and remaining estimated discount/premium and net accretion impact are reflected in the following table (dollars in thousands):
| Loan Accretion | Certificates of Deposit | Borrowings | Total | |||||||||||||
| For the quarter ended March 31, 2014 | $ | (546 | ) | $ | 2,921 | $ | 75 | $ | 2,450 | |||||||
| For the remaining nine months of 2014 | (260 | ) | 5,994 | 226 | 5,960 | |||||||||||
| For the years ending: | ||||||||||||||||
| 2015 | 1,737 | 1,843 | 175 | 3,755 | ||||||||||||
| 2016 | 2,661 | - | 271 | 2,932 | ||||||||||||
| 2017 | 3,067 | - | 170 | 3,237 | ||||||||||||
| 2018 | 2,742 | - | (143 | ) | 2,599 | |||||||||||
| 2019 | 2,205 | - | (286 | ) | 1,919 | |||||||||||
| Thereafter | 13,521 | - | (5,923 | ) | 7,598 | |||||||||||
ASSET QUALITY/LOAN LOSS PROVISION
Overview
During the first quarter, the Company had a net loan recovery and reduced levels of provision when compared to the prior quarter and the same quarter of the prior year. There were declines in several asset quality ratios, including nonperforming assets to total loans, accruing loans past due 90 days or more to total loans, allowance to total loans, and allowance to total loans, adjusted for acquisition accounting, while the coverage ratio of allowance to nonaccrual loans remained high. Levels of nonaccrual loans and other real estate owned (“OREO”) remained stable with only slight increases due to the acquisition of StellarOne. The magnitude of any change in the real estate market and its impact on the Company is still largely dependent upon continued recovery of residential housing and commercial real estate and the pace at which the local economies in the Company’s operating markets improve. All metrics discussed below exclude loans acquired with deteriorated credit quality (“PCI”) aggregating $130.3 million (net of fair value mark).
Nonperforming Assets (“NPAs”)
At March 31, 2014, nonperforming assets totaled $52.5 million, a decline of $6.4 million, or 10.8%, from a year ago and an increase of $3.4 million, or 6.9%, from December 31, 2013. In addition, NPAs as a percentage of total outstanding loans declined 98 basis points from 1.98% a year earlier and decreased 62 basis points from 1.62% last quarter to 1.00% in the current quarter. The following table shows a summary of asset quality balances at the quarter ended (dollars in thousands):
| March 31, | December 31, | September 30, | June 30, | March 31, | ||||||||||||||||
| 2014 | 2013 | 2013 | 2013 | 2013 | ||||||||||||||||
| Nonaccrual loans, excluding PCI loans | $ | 17,034 | $ | 15,035 | $ | 19,941 | $ | 27,022 | $ | 23,033 | ||||||||||
| Foreclosed properties | 35,487 | 34,116 | 35,576 | 35,020 | 35,100 | |||||||||||||||
| Real estate investment | - | - | 133 | 133 | 778 | |||||||||||||||
| Total nonperforming assets | $ | 52,521 | $ | 49,151 | $ | 55,650 | $ | 62,175 | $ | 58,911 | ||||||||||
The following table shows the activity in nonaccrual loans for the quarter ended (dollars in thousands):
| March 31, | December 31, | September 30, | June 30, | March 31, | ||||||||||||||||
| 2014 | 2013 | 2013 | 2013 | 2013 | ||||||||||||||||
| Beginning Balance | $ | 15,035 | $ | 19,941 | $ | 27,022 | $ | 23,033 | $ | 26,206 | ||||||||||
| Net customer payments | (959 | ) | (1,908 | ) | (5,574 | ) | (3,196 | ) | (1,715 | ) | ||||||||||
| Additions | 3,674 | 3,077 | 3,020 | 7,934 | 2,694 | |||||||||||||||
| Charge-offs | (152 | ) | (4,336 | ) | (1,669 | ) | (476 | ) | (2,262 | ) | ||||||||||
| Loans returning to accruing status | - | (1,018 | ) | (1,068 | ) | - | (632 | ) | ||||||||||||
| Transfers to OREO | (564 | ) | (721 | ) | (1,790 | ) | (273 | ) | (1,258 | ) | ||||||||||
| Ending Balance | $ | 17,034 | $ | 15,035 | $ | 19,941 | $ | 27,022 | $ | 23,033 | ||||||||||
Of the $3.7 million in additions to nonaccrual loans in the current quarter, $2.7 million related to the acquisition of Stellar One.
The following table shows the activity in OREO for the quarter ended (dollars in thousands):
| March 31, | December 31, | September 30, | June 30, | March 31, | ||||||||||||||||
| 2014 | 2013 | 2013 | 2013 | 2013 | ||||||||||||||||
| Beginning Balance | $ | 34,116 | $ | 35,709 | $ | 35,153 | $ | 35,878 | $ | 32,834 | ||||||||||
| Additions | 5,404 | 1,326 | 2,841 | 1,768 | 3,607 | |||||||||||||||
| Capitalized Improvements | - | 101 | 266 | 164 | 30 | |||||||||||||||
| Valuation Adjustments | (256 | ) | (300 | ) | (491 | ) | - | - | ||||||||||||
| Proceeds from sales | (3,800 | ) | (2,483 | ) | (1,773 | ) | (2,436 | ) | (877 | ) | ||||||||||
| Gains (losses) from sales | 23 | (237 | ) | (287 | ) | (221 | ) | 284 | ||||||||||||
| Ending Balance | $ | 35,487 | $ | 34,116 | $ | 35,709 | $ | 35,153 | $ | 35,878 | ||||||||||
Of the $5.4 million in additions to OREO in the current quarter, $4.3 million related to the acquisition of StellarOne.
Past Due Loans
At March 31, 2014, loans past due 90 days or more and accruing interest totaled $7.2 million, or 0.14%, of total loans, compared to $6.2 million, or 0.21%, a year ago and $6.7 million, or 0.22%, at December 31, 2013.
Charge-offs
For the quarter ended March 31, 2014, net loan recoveries were $772,000, or (0.06%), on an annualized basis, compared to net charge-offs of $2.6 million, or 0.35%, for the same quarter last year and $4.9 million, or 0.65%, for the fourth quarter of 2013. The net recovery in the current quarter largely relates to one recovery of $1.2 million on a commercial loan previously charged off.
Provision
The provision for loan losses for the current quarter was $0, a decrease of $2.1 million from the same quarter a year ago and a decrease of $1.2 million from the previous quarter. The decrease in provision for loan losses in the current quarter compared to the prior periods is driven by improving asset quality, the impact of lower historical loss factors, and the current quarter’s net loan recovery.
