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8-K - 8-K - Atlantic Union Bankshares Corpa8-kearningsrelease3q16.htm
Exhibit 99.1


unionbankshares_image1.jpg


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

UNION BANKSHARES REPORTS THIRD QUARTER RESULTS

Richmond, Va., October 20, 2016 - Union Bankshares Corporation (the “Company” or “Union”) (NASDAQ: UBSH) today reported net income of $20.4 million and earnings per share of $0.47 for its third quarter ended September 30, 2016. The quarterly results represent an increase of $1.1 million, or 5.5%, in net income and an increase of $0.03, or 6.8%, in earnings per share from the second quarter. For the nine months ended September 30, 2016, net income was $56.7 million and earnings per share was $1.29, an increase of 15.1% and 18.3%, respectively, compared to the results for the nine months ended September 30, 2015.

Union’s third quarter financial results continued to demonstrate the steady progress we are making toward our strategic growth and profitability objectives with another quarter of double digit loan and deposit growth and net income of $20.4 million,” said G. William Beale, chief executive officer of Union Bankshares Corporation. “We also continued to make headway towards delivering the top-tier financial performance our shareholders expect as the return on average assets improved to 1.0% and return on tangible common equity increased to 12.0%.
 
“As John Asbury and I begin the CEO transition plan we recently announced, I want to thank all of you for your interest and investment in Union over the years.  While I’m proud of what the company has accomplished and the significant value the Company has created for our shareholders over the past 25 years, I believe that Union’s best days lie ahead and that John is the right person to lead the company into the future.

Select highlights for the third quarter include:
Net income for the community bank segment was $19.6 million, or $0.45 per share, for the third quarter, compared to $18.9 million, or $0.43 per share, for the second quarter. Net income for the community bank segment for the nine months ended September 30, 2016 was $55.3 million, or $1.26 per share.
The mortgage segment reported net income of $785,000, or $0.02 per share, for the third quarter, compared to net income of $539,000, or $0.01 per share, in the second quarter. Net income for the mortgage segment for the nine months ended September 30, 2016 was $1.4 million, or $0.03 per share.
Return on Average Assets (“ROA”) was 1.00% for the quarter ended September 30, 2016 compared to ROA of 0.98% for the prior quarter and 0.96% for the third quarter of 2015. Return on Average Tangible Common Equity (“ROTCE”) was 12.00% for the quarter ended September 30, 2016 compared to ROTCE of 11.60% for the prior quarter and 10.70% for the third quarter of 2015.
As previously announced, the Company closed five in-store branches in the Richmond market on September 30, 2016 as part of its continuing efforts to become more efficient. The Company incurred approximately $400,000 in related branch closure costs.
Loans held for investment grew $207.8 million, or 14.0% (annualized), from June 30, 2016 and increased $605.3 million, or 10.9%, from September 30, 2015. Average loans increased $170.7 million, or 11.6% (annualized), from the prior quarter and increased $508.6 million, or 9.2%, from the same quarter in the prior year.
Period-end deposits increased $162.7 million, or 10.7% (annualized), from June 30, 2016 and grew $439.7 million, or 7.6%, from September 30, 2015. Average deposits increased $179.4 million, or 11.9% (annualized), from the prior quarter and increased $390.8 million, or 6.7%, from the prior year.







NET INTEREST INCOME

Tax-equivalent net interest income was $69.5 million, an increase of $1.2 million from the second quarter, primarily driven by higher earning asset balances. The third quarter tax-equivalent net interest margin decreased 8 basis points to 3.76% from 3.84% in the previous quarter. Core tax-equivalent net interest margin (which excludes the 9 and 8 basis point impact of acquisition accounting accretion in the current and prior quarter, respectively) declined by 9 basis points to 3.67% from 3.76% in the previous quarter. The decrease in the core tax-equivalent net interest margin was principally due to the 7 basis point decline in interest-earning asset yields and the 2 basis point increase in cost of funds. The decline in interest-earnings asset yields was primarily driven by lower loan yields on new and renewed loans (4 basis points) and lower levels of loans fees recorded in the current quarter (3 basis points).


The Company’s tax-equivalent net interest margin includes the impact of acquisition accounting fair value adjustments. During the third quarter, net accretion related to acquisition accounting increased $117,000, or 8.3%, from the prior quarter to $1.5 million for the quarter ended September 30, 2016. The second and third 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 June 30, 2016
$
1,259

 
$
143

 
$
1,402

For the quarter ended September 30, 2016
1,338

 
181

 
1,519

For the remaining three months of 2016
1,040

 
71

 
1,111

For the years ending:
 
 
 
 
 
2017
4,089

 
170

 
4,259

2018
3,692

 
(143)

 
3,549

2019
3,029

 
(286)

 
2,743

2020
2,622

 
(301)

 
2,321

2021
2,232

 
(316)

 
1,916

Thereafter
8,691

 
(5,306)

 
3,385



ASSET QUALITY/LOAN LOSS PROVISION

Overview
During the third quarter, the Company experienced declines in nonperforming asset balances as well as in net charge-off levels from the prior quarter. Nonperforming assets, past due loans, and net charge-offs were also down from the prior year. The loan loss provision and 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 $62.3 million (net of fair value mark of $15.6 million).

Nonperforming Assets (“NPAs”)
At September 30, 2016, NPAs totaled $23.3 million, a decrease of $11.8 million, or 33.7%, from September 30, 2015 and a decline of $984,000, or 4.1%, from June 30, 2016. In addition, NPAs as a percentage of total outstanding loans declined 25 basis points from 0.63% a year earlier and decreased 3 basis points from 0.41% last quarter to 0.38% in the current quarter. The following table shows a summary of asset quality balances at the quarter ended (dollars in thousands):
 
September 30,
 
June 30,
 
March 31,
 
December 31,
 
September 30,
 
2016
 
2016
 
2016
 
2015
 
2015
Nonaccrual loans, excluding PCI loans
$
12,677

 
$
10,861

 
$
13,092

 
$
11,936

 
$
12,966

Foreclosed properties
7,927

 
10,076

 
10,941

 
11,994

 
18,789

Former bank premises
2,654

 
3,305

 
3,305

 
3,305

 
3,305

Total nonperforming assets
$
23,258

 
$
24,242

 
$
27,338

 
$
27,235

 
$
35,060







The following table shows the activity in nonaccrual loans for the quarter ended (dollars in thousands):
 
