EVER-9.30.2012-10Q
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
(Mark One)
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| | |
| ý | Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 for the quarterly period ended September 30, 2012 |
or
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| | |
| o | Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 for the transition period from to |
EverBank Financial Corp
(Exact name of registrant as specified in its charter)
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| | | | |
Delaware | | 001-35533 | | 52-2024090 |
(State of incorporation) | | (Commission File Number) | | (I.R.S. Employer Identification No.) |
| | |
501 Riverside Ave., Jacksonville, FL | | | | 32202 |
(Address of principal executive offices) | | | | (Zip Code) |
904-281-6000
(Registrant’s telephone number, including area code)
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.
Yes ý No o
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (Section 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).
Yes ý No o
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.
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| | | |
| Large accelerated filer o | | Accelerated filer o |
| Non-accelerated filer ý (Do not check if a smaller reporting company) | | Smaller reporting company o |
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).
Yes o No ý
As of October 31, 2012, there were 120,637,400 shares of common stock outstanding.
EverBank Financial Corp
Form 10-Q
Index
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Part I - Financial Information |
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Item 1. | | |
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Item 2. | | |
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Item 3. | | |
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Item 4. | | |
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Part II - Other Information |
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Item 1. | | |
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Item 1A. | | |
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Item 2. | | |
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Item 5. | | |
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Item 6. | | |
Part I. Financial Information
Item 1. Financial Statements (unaudited)
EverBank Financial Corp and Subsidiaries
Condensed Consolidated Balance Sheets (unaudited)
(Dollars in thousands, except per share data)
|
| | | | | | | |
| September 30, 2012 | | December 31, 2011 |
Assets | | | |
Cash and due from banks | $ | 53,357 |
| | $ | 31,441 |
|
Interest-bearing deposits in banks | 1,566,612 |
| | 263,540 |
|
Total cash and cash equivalents | 1,619,969 |
| | 294,981 |
|
Investment securities: | | | |
Available for sale, at fair value | 1,722,556 |
| | 1,903,922 |
|
Held to maturity (fair value of $177,228 and $194,350 as of September 30, 2012 and December 31, 2011, respectively) | 170,804 |
| | 189,518 |
|
Other investments | 126,151 |
| | 98,392 |
|
Total investment securities | 2,019,511 |
| | 2,191,832 |
|
Loans held for sale (includes $1,025,467 and $777,280 carried at fair value as of September 30, 2012 and December 31, 2011, respectively) | 1,403,205 |
| | 2,725,286 |
|
Loans and leases held for investment: | | | |
Covered by loss share or indemnification agreements | 671,420 |
| | 841,146 |
|
Not covered by loss share or indemnification agreements | 9,385,306 |
| | 5,678,135 |
|
Loans and leases held for investment, net of unearned income | 10,056,726 |
| | 6,519,281 |
|
Allowance for loan and lease losses | (76,469 | ) | | (77,765 | ) |
Total loans and leases held for investment, net | 9,980,257 |
| | 6,441,516 |
|
Equipment under operating leases, net | 55,532 |
| | 56,399 |
|
Mortgage servicing rights (MSR), net | 381,773 |
| | 489,496 |
|
Deferred income taxes, net | 183,943 |
| | 151,634 |
|
Premises and equipment, net | 64,789 |
| | 43,738 |
|
Other assets | 800,461 |
| | 646,796 |
|
Total Assets | $ | 16,509,440 |
| | $ | 13,041,678 |
|
Liabilities | | | |
Deposits: | | | |
Noninterest-bearing | $ | 1,475,204 |
| | $ | 1,234,615 |
|
Interest-bearing | 10,340,722 |
| | 9,031,148 |
|
Total deposits | 11,815,926 |
| | 10,265,763 |
|
Other borrowings | 2,823,927 |
| | 1,257,879 |
|
Trust preferred securities | 103,750 |
| | 103,750 |
|
Accounts payable and accrued liabilities | 507,815 |
| | 446,621 |
|
Total Liabilities | 15,251,418 |
| | 12,074,013 |
|
Commitments and Contingencies (Note 15) | | | |
Shareholders’ Equity | | | |
Series A 6% Cumulative Convertible Preferred Stock, $0.01 par value (1,000,000 shares authorized and 186,744 shares issued and outstanding at December 31, 2011; no shares authorized, issued or outstanding at September 30, 2012) (Note 10) | — |
| | 2 |
|
Series B 4% Cumulative Convertible Preferred Stock, $0.01 par value (liquidation preference of $1,000 per share; 1,000,000 shares authorized inclusive of Series A Preferred Stock and 136,544 shares issued and outstanding at December 31, 2011; no shares authorized, issued or outstanding at September 30, 2012) (Note 10) | — |
| | 1 |
|
Common Stock, $0.01 par value (500,000,000 and 150,000,000 shares authorized at September 30, 2012 and December 31, 2011, respectively; 120,624,500 and 75,094,375 issued and outstanding at September 30, 2012 and December 31, 2011, respectively) | 1,206 |
| | 751 |
|
Additional paid-in capital | 812,823 |
| | 561,247 |
|
Retained earnings | 550,724 |
| | 513,413 |
|
Accumulated other comprehensive income (loss) (AOCI) | (106,731 | ) | | (107,749 | ) |
Total Shareholders’ Equity | 1,258,022 |
| | 967,665 |
|
Total Liabilities and Shareholders’ Equity | $ | 16,509,440 |
| | $ | 13,041,678 |
|
See notes to unaudited condensed consolidated financial statements.
