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8-K - FORM 8-K - Atlantic Union Bankshares Corpa8-kearningsreleasedividen.htm
Exhibit 99.1




Contact:    Robert M. Gorman - (804) 523-7828
Executive Vice President / Chief Financial Officer

UNION BANKSHARES REPORTS SECOND QUARTER RESULTS AND DECLARES QUARTERLY DIVIDEND

Richmond, Va., July 22, 2016 - Union Bankshares Corporation (the “Company” or “Union”) (NASDAQ: UBSH) today reported net income of $19.3 million and earnings per share of $0.44 for its second quarter ended June 30, 2016. The quarterly results represent an increase of $2.4 million, or 14.0%, in net income and an increase of $0.06, or 15.8%, in earnings per share from the first quarter. For the six months ended June 30, 2016, net income was $36.3 million and earnings per share was $0.82, an increase of 16.9% and 18.8%, respectively, compared to the results from the six months ended June 30, 2015.

Union also declared a quarterly dividend of $0.19 per share payable on August 19, 2016 to shareholders of record as of August 5, 2016.

Union’s second quarter results clearly demonstrate the steady progress we are making toward our strategic growth and profitability objectives,” said G. William Beale, president and chief executive officer of Union Bankshares Corporation. “During the quarter we achieved double digit annualized loan, deposit and net income growth, increased mortgage loan production levels and profitability, completed our acquisition of Old Dominion Capital Management and also opened a commercial loan production office in Charlotte, North Carolina

I believe, now more than ever, that Union is well positioned to generate sustainable, profitable growth, achieve top tier financial performance and deliver the above average returns our shareholders expect on their investment.

Select highlights for the second quarter include:
Return on Average Tangible Common Equity (“ROTCE”) was 11.60% for the quarter ended June 30, 2016 compared to ROTCE of 10.13% for the prior quarter and 9.20% for the second quarter of 2015. Return on Average Assets (“ROA”) was 0.98% for the quarter ended June 30, 2016 compared to ROA of 0.88% for the prior quarter and 0.83% for the second quarter of 2015.
Net income for the community bank segment was $18.8 million, or $0.43 per share, for the second quarter, compared to $16.9 million, or $0.38 per share, for the first quarter. Net income for the community bank segment for the six months ended June 30, 2016 was $35.7 million, or $0.81 per share.
The mortgage segment reported net income of $539,000 for the second quarter, compared to net income of $54,000 in the first quarter. Net income for the mortgage segment for the six months ended June 30, 2016 was $593,000, or $0.01 per share.
On May 31, 2016, Union Bank & Trust (the “Bank”), the subsidiary bank of the Company, completed its acquisition of Old Dominion Capital Management, Inc. (“ODCM”), a Charlottesville, Virginia based registered investment advisor with nearly $300 million in assets under management.
As previously announced, the Company closed five branches and opened a new stand-alone branch during the quarter as part of its continuing efforts to become more efficient. The Company plans to close an additional five in-store branches in the Richmond market on September 30, 2016.
Loans held for investment grew $160.6 million, or 11.1% (annualized), from March 31, 2016 and increased $457.5 million, or 8.3%, from June 30, 2015, adjusting for the sale of the credit card portfolio in the third quarter of 2015. Average loans increased $153.0 million, or 10.7% (annualized), from the prior quarter and increased $441.4





million, or 8.1%, from the same quarter in the prior year, adjusting for the sale of the credit card portfolio in the third quarter of 2015.
Period-end deposits increased $149.8 million, or 10.1% (annualized), from March 31, 2016 and grew $311.4 million, or 5.4%, from June 30, 2015. Average deposits increased $126.1 million, or 8.6% (annualized), from the prior quarter and increased $315.6 million, or 5.5%, from the prior year.

NET INTEREST INCOME

Tax-equivalent net interest income was $68.2 million, an increase of $2.0 million from the first quarter, primarily driven by higher earning asset balances. The second quarter tax-equivalent net interest margin increased 2 basis points to 3.84% from 3.82% in the previous quarter driven by higher levels of acquisition-related net accretion income. Core tax-equivalent net interest margin (which excludes the 8 and 6 basis point impact of acquisition accounting accretion in the current and prior quarter, respectively) remained constant at 3.76% compared to the previous quarter.


The Company’s fully taxable equivalent net interest margin includes the impact of acquisition accounting fair value adjustments. During the second quarter, net accretion related to acquisition accounting increased $256,000, or 22.3%, from the prior quarter to $1.4 million for the quarter ended June 30, 2016. The first and second quarters of 2016 and remaining estimated net accretion impact are reflected in the following table (dollars in thousands):
 
Loan Accretion
 
Borrowings Accretion (Amortization)
 
Total
For the quarter ended March 31, 2016
$
1,084

 
$
62

 
$
1,146

For the quarter ended June 30, 2016
1,259

 
143

 
1,402

For the remaining six months of 2016
2,195

 
190

 
2,385

For the years ending:
 
 
 
 
 
2017
4,285

 
170

 
4,455

2018
3,815

 
(143)

 
3,672

2019
3,018

 
(286)

 
2,732

2020
2,477

 
(301)

 
2,176

2021
2,112

 
(316)

 
1,796

Thereafter
8,766

 
(5,306)

 
3,460



ASSET QUALITY/LOAN LOSS PROVISION

Overview
During the second quarter, the Company experienced declines in past due and nonaccrual loan levels, other real estate owned (“OREO”) balances, and net charge-off levels from the prior quarter. Nonperforming assets and past due loans were also down from the prior year. The loan loss provision declined from the prior quarter due to lower charge-off levels and improving asset quality metrics. The allowance for loan loss increased from the prior quarter due to loan growth in the current quarter.

All nonaccrual and past due loan metrics discussed below exclude purchased credit impaired loans (“PCI”) totaling $67.2 million (net of fair value mark of $15.9 million).