September 30,
 
June 30,
 
March 31,
 
December 31,
 
September 30,
 
2016
 
2016
 
2016
 
2015
 
2015
Beginning Balance
$
10,861

 
$
13,092

 
$
11,936

 
$
12,966

 
$
9,521

Net customer payments
(1,645
)
 
(2,859
)
 
(1,204
)
 
(1,493
)
 
(1,104
)
Additions
4,359

 
2,568

 
5,150

 
2,344

 
5,213

Charge-offs
(660
)
 
(1,096
)
 
(1,446
)
 
(1,245
)
 
(541
)
Loans returning to accruing status
(23
)
 
(396
)
 
(932
)
 
(402
)
 
(123
)
Transfers to OREO
(215
)
 
(448
)
 
(412
)
 
(234
)
 

Ending Balance
$
12,677

 
$
10,861

 
$
13,092

 
$
11,936

 
$
12,966



The following table shows the activity in other real estate owned ("OREO") for the quarter ended (dollars in thousands):
 
September 30,
 
June 30,
 
March 31,
 
December 31,
 
September 30,
 
2016
 
2016
 
2016
 
2015
 
2015
Beginning Balance
$
13,381

 
$
14,246

 
$
15,299

 
$
22,094

 
$
22,222

Additions of foreclosed property
246

 
501

 
456

 
234

 
1,082

Additions of former bank premises

 

 

 
1,822

 

Capitalized improvements

 

 

 

 
9

Valuation adjustments
(479
)
 
(274
)
 
(126
)
 
(4,229
)
 
(473
)
Proceeds from sales
(2,844
)
 
(1,086
)
 
(1,390
)
 
(4,961
)
 
(767
)
Gains (losses) from sales
277

 
(6
)
 
7

 
339

 
21

Ending Balance
$
10,581

 
$
13,381

 
$
14,246

 
$
15,299

 
$
22,094


During the third quarter, the majority of sales of OREO were related to land and residential real estate.

Past Due Loans
Past due loans still accruing interest totaled $26.9 million, or 0.44% of total loans, at September 30, 2016 compared to $27.5 million, or 0.50%, a year ago and $25.3 million, or 0.43%, at June 30, 2016. At September 30, 2016, loans past due 90 days or more and accruing interest totaled $3.5 million, or 0.06% of total loans, compared to $5.2 million, or 0.09%, a year ago and $3.5 million, or 0.06%, at June 30, 2016.

Net Charge-offs
For the third quarter, net charge-offs were $929,000, or 0.06% on an annualized basis, compared to $1.0 million, or 0.07%, for the same quarter last year and $1.6 million, or 0.11%, for the prior quarter. For the nine months ended September 30, 2016, net charge-offs were $4.7 million, or 0.11% on an annualized basis, compared to $6.4 million, or 0.15%, for the same period last year.

Provision
The provision for loan losses for the current quarter was $2.4 million, an increase of $435,000 compared to the same quarter a year ago and a slight increase of $97,000 compared to the previous quarter. The increase in provision for loan losses in the current quarter compared to the prior periods was primarily driven by higher loan balances. Additionally, a $75,000 provision was recognized during the current quarter for unfunded loan commitments, resulting in a total of $2.5 million in provision for credit losses for the quarter.

Allowance for Loan Losses
The allowance for loan losses (“ALL”) increased $1.5 million from June 30, 2016 to $36.5 million at September 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 September 30, 2016, 0.59% at June 30, 2016, and 0.60% at September 30, 2015. The ALL as a percentage of the total loan portfolio, adjusted for purchase accounting (non-GAAP), was 0.90% at September 30,





2016, a decrease from 0.92% from the prior quarter and a decrease from 1.01% from the quarter ended September 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 288.3% at September 30, 2016, compared to 322.9% at June 30, 2016 and 256.6% at September 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 $957,000, or 5.3%, to $19.0 million for the quarter ended September 30, 2016 from $18.0 million in the prior quarter, primarily driven by higher fiduciary and asset management fees of $511,000, or 21.9%, due to the Old Dominion Capital Management acquisition, higher mortgage banking income of $235,000, and higher customer-related fee income of $190,000. Increases in customer-related fee income were primarily driven by higher overdraft and letter of credit fees.

Mortgage banking income increased $235,000, or 7.9%, to $3.2 million in the third quarter compared to $3.0 million in the second quarter, related to increased mortgage loan originations. Mortgage loan originations increased by $16.6 million, or 11.8%, in the current quarter to $156.7 million from $140.1 million in the second quarter. Of the mortgage loan originations in the current quarter, 33.8% were refinances, which was consistent with 33.6% in the prior quarter.

NONINTEREST EXPENSE

Noninterest expense increased $1.7 million, or 3.0%, to $56.9 million for the quarter ended September 30, 2016 from $55.3 million in the prior quarter. Salaries and benefits expenses increased $2.0 million primarily due to increases in incentive compensation and profit sharing expenses tied to the Company's financial performance as well as costs incurred related to the CEO succession plan announced during the quarter. Other increases in noninterest expense included branch closure costs of approximately $400,000 related to the five branches closed on September 30, 2016, higher loan volume driven expenses of $302,000, and higher transaction driven data processing fees of $309,000. These increases were partially offset by declines in professional fees of $653,000 due to lower project-related consulting expenses and lower OREO and credit-related costs of $391,000 primarily due to gains on sales of OREO property compared to losses in the prior quarter and lower real estate tax expenses on foreclosed properties.

In addition, the Company realized franchise tax credits related to the Company's investment in a historic rehabilitation project that was recently completed which reduced expenses by approximately $900,000 during the quarter. The Company also earned federal historic tax credits of approximately $780,000 associated with this investment which reduced its effective tax rate to 23.3% during the quarter.

BALANCE SHEET

At September 30, 2016, total assets were $8.3 billion, an increase of $157.7 million from June 30, 2016 and an increase of $663.9 million from September 30, 2015. The increase in assets was mostly related to loan growth.