EverBank Financial Corp and Subsidiaries
Condensed Consolidated Statements of Income (unaudited)
(Dollars in thousands, except per share data)
|
| | | | | | | | | | | | | | | |
| Three Months Ended | | Nine Months Ended |
| September 30, | | September 30, |
| 2012 | | 2011 | | 2012 | | 2011 |
Interest Income | | | | | | | |
Interest and fees on loans and leases | $ | 140,230 |
| | $ | 116,899 |
| | $ | 400,824 |
| | $ | 358,419 |
|
Interest and dividends on investment securities | 20,879 |
| | 27,201 |
| | 62,127 |
| | 82,778 |
|
Other interest income | 152 |
| | 197 |
| | 338 |
| | 1,312 |
|
Total Interest Income | 161,261 |
| | 144,297 |
| | 463,289 |
| | 442,509 |
|
Interest Expense | | | | | | | |
Deposits | 22,491 |
| | 23,959 |
| | 63,884 |
| | 75,559 |
|
Other borrowings | 12,576 |
| | 9,469 |
| | 32,604 |
| | 29,478 |
|
Total Interest Expense | 35,067 |
| | 33,428 |
| | 96,488 |
| | 105,037 |
|
Net Interest Income | 126,194 |
| | 110,869 |
| | 366,801 |
| | 337,472 |
|
Provision for Loan and Lease Losses | 4,359 |
| | 12,258 |
| | 21,471 |
| | 39,292 |
|
Net Interest Income after Provision for Loan and Lease Losses | 121,835 |
| | 98,611 |
| | 345,330 |
| | 298,180 |
|
Noninterest Income | | | | | | | |
Loan servicing fee income | 42,341 |
| | 48,390 |
| | 130,380 |
| | 144,023 |
|
Amortization and impairment of mortgage servicing rights | (54,521 | ) | | (44,053 | ) | | (163,281 | ) | | (88,270 | ) |
Net loan servicing income (loss) | (12,180 | ) | | 4,337 |
| | (32,901 | ) | | 55,753 |
|
Gain on sale of loans | 85,748 |
| | 20,921 |
| | 203,851 |
| | 39,854 |
|
Loan production revenue | 10,528 |
| | 6,518 |
| | 27,817 |
| | 18,513 |
|
Deposit fee income | 4,671 |
| | 7,803 |
| | 16,738 |
| | 19,398 |
|
Other lease income | 7,103 |
| | 7,095 |
| | 24,588 |
| | 22,163 |
|
Other | 1,429 |
| | 6,683 |
| | 4,522 |
| | 16,461 |
|
Total Noninterest Income | 97,299 |
| | 53,357 |
| | 244,615 |
| | 172,142 |
|
Noninterest Expense | | | | | | | |
Salaries, commissions and other employee benefits expense | 85,399 |
| | 57,757 |
| | 228,266 |
| | 171,451 |
|
Equipment expense | 17,574 |
| | 13,608 |
| | 50,411 |
| | 36,077 |
|
Occupancy expense | 6,619 |
| | 5,237 |
| | 17,985 |
| | 14,808 |
|
General and administrative expense | 74,377 |
| | 62,983 |
| | 221,911 |
| | 184,199 |
|
Total Noninterest Expense | 183,969 |
| | 139,585 |
| | 518,573 |
| | 406,535 |
|
Income before Provision for Income Taxes | 35,165 |
| | 12,383 |
| | 71,372 |
| | 63,787 |
|
Provision for Income Taxes | 12,987 |
| | 4,625 |
| | 26,176 |
| | 24,818 |
|
Net Income | $ | 22,178 |
| | $ | 7,758 |
| | $ | 45,196 |
| | $ | 38,969 |
|
Less: Net Income Allocated to Participating Preferred Stock | — |
| | (1,598 | ) | | (8,564 | ) | | (8,420 | ) |
Net Income Allocated to Common Shareholders | $ | 22,178 |
| | $ | 6,160 |
| | $ | 36,632 |
| | $ | 30,549 |
|
Basic Earnings Per Share | $ | 0.19 |
| | $ | 0.08 |
| | $ | 0.37 |
| | $ | 0.41 |
|
Diluted Earnings Per Share | $ | 0.19 |
| | $ | 0.08 |
| | $ | 0.37 |
| | $ | 0.40 |
|
Dividends Declared Per Share | $ | 0.02 |
| | $ | — |
| | $ | 0.02 |
| | $ | — |
|
See notes to unaudited condensed consolidated financial statements.
EverBank Financial Corp and Subsidiaries
Condensed Consolidated Statements of Comprehensive Income (unaudited)
(Dollars in thousands)
|
| | | | | | | | | | | | | | | |
| Three Months Ended | | Nine Months Ended |
| September 30, | | September 30, |
| 2012 | | 2011 | | 2012 | | 2011 |
Net Income | $ | 22,178 |
| | $ | 7,758 |
| | $ | 45,196 |
| | $ | 38,969 |
|
Unrealized Gains (Losses) on Debt Securities | | | | | | | |
Reclassification of unrealized gains to earnings | — |
| | (4,662 | ) | | — |
| | (7,401 | ) |
Unrealized gains (losses) due to changes in fair value | 18,662 |
| | (14,254 | ) | | 32,367 |
| | (24,804 | ) |
Other-than-temporary impairment (OTTI) (noncredit portion), net of accretion | — |
| | — |
| | — |
| | 502 |
|
Tax effect | (7,094 | ) | | 6,626 |
| | (12,240 | ) | | 11,322 |
|
Change in unrealized gains (losses) on debt securities | 11,568 |
| | (12,290 | ) | | 20,127 |
| | (20,381 | ) |
Interest Rate Swaps | | | | | | | |
Net unrealized losses due to changes in fair value | (11,509 | ) | | (82,910 | ) | | (37,813 | ) | | (105,739 | ) |
Reclassification of unrealized losses to earnings | 3,112 |
| | 1,801 |
| | 6,786 |
| | 5,598 |
|
Tax effect | 3,191 |
| | 30,824 |
| | 11,918 |
| | 38,275 |
|
Change in interest rate swaps | (5,206 | ) | | (50,285 | ) | | (19,109 | ) | | (61,866 | ) |
Other Comprehensive Income (Loss) | 6,362 |
| | (62,575 | ) | | 1,018 |
| | (82,247 | ) |
Comprehensive Income (Loss) | $ | 28,540 |
| | $ | (54,817 | ) | | $ | 46,214 |
| | $ | (43,278 | ) |
See notes to unaudited condensed consolidated financial statements.