Allowance for Loan Losses
The allowance for loan losses (“ALL”) increased $772,000 from December 31, 2013 to $30.9 million at March 31, 2014. The ALL as a percentage of the total loan portfolio, adjusted for purchase accounting (non-GAAP), was 1.07% at March 31, 2014, a decrease from 1.32% at March 31, 2013 and 1.10% from the prior quarter. The allowance for loan losses as a percentage of the total loan portfolio was 0.59% at March 31, 2014, 1.16% at March 31, 2013, and 0.99% at December 31, 2013. The decrease in the allowance-related ratios was primarily attributable to improving credit quality metrics and the acquisition of StellarOne. In acquisition accounting, there is no carryover of previously established allowance for loan losses.
The nonaccrual loan coverage ratio was 181.4% at March 31, 2014, compared to 149.4% from the same quarter last year and 200.4% at December 31, 2013. The current level of the allowance for loan losses reflects specific reserves related to nonperforming loans, current risk ratings on loans, net charge-off activity, loan growth, delinquency trends, and other credit risk factors that the Company considers important in assessing the adequacy of the allowance for loan losses.
NONINTEREST INCOME
Noninterest income increased $5.8 million, or 69.5%, to $14.2 million from $8.4 million in the prior quarter. The significant majority of this increase is in customer related noninterest income (services charges on deposit accounts, debit card interchange income, and income from wealth management services) and is due to the acquisition of StellarOne that occurred on January 1, 2014. Gains on sales of mortgage loans, net of commissions, increased $978,000, or 74.1%, from the prior quarter primarily related to increased margins, lower indemnifications charges, and the inclusion of StellarOne’s mortgage unit results in the current quarter, partially offset by declines in mortgage loan originations. Mortgage loan originations decreased by $7.1 million, or 4.6%, in the current quarter to $149.1 million from $156.2 million in the fourth quarter of 2013. Originations from Union’s legacy mortgage segment declined $40.3 million, or 25.8%, from the prior quarter which was partially offset by the addition of StellarOne’s mortgage operation. Of the loan originations in the current quarter, 30.4% were refinances, which was consistent with the prior quarter.
NONINTEREST EXPENSE
Noninterest expense increased $32.4 million, or 91.5%, to $67.8 million from $35.4 million when compared to the prior quarter. Excluding acquisition-related costs, which were $13.2 million and $739,000 in the current and previous quarters, respectively, noninterest expense increased $20.0 million, or 57.7%, compared to the prior quarter. The increase in noninterest expense during the first quarter of 2014 is primarily related to the acquisition of StellarOne. The Company’s operating efficiency ratio declined to 68.4% from 71.6% in the prior quarter.
BALANCE SHEET
At March 31, 2014, total assets were $7.3 billion, an increase of $3.1 billion from December 31, 2013 reflecting the impact of the StellarOne acquisition.
On January 1, 2014 the Company acquired StellarOne. Below is a summary of the transaction and related impact on the Company’s balance sheet:
| · | The fair value of assets acquired equaled $2.959 billion and the fair value of liabilities assumed equaled $2.647 billion. |
| · | Total goodwill arising from the transaction equaled $237.5 million. |
| · | Gross loans acquired equaled $2.283 billion with a fair value of $2.239 billion. |
| · | Total deposits acquired equaled $2.469 billion with a fair value of $2.480 billion. |
At March 31, 2014 loans net of unearned income were $5.3 billion, an increase of $2.3 billion from December 31, 2013. On a proforma basis, including StellarOne loan balances, period end loans balances were flat when compared to December 31, 2013 while average loans grew approximately $41.7 million, or 3.2% (annualized), to $5.3 billion since January 1, 2014. At March 31, 2014, total deposits were $5.7 billion, an increase of $2.4 billion from December 31, 2013. On a proforma basis, including StellarOne deposit balances, average deposits declined $54.5 million, or 3.8% (annualized) to $5.6 billion since January 1, 2014. The decline in average deposits was driven by a decline in average time deposits partially offset by an increase in average money market balances.
The Company’s capital ratios continued to be considered “well capitalized” for regulatory purposes. The Company’s estimated ratios of total capital to risk-weighted assets and Tier 1 capital to risk-weighted assets as of March 31, 2014 were 13.69% and 13.02%, respectively. As of December 31, 2013, the Company’s ratio of total capital to risk-weighted assets and Tier 1 capital to risk-weighted assets were 14.17% and 13.05%, respectively. The Company’s common equity to asset ratios at March 31, 2014 and December 31, 2013 were 13.47% and 10.49%, respectively, while its tangible common equity to tangible assets ratio was 9.29% and 8.94% at March 31, 2014 and December 31, 2013, respectively.
COMMUNITY BANK SEGMENT INFORMATION
The community bank segment reported net income of $9.2 million for first quarter, and includes the full-quarter impact of the StellarOne acquisition. Excluding after-tax acquisition-related expenses of $9.0 million, operating earnings increased $7.6 million from the prior quarter to $18.2 million. As previously discussed, the provision for loan losses declined $1.2 million from the prior quarter due to continued improvements in asset quality and a large recovery of a loan that was previously charged-off. Net interest income was $63.5 million, an increase of $25.2 million from the fourth quarter of 2013. The increase in net interest income was driven by the StellarOne acquisition.
Noninterest income increased $4.8 million from $7.2 million in the prior quarter to $12.1 million. The significant majority of this increase is in customer related noninterest income (services charges on deposit accounts, debit card interchange income, and income from wealth management services) and is due to the previously discussed acquisition of StellarOne. Noninterest expense increased $32.2 million from $31.0 million to $63.2 million. Excluding acquisition-related costs of $13.2 million, noninterest expense increased $19.8 million, or 65.4%, compared to the prior quarter. The increase in noninterest expense is largely related to the acquisition of StellarOne. The community banking segment’s operating efficiency ratio was 64.6% compared to 64.5% in the prior quarter.
MORTGAGE SEGMENT INFORMATION
The mortgage segment reported a net loss of $1.4 million for the first quarter as elevated expense levels resulting from excess loan origination processing capacity, restructuring charges, and project related costs outpaced revenue generated by seasonally low mortgage loan origination volumes. The net loss declined by $0.5 million from the prior quarter as gains on sales of mortgage loans, net of commissions, increased $978,000, or 74.1%, primarily related to lower indemnification charges, increased net gain on sale margins and the inclusion of StellarOne’s mortgage unit in the current quarter. The positive impact of these items was partially offset by declines in mortgage loan originations from the prior quarter. Mortgage loan originations decreased by $7.1 million, or 4.6%, in the current quarter to $149.1 million from $156.2 million in the fourth quarter of 2013, inclusive of the StellarOne mortgage unit in the current quarter. Originations from Union’s legacy mortgage segment declined $40.3 million, or 25.8%, from the prior quarter reflective of sluggish seasonal demand for mortgage financing. Of the originations in the current quarter, 30.4% were refinances, which was consistent with the prior quarter. On a linked quarter basis, the mortgage segment incurred higher noninterest expenses due to the inclusion of the StellarOne mortgage unit in the current quarter. Noninterest expenses incurred by Union’s legacy mortgage segment declined from the prior quarter as a result of its efforts to recalibrate its cost structure to align with lower mortgage origination levels.