At September 30, 2016, loans held for investment were $6.1 billion, an increase of $207.8 million, or 14.0% (annualized), from June 30, 2016, while average loans increased $170.7 million, or 11.6% (annualized), from the prior quarter. Loans held for investment increased $605.3 million, or 10.9%, from September 30, 2015, while quarterly average loans increased $508.6 million, or 9.2%, from the prior year.

At September 30, 2016, total deposits were $6.3 billion, an increase of $162.7 million, or 10.7% (annualized), from June 30, 2016, while average deposits increased $179.4 million, or 11.9% (annualized), from the prior quarter. Total deposits grew $439.7 million, or 7.6%, from September 30, 2015, while average deposits increased $390.8 million, or 6.7%, from the prior year.






At September 30, 2016, June 30, 2016, and September 30, 2015, respectively, the Company had a common equity Tier 1 capital ratio of 9.78%, 9.94%, and 10.75%; a Tier 1 capital ratio of 11.07%, 11.27%, and 12.16%; a total capital ratio of 11.60%, 11.79%, and 12.69%; and a leverage ratio of 9.89%, 10.01%, and 10.80%.

The Company’s common equity to asset ratios at September 30, 2016, June 30, 2016, and September 30, 2015 were 12.12%, 12.21%, and 13.10%, respectively, while its tangible common equity to tangible assets ratio was 8.57%, 8.59%, and 9.29%, respectively. The decrease in capital ratios from prior periods is primarily due to share repurchases and asset growth.

During the third 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 100,000 shares during the quarter ended September 30, 2016 and had approximately $13.0 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 115 banking offices and approximately 190 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 Thursday, October 20th, 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 94252786.

NON-GAAP MEASURES
In reporting the results of the quarter ended September 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
 
Nine Months Ended
 
9/30/16
 
6/30/16
 
9/30/15
 
9/30/16
 
9/30/15
Results of Operations
 
 
 
 
 
 
 
 
 
Interest and dividend income
$
74,433

 
$
72,781

 
$
70,000

 
$
217,964

 
$
207,454

Interest expense
7,405

 
7,005

 
6,556

 
21,429

 
18,225

Net interest income
67,028

 
65,776

 
63,444

 
196,535

 
189,229

Provision for credit losses
2,472

 
2,300

 
2,062

 
7,376

 
7,561

Net interest income after provision for credit losses
64,556

 
63,476

 
61,382

 
189,159

 
181,668

Noninterest income
18,950

 
17,993

 
16,725

 
52,857

 
47,990

Noninterest expenses
56,913

 
55,251

 
53,325

 
166,436

 
162,405

Income before income taxes
26,593

 
26,218

 
24,782

 
75,580

 
67,253

Income tax expense
6,192

 
6,881

 
6,566

 
18,881

 
17,989

Net income
$
20,401

 
$
19,337

 
$
18,216

 
$
56,699

 
$
49,264

 
 
 
 
 
 
 
 
 
 
Interest earned on earning assets (FTE)
$
76,860

 
$
75,232

 
$
72,287

 
$
225,331

 
$
214,195

Net interest income (FTE)
69,455

 
68,227

 
65,731

 
203,902

 
195,970

Core deposit intangible amortization
1,683

 
1,745

 
2,074

 
5,308

 
6,435

 
 
 
 
 
 
 
 
 
 
Net income - community bank segment
$
19,616

 
$
18,798

 
$
18,157

 
$
55,321

 
$
49,377

Net income (loss) - mortgage segment
785

 
539

 
59

 
1,378

 
(113
)
 
 
 
 
 
 
 
 
 
 
Key Ratios
 
 
 
 
 
 
 
 
 
Earnings per common share, diluted
$
0.47

 
$
0.44

 
$
0.40

 
$
1.29

 
$
1.09

Return on average assets (ROA)
1.00
%
 
0.98
%
 
0.96
%
 
0.95
%
 
0.88
%
Return on average equity (ROE)
8.14
%
 
7.88
%
 
7.26
%
 
7.64
%
 
6.65
%
Return on average tangible common equity (ROTCE)
12.00
%
 
11.60
%
 
10.70
%
 
11.25
%
 
9.86
%
Efficiency ratio (FTE)
64.38
%
 
64.08
%
 
64.67
%
 
64.82
%
 
66.57
%
Efficiency ratio - community bank segment (FTE)
64.35
%
 
63.77
%
 
63.65
%
 
64.45
%
 
65.37
%
Efficiency ratio - mortgage bank segment (FTE)
68.81
%
 
75.31
%
 
94.77
%
 
77.73
%
 
100.82
%
Net interest margin (FTE)
3.76
%
 
3.84
%
 
3.86
%
 
3.80
%
 
3.93
%
Yields on earning assets (FTE)
4.16
%
 
4.23
%
 
4.25
%
 
4.20
%
 
4.29
%
Cost of interest-bearing liabilities (FTE)
0.52
%
 
0.51
%
 
0.50
%
 
0.52
%
 
0.47
%
Cost of funds (FTE)
0.40
%
 
0.39
%
 
0.39
%
 
0.40
%
 
0.36
%
Net interest margin, core (FTE) (1)
3.67
%
 
3.76
%
 
3.77
%
 
3.73
%
 
3.82
%
Yields on earning assets (FTE), core (1)
4.09
%
 
4.16
%
 
4.17
%
 
4.14
%
 
4.23
%
Cost of interest-bearing liabilities (FTE), core (1)
0.53
%
 
0.52
%
 
0.52
%
 
0.53
%
 
0.53
%
Cost of funds (FTE), core (1)
0.42
%
 
0.40
%
 
0.40
%
 
0.41
%
 
0.41
%
 
 
 
 
 
 
 
 
 
 
Per Share Data
 
 
 
 
 
 
 
 
 
Earnings per common share, basic
$
0.47

 
$
0.44

 
$
0.40

 
$
1.29

 
$
1.09

Earnings per common share, diluted
0.47

 
0.44

 
0.40

 
1.29

 
1.09

Cash dividends paid per common share
0.19

 
0.19

 
0.17

 
0.57

 
0.49

Market value per share
26.77

 
24.71

 
24.00

 
26.77

 
24.00

Book value per common share
23.18

 
22.87

 
22.24

 
23.18

 
22.24

Tangible book value per common share
15.75

 
15.44

 
15.11

 
15.75

 
15.11

Price to earnings ratio, diluted
14.32

 
13.96

 
15.12

 
15.54

 
16.47

Price to book value per common share ratio
1.15

 
1.08

 
1.08

 
1.15

 
1.08

Price to tangible common share ratio
1.70

 
1.60

 
1.59

 
1.70

 
1.59

Weighted average common shares outstanding, basic
43,565,937

 
43,746,583

 
45,087,409

 
43,853,548

 
45,107,290

Weighted average common shares outstanding, diluted
43,754,915

 
43,824,183

 
45,171,610

 
43,967,725

 
45,189,578

Common shares outstanding at end of period
43,556,486

 
43,619,867

 
44,990,569

 
43,556,486

 
44,990,569



 