EverBank Financial Corp and Subsidiaries
Condensed Consolidated Statements of Shareholders' Equity (unaudited)
(Dollars in thousands)
|
| | | | | | | | | | | | | | | | | | | | | | | |
| Shareholders’ Equity | | |
| Preferred Stock | | Common Stock | | Additional Paid-In Capital | | Retained Earnings | | Accumulated Other Comprehensive Income (Loss), Net of Tax | | Total Equity |
Balance, January 1, 2012 | $ | 3 |
| | $ | 751 |
| | $ | 561,247 |
| | $ | 513,413 |
| | $ | (107,749 | ) | | $ | 967,665 |
|
Net income | — |
| | — |
| | — |
| | 45,196 |
| | — |
| | 45,196 |
|
Other comprehensive income | — |
| | — |
| | — |
| | — |
| | 1,018 |
| | 1,018 |
|
Conversion of preferred stock | (3 | ) | | 188 |
| | (185 | ) | | — |
| | — |
| | — |
|
Issuance of common stock, net of issue costs | — |
| | 267 |
| | 247,503 |
| | — |
| | — |
| | 247,770 |
|
Repurchase of common stock | — |
| | — |
| | (442 | ) | | — |
| | — |
| | (442 | ) |
Share-based grants (including income tax benefits) | — |
| | — |
| | 4,700 |
| | — |
| | — |
| | 4,700 |
|
Cash dividends on common stock | — |
| | — |
| | — |
| | (2,330 | ) | | — |
| | (2,330 | ) |
Cash dividends on preferred stock | — |
| | — |
| | — |
| | (5,555 | ) | | — |
| | (5,555 | ) |
Balance, September 30, 2012 | $ | — |
| | $ | 1,206 |
| | $ | 812,823 |
| | $ | 550,724 |
| | $ | (106,731 | ) | | $ | 1,258,022 |
|
| | | | | | | | | | | |
Balance, January 1, 2011 | $ | 3 |
| | $ | 747 |
| | $ | 556,001 |
| | $ | 461,503 |
| | $ | (5,056 | ) | | $ | 1,013,198 |
|
Net income | — |
| | — |
| | — |
| | 38,969 |
| | — |
| | 38,969 |
|
Other comprehensive loss | — |
| | — |
| | — |
| | — |
| | (82,247 | ) | | (82,247 | ) |
Issuance of common stock | — |
| | 4 |
| | 1,089 |
| | — |
| | — |
| | 1,093 |
|
Repurchase of common stock | — |
| | (1 | ) | | (2,312 | ) | | — |
| | — |
| | (2,313 | ) |
Share-based grants (including income tax benefits) | — |
| | — |
| | 5,178 |
| | — |
| | — |
| | 5,178 |
|
Cash dividends on preferred stock | — |
| | — |
| | — |
| | (170 | ) | | — |
| | (170 | ) |
Paid-in-kind dividends on Series B Preferred Stock | — |
| | — |
| | 591 |
| | (591 | ) | | — |
| | — |
|
Balance, September 30, 2011 | $ | 3 |
| | $ | 750 |
| | $ | 560,547 |
| | $ | 499,711 |
| | $ | (87,303 | ) | | $ | 973,708 |
|
See notes to unaudited condensed consolidated financial statements.
EverBank Financial Corp and Subsidiaries
Condensed Consolidated Statements of Cash Flows (unaudited)
(Dollars in thousands)
|
| | | | | | | |
| Nine Months Ended |
| September 30, |
| 2012 | | 2011 |
Operating Activities: | | | |
Net income | $ | 45,196 |
| | $ | 38,969 |
|
Adjustments to reconcile net income to net cash provided by (used in) operating activities: | | | |
Amortization of premiums on investments | 6,390 |
| | 9,024 |
|
Depreciation and amortization of tangible and intangible assets | 27,011 |
| | 16,373 |
|
Amortization of loss on settlement of interest rate swaps | 6,786 |
| | 5,598 |
|
Amortization and impairment of mortgage servicing rights | 163,281 |
| | 88,270 |
|
Deferred income taxes | (32,631 | ) | | 56,670 |
|
Provision for loan and lease losses | 21,471 |
| | 39,292 |
|
Loss on other real estate owned (OREO) | 7,910 |
| | 11,942 |
|
Share-based compensation expense | 3,302 |
| | 2,928 |
|
Payments for settlement of forward interest rate swaps | (41,386 | ) | | (2,796 | ) |
Other operating activities | (4,249 | ) | | (2,767 | ) |
Changes in operating assets and liabilities: | | | |
Loans held for sale, including proceeds from sales and repayments | (942,081 | ) | | 72,307 |
|
Other assets | 89,245 |
| | (135,379 | ) |
Accounts payable and accrued liabilities | 60,194 |
| | 22,686 |
|
Net cash provided by (used in) operating activities | (589,561 | ) | | 223,117 |
|
Investing Activities: | | | |
Investment securities available for sale: | | | |
Purchases | (210,717 | ) | | (1,062,031 | ) |
Proceeds from sales | — |
| | 231,842 |
|
Proceeds from prepayments and maturities | 419,500 |
| | 471,460 |
|
Investment securities held to maturity: | | | |
Purchases | (14,917 | ) | | (155,885 | ) |
Proceeds from prepayments and maturities | 32,810 |
| | 8,958 |
|
Purchases of other investments | (70,782 | ) | | (2,552 | ) |
Proceeds from sales of other investments | 43,008 |
| | 50,895 |
|
Net change in loans and leases held for investment | (1,400,765 | ) | | (1,126,555 | ) |
Cash paid for acquisition | (351,071 | ) | | — |
|
Purchases of premises and equipment, including equipment under operating leases | (39,453 | ) | | (40,398 | ) |
Proceeds related to sale or settlement of other real estate owned | 30,311 |
| | 35,549 |
|
Proceeds from insured foreclosure claims | 115,040 |
| | 164,237 |
|
Other investing activities | 1,923 |
| | (8,803 | ) |
Net cash used in investing activities | (1,445,113 | ) | | (1,433,283 | ) |
Financing Activities: | | | |
Net increase in nonmaturity deposits | 1,085,006 |
| | 520,003 |
|