* * * * * * *
ABOUT UNION FIRST MARKET BANKSHARES CORPORATION
Headquartered in Richmond, Virginia, Union First Market Bankshares Corporation (NASDAQ: UBSH) is the holding company for Union First Market Bank, which has 90 branches and more than 150 ATMs throughout Virginia and StellarOne Bank, which has 54 branches and more than 60 ATMs throughout Virginia as well as trust and wealth management services. Non-bank affiliates of the holding company include: Union Investment Services, Inc., which provides full brokerage services; Union Mortgage Group, Inc., which provides a full line of mortgage products; and Union Insurance Group, LLC, which offers various lines of insurance products.
Additional information on the Company is available at http://investors.bankatunion.com
Union First Market Bankshares Corporation will hold a conference call on Tuesday, April 22, at 9:00 a.m. Eastern Time when management will review earnings and performance trends. Callers wishing to participate may call toll-free by dialing (877) 668-4908. The conference ID number is 27512120. Participants can also listen to the live audio webcast by registering at https://engage.vevent.com/rt/unionfirstmarketbank~042214 and through the investor relations section of the Company’s website at http://investors.bankatunion.com. A replay archive of the conference call will be available beginning April 22 at the same URL, https://engage.vevent.com/rt/unionfirstmarketbank~042214 and will be available for 90 days after April 22.
NON-GAAP MEASURES
In reporting the results of March 31, 2014, the Company has provided supplemental performance measures on an operating or tangible basis. Operating measures exclude acquisition costs unrelated to the Company’s normal operations. The Company believes these measures are useful to investors as they exclude non-operating adjustments resulting from acquisition activity and allow investors to see the combined economic results of the organization. Tangible common equity is used in the calculation of certain capital and per share ratios. The Company believes tangible common equity and the related ratios are meaningful measures of capital adequacy because they provide a meaningful base for period-to-period and company-to-company comparisons, which the Company believes will assist investors in assessing the capital of the Company and its ability to absorb potential losses.
These measures are a supplement to GAAP used to prepare the Company’s financial statements and should not be viewed as a substitute for GAAP measures. In addition, the Company’s non-GAAP measures may not be comparable to non-GAAP measures of other companies.
FORWARD-LOOKING STATEMENTS
Certain statements in this report may constitute “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. Forward-looking statements are statements that include projections, predictions, expectations, or beliefs about future events or results or otherwise and are not statements of historical fact. Such statements are often characterized by the use of qualified words (and their derivatives) such as “expect,” “believe,” “estimate,” “plan,” “project,” “anticipate,” “intend,” “will,” or words of similar meaning or other statements concerning opinions or judgment of the Company and its management about future events. Although the Company believes that its expectations with respect to forward-looking statements are based upon reasonable assumptions within the bounds of its existing knowledge of its business and operations, there can be no assurance that actual results, performance, or achievements of the Company will not differ materially from any future results, performance, or achievements expressed or implied by such forward-looking statements. Actual future results and trends may differ materially from historical results or those anticipated depending on a variety of factors, including, but not limited to, the effects of and changes in: general economic and bank industry conditions, the interest rate environment, legislative and regulatory requirements, competitive pressures, new products and delivery systems, inflation, stock and bond markets, accounting standards or interpretations of existing standards, mergers and acquisitions, technology, and consumer spending and savings habits. More information is available on the Company’s website, http://investors.bankatunion.com and on the SEC’s website, www.sec.gov. The information on the Company’s website is not a part of this press release. The Company does not intend or assume any obligation to update or revise any forward-looking statements that may be made from time to time by or on behalf of the Company.
| UNION FIRST MARKET BANKSHARES CORPORATION AND SUBSIDIARIES | ||||||||||||
| KEY FINANCIAL RESULTS | ||||||||||||
| (in thousands, except share data) | ||||||||||||
| Three Months Ended | ||||||||||||
| 03/31/14 | 12/31/13 | 03/31/13 | ||||||||||
| Results of Operations | ||||||||||||
| Interest and dividend income | $ | 68,208 | $ | 43,315 | $ | 43,285 | ||||||
| Interest expense | 4,450 | 4,702 | 5,532 | |||||||||
| Net interest income | 63,758 | 38,613 | 37,753 | |||||||||
| Provision for loan losses | - | 1,206 | 2,050 | |||||||||
| Net interest income after provision for loan losses | 63,758 | 37,407 | 35,703 | |||||||||
| Noninterest income | 14,200 | 8,379 | 9,835 | |||||||||
| Noninterest expenses | 67,781 | 35,375 | 33,501 | |||||||||
| Income before income taxes | 10,177 | 10,411 | 12,037 | |||||||||
| Income tax expense | 2,362 | 2,306 | 3,054 | |||||||||
| Net income | $ | 7,815 | $ | 8,105 | $ | 8,983 | ||||||