 
Three Months Ended
 
Nine Months Ended
 
9/30/16
 
6/30/16
 
9/30/15
 
9/30/16
 
9/30/15
Capital Ratios
 
 
 
 
 
 
 
 
 
Common equity Tier 1 capital ratio (2)
9.78
%
 
9.94
%
 
10.75
%
 
9.78
%
 
10.75
%
Tier 1 capital ratio (2)
11.07
%
 
11.27
%
 
12.16
%
 
11.07
%
 
12.16
%
Total capital ratio (2)
11.60
%
 
11.79
%
 
12.69
%
 
11.60
%
 
12.69
%
Leverage ratio (Tier 1 capital to average assets) (2)
9.89
%
 
10.01
%
 
10.80
%
 
9.89
%
 
10.80
%
Common equity to total assets
12.12
%
 
12.21
%
 
13.10
%
 
12.12
%
 
13.10
%
Tangible common equity to tangible assets
8.57
%
 
8.59
%
 
9.29
%
 
8.57
%
 
9.29
%
 
 
 
 
 
 
 
 
 
 
Financial Condition
 
 
 
 
 
 
 
 
 
Assets
$
8,258,230

 
$
8,100,561

 
$
7,594,313

 
$
8,258,230

 
$
7,594,313

Loans held for investment
6,148,918

 
5,941,098

 
5,543,621

 
6,148,918

 
5,543,621

Earning Assets
7,466,956

 
7,282,137

 
6,827,669

 
7,466,956

 
6,827,669

Goodwill
298,191

 
297,659

 
293,522

 
298,191

 
293,522

Amortizable intangibles, net
22,343

 
23,449

 
25,320

 
22,343

 
25,320

Deposits
6,258,506

 
6,095,826

 
5,818,853

 
6,258,506

 
5,818,853

Stockholders' equity
1,000,964

 
989,201

 
995,012

 
1,000,964

 
995,012

Tangible common equity (3)
680,430

 
668,093

 
676,170

 
680,430

 
676,170

 
 
 
 
 
 
 
 
 
 
Loans held for investment, net of deferred fees and costs
 
 
 
 
 
 
 
 
 
Construction and land development
$
776,430

 
$
765,997

 
$
694,645

 
$
776,430

 
$
694,645

Commercial real estate - owner occupied
857,142

 
831,880

 
863,578

 
857,142

 
863,578

Commercial real estate - non-owner occupied
1,454,828

 
1,370,745

 
1,223,607

 
1,454,828

 
1,223,607

Multifamily real estate
339,313

 
337,723

 
329,959

 
339,313

 
329,959

Commercial & Industrial
509,857

 
469,054

 
409,657

 
509,857

 
409,657

Residential 1-4 Family
999,361

 
992,457

 
987,788

 
999,361

 
987,788

Auto
255,188

 
244,575

 
225,994

 
255,188

 
225,994

HELOC
524,097

 
519,196

 
514,362

 
524,097

 
514,362

Consumer and all other
432,702

 
409,471

 
294,031

 
432,702

 
294,031

Total loans held for investment
$
6,148,918

 
$
5,941,098

 
$
5,543,621

 
$
6,148,918

 
$
5,543,621

 
 
 
 
 
 
 
 
 
 
Deposits
 
 
 
 
 
 
 
 
 
NOW accounts
$
1,635,446

 
$
1,563,297

 
$
1,382,891

 
$
1,635,446

 
$
1,382,891

Money market accounts
1,398,177

 
1,366,451

 
1,318,229

 
1,398,177

 
1,318,229

Savings accounts
596,702

 
598,622

 
569,667

 
596,702

 
569,667

Time deposits of $100,000 and over
528,227

 
521,138

 
527,642

 
528,227

 
527,642

Other time deposits
657,686

 
653,584

 
682,379

 
657,686

 
682,379

Total interest-bearing deposits
$
4,816,238

 
$
4,703,092

 
$
4,480,808

 
$
4,816,238

 
$
4,480,808

Demand deposits
1,442,268

 
1,392,734

 
1,338,045

 
1,442,268

 
1,338,045

Total deposits
$
6,258,506

 
$
6,095,826

 
$
5,818,853

 
$
6,258,506

 
$
5,818,853

 
 
 
 
 
 
 
 
 
 
Averages
 
 
 
 
 
 
 
 
 
Assets
$
8,153,951

 
$
7,949,576

 
$
7,521,841

 
$
7,956,841

 
$
7,448,573

Loans held for investment
6,033,723

 
5,863,007

 
5,525,119

 
5,869,511

 
5,445,243

Loans held for sale
42,755

 
30,698

 
44,904

 
33,619

 
42,250

Securities
1,218,552

 
1,202,772

 
1,138,462

 
1,202,882

 
1,141,793

Earning assets
7,354,684

 
7,153,627

 
6,751,654

 
7,159,813

 
6,668,812

Deposits
6,204,958

 
6,025,545

 
5,814,146

 
6,043,892

 
5,721,980

Certificates of deposit
1,181,936

 
1,164,561

 
1,227,835

 
1,172,856

 
1,243,546

Interest-bearing deposits
4,796,505

 
4,642,899

 
4,501,411

 
4,667,891

 
4,450,043

Borrowings
884,597

 
881,027

 
661,517

 
860,941

 
681,295

Interest-bearing liabilities
5,681,102

 
5,523,926

 
5,162,928

 
5,528,833

 
5,131,338

Stockholders' equity
996,668

 
987,147

 
995,463

 
991,097

 
989,749

Tangible common equity (3)
676,308

 
670,503

 
675,618

 
673,468

 
667,792









 
Three Months Ended
 
Nine Months Ended
 
9/30/16
 
6/30/16
 
9/30/15
 
9/30/16
 
9/30/15
Asset Quality
 
 
 