Net increase in time deposits | 459,775 |
| | 91,844 |
|
Net change in repurchase agreements | 484,565 |
| | — |
|
Decrease in short-term Federal Home Loan Bank (FHLB) advances | (470,000 | ) | | (25,000 | ) |
Proceeds from long-term FHLB advances | 1,886,000 |
| | 6,158 |
|
Repayments of long-term FHLB advances | (333,500 | ) | | (85,013 | ) |
Proceeds from issuance of common stock | 256,522 |
| | 1,093 |
|
Other financing activities | (8,706 | ) | | (8,862 | ) |
Net cash provided by financing activities | 3,359,662 |
| | 500,223 |
|
Net change in cash and cash equivalents | 1,324,988 |
| | (709,943 | ) |
Cash and cash equivalents at beginning of period | 294,981 |
| | 1,169,221 |
|
Cash and cash equivalents at end of period | $ | 1,619,969 |
| | $ | 459,278 |
|
See Note 1 for disclosures related to supplemental noncash information.
See notes to unaudited condensed consolidated financial statements.
EverBank Financial Corp and Subsidiaries
Notes to Condensed Consolidated Financial Statements (unaudited)
(Dollars in thousands, except per share data)
1. Organization and Basis of Presentation
a) Organization — EverBank Financial Corp (the Company) is a thrift holding company with one direct subsidiary, EverBank (EB). EB is a federally chartered thrift institution with its home office located in Jacksonville, Florida. In addition, its direct banking services are offered nationwide. EB operates financial centers in Florida and retail lending centers across the United States. EB (a) accepts deposits from the general public; (b) originates, purchases, services and sells residential real estate mortgage loans; (c) originates, services, and sells commercial real estate loans; (d) originates consumer, home equity, and commercial loans and leases; and (e) offers full-service securities brokerage and investment advisory services.
EB’s subsidiaries are:
•AMC Holding, Inc., the parent of CustomerOne Financial Network, Inc.;
•Tygris Commercial Finance Group, Inc. (Tygris), the parent of EverBank Commercial Finance, Inc.;
•EverInsurance, Inc.;
•Elite Lender Services, Inc.; and
•EverBank Wealth Management, Inc. (EWM).
On January 31, 2012, as part of a tax-free reorganization, the assets, liabilities and business activities of EWM were transferred to EB.
b) Reincorporation — In September 2010, EverBank Financial Corp, a Florida corporation (EverBank Florida), formed EverBank Financial Corp, a Delaware corporation (EverBank Delaware). Subsequent to its formation, EverBank Delaware held no assets, had no subsidiaries and did not engage in any business or other activities except in connection with its formation. In May 2012, EverBank Delaware completed an initial public offering with its common stock listed on the New York Stock Exchange LLC (NYSE) under the symbol “EVER”. Immediately preceding the consummation of that offering, EverBank Florida merged with and into EverBank Delaware, with EverBank Delaware continuing as the surviving corporation and succeeding to all of the assets, liabilities and business of EverBank Florida. The merger resulted in the following:
| |
• | All of the outstanding shares of common stock of EverBank Florida were converted into approximately 77,994,699 shares of EverBank Delaware common stock; |
| |
• | All of the outstanding shares of Series B Preferred Stock of EverBank Florida were converted into 15,964,644 shares of EverBank Delaware common stock; |
| |
• | As a result of the reincorporation of EverBank Florida in Delaware, the Company is now governed by the laws of the State of Delaware. |
Reincorporation of EverBank Florida in Delaware did not result in any change of the business, management, fiscal year, assets, liabilities or location of the principal facilities of the Company.
c) Basis of Presentation — The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (GAAP) for interim financial information and the instructions to Form 10-Q and Article 10 of Regulation S-X. Accordingly, they do not include all information or footnotes necessary for a complete presentation of financial position, results of operations, comprehensive income, and cash flows in conformity with generally accepted accounting principles. These interim financial statements should be read in conjunction with the audited financial statements and note disclosures as of and for the years ended December 31, 2011, 2010 and 2009, which are included in the Company’s registration statement on Form S-1 filed with the SEC on May 2, 2012.
The accompanying unaudited condensed consolidated financial statements include the accounts of the Company and its majority-owned subsidiary. All intercompany balances and transactions have been eliminated in consolidation. In management’s opinion, all adjustments (which include normal recurring adjustments) necessary to present fairly the financial position, results of operations, comprehensive income, and changes in cash flows have been made.