Nonperforming Assets (“NPAs”)
At June 30, 2016, NPAs totaled $24.2 million, a decrease of $7.5 million, or 23.6%, from June 30, 2015 and a decline of $3.1 million, or 11.3%, from March 31, 2016. In addition, NPAs as a percentage of total outstanding loans declined 17 basis points from 0.58% a year earlier and decreased 6 basis points from 0.47% last quarter to 0.41% in the current quarter. The following table shows a summary of asset quality balances at the quarter ended (dollars in thousands):
 
June 30,
 
March 31,
 
December 31,
 
September 30,
 
June 30,
 
2016
 
2016
 
2015
 
2015
 
2015
Nonaccrual loans, excluding PCI loans
$
10,861

 
$
13,092

 
$
11,936

 
$
12,966

 
$
9,521

Foreclosed properties
10,076

 
10,941

 
11,994

 
18,789

 
18,917

Former bank premises
3,305

 
3,305

 
3,305

 
3,305

 
3,305

Total nonperforming assets
$
24,242

 
$
27,338

 
$
27,235

 
$
35,060

 
$
31,743


The following table shows the activity in nonaccrual loans for the quarter ended (dollars in thousands):
 
June 30,
 
March 31,
 
December 31,
 
September 30,
 
June 30,
 
2016
 
2016
 
2015
 
2015
 
2015
Beginning Balance
$
13,092

 
$
11,936

 
$
12,966

 
$
9,521

 
$
17,385

Net customer payments
(2,859
)
 
(1,204
)
 
(1,493
)
 
(1,104
)
 
(4,647
)
Additions
2,568

 
5,150

 
2,344

 
5,213

 
581

Charge-offs
(1,096
)
 
(1,446
)
 
(1,245
)
 
(541
)
 
(2,171
)
Loans returning to accruing status
(396
)
 
(932
)
 
(402
)
 
(123
)
 
(919
)
Transfers to OREO
(448
)
 
(412
)
 
(234
)
 

 
(708
)
Ending Balance
$
10,861

 
$
13,092

 
$
11,936

 
$
12,966

 
$
9,521



The following table shows the activity in OREO for the quarter ended (dollars in thousands):
 
June 30,
 
March 31,
 
December 31,
 
September 30,
 
June 30,
 
2016
 
2016
 
2015
 
2015
 
2015
Beginning Balance
$
14,246

 
$
15,299

 
$
22,094

 
$
22,222

 
$
25,434

Additions of foreclosed property
501

 
456

 
234

 
1,082

 
904

Additions of former bank premises

 

 
1,822

 

 

Capitalized improvements

 

 

 
9

 
243

Valuation adjustments
(274
)
 
(126
)
 
(4,229
)
 
(473
)
 
(710
)
Proceeds from sales
(1,086
)
 
(1,390
)
 
(4,961
)
 
(767
)
 
(3,511
)
Gains (losses) from sales
(6
)
 
7

 
339

 
21

 
(138
)
Ending Balance
$
13,381

 
$
14,246

 
$
15,299

 
$
22,094

 
$
22,222

 
 
 
 
 
 
 
 
 
 

During the second quarter, the majority of sales of OREO were related to residential real estate.

Past Due Loans
Past due loans still accruing interest totaled $25.3 million, or 0.43% of total loans, at June 30, 2016 compared to $33.5 million, or 0.61%, a year ago and $35.1 million, or 0.61%, at March 31, 2016. At June 30, 2016, loans past due 90 days or more and accruing interest totaled $3.5 million, or 0.06% of total loans, compared to $10.9 million, or 0.20%, a year ago and $5.7 million, or 0.10%, at March 31, 2016.

Net Charge-offs
For the second quarter, net charge-offs were $1.6 million, or 0.11% on an annualized basis, compared to $2.2 million, or 0.16%, for the same quarter last year and $2.2 million, or 0.15%, for the prior quarter. For the six months ended





June 30, 2016, net charge-offs were $3.8 million, or 0.13% on an annualized basis, compared to $5.3 million, or 0.20%, for the same period last year.

Provision
The provision for loan losses for the current quarter was $2.3 million, a decline of $1.2 million compared to the same quarter a year ago and a decrease of $204,000 compared to the previous quarter. The decline in provision for loan losses in the current quarter compared to the prior periods was primarily driven by lower charge-off levels and improving asset quality metrics.

Allowance for Loan Losses
The allowance for loan losses (“ALL”) increased $675,000 from March 31, 2016 to $35.1 million at June 30, 2016 primarily due to loan growth during the quarter. The allowance for loan losses as a percentage of the total loan portfolio was 0.59% at June 30, 2016, 0.60% at March 31, 2016, and 0.59% at June 30, 2015. The ALL as a percentage of the total loan portfolio, adjusted for purchase accounting (non-GAAP), was 0.92% at June 30, 2016, a decrease from 0.95% from the prior quarter and a decrease from 1.02% from the quarter ended June 30, 2015. In acquisition accounting, there is no carryover of previously established allowance for loan losses, as acquired loans are recorded at fair value.

The nonaccrual loan coverage ratio was 322.9% at June 30, 2016, compared to 262.8% at March 31, 2016 and 339.7% at June 30, 2015. 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 $2.1 million, or 13.1%, to $18.0 million for the quarter ended June 30, 2016 from $15.9 million in the prior quarter, primarily driven by higher mortgage banking income of $826,000, higher customer-related fee income of $477,000, increases in loan-related interest rate swap fees of $428,000, and higher insurance-related income of $226,000. Increases in customer-related fee income were primarily driven by higher fiduciary and asset management fees, resulting from the acquisition of ODCM, as well as higher debit card interchange fees.

Mortgage banking income increased $826,000, or 38.5%, to $3.0 million in the second quarter compared to $2.1 million in the first quarter, related to increased mortgage loan originations. Mortgage loan originations increased by $41.9 million, or 42.6%, in the current quarter to $140.1 million from $98.2 million in the first quarter. Of the mortgage loan originations in the current quarter, 33.6% were refinances, which was a decline from 38.0% in the prior quarter.

NONINTEREST EXPENSE

Noninterest expense increased $979,000, or 1.8%, to $55.3 million for the quarter ended June 30, 2016 from $54.3 million in the prior quarter. Professional fees increased $559,000 due to higher project-related consulting expenses. Salary and benefit expenses increased $471,000 primarily related to the full-quarter impact of annual merit adjustments in the second quarter and increases related to the ODCM acquisition and the new Charlotte Loan Production Office. OREO and credit-related costs were $325,000 higher due to increases in valuation adjustments, OREO expenses, and seasonal real estate tax expenses on foreclosed properties in the second quarter. These increases were partially offset by the $300,000 in branch closure costs recorded in the first quarter.

BALANCE SHEET

At June 30, 2016, total assets were $8.1 billion, an increase of $268.0 million from March 31, 2016 and an increase of $602.9 million from June 30, 2015. The increase in assets was mostly related to loan growth.

At June 30, 2016, loans held for investment were $5.9 billion, an increase of $160.6 million, or 11.1% (annualized), from March 31, 2016, while average loans increased $153.0 million, or 10.7% (annualized), from the prior quarter. Adjusted for the sale of the credit card portfolio that occurred in the third quarter of 2015, loans held for investment





increased $457.5 million, or 8.3%, from June 30, 2015, while quarterly average loans increased $441.4 million, or 8.1%, from the prior year.

At June 30, 2016, total deposits were $6.1 billion, an increase of $149.8 million, or 10.1% (annualized), from March 31, 2016, while average deposits increased $126.1 million, or 8.6% (annualized), from the prior quarter. Total deposits grew $311.4 million, or 5.4%, from June 30, 2015, while average deposits increased $315.6 million, or 5.5%, from the prior year.