 
 
 
 
 
 
Allowance for Loan Losses (ALL)
 
 
 
 
 
 
 
 
 
Beginning balance
$
35,074

 
$
34,399

 
$
32,344

 
$
34,047

 
$
32,384

Add: Recoveries
534

 
660

 
1,299

 
2,022

 
2,994

Less: Charge-offs
1,463

 
2,285

 
2,336

 
6,728

 
9,370

Add: Provision for loan losses
2,397

 
2,300

 
1,962

 
7,201

 
7,261

Ending balance
$
36,542

 
$
35,074

 
$
33,269

 
$
36,542

 
$
33,269

 
 
 
 
 
 
 
 
 
 
ALL / total outstanding loans
0.59
%
 
0.59
%
 
0.60
%
 
0.59
%
 
0.60
%
ALL / total outstanding loans, adjusted for acquisition accounting (4)
0.90
%
 
0.92
%
 
1.01
%
 
0.90
%
 
1.01
%
Net charge-offs / total average loans
0.06
%
 
0.11
%
 
0.07
%
 
0.11
%
 
0.15
%
Provision / total average loans
0.16
%
 
0.16
%
 
0.14
%
 
0.16
%
 
0.18
%
 
 
 
 
 
 
 
 
 
 
Total PCI Loans
$
62,346

 
$
67,170

 
$
78,606

 
$
62,346

 
$
78,606

 
 
 
 
 
 
 
 
 
 
Nonperforming Assets
 
 
 
 
 
 
 
 
 
Construction and land development
$
2,301

 
$
1,604

 
$
3,142

 
$
2,301

 
$
3,142

Commercial real estate - owner occupied
1,609

 
1,661

 
3,988

 
1,609

 
3,988

Commercial real estate - non-owner occupied

 

 
200

 

 
200

Commercial & Industrial
1,344

 
263

 
403

 
1,344

 
403

Residential 1-4 Family
5,279

 
5,448

 
3,960

 
5,279

 
3,960

Auto
231

 
140

 
89

 
231

 
89

HELOC
1,464

 
1,495

 
937

 
1,464

 
937

Consumer and all other
449

 
250

 
247

 
449

 
247

Nonaccrual loans
$
12,677

 
$
10,861

 
$
12,966

 
$
12,677

 
$
12,966

Other real estate owned
10,581

 
13,381

 
22,094

 
10,581

 
22,094

Total nonperforming assets (NPAs)
$
23,258

 
$
24,242

 
$
35,060

 
$
23,258

 
$
35,060

Construction and land development
$
610

 
$
116

 
$
209

 
$
610

 
$
209

Commercial real estate - owner occupied
304

 
439

 
680

 
304

 
680

Commercial real estate - non-owner occupied

 
723

 
1,165

 

 
1,165

Multifamily real estate

 

 
656

 

 
656

Commercial & Industrial
77

 
117

 
470

 
77

 
470

Residential 1-4 Family
2,005

 
1,302

 
1,447

 
2,005

 
1,447

Auto
28

 
144

 
119

 
28

 
119

HELOC
407

 
642

 
282

 
407

 
282

Consumer and all other
98

 
50

 
136

 
98

 
136

Loans ≥ 90 days and still accruing
$
3,529

 
$
3,533

 
$
5,164

 
$
3,529

 
$
5,164

Total NPAs and loans ≥ 90 days
$
26,787

 
$
27,775

 
$
40,224

 
$
26,787

 
$
40,224

NPAs / total outstanding loans
0.38
%
 
0.41
%
 
0.63
%
 
0.38
%
 
0.63
%
NPAs / total assets
0.28
%
 
0.30
%
 
0.46
%
 
0.28
%
 
0.46
%
ALL / nonperforming loans
288.25
%
 
322.94
%
 
256.59
%
 
288.25
%
 
256.59
%
ALL / nonperforming assets
157.12
%
 
144.68
%
 
94.89
%
 
157.12
%
 
94.89
%
 
 
 
 
 
 
 
 
 
 
Troubled Debt Restructurings
 
 
 
 
 
 
 
 
 
Performing
$
11,824

 
$
11,885

 
$
9,468

 
$
11,824

 
$
9,468

Nonperforming
1,452

 
1,658

 
2,087

 
1,452

 
2,087

Total troubled debt restructurings
$
13,276

 
$
13,543

 
$
11,555

 
$
13,276

 
$
11,555








 
Three Months Ended
 
Nine Months Ended
 
9/30/16
 
6/30/16
 
9/30/15
 
9/30/16
 
9/30/15
Past Due Detail
 
 
 
 
 
 
 
 
 
Construction and land development
$
309

 
$
402

 
$
799

 
$
309

 
$
799

Commercial real estate - owner occupied
1,411

 
912

 
1,148

 
1,411

 
1,148

Commercial real estate - non-owner occupied
324

 
267

 
752

 
324

 
752

Commercial & Industrial
567

 
2,464

 
687

 
567

 
687

Residential 1-4 Family
4,985

 
5,476

 
4,342

 
4,985

 
4,342

Auto
1,846

 
1,282

 
1,386

 
1,846

 
1,386

HELOC
2,600

 
1,347

 
3,240

 
2,600

 
3,240

Consumer and all other
1,713

 
1,364

 
752

 
1,713

 
752

Loans 30-59 days past due
$
13,755

 
$
13,514

 
$
13,106

 
$
13,755

 
$
13,106

 
 
 
 
 
 
 
 
 
 
Construction and land development
$
697

 
$
1,177

 
$
105

 
$
697

 
$
105

Commercial real estate - owner occupied
365

 

 
165

 
365

 
165

Commercial real estate - non-owner occupied

 

 
588

 

 
588

Multifamily real estate

 

 
272

 

 
272

Commercial & Industrial
51

 
62

 
791

 
51

 
791

Residential 1-4 Family
6,345

 
5,033

 
5,341

 
6,345

 
5,341

Auto
239

 
377

 
285

 
239

 
285

HELOC
899

 
1,228

 
1,204

 
899

 
1,204

Consumer and all other
1,037

 
412

 
519

 
1,037

 
519

Loans 60-89 days past due
$
9,633

 
$
8,289

 
$
9,270

 
$
9,633

 
$
9,270

 
 