GAAP requires management to make estimates that affect the reported amounts and disclosures of contingencies in the consolidated financial statements. Estimates by their nature are based on judgment and available information. Material estimates relate to the Company’s allowance for loan and lease losses, loans and leases acquired with evidence of credit deterioration, repurchase obligations, lease residuals, contingent liabilities, and the fair values of investment securities, loans held for sale, MSR, share-based compensation and derivative instruments. Because of the inherent uncertainties associated with any estimation process and future changes in market and economic conditions, it is possible that actual results could differ significantly from these estimates.
d) Supplemental Cash Flow Information - Noncash investing and financing activities are presented in the following table: |
| | | | | | | |
| Nine Months Ended |
| September 30, |
| 2012 | | 2011 |
Supplemental Schedules of Noncash Investing Activities: | | | |
Loans transferred to foreclosure claims from loans held for investment | $ | 146,480 |
| | $ | 172,805 |
|
Loans transferred to foreclosure claims from loans held for sale | 203,764 |
| | 13,536 |
|
Loans transferred to other real estate owned from loans held for investment | 32,100 |
| | 50,251 |
|
Loans transferred from held for sale to held for investment | 1,928,519 |
| | 11,254 |
|
Loans transferred from held for investment to held for sale | 94,650 |
| | 779,190 |
|
Additions of originated mortgage servicing assets for loans sold | 58,061 |
| | 38,194 |
|
| | | |
Supplemental Schedules of Noncash Financing Activities: | | | |
Conversion of preferred stock | $ | 135,585 |
| | $ | — |
|
2. Recent Accounting Pronouncements and Updates to Significant Accounting Policies
Recent Accounting Pronouncements
Amendments to Achieve Common Fair Value Measurement and Disclosure Requirements — In May 2011, the Financial Accounting Standards Board (FASB) issued ASU 2011-04, Amendments to Achieve Common Fair Value Measurement and Disclosure Requirements in U.S. GAAP and International Financial Reporting Standards (Topic 820)—Fair Value Measurement, to provide a consistent definition of fair value and ensure that the fair value measurement and disclosure requirements are similar between U.S. GAAP and International Financial Reporting Standards. ASU 2011-04 changes certain fair value measurement principles and enhances the disclosure requirements particularly for level 3 fair value measurements. ASU 2011-04 was effective for the first quarter of 2012 and was applied prospectively. Adoption of this standard resulted in additional disclosures as presented in Note 14 but did not have any impact on the Company’s results of operations.
Presentation of Comprehensive Income — In June 2011, the FASB issued ASU 2011-05, Comprehensive Income (Topic 220)—Presentation of Comprehensive Income, to require an entity to present the total of comprehensive income, the components of net income, and the components of other comprehensive income either in a single continuous statement of comprehensive income or in two separate but consecutive statements. ASU 2011-05 eliminates the option to present the components of other comprehensive income as part of the statement of shareholders’ equity. ASU 2011-05 is effective for the first quarter of 2012 and should be applied retrospectively. Adoption of this standard resulted in the presentation of a new statement of comprehensive income separate from the statement of shareholders’ equity but did not have any impact on the Company’s results of operations. In December 2011, the FASB issued ASU 2011-12,Comprehensive Income (Topic 220)- Deferral of the Effective Date for Amendments to the Presentation of Reclassifications of Items Out of Accumulated Other Comprehensive Income in Accounting Standards Update No. 2011-05, to allow time to redeliberate whether to present on the face of the financial statements the effects of reclassifications out of accumulated other comprehensive income on the components of net income and other comprehensive income for all periods presented. Adoption of this ASU did not have any impact on the Company’s consolidated financial statements or results of operations.
Intangibles - Goodwill & Other — In September 2011, the FASB issued ASU 2011-08, Intangibles - Goodwill and Other (Topic 350) —Testing Goodwill for Impairment, which affects all entities that have goodwill reported in their financial statements. The amendments in ASU 2011-08 permit an entity to first assess qualitative factors to determine whether it is more likely than not that the fair value of a reporting unit is less than the carrying amount as a basis for determining whether it is necessary to perform the two-step goodwill impairment test described in ASC Topic 350. The more likely than not threshold is defined as having a likelihood of more than 50 percent. If, after assessing the totality of events or circumstances, an entity determines that it is more likely than not that the fair value of a reporting unit is more than its carrying amount, then performing the two-step impairment test is not required. Under the amendments in this update, an entity is no longer permitted to carry forward its detailed calculation of a reporting unit's fair value from a prior year as previously permitted under ASC Topic 350. This guidance was adopted in conjunction with the performance of the Company's annual goodwill impairment test performed during the second quarter of 2012. Adoption of this standard did not have any impact on the Company's consolidated financial statements or results of operations.
Updates to Significant Accounting Policies
Goodwill and Intangible Assets - Goodwill, core deposit premiums and other intangible assets are included in other assets in the consolidated balance sheets.
Goodwill is not amortized and is evaluated for potential impairment on an annual basis or when events or circumstances indicate a potential impairment at the reporting unit level. Reporting units are first evaluated qualitatively to determine whether it is more likely than not that the fair value of a reporting unit is less than its carrying value. If it is believed that it is more likely than not that a reporting unit's fair value is less than its carrying value, the Company will estimate the reporting unit's fair market value to determine whether carrying value exceeds fair market value. If carrying value exceeds fair market value, goodwill is written down.
The Company may use judgment in assessing goodwill and intangible assets for impairment. Estimates of fair value are based on projections of revenues, operating costs and cash flows of each reporting unit considering historical and anticipated future results, general economic and market conditions as well as the impact of planned business or operational strategies. The valuations employ a combination of present value techniques to measure fair value and take into consideration relevant market factors. Additionally, judgment is used in determining the useful lives of finite-lived intangible assets. Changes in judgments and projections could result in a significantly different estimate of the fair value of the reporting units and could result in an impairment of goodwill.
Core deposit premiums are amortized over the estimated life of the acquired deposits using the straight-line method. Core deposit premiums are evaluated for impairment whenever events or changes in circumstances indicate that the carrying value of the asset may not be recoverable. Other identifiable intangible assets were recognized through business combinations. These intangible assets are amortized over their estimated life. No residual value was assigned to any of these intangible assets.