At June 30, 2016, March 31, 2016, and June 30, 2015, respectively, the Company had a common equity Tier 1 capital ratio of 9.92%, 10.25%, and 10.87%; a Tier 1 capital ratio of 11.25%, 11.63%, and 12.31%; a total capital ratio of 11.77%, 12.16%, and 12.83%; and a leverage ratio of 10.01%, 10.25%, and 10.82%.

The Company’s common equity to asset ratios at June 30, 2016, March 31, 2016, and June 30, 2015 were 12.21%, 12.52%, and 13.18%, respectively, while its tangible common equity to tangible assets ratio was 8.59%, 8.86%, and 9.30%, respectively. The decrease in capital ratios from prior periods is primarily due to share repurchases and asset growth.

During the second quarter, the Company declared and paid cash dividends of $0.19 per common share, consistent with the dividend paid in the prior quarter and an increase of $0.02, or 11.8%, compared to the same quarter in the prior year.

On February 25, 2016, the Company’s Board of Directors authorized a share repurchase program to purchase up to $25.0 million worth of the Company’s common stock on the open market or in privately negotiated transactions. The Company repurchased approximately 272,000 shares during the quarter ended June 30, 2016 and had approximately $15.5 million available for repurchase under the current program.

* * * * * * *

ABOUT UNION BANKSHARES CORPORATION

Headquartered in Richmond, Virginia, Union Bankshares Corporation (NASDAQ: UBSH) is the holding company for Union Bank & Trust, which has 120 banking offices and 200 ATMs located throughout Virginia. Non-bank affiliates of the holding company include: Union Mortgage Group, Inc., which provides a full line of mortgage products, Old Dominion Capital Management, Inc., which provides investment advisory services, 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 Bankshares Corporation will hold a conference call on Friday, July 22nd, at 9:00 a.m. Eastern Time during which 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 44271225.

NON-GAAP MEASURES
In reporting the results of the quarter ended June 30, 2016, the Company has provided supplemental performance measures on a tangible basis. 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 press release 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 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 projected 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, information security, and consumer spending and saving habits.  More information is available on the Company’s website, http://investors.bankatunion.com. 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 BANKSHARES CORPORATION AND SUBSIDIARIES
KEY FINANCIAL RESULTS
(Dollars in thousands, except share data)
(FTE - "Fully Taxable Equivalent")
 
Three Months Ended
 
Six Months Ended
 
6/30/16
 
3/31/16
 
6/30/15
 
6/30/16
 
6/30/15
Results of Operations
 
 
 
 
 
 
 
 
 
Interest and dividend income
$
72,781

 
$
70,749

 
$
69,854

 
$
143,530

 
$
137,455

Interest expense
7,005

 
7,018

 
6,038

 
14,023

 
11,670

Net interest income
65,776

 
63,731

 
63,816

 
129,507

 
125,785

Provision for credit losses
2,300

 
2,604

 
3,749

 
4,904

 
5,499

Net interest income after provision for credit losses
63,476

 
61,127

 
60,067

 
124,603

 
120,286

Noninterest income
17,993

 
15,914

 
16,212

 
33,907

 
31,266

Noninterest expenses
55,251

 
54,272

 
55,241

 
109,523

 
109,081

Income before income taxes
26,218

 
22,769

 
21,038

 
48,987

 
42,471

Income tax expense
6,881

 
5,808

 
5,690

 
12,689

 
11,422

Net income
$
19,337

 
$
16,961

 
$
15,348

 
$
36,298

 
$
31,049

 
 
 
 
 
 
 
 
 
 
Interest earned on earning assets (FTE)
$
75,232

 
$
73,238

 
$
72,145

 
$
148,471

 
$
141,907

Net interest income (FTE)
68,227

 
66,220

 
66,107

 
134,448

 
130,237

Core deposit intangible amortization
1,745

 
1,880

 
2,138

 
3,625

 
4,361

 
 
 
 
 
 
 
 
 
 
Net income - community bank segment
$
18,798

 
$
16,907

 
$
15,253

 
$
35,705

 
$
31,221

Net income (loss) - mortgage segment
539

 
54

 
95

 
593

 
(172
)
 
 
 
 
 
 
 
 
 
 
Key Ratios
 
 
 
 
 
 
 
 
 
Earnings per common share, diluted
$
0.44

 
$
0.38

 
$
0.34

 
$
0.82

 
$
0.69

Return on average assets (ROA)
0.98
%
 
0.88
%
 
0.83
%
 
0.93
%
 
0.84
%
Return on average equity (ROE)
7.88
%
 
6.89
%
 
6.21
%
 
7.39
%
 
6.34
%
Return on average tangible common equity (ROTCE)
11.60
%
 
10.13
%
 
9.20
%
 
10.86
%
 
9.43
%
Efficiency ratio (FTE)
64.08
%
 
66.08
%
 
67.11
%
 
65.06
%
 
67.54
%
Efficiency ratio - community bank segment (FTE)
63.77
%
 
65.27
%
 
66.07
%
 
64.51
%
 
66.25
%
Efficiency ratio - mortgage bank segment (FTE)
75.31
%
 
93.36
%
 
94.21
%
 
83.30
%
 
103.90
%
Net interest margin (FTE)
3.84
%
 
3.82
%
 
3.97
%
 
3.83
%
 
3.96
%
Yields on earning assets (FTE)
4.23
%
 
4.23
%
 
4.33
%
 
4.23
%
 
4.32
%
Cost of interest-bearing liabilities (FTE)
0.51
%
 
0.52
%
 
0.47
%
 
0.52
%
 
0.46
%
Cost of funds (FTE)
0.39
%
 
0.41
%
 
0.36
%
 
0.40
%
 
0.36
%
Net interest margin, core (FTE) (1)
3.76
%
 
3.76
%
 
3.86
%
 
3.76
%
 
3.85
%
Yields on earning assets (FTE), core (1)
4.16
%
 
4.16
%
 
4.27
%
 
4.16
%
 
4.27
%
Cost of interest-bearing liabilities (FTE), core (1)
0.52
%
 
0.53
%
 
0.53
%
 
0.52
%
 
0.54
%
Cost of funds (FTE), core (1)
0.40
%
 
0.40
%
 
0.41
%
 
0.40
%
 
0.42
%
 
 
 
 
 
 
 
 
 
 
Per Share Data
 
 
 
 
 
 
 
 
 