| Interest earned on earning assets (FTE) | 70,154 | 44,702 | 44,543 | |||||||||
| Net interest income (FTE) | 65,704 | 40,000 | 39,011 | |||||||||
| Core deposit intangible amortization | 2,616 | 919 | 1,036 | |||||||||
| Net income - community bank segment | $ | 9,195 | $ | 10,002 | $ | 8,806 | ||||||
| Net income - mortgage segment | (1,380 | ) | (1,897 | ) | 177 | |||||||
| Key Ratios | ||||||||||||
| Earnings per common share, diluted | $ | 0.17 | $ | 0.32 | $ | 0.36 | ||||||
| Return on average assets (ROA) | 0.44 | % | 0.79 | % | 0.90 | % | ||||||
| Return on average equity (ROE) | 3.18 | % | 7.30 | % | 8.32 | % | ||||||
| Return on average tangible common equity (ROTCE) | 4.80 | % | 8.73 | % | 10.03 | % | ||||||
| Efficiency ratio (FTE) | 84.83 | % | 73.12 | % | 68.58 | % | ||||||
| Efficiency ratio - community bank segment (FTE) | 81.56 | % | 66.02 | % | 66.26 | % | ||||||
| Efficiency ratio - mortgage bank segment (FTE) | 186.04 | % | 288.43 | % | 93.25 | % | ||||||
| Net interest margin (FTE) | 4.14 | % | 4.27 | % | 4.23 | % | ||||||
| Net interest margin, core (FTE) (1) | 3.99 | % | 4.24 | % | 4.18 | % | ||||||
| Yields on earning assets (FTE) | 4.42 | % | 4.77 | % | 4.84 | % | ||||||
| Cost of interest-bearing liabilities (FTE) | 0.34 | % | 0.64 | % | 0.76 | % | ||||||
| Cost of funds | 0.28 | % | 0.50 | % | 0.61 | % | ||||||
| Key operating Ratios - excluding merger costs (non-GAAP) (3) | ||||||||||||
| Consolidated | ||||||||||||
| Operating net income | $ | 16,831 | $ | 8,756 | $ | 8,983 | ||||||
| Operating diluted earnings per share | $ | 0.36 | $ | 0.35 | $ | 0.36 | ||||||
| Operating return on average assets | 0.94 | % | 0.85 | % | 0.90 | % | ||||||
| Operating return on average equity | 6.84 | % | 7.89 | % | 8.32 | % | ||||||
| Operating return on average tangible common equity | 10.33 | % | 9.43 | % | 10.03 | % | ||||||
| Operating efficiency ratio (FTE) | 68.35 | % | 71.59 | % | 68.58 | % | ||||||
| Community Bank Segment | ||||||||||||
| Operating net income | $ | 18,211 | $ | 10,653 | $ | 8,806 | ||||||
| Operating diluted earnings per share | $ | 0.39 | $ | 0.43 | $ | 0.35 | ||||||
| Operating return on average assets | 1.02 | % | 1.04 | % | 0.89 | % | ||||||
| Operating return on average equity | 7.52 | % | 9.79 | % | 8.33 | % | ||||||
| Operating return on average tangible common equity | 11.44 | % | 11.74 | % | 10.08 | % | ||||||
| Operating efficiency ratio (FTE) | 64.57 | % | 64.45 | % | 66.26 | % | ||||||
| Three Months Ended | ||||||||||||
| 03/31/14 | 12/31/13 | 03/31/13 | ||||||||||
| Capital Ratios | ||||||||||||
| Tier 1 risk-based capital ratio (5) | 13.02 | % | 13.05 | % | 13.02 | % | ||||||
| Total risk-based capital ratio (5) | 13.69 | % | 14.17 | % | 14.44 | % | ||||||
| Leverage ratio (Tier 1 capital to average assets) (5) | 10.67 | % | 10.70 | % | 10.21 | % | ||||||
| Common equity to total assets | 13.47 | % | 10.49 | % | 10.63 | % | ||||||
| Tangible common equity to tangible assets | 9.29 | % | 8.94 | % | 8.97 | % | ||||||
| Per Share Data | ||||||||||||
| Earnings per common share, basic | $ | 0.17 | $ | 0.32 | $ | 0.36 | ||||||
| Earnings per common share, diluted | 0.17 | 0.32 | 0.36 | |||||||||
| Cash dividends paid per common share | 0.14 | 0.14 | 0.13 | |||||||||
| Market value per share | 25.42 | 24.81 | 19.56 | |||||||||
| Book value per common share | 21.15 | 17.56 | 17.43 | |||||||||
| Tangible book value per common share | 13.92 | 14.69 | 14.43 | |||||||||
| Price to earnings ratio, diluted | 36.87 | 19.54 | 13.40 | |||||||||
| Price to book value per common share ratio | 1.20 | 1.41 | 1.12 | |||||||||
| Price to tangible common share ratio | 1.83 | 1.69 | 1.36 | |||||||||
| Weighted average common shares outstanding, basic | 46,977,416 | 24,939,360 | 25,063,426 | |||||||||
| Weighted average common shares outstanding, diluted | 47,080,661 | 25,028,760 | 25,138,003 | |||||||||
| Common shares outstanding at end of period | 46,677,821 | 24,976,434 | 24,859,729 | |||||||||
| Financial Condition | ||||||||||||
| Assets | $ | 7,294,637 | $ | 4,176,571 | $ | 4,051,135 | ||||||
| Loans, net of unearned income | 5,274,198 | 3,039,368 | 2,973,547 | |||||||||
| Earning Assets | 6,469,151 | 3,802,870 | 3,726,703 | |||||||||
| Goodwill | 296,876 | 59,400 | 59,400 | |||||||||
| Core deposit intangibles, net | 38,935 | 11,980 | 14,742 | |||||||||
| Deposits | 5,686,131 | 3,236,842 | 3,311,749 | |||||||||
| Stockholders' equity | 982,513 | 438,239 | 430,773 | |||||||||
| Tangible common equity | 646,702 | 366,859 | 356,631 | |||||||||
| Averages | ||||||||||||
| Assets | $ | 7,249,746 | $ | 4,075,443 | $ | 4,057,156 | ||||||
| Loans, net of unearned income | 5,279,924 | 3,004,186 | 2,965,918 | |||||||||
| Loans held for sale | 49,767 | 50,819 | 156,766 | |||||||||
| Securities | 1,076,479 | 650,351 | 600,262 | |||||||||
| Earning assets | 6,432,326 | 3,715,003 | 3,735,926 | |||||||||
| Deposits | 5,645,961 | 3,232,688 | 3,284,435 | |||||||||
| Certificates of deposit | 1,463,076 | 892,164 | 1,041,903 | |||||||||
| Interest-bearing deposits | 4,686,438 | 2,536,769 | 2,654,918 | |||||||||
| Borrowings | 549,663 | 363,889 | 301,343 | |||||||||
| Interest-bearing liabilities | 5,236,101 | 2,900,658 | 2,956,261 | |||||||||
| Stockholders' equity | 997,868 | 440,344 | 437,981 | |||||||||
| Tangible common equity | 660,543 | 368,523 | 363,355 | |||||||||
| Three Months Ended | ||||||||||||
| 03/31/14 | 12/31/13 | 03/31/13 | ||||||||||
| Asset Quality | ||||||||||||
| Allowance for Loan Losses (ALL) | ||||||||||||