 
 
 
 
 
 
 
 
Alternative Performance Measures (non-GAAP)
 
 
 
 
 
 
 
 
 
Tangible Common Equity (3)
 
 
 
 
 
 
 
 
 
Ending equity
$
1,000,964

 
$
989,201

 
$
995,012

 
$
1,000,964

 
$
995,012

Less: Ending goodwill
298,191

 
297,659

 
293,522

 
298,191

 
293,522

Less: Ending core deposit intangibles
18,001

 
19,685

 
25,320

 
18,001

 
25,320

Less: Ending other amortizable intangibles
4,342

 
3,764

 

 
4,342

 

Ending tangible common equity (non-GAAP)
$
680,430

 
$
668,093

 
$
676,170

 
$
680,430

 
$
676,170

 
 
 
 
 
 
 
 
 
 
Average equity
$
996,668

 
$
987,147

 
$
995,463

 
$
991,097

 
$
989,749

Less: Average goodwill
297,707

 
294,886

 
293,522

 
295,380

 
293,522

Less: Average core deposit intangibles
18,820

 
20,517

 
26,323

 
20,550

 
28,435

Less: Average other amortizable intangibles
3,833

 
1,241

 

 
1,699

 

Average tangible common equity (non-GAAP)
$
676,308

 
$
670,503

 
$
675,618

 
$
673,468

 
$
667,792

 
 
 
 
 
 
 
 
 
 
ALL to loans, adjusted for acquisition accounting (non-GAAP)(4)
 
 
 
 
 
 
 
 
Allowance for loan losses
$
36,542

 
$
35,074

 
$
33,269

 
$
36,542

 
$
33,269

Remaining fair value mark on purchased performing loans
18,154

 
19,092

 
21,884

 
18,154

 
21,884

Adjusted allowance for loan losses
$
54,696

 
$
54,166

 
$
55,153

 
$
54,696

 
$
55,153

 
 
 
 
 
 
 
 
 
 
Loans, net of deferred fees
$
6,148,918

 
$
5,941,098

 
$
5,543,621

 
$
6,148,918

 
$
5,543,621

Remaining fair value mark on purchased performing loans
18,154

 
19,092

 
21,884

 
18,154

 
21,884

Less: Purchased credit impaired loans, net of fair value mark
62,346

 
67,170

 
78,606

 
62,346

 
78,606

Adjusted loans, net of deferred fees
$
6,104,726

 
$
5,893,020

 
$
5,486,899

 
$
6,104,726

 
$
5,486,899

 
 
 
 
 
 
 
 
 
 
ALL / gross loans, adjusted for acquisition accounting
0.90
%
 
0.92
%
 
1.01
%
 
0.90
%
 
1.01
%








 
Three Months Ended
 
Nine Months Ended
 
9/30/16
 
6/30/16
 
9/30/15
 
9/30/16
 
9/30/15
Mortgage Origination Volume
 
 
 
 
 
 
 
 
 
Refinance Volume
$
52,883

 
$
47,033

 
$
47,788

 
$
137,221

 
$
156,722

Construction Volume
20,760

 
21,751

 
21,994

 
57,405

 
62,491

Purchase Volume
83,014

 
71,297

 
78,286

 
200,323

 
207,870

Total Mortgage loan originations
$
156,657

 
$
140,081

 
$
148,068

 
$
394,949

 
$
427,083

% of originations that are refinances
33.8
%
 
33.6
%
 
32.3
%
 
34.7
%
 
36.7
%
 
 
 
 
 
 
 
 
 
 
Other Data
 
 
 
 
 
 
 
 
 
End of period full-time employees
1,391

 
1,423

 
1,418

 
1,391

 
1,418

Number of full-service branches
115

 
120

 
124

 
115

 
124

Number of full automatic transaction machines (ATMs)
193

 
200

 
202

 
193

 
202


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

(2) All ratios at September 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)
 
 
 
 
 
 
September 30,
 
December 31,
 
September 30,
 
2016
 
2015
 
2015
ASSETS
 
 
 
 
 
Cash and cash equivalents:
 
 
 
 
 
Cash and due from banks
$
103,979

 
$
111,323

 
$
102,955

Interest-bearing deposits in other banks
51,303

 
29,670

 
76,002

Federal funds sold
893

 
1,667

 
237

Total cash and cash equivalents
156,175

 
142,660

 
179,194

Securities available for sale, at fair value
954,984

 
903,292

 
888,692

Securities held to maturity, at carrying value
200,839

 
205,374

 
199,363

Restricted stock, at cost
63,204

 
51,828

 
52,721

Loans held for sale
46,814

 
36,030

 
65,713

Loans held for investment, net of deferred fees and costs
6,148,918

 
5,671,462

 
5,543,621

Less allowance for loan losses
36,542

 
34,047

 
33,269

Net loans held for investment
6,112,376

 
5,637,415

 
5,510,352

Premises and equipment, net
123,416

 
126,028

 
129,191

Other real estate owned, net of valuation allowance
10,581

 
15,299

 
22,094

Goodwill
298,191

 
293,522

 
293,522

Core deposit intangibles, net
18,001

 
23,310

 
25,320

Other amortizable intangibles, net
4,342

 

 

Bank owned life insurance
177,847

 
173,687

 
142,433

Other assets
91,460

 
84,846

 
85,718

Total assets
$
8,258,230

 
$
7,693,291

 
$
7,594,313

LIABILITIES
 
 
 
 
 
Noninterest-bearing demand deposits
$
1,442,268

 
$
1,372,937

 
$
1,338,045

Interest-bearing deposits
4,816,238

 
4,590,999

 
4,480,808

Total deposits
6,258,506

 
5,963,936

 
5,818,853

Securities sold under agreements to repurchase
64,225

 
84,977

 
99,417

Other short-term borrowings
601,500

 
304,000

 
332,000

Long-term borrowings
259,902

 
291,198

 
290,732

Other liabilities
73,133

 
53,813

 
58,299

Total liabilities
7,257,266

 
6,697,924

 
6,599,301

Commitments and contingencies
 
 
 
 
 
STOCKHOLDERS' EQUITY
 
 
 
 
 