Earnings per common share, basic
$
0.44

 
$
0.38

 
$
0.34

 
$
0.82

 
$
0.69

Earnings per common share, diluted
0.44

 
0.38

 
0.34

 
0.82

 
0.69

Cash dividends paid per common share
0.19

 
0.19

 
0.17

 
0.38

 
0.32

Market value per share
24.71

 
24.63

 
23.24

 
24.71

 
23.24

Book value per common share
22.87

 
22.55

 
22.02

 
22.87

 
22.02

Tangible book value per common share
15.44

 
15.31

 
14.87

 
15.44

 
14.87

Price to earnings ratio, diluted
13.96

 
16.12

 
17.04

 
14.98

 
16.70

Price to book value per common share ratio
1.08

 
1.09

 
1.06

 
1.08

 
1.06

Price to tangible common share ratio
1.60

 
1.61

 
1.56

 
1.60

 
1.56

Weighted average common shares outstanding, basic
43,746,583

 
44,251,276

 
45,128,698

 
43,998,929

 
45,117,396

Weighted average common shares outstanding, diluted
43,824,183

 
44,327,229

 
45,209,814

 
44,075,706

 
45,198,727

Common shares outstanding at end of period
43,619,867

 
43,854,381

 
45,112,893

 
43,619,867

 
45,112,893



 





 
Three Months Ended
 
Six Months Ended
 
6/30/16
 
3/31/16
 
6/30/15
 
6/30/16
 
6/30/15
Capital Ratios
 
 
 
 
 
 
 
 
 
Common equity Tier 1 capital ratio (2)
9.92
%
 
10.25
%
 
10.87
%
 
9.92
%
 
10.87
%
Tier 1 capital ratio (2)
11.25
%
 
11.63
%
 
12.31
%
 
11.25
%
 
12.31
%
Total capital ratio (2)
11.77
%
 
12.16
%
 
12.83
%
 
11.77
%
 
12.83
%
Leverage ratio (Tier 1 capital to average assets) (2)
10.01
%
 
10.25
%
 
10.82
%
 
10.01
%
 
10.82
%
Common equity to total assets
12.21
%
 
12.52
%
 
13.18
%
 
12.21
%
 
13.18
%
Tangible common equity to tangible assets
8.59
%
 
8.86
%
 
9.30
%
 
8.59
%
 
9.30
%
 
 
 
 
 
 
 
 
 
 
Financial Condition
 
 
 
 
 
 
 
 
 
Assets
$
8,100,561

 
$
7,832,611

 
$
7,497,706

 
$
8,100,561

 
$
7,497,706

Loans held for investment
5,941,098

 
5,780,502

 
5,510,385

 
5,941,098

 
5,510,385

Earning Assets
7,282,137

 
7,045,552

 
6,717,137

 
7,282,137

 
6,717,137

Goodwill
297,659

 
293,522

 
293,522

 
297,659

 
293,522

Core deposit intangibles, net
19,685

 
21,430

 
27,394

 
19,685

 
27,394

Deposits
6,095,826

 
5,945,982

 
5,784,474

 
6,095,826

 
5,784,474

Stockholders' equity
989,201

 
980,978

 
988,134

 
989,201

 
988,134

Tangible common equity (3)
668,093

 
666,026

 
667,218

 
668,093

 
667,218

 
 
 
 
 
 
 
 
 
 
Loans held for investment, net of deferred fees and costs
 
 
 
 
 
 
 
 
 
Construction and land development
$
765,997

 
$
776,698

 
$
671,234

 
$
765,997

 
$
671,234

Commercial real estate - owner occupied
831,880

 
849,202

 
874,582

 
831,880

 
874,582

Commercial real estate - non-owner occupied
1,370,745

 
1,296,251

 
1,217,646

 
1,370,745

 
1,217,646

Multifamily real estate
337,723

 
323,270

 
316,474

 
337,723

 
316,474

Commercial & Industrial
469,054

 
453,208

 
426,193

 
469,054

 
426,193

Residential 1-4 Family
992,457

 
978,478

 
991,592

 
992,457

 
991,592

Auto
244,575

 
241,737

 
216,420

 
244,575

 
216,420

HELOC
519,196

 
517,122

 
512,123

 
519,196

 
512,123

Consumer and all other
409,471

 
344,536

 
284,121

 
409,471

 
284,121

Total loans held for investment
$
5,941,098

 
$
5,780,502

 
$
5,510,385

 
$
5,941,098

 
$
5,510,385

 
 
 
 
 
 
 
 
 
 
Deposits
 
 
 
 
 
 
 
 
 
NOW accounts
$
1,563,297

 
$
1,504,227

 
$
1,378,129

 
$
1,563,297

 
$
1,378,129

Money market accounts
1,366,451

 
1,323,192

 
1,303,792

 
1,366,451

 
1,303,792

Savings accounts
598,622

 
589,542

 
565,584

 
598,622

 
565,584

Time deposits of $100,000 and over
521,138

 
508,153

 
547,492

 
521,138

 
547,492

Other time deposits
653,584

 
657,625

 
699,801

 
653,584

 
699,801

Total interest-bearing deposits
$
4,703,092

 
$
4,582,739

 
$
4,494,798

 
$
4,703,092

 
$
4,494,798

Demand deposits
1,392,734

 
1,363,243

 
1,289,676

 
1,392,734

 
1,289,676

Total deposits
$
6,095,826

 
$
5,945,982

 
$
5,784,474

 
$
6,095,826

 
$
5,784,474

 
 
 
 
 
 
 
 
 
 
Averages
 
 
 
 
 
 
 
 
 
Assets
$
7,949,576

 
$
7,764,830

 
$
7,459,446

 
$
7,857,203

 
$
7,411,332

Loans held for investment
5,863,007

 
5,709,998

 
5,448,126

 
5,786,502

 
5,404,643

Loans held for sale
30,698

 
27,304

 
43,307

 
29,001

 
40,901

Securities
1,202,772

 
1,187,150

 
1,143,343

 
1,194,961

 
1,143,487

Earning assets
7,153,627

 
6,968,988

 
6,676,440

 
7,061,307

 
6,626,704

Deposits
6,025,545

 
5,899,404

 
5,709,963

 
5,962,475

 
5,675,134

Certificates of deposit
1,164,561

 
1,171,972

 
1,233,904

 
1,168,267

 
1,251,531

Interest-bearing deposits
4,642,899

 
4,562,856

 
4,431,087

 
4,602,878

 
4,423,933

Borrowings
881,027

 
816,943

 
703,223

 
848,984

 
691,348

Interest-bearing liabilities
5,523,926

 
5,379,799

 
5,134,310

 
5,451,862

 
5,115,281

Stockholders' equity
987,147

 
989,414

 
991,093

 
988,281

 
986,844

Tangible common equity (3)
670,503

 
673,562

 
669,139

 
672,033

 
663,814









 
Three Months Ended
 
Six Months Ended
 
6/30/16
 
3/31/16
 
6/30/15
 
6/30/16
 
6/30/15
Asset Quality
 
 
 
 
 