| Beginning balance | $ | 30,135 | $ | 33,877 | $ | 34,916 | ||||||
| Add: Recoveries | 1,659 | 889 | 834 | |||||||||
| Less: Charge-offs | 887 | 5,837 | 3,385 | |||||||||
| Add: Provision for loan losses | - | 1,206 | 2,050 | |||||||||
| Ending balance | $ | 30,907 | $ | 30,135 | $ | 34,415 | ||||||
| ALL / total outstanding loans | 0.59 | % | 0.99 | % | 1.16 | % | ||||||
| ALL / total outstanding loans, adjusted for purchase accounting (2) | 1.07 | % | 1.10 | % | 1.32 | % | ||||||
| Net charge-offs / total outstanding loans | -0.06 | % | 0.65 | % | 0.35 | % | ||||||
| Provision / total outstanding loans | 0.00 | % | 0.16 | % | 0.28 | % | ||||||
| Nonperforming Assets | ||||||||||||
| Commercial | $ | 12,591 | $ | 12,031 | $ | 18,456 | ||||||
| Consumer | 4,443 | 3,004 | 4,577 | |||||||||
| Nonaccrual loans | 17,034 | 15,035 | 23,033 | |||||||||
| Other real estate owned | 35,487 | 34,116 | 35,878 | |||||||||
| Total nonperforming assets (NPAs) | 52,521 | 49,151 | 58,911 | |||||||||
| Commercial | 3,485 | 3,087 | 2,105 | |||||||||
| Consumer | 3,720 | 3,659 | 4,082 | |||||||||
| Loans ≥ 90 days and still accruing | 7,205 | 6,746 | 6,187 | |||||||||
| Total nonperforming assets and loans ≥ 90 days | $ | 59,726 | $ | 55,897 | $ | 65,098 | ||||||
| NPAs / total outstanding loans | 1.00 | % | 1.62 | % | 1.98 | % | ||||||
| NPAs / total assets | 0.72 | % | 1.18 | % | 1.45 | % | ||||||
| ALL / nonperforming loans | 181.44 | % | 200.43 | % | 149.42 | % | ||||||
| ALL / nonperforming assets | 58.85 | % | 61.31 | % | 58.42 | % | ||||||
| Past Due Detail | ||||||||||||
| Commercial | $ | 2,599 | $ | 1,017 | $ | 1,844 | ||||||
| Consumer | 4,511 | 2,330 | 2,650 | |||||||||
| Loans 60-89 days past due | $ | 7,110 | $ | 3,347 | $ | 4,494 | ||||||
| Commercial | $ | 13,566 | $ | 3,839 | $ | 4,173 | ||||||
| Consumer | 23,017 | 12,592 | 9,890 | |||||||||
| Loans 30-59 days past due | $ | 36,583 | $ | 16,431 | $ | 14,063 | ||||||
| Commercial | $ | 114,834 | $ | 2,732 | $ | 3,078 | ||||||
| Consumer | 15,488 | 890 | 941 | |||||||||
| Purchased impaired | $ | 130,322 | $ | 3,622 | $ | 4,019 | ||||||
| Mortgage Origination Volume | ||||||||||||
| Refinance Volume | $ | 45,322 | $ | 47,887 | $ | 141,248 | ||||||
| Construction Volume | 32,103 | 25,248 | 26,188 | |||||||||
| Purchase Volume | 71,635 | 83,043 | 100,725 | |||||||||
| Total Mortgage loan originations | $ | 149,060 | $ | 156,178 | $ | 268,161 | ||||||
| % of originations that are refinances | 30.41 | % | 30.70 | % | 52.70 | % | ||||||
| Other Data | ||||||||||||
| End of period full-time employees | 1,628 | 1,024 | 1,028 | |||||||||
| Number of full-service branches | 144 | 90 | 90 | |||||||||
| Number of full automatic transaction machines (ATMs) | 210 | 154 | 156 | |||||||||
| Three Months Ended | ||||||||||||
| 03/31/14 | 12/31/13 | 03/31/13 | ||||||||||
| Alternative Performance Measures (non-GAAP) | ||||||||||||
| Operating Earnings (non-GAAP) (3) | ||||||||||||
| Net Income (GAAP) | $ | 7,815 | $ | 8,105 | $ | 8,983 | ||||||
| Plus: Merger and conversion related expense, after tax | 9,016 | 651 | - | |||||||||
| Net operating earnings (loss) (non-GAAP) | $ | 16,831 | $ | 8,756 | $ | 8,983 | ||||||
| Operating earnings per share - Basic | $ | 0.36 | $ | 0.35 | $ | 0.36 | ||||||
| Operating earnings per share - Diluted | 0.36 | 0.35 | 0.36 | |||||||||
| Operating ROA | 0.94 | % | 0.85 | % | 0.90 | % | ||||||
| Operating ROE | 6.84 | % | 7.89 | % | 8.32 | % | ||||||
| Operating ROTCE | 10.33 | % | 9.43 | % | 10.03 | % | ||||||
| Community Bank Segment Operating Earnings (non-GAAP) (3) | ||||||||||||
| Net Income (GAAP) | $ | 9,195 | $ | 10,002 | $ | 8,806 | ||||||
| Plus: Merger and conversion related expense, after tax | 9,016 | 651 | - | |||||||||
| Net operating earnings (loss) (non-GAAP) | $ | 18,211 | $ | 10,653 | $ | 8,806 | ||||||
| Operating earnings per share - Basic | $ | 0.39 | $ | 0.43 | $ | 0.35 | ||||||
| Operating earnings per share - Diluted | 0.39 | 0.43 | 0.35 | |||||||||
| Operating ROA | 1.02 | % | 1.04 | % | 0.89 | % | ||||||
| Operating ROE | 7.52 | % | 9.79 | % | 8.33 | % | ||||||
| Operating ROTCE | 11.44 | % | 11.74 | % | 10.08 | % | ||||||
| Operating Efficiency Ratio FTE (non-GAAP) (3) | ||||||||||||
| Net Interest Income (GAAP) | $ | 63,758 | $ | 38,613 | $ | 37,753 | ||||||
| FTE adjustment | 1,946 | 1,387 | 1,258 | |||||||||
| Net Interest Income (FTE) | $ | 65,704 | 40,000 | 39,011 | ||||||||
| Noninterest Income (GAAP) | 14,200 | 8,379 | 9,835 | |||||||||
| Noninterest Expense (GAAP) | $ | 67,781 | $ | 35,375 | $ | 33,501 | ||||||
| Merger and conversion related expense | 13,168 | 739 | - | |||||||||
| Noninterest Expense (Non-GAAP) | $ | 54,613 | $ | 34,636 | $ | 33,501 | ||||||
| Operating Efficiency Ratio FTE (non-GAAP) | 68.35 | % | 71.59 | % | 68.58 | % | ||||||
| Community Bank Segment Operating Efficiency Ratio FTE (non-GAAP) (3) | ||||||||||||
| Net Interest Income (GAAP) | $ | 63,526 | $ | 38,363 | $ | 37,188 | ||||||
| FTE adjustment | 1,947 | 1,387 | 1,258 | |||||||||
| Net Interest Income (FTE) | $ | 65,473 | 39,750 | 38,446 | ||||||||
| Noninterest Income (GAAP) | 12,071 | 7,226 | 6,146 | |||||||||
| Noninterest Expense (GAAP) | $ | 63,242 | $ | 31,014 | $ | 29,544 | ||||||
| Merger and conversion related expense | 13,168 | 739 | - | |||||||||
| Noninterest Expense (Non-GAAP) | $ | 50,074 | $ | 30,275 | $ | 29,544 | ||||||
| Operating Efficiency Ratio FTE (non-GAAP) | 64.57 | % | 64.45 | % | 66.26 | % | ||||||
| Tangible Common Equity (4) | ||||||||||||
| Ending equity | $ | 982,513 | $ | 438,239 | $ | 430,773 | ||||||