Fair Value Hedges - As part of its asset and liability management activities, the Company enters into forward interest rate swaps as a fair value hedge for financial instruments that create fixed cash flows. The fair value of such instruments will appreciate or depreciate as a result of fluctuations within the current interest rate environment. When effectively hedged, this appreciation or depreciation will generally be offset by fluctuations in the fair value of the derivative instruments that are linked to the hedged financial instruments.
For derivative instruments that are designated and qualify as fair value hedges, the change in fair value of the derivative instrument, as well as the offsetting change in the fair value of the hedged item attributable to the hedged risk, is recorded in the related interest income or expense, as applicable. Payments and proceeds related to the settlement of these derivatives are included in the operating activities section of the consolidated statements of cash flows. All gains or losses on these derivatives are included in the assessment of hedge effectiveness.
For both cash flow hedges and fair value hedges, hedge accounting is discontinued prospectively when (1) a derivative is no longer highly effective in offsetting changes in the fair value or cash flow of a hedged item, (2) a derivative expires or is sold, (3) a derivative is de-designated as a hedge, because it is unlikely that a forecasted transaction will occur, or (4) it is determined that designation of a derivative as a hedge is no longer appropriate.
3. Acquisition Activities
On April 2, 2012, the Company completed its acquisition of 100% of the net assets of the Warehouse Lending Division of MetLife Bank, N.A. pursuant to the asset purchase agreement dated February 8, 2012 between the Company and MetLife Bank, N.A. The acquisition was funded entirely by cash with the transaction accounted for using the purchase method. Based on the purchase method of accounting, the consideration paid was allocated to the acquired assets and liabilities. No identifiable intangible assets or goodwill were recognized in the transaction. Information regarding the acquisition is as follows:
|
| | | |
Recognized amounts of identifiable assets acquired and liabilities assumed: | |
Loans | $ | 350,997 |
|
Accrued interest and fees | 617 |
|
Total Assets Acquired | 351,614 |
|
Other liabilities | 543 |
|
Total Liabilities Assumed | 543 |
|
Total Identifiable Net Assets | $ | 351,071 |
|
Under the purchase method of accounting, the measurement period for a transaction is to extend for a period necessary to obtain all available information to facilitate a complete and accurate recording of the transaction as of the acquisition date. This period, however, may not extend beyond a period of one year from the date of acquisition. In the event information not currently available is obtained during the measurement period that would affect the recording of this transaction, any applicable adjustments will be performed retrospectively adjusting the initial recording of this acquisition.
See Note 17 for information related to the acquisition of the Business Property Lending, Inc. (BPL), a wholly owned subsidiary of General Electric Capital Corporation.
4. Investment Securities
The amortized cost and fair value of investment securities with gross unrealized gains and losses were as follows as of September 30, 2012 and December 31, 2011: |
| | | | | | | | | | | | | | | | | | | |
| Amortized Cost | | Gross Unrealized Gains | | Gross Unrealized Losses | | Fair Value | | Carrying Amount |
September 30, 2012 | | | | | | | | | |
Available for sale: | | | | | | | | | |
Residential collateralized mortgage obligations (CMO) securities - agency | $ | 67 |
| | $ | 6 |
| | $ | — |
| | $ | 73 |
| | $ | 73 |
|
Residential CMO securities - nonagency | 1,705,372 |
| | 24,172 |
| | 15,340 |
| | 1,714,204 |
| | 1,714,204 |
|
Residential mortgage-backed securities (MBS) - agency | 246 |
| | 17 |
| | — |
| | 263 |
| | 263 |
|
Asset-backed securities (ABS) | 10,551 |
| | — |
| | 2,775 |
| | 7,776 |
| | 7,776 |
|
Equity securities | 77 |
| | 163 |
| | — |
| | 240 |
| | 240 |
|
Total available for sale securities | $ | 1,716,313 |
| | $ | 24,358 |
| | $ | 18,115 |
| | $ | 1,722,556 |
| | $ | 1,722,556 |
|
Held to maturity: | | | | | | | | | |
Residential CMO securities - agency | $ | 132,946 |
| | $ | 6,117 |
| | $ | — |
| | $ | 139,063 |
| | $ | 132,946 |
|
Residential MBS - agency | 32,871 |
| | 2,339 |
| | — |
| | 35,210 |
| | 32,871 |
|
Corporate securities | 4,987 |
| | — |
| | 2,032 |
| | 2,955 |
| | 4,987 |
|
Total held to maturity securities | $ | 170,804 |
| | $ | 8,456 |
| | $ | 2,032 |
| | $ | 177,228 |
| | $ | 170,804 |
|
December 31, 2011 | | |
| | | | | | |
Available for sale: | | | | | | | | | |
Residential CMO securities - agency | $ | 96 |
| | $ | 8 |
| | $ | — |
| | $ | 104 |
| | $ | 104 |
|
Residential CMO securities - nonagency | 1,919,046 |
| | 17,609 |
| | 40,837 |
| | 1,895,818 |
| | 1,895,818 |
|
Residential MBS - agency | 317 |
| | 21 |
| | — |
| | 338 |
| | 338 |
|
Asset-backed securities | 10,573 |
| | — |
| | 3,096 |
| | 7,477 |
| | 7,477 |
|
Equity securities | 77 |
| | 108 |
| | — |
| | 185 |
| | 185 |
|
Total available for sale securities | $ | 1,930,109 |
| | $ | 17,746 |
| | $ | 43,933 |
| | $ | 1,903,922 |
| | $ | 1,903,922 |
|
Held to maturity: | | | | | | | | | |
Residential CMO securities - agency | $ | 159,882 |
| | $ | 6,029 |
| | $ | 78 |
| | $ | 165,833 |
| | $ | 159,882 |
|
Residential MBS - agency | 19,132 |
| | 1,464 |
| | — |
| | 20,596 |
| | 19,132 |
|
Corporate securities | 10,504 |
| | — |
| | 2,583 |
| | 7,921 |
| | 10,504 |
|
Total held to maturity securities | $ | 189,518 |
| | $ | 7,493 |
| | $ | 2,661 |
| | $ | 194,350 |
| | $ | 189,518 |
|
At September 30, 2012 and December 31, 2011, investment securities with a carrying value of $1,049,695 and $543,705, respectively, were pledged to secure other borrowings, public deposits, securities sold under agreements to repurchase, and for other purposes as required or permitted by law.