 
 
 
 
Allowance for Loan Losses (ALL)
 
 
 
 
 
 
 
 
 
Beginning balance
$
34,399

 
$
34,047

 
$
30,977

 
$
34,047

 
$
32,384

Add: Recoveries
660

 
828

 
1,023

 
1,488

 
1,695

Less: Charge-offs
2,285

 
2,980

 
3,205

 
5,265

 
7,034

Add: Provision for loan losses
2,300

 
2,504

 
3,549

 
4,804

 
5,299

Ending balance
$
35,074

 
$
34,399

 
$
32,344

 
$
35,074

 
$
32,344

 
 
 
 
 
 
 
 
 
 
ALL / total outstanding loans
0.59
%
 
0.60
%
 
0.59
%
 
0.59
%
 
0.59
%
ALL / total outstanding loans, adjusted for acquisition accounting (4)
0.92
%
 
0.95
%
 
1.02
%
 
0.92
%
 
1.02
%
Net charge-offs / total outstanding loans
0.11
%
 
0.15
%
 
0.16
%
 
0.13
%
 
0.20
%
Provision / total outstanding loans
0.16
%
 
0.18
%
 
0.26
%
 
0.16
%
 
0.19
%
 
 
 
 
 
 
 
 
 
 
Total PCI Loans
$
67,170

 
$
70,105

 
$
87,841

 
$
67,170

 
$
87,841

 
 
 
 
 
 
 
 
 
 
Nonperforming Assets
 
 
 
 
 
 
 
 
 
Construction and land development
$
1,604

 
$
2,156

 
$
2,402

 
$
1,604

 
$
2,402

Commercial real estate - owner occupied
1,661

 
2,816

 
3,624

 
1,661

 
3,624

Commercial real estate - non-owner occupied

 

 
200

 

 
200

Commercial & Industrial
263

 
810

 
564

 
263

 
564

Residential 1-4 Family
5,448

 
5,696

 
2,128

 
5,448

 
2,128

Auto
140

 
162

 

 
140

 

HELOC
1,495

 
973

 
493

 
1,495

 
493

Consumer and all other
250

 
479

 
110

 
250

 
110

Nonaccrual loans
$
10,861

 
$
13,092

 
$
9,521

 
$
10,861

 
$
9,521

Other real estate owned
13,381

 
14,246

 
22,222

 
13,381

 
22,222

Total nonperforming assets (NPAs)
$
24,242

 
$
27,338

 
$
31,743

 
$
24,242

 
$
31,743

Construction and land development
$
116

 
$
544

 
$
1,447

 
$
116

 
$
1,447

Commercial real estate - owner occupied
439

 
196

 
705

 
439

 
705

Commercial real estate - non-owner occupied
723

 
723

 
142

 
723

 
142

Multifamily real estate

 

 
656

 

 
656

Commercial & Industrial
117

 
422

 
494

 
117

 
494

Residential 1-4 Family
1,302

 
2,247

 
5,530

 
1,302

 
5,530

Auto
144

 
53

 
222

 
144

 
222

HELOC
642

 
1,315

 
1,289

 
642

 
1,289

Consumer and all other
50

 
223

 
418

 
50

 
418

Loans ≥ 90 days and still accruing
$
3,533

 
$
5,723

 
$
10,903

 
$
3,533

 
$
10,903

Total NPAs and loans ≥ 90 days
$
27,775

 
$
33,061

 
$
42,646

 
$
27,775

 
$
42,646

NPAs / total outstanding loans
0.41
%
 
0.47
%
 
0.58
%
 
0.41
%
 
0.58
%
NPAs / total assets
0.30
%
 
0.35
%
 
0.42
%
 
0.30
%
 
0.42
%
ALL / nonperforming loans
322.94
%
 
262.75
%
 
339.71
%
 
322.94
%
 
339.71
%
ALL / nonperforming assets
144.68
%
 
125.83
%
 
101.89
%
 
144.68
%
 
101.89
%
 
 
 
 
 
 
 
 
 
 
Troubled Debt Restructurings
 
 
 
 
 
 
 
 
 
Performing
$
11,885

 
$
11,486

 
$
19,880

 
$
11,885

 
$
19,880

Nonperforming
1,658

 
1,470

 
2,244

 
1,658

 
2,244

Total troubled debt restructurings
$
13,543

 
$
12,956

 
$
22,124

 
$
13,543

 
$
22,124








 
Three Months Ended
 
Six Months Ended
 
6/30/16
 
3/31/16
 
6/30/15
 
6/30/16
 
6/30/15
Past Due Detail
 
 
 
 
 
 
 
 
 
Construction and land development
$
402

 
$
2,676

 
$
248

 
$
402

 
$
248

Commercial real estate - owner occupied
912

 
1,787

 
169

 
912

 
169

Commercial real estate - non-owner occupied
267

 
24

 
1,427

 
267

 
1,427

Multifamily real estate

 
155

 
1,909

 

 
1,909

Commercial & Industrial
2,464

 
985

 
1,256

 
2,464

 
1,256

Residential 1-4 Family
5,476

 
13,711

 
3,854

 
5,476

 
3,854

Auto
1,282

 
1,519

 
1,663

 
1,282

 
1,663

HELOC
1,347

 
1,870

 
2,515

 
1,347

 
2,515

Consumer and all other
1,364

 
736

 
2,106

 
1,364

 
2,106

Loans 30-59 days past due
$
13,514

 
$
23,463

 
$
15,147

 
$
13,514

 
$
15,147

 
 
 
 
 
 
 
 
 
 
Construction and land development
$
1,177

 
$
724

 
$
326

 
$
1,177

 
$
326

Commercial real estate - owner occupied

 
963

 
341

 

 
341

Commercial real estate - non-owner occupied

 
276

 
1,199

 

 
1,199

Commercial & Industrial
62

 
284

 
284

 
62

 
284

Residential 1-4 Family
5,033

 
1,111

 
4,410

 
5,033

 
4,410

Auto
377

 
126

 
234

 
377

 
234

HELOC
1,228

 
388

 
387

 
1,228

 
387

Consumer and all other
412

 
1,996

 
263

 
412

 
263

Loans 60-89 days past due
$
8,289

 
$
5,868

 
$
7,444

 
$
8,289

 
$
7,444

 
 
 
 
 
 
 
 
 
 
Alternative Performance Measures (non-GAAP)
 
 
 
 
 
 
 
 
 
Tangible Common Equity (3)
 
 
 
 
 
 
 
 
 
Ending equity
$
989,201

 
$
980,978

 
$
988,134

 
$
989,201

 
$
988,134

Less: Ending goodwill
297,659

 
293,522

 
293,522

 
297,659

 
293,522

Less: Ending core deposit intangibles
19,685

 
21,430

 
27,394

 
19,685

 
27,394

Less: Ending other amortizable intangibles
3,764

 