| Less: Ending goodwill | 296,876 | 59,400 | 59,400 | |||||||||
| Less: Ending core deposit intangibles | 38,935 | 11,980 | 14,742 | |||||||||
| Ending tangible common equity | $ | 646,702 | $ | 366,859 | $ | 356,631 | ||||||
| Average equity | $ | 997,868 | $ | 440,344 | $ | 437,981 | ||||||
| Less: Average trademark intangible | - | - | 5 | |||||||||
| Less: Average goodwill | 296,876 | 59,400 | 59,400 | |||||||||
| Less: Average core deposit intangibles | 40,449 | 12,421 | 15,221 | |||||||||
| Average tangible common equity | $ | 660,543 | $ | 368,523 | $ | 363,355 | ||||||
| Three Months Ended | ||||||||||||
| 03/31/14 | 12/31/13 | 03/31/13 | ||||||||||
| ALL to loans, adjusted for purchase accounting (non-GAAP)(2) | ||||||||||||
| Allowance for loan losses | $ | 30,907 | $ | 30,135 | $ | 34,415 | ||||||
| Remaining credit mark on purchased performing loans | 25,756 | 3,341 | 4,771 | |||||||||
| Adjusted allowance for loan losses | 56,663 | 33,476 | 39,186 | |||||||||
| Loans, net of unearned income | 5,274,198 | 3,039,368 | 2,973,547 | |||||||||
| Remaining credit mark on purchased performing loans | 25,756 | 3,341 | 4,771 | |||||||||
| Adjusted loans, net of unearned income | $ | 5,299,954 | $ | 3,042,709 | $ | 2,978,318 | ||||||
| ALL / gross loans, adjusted for purchase accounting | 1.07 | % | 1.10 | % | 1.32 | % | ||||||
(1) The core net interest margin, fully taxable equivalent (“FTE”) excludes the impact of acquisition accounting accretion and amortization adjustments in net interest income.
2) The allowance for loan losses, adjusted for purchase accounting (non-GAAP) ratio includes an adjustment for the credit mark on purchased performing loans. The purchased performing loans are reported net of the related credit mark in loans, net of unearned income, on the balance sheet; therefore, the credit mark is added back to the balance to represent the total loan portfolio. The adjusted allowance for loan losses, including the credit mark, represents the total reserve on the Company’s loan portfolio. GAAP requires the acquired allowance for loan losses not be carried over in an acquisition or merger. The Company believes the presentation of the allowance for loan losses, adjusted for purchase accounting ratio is useful to investors because the acquired loans were purchased at a market discount with no allowance for loan losses carried over to the Company and the credit mark on the purchased performing loans represents the allowance associated with those purchased loans. The Company believes that this measure is a better reflection of the reserves on the Company’s loan portfolio.
(3) The Company has provided supplemental performance measures which the Company believes may be useful to investors as they exclude non-operating adjustments resulting from acquisition and allow investors to see the combined economic results of the organization. These measures are a supplement to GAAP used to prepare the Company’s financial statements and should not be viewed as a substitute for GAAP measures. In addition, the Company’s non-GAAP measures may not be comparable to non-GAAP measures of other companies.
(4) Tangible common equity is used in the calculation of certain capital and per share ratios. The Company believes tangible common equity and the related ratios are meaningful measures of capital adequacy because they provide a meaningful base for period-to-period and company-to-company comparisons, which the Company believes will assist investors in assessing the capital of the Company and its ability to absorb potential losses.
(5) March 31, 2014 ratios are estimates and subject to change pending the filing of the FR Y9-C. All other periods presented as filed.
| UNION FIRST MARKET BANKSHARES CORPORATION AND SUBSIDIARIES | ||||||||||||
| CONSOLIDATED BALANCE SHEETS | ||||||||||||
| (Dollars in thousands, except share data) | ||||||||||||
| March 31, | December 31, | March 31, | ||||||||||
| 2014 | 2013 | 2013 | ||||||||||
| ASSETS | (Unaudited) | (Audited) | (Unaudited) | |||||||||
| Cash and cash equivalents: | ||||||||||||
| Cash and due from banks | $ | 117,189 | $ | 66,090 | $ | 52,017 | ||||||
| Interest-bearing deposits in other banks | 24,541 | 6,781 | 24,715 | |||||||||
| Money market investments | 1 | 1 | 1 | |||||||||
| Federal funds sold | 519 | 151 | 160 | |||||||||
| Total cash and cash equivalents | 142,250 | 73,023 | 76,893 | |||||||||
| Securities available for sale, at fair value | 1,078,699 | 677,348 | 583,217 | |||||||||
| Restricted stock, at cost | 42,441 | 26,036 | 17,956 | |||||||||
| Loans held for sale | 48,753 | 53,185 | 127,106 | |||||||||
| Loans, net of unearned income | 5,274,198 | 3,039,368 | 2,973,547 | |||||||||
| Less allowance for loan losses | 30,907 | 30,135 | 34,415 | |||||||||
| Net loans | 5,243,291 | 3,009,233 | 2,939,132 | |||||||||
| Bank premises and equipment, net | 151,840 | 82,815 | 83,366 | |||||||||
| Other real estate owned, net of valuation allowance | 35,487 | 34,116 | 35,878 | |||||||||
| Core deposit intangibles, net | 38,935 | 11,980 | 14,742 | |||||||||
| Goodwill | 296,876 | 59,400 | 59,400 | |||||||||
| Other assets | 216,065 | 149,435 | 113,445 | |||||||||
| Total assets | $ | 7,294,637 | $ | 4,176,571 | $ | 4,051,135 | ||||||
| LIABILITIES | ||||||||||||
| Noninterest-bearing demand deposits | 1,018,663 | 691,674 | 665,992 | |||||||||
| Interest-bearing deposits: | ||||||||||||
| NOW accounts | 1,256,910 | 498,068 | 459,117 | |||||||||
| Money market accounts | 1,414,918 | 940,215 | 945,273 | |||||||||