For the nine months ended September 30, 2012, no gross gains or gross losses were realized on available for sale investments. For the nine months ended September 30, 2011, gross gains of $7,401 and gross losses of $0 were realized on available for sale investments in other noninterest income. The cost of investments sold is calculated using the specific identification method.
The gross unrealized losses and fair value of the Company’s investments with unrealized losses, aggregated by investment category and the length of time individual securities have been in a continuous unrealized loss position, at September 30, 2012 and December 31, 2011 are as follows:
|
| | | | | | | | | | | | | | | | | | | | | | | |
| Less Than 12 Months | | 12 Months or Greater | | Total |
| Fair Value | | Unrealized Losses | | Fair Value | | Unrealized Losses | | Fair Value | | Unrealized Losses |
September 30, 2012 | | | | | | | | | | | |
Debt securities: | | | | | | | | | | | |
Residential CMO securities - nonagency | $ | 239,470 |
| | $ | 4,422 |
| | $ | 458,717 |
| | $ | 10,918 |
| | $ | 698,187 |
| | $ | 15,340 |
|
Asset-backed securities | — |
| | — |
| | 7,776 |
| | 2,775 |
| | 7,776 |
| | 2,775 |
|
Corporate securities | — |
| | — |
| | 2,955 |
| | 2,032 |
| | 2,955 |
| | 2,032 |
|
Total debt securities | $ | 239,470 |
| | $ | 4,422 |
| | $ | 469,448 |
| | $ | 15,725 |
| | $ | 708,918 |
| | $ | 20,147 |
|
December 31, 2011 | | | | | | | | | | | |
Debt securities: | | | | | | | | | | | |
Residential CMO securities - nonagency | $ | 573,928 |
| | $ | 16,646 |
| | $ | 226,507 |
| | $ | 24,191 |
| | $ | 800,435 |
| | $ | 40,837 |
|
Residential CMO securities - agency | 6,224 |
| | 78 |
| | — |
| | — |
| | 6,224 |
| | 78 |
|
Asset-backed securities | — |
| | — |
| | 7,477 |
| | 3,096 |
| | 7,477 |
| | 3,096 |
|
Corporate securities | — |
| | — |
| | 2,404 |
| | 2,583 |
| | 2,404 |
| | 2,583 |
|
Total debt securities | $ | 580,152 |
| | $ | 16,724 |
| | $ | 236,388 |
| | $ | 29,870 |
| | $ | 816,540 |
| | $ | 46,594 |
|
The Company had unrealized losses at September 30, 2012 and December 31, 2011 on residential CMO securities, ABS and corporate securities. These unrealized losses are primarily attributable to weak market conditions. Based on the nature of impairment, these unrealized losses are considered temporary. The Company does not intend to sell nor is it more likely than not that it will be required to sell these investments before their anticipated recovery.
At September 30, 2012, the Company had 56 debt securities in an unrealized loss position. A total of 10 were in an unrealized loss position for less than 12 months, all of which were residential CMO securities. Of these, 100% in amortized cost attained credit ratings of A or better. The remaining 46 debt securities were in an unrealized loss position for 12 months or longer. These 46 securities consisted of three ABS, one corporate security and 42 nonagency residential CMO securities. Of these 46 debt securities in an unrealized loss position, 72% in amortized cost had credit ratings of A or better.
At December 31, 2011, the Company had 71 debt securities in an unrealized loss position. A total of 42 were in an unrealized loss position for less than 12 months, all of which were residential CMO securities. Of these, 84% in amortized cost had credit ratings of A or better. The remaining 29 debt securities were in an unrealized loss position for 12 months or longer. These 29 securities consisted of three ABS, one corporate security and 25 nonagency residential CMO securities. Of these 25 nonagency securities, 68% in amortized cost had credit ratings of A or better.
When certain qualitative triggers indicate the likelihood of an OTTI, the Company performs cash flow analyses that project prepayments, default rates and loss severities on the collateral supporting each security. If the net present value of the investment is less than the amortized cost, the difference is recognized in earnings as a credit-related impairment, while the remaining difference between the fair value and the amortized cost is recognized in AOCI. The Company recognized credit-related OTTI losses of $685 in other noninterest income for the nine months ended September 30, 2011 primarily due to a continued decline in the collateral value of a corporate security.