 

 
3,764

 

Ending tangible common equity (non-GAAP)
$
668,093

 
$
666,026

 
$
667,218

 
$
668,093

 
$
667,218

 
 
 
 
 
 
 
 
 
 
Average equity
$
987,147

 
$
989,414

 
$
991,093

 
$
988,281

 
$
986,844

Less: Average goodwill
294,886

 
293,522

 
293,522

 
294,204

 
293,522

Less: Average core deposit intangibles
20,517

 
22,330

 
28,432

 
21,424

 
29,508

Less: Average other amortizable intangibles
1,241

 

 

 
620

 

Average tangible common equity (non-GAAP)
$
670,503

 
$
673,562

 
$
669,139

 
$
672,033

 
$
663,814

 
 
 
 
 
 
 
 
 
 
ALL to loans, adjusted for acquisition accounting (non-GAAP)(4)
 
 
 
 
 
 
 
 
Allowance for loan losses
$
35,074

 
$
34,399

 
$
32,344

 
$
35,074

 
$
32,344

Remaining fair value mark on purchased performing loans
19,092

 
19,994

 
23,010

 
19,092

 
23,010

Adjusted allowance for loan losses
$
54,166

 
$
54,393

 
$
55,354

 
$
54,166

 
$
55,354

 
 
 
 
 
 
 
 
 
 
Loans, net of deferred fees
$
5,941,098

 
$
5,780,502

 
$
5,510,385

 
$
5,941,098

 
$
5,510,385

Remaining fair value mark on purchased performing loans
19,092

 
19,994

 
23,010

 
19,092

 
23,010

Less: Purchased credit impaired loans, net of fair value mark
67,170

 
70,105

 
87,841

 
67,170

 
87,841

Adjusted loans, net of deferred fees
$
5,893,020

 
$
5,730,391

 
$
5,445,554

 
$
5,893,020

 
$
5,445,554

 
 
 
 
 
 
 
 
 
 
ALL / gross loans, adjusted for acquisition accounting
0.92
%
 
0.95
%
 
1.02
%
 
0.92
%
 
1.02
%








 
Three Months Ended
 
Six Months Ended
 
6/30/16
 
3/31/16
 
6/30/15
 
6/30/16
 
6/30/15
Mortgage Origination Volume
 
 
 
 
 
 
 
 
 
Refinance Volume
$
47,033

 
$
37,304

 
$
43,385

 
$
84,337

 
$
108,934

Construction Volume
21,751

 
14,894

 
20,946

 
36,645

 
40,498

Purchase Volume
71,297

 
46,013

 
75,971

 
117,310

 
129,584

Total Mortgage loan originations
$
140,081

 
$
98,211

 
$
140,302

 
$
238,292

 
$
279,016

% of originations that are refinances
33.6
%
 
38.0
%
 
30.9
%
 
35.4
%
 
39.0
%
 
 
 
 
 
 
 
 
 
 
Other Data
 
 
 
 
 
 
 
 
 
End of period full-time employees
1,423

 
1,400

 
1,443

 
1,423

 
1,443

Number of full-service branches
120

 
124

 
131

 
120

 
131

Number of full automatic transaction machines (ATMs)
200

 
201

 
199

 
200

 
199


(1) The core metrics, FTE, exclude the impact of acquisition accounting accretion and amortization adjustments in net interest income.

(2) All ratios at June 30, 2016 are estimates and subject to change pending the Company’s filing of its FR Y9-C. All other periods are presented as filed.

(3) 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.

(4) The allowance for loan losses ratio, adjusted for acquisition accounting (non-GAAP), includes an adjustment for the fair value mark on purchased performing loans. The purchased performing loans are reported net of the related fair value mark in loans, net of deferred fees, on the Company’s Consolidated Balance Sheet; therefore, the fair value mark is added back to the balance to represent the total loan portfolio. The adjusted allowance for loan losses, including the fair value mark, represents the total reserve on the Company’s loan portfolio. The PCI loans, net of the respective fair value mark, are removed from the loans, net of deferred fees, as these PCI loans are not covered by the allowance established by the Company unless changes in expected cash flows indicate that one of the PCI loan pools are impaired, at which time an allowance for PCI loans will be established. 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 ratio, adjusted for acquisition accounting, 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 fair value 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.





UNION BANKSHARES CORPORATION AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
(Dollars in thousands, except share data)
 
 
 
 
 
 
June 30,
 
December 31,
 
June 30,
 
2016
 
2015
 
2015
ASSETS
 
 
 
 
 
Cash and cash equivalents:
 
 
 
 
 
Cash and due from banks
$
128,896

 
$
111,323

 
$
109,480

Interest-bearing deposits in other banks
87,887

 
29,670

 
26,334

Federal funds sold
251

 
1,667

 
1,019

Total cash and cash equivalents
217,034

 
142,660

 
136,833

Securities available for sale, at fair value
949,663

 
903,292

 
888,362

Securities held to maturity, at carrying value
202,917

 
205,374

 
201,072

Restricted stock, at cost
62,206

 
51,828

 
50,171

Loans held for sale
38,114

 
36,030

 
39,450

Loans held for investment, net of deferred fees and costs
5,941,098

 
5,671,462

 
5,510,385

Less allowance for loan losses
35,074

 
34,047

 
32,344

Net loans held for investment
5,906,024

 
5,637,415

 
5,478,041

Premises and equipment, net
124,032

 
126,028

 
132,681

Other real estate owned, net of valuation allowance
13,381

 
15,299

 
22,222

Core deposit intangibles, net
19,685

 
23,310

 
27,394

Goodwill
297,659

 
293,522

 
293,522

Bank owned life insurance
176,413

 
173,687

 
141,284

Other assets
93,433

 
84,846

 
86,674

Total assets
$
8,100,561

 
$
7,693,291

 
$
7,497,706

LIABILITIES
 
 
 
 
 
Noninterest-bearing demand deposits
$
1,392,734

 
$
1,372,937

 
$
1,289,676

Interest-bearing deposits
4,703,092

 
4,590,999

 
4,494,798

Total deposits
6,095,826

 
5,963,936

 
5,784,474

Securities sold under agreements to repurchase
121,262

 
84,977

 
119,680

Other short-term borrowings
557,000

 
304,000

 
261,000

Long-term borrowings
274,547

 
291,198

 
300,294

Other liabilities
62,725

 
53,813

 
44,124

Total liabilities
7,111,360

 
6,697,924

 
6,509,572

Commitments and contingencies
 
 
 
 
 
STOCKHOLDERS' EQUITY
 
 
 
 
 
Common stock, $1.33 par value, shares authorized 100,000,000; issued and outstanding, 43,619,867 shares, 44,785,674 shares, and 45,112,893 shares, respectively.
57,537