| Savings accounts | 559,299 | 235,034 | 225,543 | |||||||||
| Time deposits of $100,000 and over | 608,753 | 427,597 | 507,972 | |||||||||
| Other time deposits | 827,588 | 444,254 | 507,852 | |||||||||
| Total interest-bearing deposits | 4,667,468 | 2,545,168 | 2,645,757 | |||||||||
| Total deposits | 5,686,131 | 3,236,842 | 3,311,749 | |||||||||
| Securities sold under agreements to repurchase | 57,681 | 52,455 | 72,047 | |||||||||
| Other short-term borrowings | 216,600 | 211,500 | - | |||||||||
| Trust preferred capital notes | 93,301 | 60,310 | 60,310 | |||||||||
| Long-term borrowings | 205,116 | 139,049 | 137,364 | |||||||||
| Other liabilities | 53,295 | 38,176 | 38,892 | |||||||||
| Total liabilities | 6,312,124 | 3,738,332 | 3,620,362 | |||||||||
| Commitments and contingencies | ||||||||||||
| STOCKHOLDERS' EQUITY | ||||||||||||
| Common stock, $1.33 par value, shares authorized 100,000,000, 36,000,000, and 36,000,000, respectively; issued and outstanding, 46,677,821 shares, 24,976,434 shares, and 24,859,729 shares, respectively. | 61,780 | 33,020 | 32,869 | |||||||||
| Surplus | 678,143 | 170,770 | 168,304 | |||||||||
| Retained earnings | 237,864 | 236,639 | 221,330 | |||||||||
| Accumulated other comprehensive (loss) income | 4,726 | (2,190 | ) | 8,270 | ||||||||
| Total stockholders' equity | 982,513 | 438,239 | 430,773 | |||||||||
| Total liabilities and stockholders' equity | $ | 7,294,637 | $ | 4,176,571 | $ | 4,051,135 | ||||||
| UNION FIRST MARKET BANKSHARES CORPORATION AND SUBSIDIARIES | ||||||||||||
| CONSOLIDATED STATEMENTS OF INCOME | ||||||||||||
| (Dollars in thousands, except per share amounts) | ||||||||||||
| Three Months Ended | ||||||||||||
| March 31, | December 31, | March 31, | ||||||||||
| 2014 | 2013 | 2013 | ||||||||||
| (Unaudited) | (Unaudited) | (Unaudited) | ||||||||||
| Interest and dividend income: | ||||||||||||
| Interest and fees on loans | $ | 61,269 | $ | 38,741 | $ | 39,224 | ||||||
| Interest on deposits in other banks | 12 | 3 | 5 | |||||||||
| Interest and dividends on securities: | ||||||||||||
| Taxable | 3,648 | 2,345 | 2,069 | |||||||||
| Nontaxable | 3,279 | 2,226 | 1,987 | |||||||||
| Total interest and dividend income | 68,208 | 43,315 | 43,285 | |||||||||
| Interest expense: | ||||||||||||
| Interest on deposits | 2,256 | 3,064 | 3,962 | |||||||||
| Interest on federal funds purchased | 24 | 27 | 15 | |||||||||
| Interest on short-term borrowings | 119 | 95 | 54 | |||||||||
| Interest on long-term borrowings | 2,051 | 1,516 | 1,501 | |||||||||
| Total interest expense | 4,450 | 4,702 | 5,532 | |||||||||
| Net interest income | 63,758 | 38,613 | 37,753 | |||||||||
| Provision for loan losses | - | 1,206 | 2,050 | |||||||||
| Net interest income after provision for loan losses | 63,758 | 37,407 | 35,703 | |||||||||
| Noninterest income: | ||||||||||||
| Service charges on deposit accounts | 4,298 | 2,399 | 2,272 | |||||||||
| Other service charges, commissions and fees | 4,671 | 3,096 | 2,807 | |||||||||
| Gains (losses) on securities transactions, net | 29 | (26 | ) | (11 | ) | |||||||
| Gains on sales of mortgage loans, net of commissions | 2,297 | 1,319 | 3,852 | |||||||||
| Gains (losses) on sales of bank premises | (233 | ) | (3 | ) | (296 | ) | ||||||
| Other operating income | 3,138 | 1,594 | 1,211 | |||||||||
| Total noninterest income | 14,200 | 8,379 | 9,835 | |||||||||
| Noninterest expenses: | ||||||||||||
| Salaries and benefits | 29,626 | 17,076 | 17,966 | |||||||||
| Occupancy expenses | 5,180 | 3,105 | 2,855 | |||||||||
| Furniture and equipment expenses | 2,868 | 1,633 | 1,845 | |||||||||
| Communications expense | 1,098 | 611 | 696 | |||||||||
| Technology and data processing | 3,074 | 1,975 | 1,744 | |||||||||
| Professional services | 1,055 | 1,237 | 725 | |||||||||
| Marketing and advertising expense | 1,065 | 1,135 | 1,052 | |||||||||
| FDIC assessment premiums and other insurance | 1,393 | 805 | 790 | |||||||||
| OREO and credit-related expenses | 1,451 | 1,721 | 574 | |||||||||
| Amortization of intangible assets | 2,616 | 919 | 1,069 | |||||||||
| Acquisition and conversion costs | 13,168 | 739 | - | |||||||||
| Other expenses | 5,187 | 4,419 | 4,185 | |||||||||
| Total noninterest expenses | 67,781 | 35,375 | 33,501 | |||||||||
| Income before income taxes | 10,177 | 10,411 | 12,037 | |||||||||
| Income tax expense | 2,362 | 2,306 | 3,054 | |||||||||
| Net income | $ | 7,815 | $ | 8,105 | $ | 8,983 | ||||||
| Earnings per common share, basic | $ | 0.17 | $ | 0.32 | $ | 0.36 | ||||||
| Earnings per common share, diluted | $ | 0.17 | $ | 0.32 | $ | 0.36 | ||||||
| UNION FIRST MARKET BANKSHARES CORPORATION AND SUBSIDIARIES | ||||||||||||||||
| SEGMENT FINANCIAL INFORMATION | ||||||||||||||||
| (Dollars in thousands) | ||||||||||||||||
| Community Bank | Mortgage | Eliminations | Consolidated | |||||||||||||
| Three Months Ended March 31, 2014 | ||||||||||||||||
| Net interest income | $ | 63,526 | $ | 232 | $ | - | $ | 63,758 | ||||||||
| Provision for loan losses | - | - | - | - | ||||||||||||
| Net interest income after provision for loan losses | 63,526 | 232 | - | 63,758 | ||||||||||||
| Noninterest income | 12,071 | 2,300 | (171 | ) | 14,200 | |||||||||||
| Noninterest expenses | 63,242 | 4,710 | (171 | ) | 67,781 | |||||||||||
| Income before income taxes | 12,355 | (2,178 | ) | - | 10,177 | |||||||||||
| Income tax expense | 3,160 | (798 | ) | - | 2,362 | |||||||||||
| Net income | $ | 9,195 | $ | (1,380 | ) | $ | - | $ | 7,815 | |||||||
| Plus: Merger and conversion related expense, after tax | 9,016 | - | - | 9,016 | ||||||||||||