Common stock, $1.33 par value, shares authorized 100,000,000; issued and outstanding, 43,556,486 shares, 44,785,674 shares, and 44,990,569 shares, respectively.
57,444

 
59,159

 
59,514

Additional paid-in capital
603,785

 
631,822

 
638,511

Retained earnings
329,876

 
298,134

 
288,841

Accumulated other comprehensive income
9,859

 
6,252

 
8,146

Total stockholders' equity
1,000,964

 
995,367

 
995,012

Total liabilities and stockholders' equity
$
8,258,230

 
$
7,693,291

 
$
7,594,313












UNION BANKSHARES CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF INCOME
(Dollars in thousands, except share data)
 
 
 
 
 
 
 
 
 
 
Three Months Ended
 
Nine Months Ended
 
September 30,
 
June 30,
 
September 30,
 
September 30,
 
September 30,
 
2016
 
2016
 
2015
 
2016
 
2015
Interest and dividend income:
 
 
 
 
 
 
 
 
 
Interest and fees on loans
$
66,190

 
$
64,747

 
$
62,651

 
$
193,884

 
$
185,707

Interest on deposits in other banks
65

 
65

 
23

 
178

 
64

Interest and dividends on securities:
 
 
 
 
 
 
 
 
 
Taxable
4,732

 
4,510

 
3,954

 
13,558

 
11,621

Nontaxable
3,446

 
3,459

 
3,372

 
10,344

 
10,062

Total interest and dividend income
74,433

 
72,781

 
70,000

 
217,964

 
207,454

Interest expense:
 
 
 
 
 
 
 
 
 
Interest on deposits
4,552

 
4,197

 
4,204

 
12,945

 
11,204

Interest on federal funds purchased
2

 
2

 
1

 
5

 
6

Interest on short-term borrowings
763

 
708

 
223

 
2,093

 
728

Interest on long-term borrowings
2,088

 
2,098

 
2,128

 
6,386

 
6,287

Total interest expense
7,405

 
7,005

 
6,556

 
21,429

 
18,225

Net interest income
67,028

 
65,776

 
63,444

 
196,535

 
189,229

Provision for credit losses
2,472

 
2,300

 
2,062

 
7,376

 
7,561

Net interest income after provision for credit losses
64,556

 
63,476

 
61,382

 
189,159

 
181,668

Noninterest income:
 
 
 
 
 
 
 
 
 
Service charges on deposit accounts
4,965

 
4,754

 
4,965

 
14,454

 
13,800

Other service charges and fees
4,397

 
4,418

 
3,983

 
12,971

 
11,618

Fiduciary and asset management fees
2,844

 
2,333

 
2,304

 
7,315

 
6,835

Mortgage banking income, net
3,207

 
2,972

 
2,630

 
8,324

 
7,582

Gains on securities transactions, net

 
3

 
75

 
145

 
672

Other-than-temporary impairment losses

 

 
(300
)
 

 
(300
)
Bank owned life insurance income
1,389

 
1,361

 
1,161

 
4,122

 
3,431

Other operating income
2,148

 
2,152

 
1,907

 
5,526

 
4,352

Total noninterest income
18,950

 
17,993

 
16,725

 
52,857

 
47,990

Noninterest expenses:
 
 
 
 
 
 
 
 
 
Salaries and benefits
30,493

 
28,519

 
25,853

 
87,061

 
78,905

Occupancy expenses
4,841

 
4,809

 
4,915

 
14,627

 
15,220

Furniture and equipment expenses
2,635

 
2,595

 
3,015

 
7,867

 
8,818

Printing, postage, and supplies
1,147

 
1,280

 
1,191

 
3,566

 
3,970

Communications expense
948

 
927

 
1,159

 
2,964

 
3,481

Technology and data processing
3,917

 
3,608

 
3,549

 
11,340

 
10,020

Professional services
1,895

 
2,548

 
1,991

 
6,432

 
5,008

Marketing and advertising expense
1,975

 
1,924

 
1,781

 
5,838

 
5,841

FDIC assessment premiums and other insurance
1,262

 
1,379

 
1,351

 
4,003

 
4,030

Other taxes
639

 
1,607

 
1,569

 
3,864

 
4,674

Loan-related expenses
1,531

 
1,229

 
1,341

 
3,638

 
3,173

OREO and credit-related expenses
503

 
894

 
1,263

 
1,965

 
4,415

Amortization of intangible assets
1,843

 
1,745

 
2,074

 
5,468

 
6,435

Training and other personnel costs
863

 
905

 
1,198

 
2,512

 
2,831

Other expenses
2,421

 
1,282

 
1,075

 
5,291

 
5,584

Total noninterest expenses
56,913

 
55,251

 
53,325

 
166,436

 
162,405

Income before income taxes
26,593

 
26,218

 
24,782

 
75,580

 
67,253

Income tax expense
6,192

 
6,881

 
6,566

 
18,881

 
17,989

Net income
$
20,401

 
$
19,337

 
$
18,216

 
$
56,699

 
$
49,264

Basic earnings per common share
$
0.47

 
$
0.44

 
$
0.40

 
$
1.29

 
$
1.09

Diluted earnings per common share
$
0.47

 
$
0.44

 
$
0.40

 
$
1.29

 
$
1.09








UNION BANKSHARES CORPORATION AND SUBSIDIARIES
SEGMENT FINANCIAL INFORMATION
(Dollars in thousands)
 
 
 
 
 
 
 
 
Community Bank
 
Mortgage
 
Eliminations
 
Consolidated
Three Months Ended September 30, 2016
 
 
 
 
 
 
 
Net interest income
$
66,605

 
$
423

 
$

 
$
67,028

Provision for credit losses
2,455

 
17

 

 
2,472

Net interest income after provision for credit losses
64,150

 
406

 

 
64,556

Noninterest income
15,589

 
3,501

 
(140
)
 
18,950

Noninterest expenses
54,353

 
2,700

 
(140
)
 
56,913

Income before income taxes
25,386

 
1,207

 

 
26,593

Income tax expense
5,770

 
422

 

 
6,192

Net income
$
19,616

 
$
785

 
$

 
$
20,401

Total assets
$
8,251,351

 
$
90,692

 
$
(83,813
)
 
$
8,258,230

 
 
 
 
 
 
 
 