 
59,159

 
59,672

Additional paid-in capital
605,018

 
631,822

 
640,936

Retained earnings
317,747

 
298,134

 
278,297

Accumulated other comprehensive income
8,899

 
6,252

 
9,229

Total stockholders' equity
989,201

 
995,367

 
988,134

Total liabilities and stockholders' equity
$
8,100,561

 
$
7,693,291

 
$
7,497,706












UNION BANKSHARES CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF INCOME
(Dollars in thousands, except share data)
 
 
 
 
 
 
 
 
 
 
Three Months Ended
 
Six Months Ended
 
June 30,
 
March 31,
 
June 30,
 
June 30,
 
June 30,
 
2016
 
2016
 
2015
 
2016
 
2015
Interest and dividend income:
 
 
 
 
 
 
 
 
 
Interest and fees on loans
$
64,747

 
$
62,947

 
$
62,604

 
$
127,694

 
$
123,057

Interest on deposits in other banks
65

 
47

 
24

 
112

 
41

Interest and dividends on securities:
 
 
 
 
 
 
 
 
 
Taxable
4,510

 
4,316

 
3,860

 
8,826

 
7,667

Nontaxable
3,459

 
3,439

 
3,366

 
6,898

 
6,690

Total interest and dividend income
72,781

 
70,749

 
69,854

 
143,530

 
137,455

Interest expense:
 
 
 
 
 
 
 
 
 
Interest on deposits
4,197

 
4,195

 
3,680

 
8,393

 
7,000

Interest on federal funds purchased
2

 
2

 
4

 
3

 
5

Interest on short-term borrowings
708

 
621

 
255

 
1,329

 
505

Interest on long-term borrowings
2,098

 
2,200

 
2,099

 
4,298

 
4,160

Total interest expense
7,005

 
7,018

 
6,038

 
14,023

 
11,670

Net interest income
65,776

 
63,731

 
63,816

 
129,507

 
125,785

Provision for credit losses
2,300

 
2,604

 
3,749

 
4,904

 
5,499

Net interest income after provision for credit losses
63,476

 
61,127

 
60,067

 
124,603

 
120,286

Noninterest income:
 
 
 
 
 
 
 
 
 
Service charges on deposit accounts
4,754

 
4,734

 
4,622

 
9,488

 
8,835

Other service charges and fees
4,418

 
4,156

 
4,051

 
8,574

 
7,634

Fiduciary and asset management fees
2,333

 
2,138

 
2,312

 
4,471

 
4,531

Mortgage banking income, net
2,972

 
2,146

 
2,574

 
5,117

 
4,952

Gains on securities transactions, net
3

 
143

 
404

 
146

 
597

Bank owned life insurance income
1,361

 
1,372

 
1,134

 
2,734

 
2,269

Other operating income
2,152

 
1,225

 
1,115

 
3,377

 
2,448

Total noninterest income
17,993

 
15,914

 
16,212

 
33,907

 
31,266

Noninterest expenses:
 
 
 
 
 
 
 
 
 
Salaries and benefits
28,519

 
28,048

 
25,561

 
56,567

 
53,052

Occupancy expenses
4,809

 
4,976

 
5,173

 
9,785

 
10,305

Furniture and equipment expenses
2,595

 
2,636

 
2,989

 
5,232

 
5,803

Printing, postage, and supplies
1,280

 
1,139

 
1,408

 
2,419

 
2,779

Communications expense
927

 
1,089

 
1,143

 
2,016

 
2,322

Technology and data processing
3,608

 
3,814

 
3,216

 
7,422

 
6,471

Professional services
2,548

 
1,989

 
1,669

 
4,537

 
3,017

Marketing and advertising expense
1,924

 
1,938

 
2,372

 
3,863

 
4,060

FDIC assessment premiums and other insurance
1,379

 
1,362

 
1,280

 
2,741

 
2,679

Other taxes
1,607

 
1,618

 
1,554

 
3,225

 
3,105

Loan-related expenses
855

 
599

 
687

 
1,454

 
1,371

OREO and credit-related expenses
894

 
569

 
1,965

 
1,463

 
3,152

Amortization of intangible assets
1,745

 
1,880

 
2,138

 
3,625

 
4,361

Training and other personnel costs
905

 
744

 
912

 
1,649

 
1,633

Other expenses
1,656

 
1,871

 
3,174

 
3,525

 
4,971

Total noninterest expenses
55,251

 
54,272

 
55,241

 
109,523

 
109,081

Income before income taxes
26,218

 
22,769

 
21,038

 
48,987

 
42,471

Income tax expense
6,881

 
5,808

 
5,690

 
12,689

 
11,422

Net income
$
19,337

 
$
16,961

 
$
15,348

 
$
36,298

 
$
31,049

Basic earnings per common share
$
0.44

 
$
0.38

 
$
0.34

 
$
0.82

 
$
0.69

Diluted earnings per common share
$
0.44

 
$
0.38

 
$
0.34

 
$
0.82

 
$
0.69








UNION BANKSHARES CORPORATION AND SUBSIDIARIES
SEGMENT FINANCIAL INFORMATION
(Dollars in thousands)
 
 
 
 
 
 
 
 
Community Bank
 
Mortgage
 
Eliminations
 
Consolidated
Three Months Ended June 30, 2016
 
 
 
 
 
 
 
Net interest income
$
65,478

 
$
298

 
$

 
$
65,776

Provision for credit losses
2,260

 
40

 

 
2,300

Net interest income after provision for credit losses
63,218

 
258

 

 
63,476

Noninterest income
14,940

 
3,207

 
(154
)
 
17,993

Noninterest expenses
52,766

 
2,639

 
(154
)
 
55,251

Income before income taxes
25,392

 
826

 

 
26,218

Income tax expense
6,594

 
287

 

 
6,881

Net income
$
18,798

 
$
539

 
$

 
$
19,337

Total assets
$
8,094,176

 
$
75,802

 
$
(69,417
)
 
$
8,100,561

 
 
 
 
 
 
 
 
Three Months Ended March 31, 2016
 
 
 
 
 
 
 
Net interest income
$
63,425

 
$
306

 
$

 
$
63,731

Provision for credit losses
2,500

 
104

 

 
2,604

Net interest income after provision for credit losses
60,925

 
202

 

 
61,127

Noninterest income
13,608

 
2,477

 
(171
)
 
15,914

Noninterest expenses
51,844

 
2,599

 
(171
)
 
54,272

Income before income taxes
22,689

 
80

 

 
22,769

Income tax expense
5,782

 
26

 

 
5,808

Net income
$
16,907

 
$
54

 
$

 
$
16,961

Total assets
$
7,825,652

 
$
55,069

 
$
(48,110
)
 