| Net operating earnings (loss) (non-GAAP) | $ | 18,211 | $ | (1,380 | ) | $ | - | $ | 16,831 | |||||||
| Total assets | $ | 7,282,443 | $ | 57,705 | $ | (45,511 | ) | $ | 7,294,637 | |||||||
| Three Months Ended March 31, 2013 | ||||||||||||||||
| Net interest income | $ | 37,188 | $ | 565 | $ | - | $ | 37,753 | ||||||||
| Provision for loan losses | 2,050 | - | - | 2,050 | ||||||||||||
| Net interest income after provision for loan losses | 35,138 | 565 | - | 35,703 | ||||||||||||
| Noninterest income | 6,146 | 3,856 | (167 | ) | 9,835 | |||||||||||
| Noninterest expenses | 29,544 | 4,124 | (167 | ) | 33,501 | |||||||||||
| Income before income taxes | 11,740 | 297 | - | 12,037 | ||||||||||||
| Income tax expense | 2,934 | 120 | - | 3,054 | ||||||||||||
| Net income | $ | 8,806 | $ | 177 | $ | - | $ | 8,983 | ||||||||
| Total assets | $ | 4,031,302 | $ | 136,238 | $ | (116,405 | ) | $ | 4,051,135 | |||||||
| AVERAGE BALANCES, INCOME AND EXPENSES, YIELDS AND RATES (TAXABLE EQUIVALENT BASIS) | ||||||||||||||||||||||||
| For the quarter ended | ||||||||||||||||||||||||
| March 31, 2014 | December 31, 2013 | |||||||||||||||||||||||
| Average Balance | Interest Income / Expense | Yield / Rate (1) | Average Balance | Interest Income / Expense | Yield / Rate (1) | |||||||||||||||||||
| (Dollars in thousands) | ||||||||||||||||||||||||
| Assets: | ||||||||||||||||||||||||
| Securities: | ||||||||||||||||||||||||
| Taxable | $ | 683,620 | $ | 3,648 | 2.16 | % | $ | 411,927 | $ | 2,345 | 2.26 | % | ||||||||||||
| Tax-exempt | 392,859 | 5,044 | 5.21 | % | 238,424 | 3,424 | 5.70 | % | ||||||||||||||||
| Total securities (2) | 1,076,479 | 8,692 | 3.27 | % | 650,351 | 5,769 | 3.52 | % | ||||||||||||||||
| Loans, net (3) (4) | 5,279,924 | 61,033 | 4.69 | % | 3,004,186 | 38,455 | 5.08 | % | ||||||||||||||||
| Loans held for sale | 49,767 | 417 | 3.40 | % | 50,819 | 475 | 3.71 | % | ||||||||||||||||
| Federal funds sold | 268 | - | 0.17 | % | 298 | - | 0.17 | % | ||||||||||||||||
| Money market investments | 1 | - | 0.00 | % | 1 | - | 0.00 | % | ||||||||||||||||
| Interest-bearing deposits in other banks | 25,887 | 12 | 0.19 | % | 9,348 | 3 | 0.13 | % | ||||||||||||||||
| Total earning assets | 6,432,326 | 70,154 | 4.42 | % | 3,715,003 | 44,702 | 4.77 | % | ||||||||||||||||
| Allowance for loan losses | (30,925 | ) | (33,435 | ) | ||||||||||||||||||||
| Total non-earning assets | 848,345 | 393,875 | ||||||||||||||||||||||
| Total assets | $ | 7,249,746 | $ | 4,075,443 | ||||||||||||||||||||
| Liabilities and Stockholders' Equity: | ||||||||||||||||||||||||
| Interest-bearing deposits: | ||||||||||||||||||||||||
| Checking | $ | 1,252,927 | 225 | 0.07 | % | $ | 481,152 | 93 | 0.08 | % | ||||||||||||||
| Money market savings | 1,421,558 | 913 | 0.26 | % | 929,816 | 547 | 0.23 | % | ||||||||||||||||
| Regular savings | 548,877 | 247 | 0.18 | % | 233,637 | 180 | 0.31 | % | ||||||||||||||||
| Time deposits (5) | 1,463,076 | 871 | 0.24 | % | 892,164 | 2,244 | 1.02 | % | ||||||||||||||||
| Total interest-bearing deposits | 4,686,438 | 2,256 | 0.20 | % | 2,536,769 | 3,064 | 0.48 | % | ||||||||||||||||
| Other borrowings (6) | 549,663 | 2,194 | 1.62 | % | 363,889 | 1,638 | 1.79 | % | ||||||||||||||||
| Total interest-bearing liabilities | 5,236,101 | 4,450 | 0.34 | % | 2,900,658 | 4,702 | 0.64 | % | ||||||||||||||||
| Noninterest-bearing liabilities: | ||||||||||||||||||||||||
| Demand deposits | 959,523 | 695,919 | ||||||||||||||||||||||
| Other liabilities | 56,254 | 38,522 | ||||||||||||||||||||||
| Total liabilities | 6,251,878 | 3,635,099 | ||||||||||||||||||||||
| Stockholders' equity | 997,868 | 440,344 | ||||||||||||||||||||||
| Total liabilities and stockholders' equity | $ | 7,249,746 | $ | 4,075,443 | ||||||||||||||||||||
| Net interest income | $ | 65,704 | $ | 40,000 | ||||||||||||||||||||
| Interest rate spread (7) | 4.08 | % | 4.13 | % | ||||||||||||||||||||
| Interest expense as a percent of average earning assets | 0.28 | % | 0.50 | % | ||||||||||||||||||||
| Net interest margin (8) | 4.14 | % | 4.27 | % | ||||||||||||||||||||
| (1) Rates and yields are annualized and calculated from actual, not rounded amounts in thousands, which appear above. | |||||||||||||||
| (2) Interest income on securities includes $0 for the three months ended March 31, 2014 and December 31, 2013, respectively, in accretion of the fair market value adjustments. | |||||||||||||||
| (3) Nonaccrual loans are included in average loans outstanding. | |||||||||||||||
| (4) Interest income on loans includes $546 thousand and $495 thousand for the three month periods ended March 31, 2104 and December 31, 2013 in accretion of the fair market value adjustments related to the acquisitions. | |||||||||||||||
| (5) Interest expense on certificates of deposits includes $2.9 million and $2 thousand for the three month periods ended March 31, 2014 and December 31, 2013, respectively, in accretion of the fair market value adjustments related to the acquisitions. | |||||||||||||||
| (6) Interest expense on borrowings includes $75 thousand and $122 thousand for the three month periods ended March 31, 2014, and December 31, 2013, respectively, in amortization of the fair market value adjustments related to acquisitions. | |||||||||||||||
| (7) Income and yields are reported on a taxable equivalent basis using the statutory federal corporate tax rate of 35%. | |||||||||||||||
| (8) Core net interest margin excludes purchase accounting adjustments and was 3.99% and 4.24% for the three months ended March 31, 2014 and December 31, 2013. |