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 September 30, 2015
 
 
 
 
 
 
 
Net interest income
$
63,075

 
$
369

 
$

 
$
63,444

Provision for credit losses
2,000

 
62

 

 
2,062

Net interest income after provision for credit losses
61,075

 
307

 

 
61,382

Noninterest income
14,287

 
2,608

 
(170
)
 
16,725

Noninterest expenses
50,674

 
2,821

 
(170
)
 
53,325

Income before income taxes
24,688

 
94

 

 
24,782

Income tax expense
6,531

 
35

 

 
6,566

Net income
$
18,157

 
$
59

 
$

 
$
18,216

Total assets
$
7,588,606

 
$
62,127

 
$
(56,420
)
 
$
7,594,313

 
 
 
 
 
 
 
 
Nine Months Ended September 30, 2016
 
 
 
 
 
 
 
Net interest income
$
195,508

 
$
1,027

 
$

 
$
196,535

Provision for credit losses
7,215

 
161

 

 
7,376

Net interest income after provision for credit losses
188,293

 
866

 

 
189,159

Noninterest income
44,137

 
9,185

 
(465
)
 
52,857

Noninterest expenses
158,964

 
7,937

 
(465
)
 
166,436

Income before income taxes
73,466

 
2,114

 

 
75,580

Income tax expense
18,145

 
736

 

 
18,881

Net income
$
55,321

 
$
1,378

 
$

 
$
56,699

Total assets
$
8,251,351

 
$
90,692

 
$
(83,813
)
 
$
8,258,230

 
 
 
 
 
 
 
 
Nine Months Ended September 30, 2015
 
 
 
 
 
 
 
Net interest income
$
188,240

 
$
989

 
$

 
$
189,229

Provision for credit losses
7,450

 
111

 

 
7,561

Net interest income after provision for credit losses
180,790

 
878

 

 
181,668

Noninterest income
40,658

 
7,844

 
(512
)
 
47,990

Noninterest expenses
154,011

 
8,906

 
(512
)
 
162,405

Income (loss) before income taxes
67,437

 
(184
)
 

 
67,253

Income tax expense (benefit)
18,060

 
(71
)
 

 
17,989

Net income (loss)
$
49,377

 
$
(113
)
 
$

 
$
49,264

Total assets
$
7,588,606

 
$
62,127

 
$
(56,420
)
 
$
7,594,313








AVERAGE BALANCES, INCOME AND EXPENSES, YIELDS AND RATES (TAXABLE EQUIVALENT BASIS)
 
For the Quarter Ended
 
September 30, 2016
 
June 30, 2016
 
Average Balance
 
Interest Income / Expense
 
Yield / Rate (1)
 
Average Balance
 
Interest Income / Expense
 
Yield / Rate (1)
Assets:
 
 
 
 
 
 
 
 
 
 
 
Securities:
 
 
 
 
 
 
 
 
 
 
 
Taxable
$
768,608

 
$
4,732

 
2.45
%
 
$
755,655

 
$
4,510

 
2.40
%
Tax-exempt
449,944

 
5,302

 
4.69
%
 
447,117

 
5,321

 
4.79
%
Total securities
1,218,552

 
10,034

 
3.28
%
 
1,202,772

 
9,831

 
3.29
%
Loans, net (2) (3)
6,033,723

 
66,397

 
4.38
%
 
5,863,007

 
65,115

 
4.47
%
Other earning assets
102,409

 
429

 
1.67
%
 
87,848

 
286

 
1.31
%
Total earning assets
7,354,684

 
$
76,860

 
4.16
%
 
7,153,627

 
$
75,232

 
4.23
%
Allowance for loan losses
(35,995
)
 
 
 
 
 
(35,282
)
 
 
 
 
Total non-earning assets
835,262

 
 
 
 
 
831,231

 
 
 
 
Total assets
$
8,153,951

 
 
 
 
 
$
7,949,576

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Liabilities and Stockholders' Equity:
 
 
 
 
 
 
 
 
 
 
 
Interest-bearing deposits:
 
 
 
 
 
 
 
 
 
 
 
Transaction and money market accounts
$
3,016,337

 
$
1,682

 
0.22
%
 
$
2,882,468

 
$
1,448

 
0.20
%
Regular savings
598,232

 
207

 
0.14
%
 
595,870

 
224

 
0.15
%
Time deposits
1,181,936

 
2,663

 
0.90
%
 
1,164,561

 
2,525

 
0.87
%
Total interest-bearing deposits
4,796,505

 
4,552

 
0.38
%
 
4,642,899

 
4,197

 
0.36
%
Other borrowings (4)
884,597

 
2,853

 
1.28
%
 
881,027

 
2,808

 
1.28
%
Total interest-bearing liabilities
5,681,102

 
$
7,405

 
0.52
%
 
5,523,926

 
$
7,005

 
0.51
%
 
 
 
 
 
 
 
 
 
 
 
 
Noninterest-bearing liabilities:
 
 
 
 
 
 
 
 
 
 
 
Demand deposits
1,408,453

 
 
 
 
 
1,382,646

 
 
 
 
Other liabilities
67,728

 
 
 
 
 
55,857

 
 
 
 
Total liabilities
7,157,283

 
 
 
 
 
6,962,429

 
 
 
 
Stockholders' equity
996,668

 
 
 
 
 
987,147

 
 
 
 
Total liabilities and stockholders' equity
$
8,153,951

 
 
 
 
 
$
7,949,576

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Net interest income
 
 
$
69,455

 
 
 
 
 
$
68,227

 
 
 
 
 
 
 
 
 
 
 
 
 
 
Interest rate spread (5)
 
 
 
 
3.64
%
 
 
 
 
 
3.72
%
Cost of funds
 
 
 
 
0.40
%
 
 
 
 
 
0.39
%
Net interest margin (6)
 
 
 
 
3.76
%
 
 
 
 
 
3.84
%
 
 
 
 
 
 
 
 
 
 
 
 
(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 for both the three months ended September 30, 2016 and June 30, 2016 in accretion of the fair market value adjustments related to acquisitions.
(4) Interest expense on borrowings includes $181,000 and $143,000 for the three months ended September 30, 2016 and June 30, 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 3.67% and 3.76% for the three months ended September 30, 2016 and June 30, 2016, respectively.