$
7,832,611

 
 
 
 
 
 
 
 
Three Months Ended June 30, 2015
 
 
 
 
 
 
 
Net interest income
$
63,441

 
$
375

 
$

 
$
63,816

Provision for credit losses
3,700

 
49

 

 
3,749

Net interest income after provision for credit losses
59,741

 
326

 

 
60,067

Noninterest income
13,523

 
2,860

 
(171
)
 
16,212

Noninterest expenses
52,365

 
3,047

 
(171
)
 
55,241

Income before income taxes
20,899

 
139

 

 
21,038

Income tax expense
5,646

 
44

 

 
5,690

Net income
$
15,253

 
$
95

 
$

 
$
15,348

Total assets
$
7,495,564

 
$
55,563

 
$
(53,421
)
 
$
7,497,706

 
 
 
 
 
 
 
 
Six Months Ended June 30, 2016
 
 
 
 
 
 
 
Net interest income
$
128,903

 
$
604

 
$

 
$
129,507

Provision for credit losses
4,760

 
144

 

 
4,904

Net interest income after provision for credit losses
124,143

 
460

 

 
124,603

Noninterest income
28,548

 
5,684

 
(325
)
 
33,907

Noninterest expenses
104,610

 
5,238

 
(325
)
 
109,523

Income before income taxes
48,081

 
906

 

 
48,987

Income tax expense
12,376

 
313

 

 
12,689

Net income
$
35,705

 
$
593

 
$

 
$
36,298

Total assets
$
8,094,176

 
$
75,802

 
$
(69,417
)
 
$
8,100,561

 
 
 
 
 
 
 
 
Six Months Ended June 30, 2015
 
 
 
 
 
 
 
Net interest income
$
125,164

 
$
621

 
$

 
$
125,785

Provision for credit losses
5,450

 
49

 

 
5,499

Net interest income after provision for credit losses
119,714

 
572

 

 
120,286

Noninterest income
26,371

 
5,236

 
(341
)
 
31,266

Noninterest expenses
103,337

 
6,085

 
(341
)
 
109,081

Income (loss) before income taxes
42,748

 
(277
)
 

 
42,471

Income tax expense (benefit)
11,527

 
(105
)
 

 
11,422

Net income (loss)
$
31,221

 
$
(172
)
 
$

 
$
31,049

Total assets
$
7,495,564

 
$
55,563

 
$
(53,421
)
 
$
7,497,706








AVERAGE BALANCES, INCOME AND EXPENSES, YIELDS AND RATES (TAXABLE EQUIVALENT BASIS)
 
For the Quarter Ended
 
June 30, 2016
 
March 31, 2016
 
Average Balance
 
Interest Income / Expense
 
Yield / Rate (1)
 
Average Balance
 
Interest Income / Expense
 
Yield / Rate (1)
Assets:
 
 
 
 
 
 
 
 
 
 
 
Securities:
 
 
 
 
 
 
 
 
 
 
 
Taxable
$
755,655

 
$
4,510

 
2.40
%
 
$
743,724

 
$
4,316

 
2.33
%
Tax-exempt
447,117

 
5,321

 
4.79
%
 
443,426

 
5,291

 
4.80
%
Total securities
1,202,772

 
9,831

 
3.29
%
 
1,187,150

 
9,607

 
3.25
%
Loans, net (2) (3)
5,863,007

 
65,115

 
4.47
%
 
5,709,998

 
63,326

 
4.46
%
Other earning assets
87,848

 
286

 
1.31
%
 
71,840

 
305

 
1.71
%
Total earning assets
7,153,627

 
$
75,232

 
4.23
%
 
6,968,988

 
$
73,238

 
4.23
%
Allowance for loan losses
(35,282
)
 
 
 
 
 
(35,034
)
 
 
 
 
Total non-earning assets
831,231

 
 
 
 
 
830,876

 
 
 
 
Total assets
$
7,949,576

 
 
 
 
 
$
7,764,830

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Liabilities and Stockholders' Equity:
 
 
 
 
 
 
 
 
 
 
 
Interest-bearing deposits:
 
 
 
 
 
 
 
 
 
 
 
Transaction and money market accounts
$
2,882,468

 
$
1,448

 
0.20
%
 
$
2,809,961

 
$
1,393

 
0.20
%
Regular savings
595,870

 
224

 
0.15
%
 
580,923

 
217

 
0.15
%
Time deposits
1,164,561

 
2,525

 
0.87
%
 
1,171,972

 
2,585

 
0.89
%
Total interest-bearing deposits
4,642,899

 
4,197

 
0.36
%
 
4,562,856

 
4,195

 
0.37
%
Other borrowings (4)
881,027

 
2,808

 
1.28
%
 
816,943

 
2,823

 
1.39
%
Total interest-bearing liabilities
5,523,926

 
$
7,005

 
0.51
%
 
5,379,799

 
$
7,018

 
0.52
%
 
 
 
 
 
 
 
 
 
 
 
 
Noninterest-bearing liabilities:
 
 
 
 
 
 
 
 
 
 
 
Demand deposits
1,382,646

 
 
 
 
 
1,336,548

 
 
 
 
Other liabilities
55,857

 
 
 
 
 
59,069

 
 
 
 
Total liabilities
6,962,429

 
 
 
 
 
6,775,416

 
 
 
 
Stockholders' equity
987,147

 
 
 
 
 
989,414

 
 
 
 
Total liabilities and stockholders' equity
$
7,949,576

 
 
 
 
 
$
7,764,830

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Net interest income
 
 
$
68,227

 
 
 
 
 
$
66,220

 
 
 
 
 
 
 
 
 
 
 
 
 
 
Interest rate spread (5)
 
 
 
 
3.72
%
 
 
 
 
 
3.71
%
Cost of funds
 
 
 
 
0.39
%
 
 
 
 
 
0.41
%
Net interest margin (6)
 
 
 
 
3.84
%
 
 
 
 
 
3.82
%
 
 
 
 
 
 
 
 
 
 
 
 
(1) Rates and yields are annualized and calculated from actual, not rounded, amounts in thousands, which appear above.
(2) Nonaccrual loans are included in average loans outstanding.
(3) Interest income on loans includes $1.3 million and $1.1 million for the three months ended June 30, 2016 and March 31, 2016, respectively, in accretion of the fair market value adjustments related to acquisitions.
(4) Interest expense on borrowings includes $143,000 and $62,000 for the three months ended June 30, 2016 and March 31, 2016, respectively, in accretion of the fair market value adjustments related to acquisitions.
(5) Income and yields are reported on a taxable equivalent basis using the statutory federal corporate tax rate of 35%.
(6) Core net interest margin excludes purchase accounting adjustments and was 3.76% for both the three months ended June 30, 2016 and March 31, 2016.