There were no OTTI losses recognized on available for sale or held to maturity securities during the nine months ended September 30, 2012 or for the three months ended September 30, 2011. Information regarding impairment related to credit loss recognized on securities in other noninterest income and impairment related to all other factors recognized in AOCI for the nine months ended September 30, 2011 are as follows:
|
| | | | | | | | | | | |
Debt securities: | Impairment Related to Credit Loss | | Impairment Related to All Other Factors | | Total Impairment |
Balance, January 1, 2011 | $ | 3,354 |
| | $ | 502 |
| | $ | 3,856 |
|
Additional charges on securities for which OTTI was previously recognized | 685 |
| | (499 | ) | | 186 |
|
Reduction for securities on which a reduction in value was taken against earnings (1) | (4,039 | ) | | — |
| | (4,039 | ) |
Accretion of impairment related to all other factors | — |
| | (3 | ) | | (3 | ) |
Balance, September 30, 2011 | $ | — |
| | $ | — |
| | $ | — |
|
| |
(1) | The value of these securities for which impairment is related to credit loss was written down to a zero value during 2011 reflecting that the Company does not anticipate the ability to collect cash flows on these investments at any point in the future. This reduction in value was taken through earnings and thus, is reflected in the rollforward as a reduction of the credit loss balance to zero. |
During the three and nine months ended September 30, 2012 and 2011, interest and dividend income on investment securities was comprised of the following:
|
| | | | | | | | | | | | | | | |
| Three Months Ended September 30, | | Nine Months Ended September 30, |
| 2012 | | 2011 | | 2012 | | 2011 |
Interest income on available for sale securities | $ | 17,875 |
| | $ | 25,498 |
| | $ | 55,474 |
| | $ | 78,583 |
|
Interest income on held to maturity securities | 2,504 |
| | 1,552 |
| | 5,313 |
| | 3,561 |
|
Other interest and dividend income | 500 |
| | 151 |
| | 1,340 |
| | 634 |
|
| $ | 20,879 |
| | $ | 27,201 |
| | $ | 62,127 |
| | $ | 82,778 |
|
All investment interest income recognized by the Company during the three and nine months ended September 30, 2012 and 2011 was fully taxable.
5. Loans Held for Sale
Loans held for sale as of September 30, 2012 and December 31, 2011, consist of the following:
|
| | | | | | | |
| September 30, 2012 |
| December 31, 2011 |
Government insured pool buyouts | $ | 68,533 |
|
| $ | 1,939,114 |
|
Mortgage warehouse (carried at fair value) | 1,025,467 |
|
| 761,818 |
|
Other | 309,205 |
|
| 24,354 |
|
Total loans held for sale | $ | 1,403,205 |
|
| $ | 2,725,286 |
|
The Company sells loans to various financial institutions, government agencies, government-sponsored enterprises, and individual investors. Currently, the Company sells a concentration of loans to government-sponsored entities. The Company does not originate, acquire or sell subprime mortgage loans.
The Company securitizes a portion of its residential mortgage loan originations through government agencies. The following is a summary of cash flows between the Company and the agencies for securitized loans for the three and nine months ended September 30, 2012 and 2011:
|
| | | | | | | | | | | | | | | |
| Three Months Ended September 30, | | Nine Months Ended September 30, |
| 2012 | | 2011 | | 2012 | | 2011 |
Proceeds received from new securitizations | $ | 2,476,812 |
| | $ | 1,218,760 |
| | $ | 6,267,169 |
| | $ | 3,271,796 |
|
Net fees paid to agencies | 14,741 |
| | 8,182 |
| | 42,403 |
| | 25,903 |
|
Servicing fees collected | 4,883 |
| | 2,266 |
| | 8,086 |
| | 4,301 |
|
Repurchased loans | 2,616 |
| | 4,419 |
| | 6,132 |
| | 7,769 |
|
During the nine months ended September 30, 2012, the Company transferred $440,886 of conforming residential mortgages to Ginnie Mae (GNMA) in exchange for mortgage-backed securities. As of September 30, 2012, the Company retained $68,377 of these securities backed by the transferred loans and maintained effective control over these pools of transferred assets. Accordingly, the Company has not recorded these transfers as sales. These transferred assets are recorded in the condensed consolidated balance sheet as loans held for sale. The remaining $372,509 in securities were sold to unrelated third parties during the nine months ended September 30, 2012, and have been recorded as sales.
During the three and nine months ended September 30, 2012, the Company transferred $1,899,527 and $1,928,519 in residential mortgage and commercial loans from loans held for sale to loans held for investment at lower of cost or market. A majority of these loans are mortgage pool buyouts. For certain mortgage pool buyouts that meet the pooling and collateral eligibility requirements, the Company is able to securitize and sell the pools in the secondary market. The Company transferred loans that do not meet eligibility requirements to loans held for investment. The Company has the positive intent to hold these loans for the foreseeable future. Additionally, upon acquisition of mortgage pool buyouts from the Company's servicing portfolio or from third parties, the Company expects to hold the loans through liquidation or for the foreseeable future. When a decision is made to sell a loan, the Company will reclassify the loan to the held for sale portfolio.
During the three and nine months ended September 30, 2012, the Company transferred $93,043 and $94,650 of loans to held for sale at lower of cost or market. The majority of these loans are preferred products initially originated for the held for investment portfolio. The Company executed a forward sales contract to sell these and other newly originated loans during the third quarter of 2012; however, delivery is expected during the fourth quarter of 2012. As of September 30, 2012, the contract is accounted for as a derivative. See Note 13 for derivative financial instruments.
6. Loans and Leases Held for Investment, Net
Loans and leases held for investment as of September 30, 2012 and December 31, 2011 are comprised of the following:
|
| | | | | | | |
| September 30, 2012 | | December 31, 2011 |
Residential mortgages | $ | 6,807,399 |
| | $ | 4,556,841 |
|
Commercial and commercial real estate | 2,315,494 |
| | 1,165,384 |
|
Lease financing receivables | 742,332 |
| | 588,501 |
|
Home equity lines | 183,692 |
| | 200,112 |
|
Consumer and credit card | 7,809 |
| | 8,443 |
|
Total loans and leases held for investment, net of discounts | 10,056,726 |
| | 6,519,281 |
|
Allowance for loan and lease losses | (76,469 | ) | | (77,765 | ) |
Total loans and leases held for investment, net | $ | 9,980,257 |
| | $ | 6,441,516 |
|
As of September 30, 2012 and December 31, 2011, the carrying values presented above include net purchase loan and lease discounts and net deferred loan and lease origination costs as follows:
|
| | | | | | | |
| September 30, 2012 | | December 31, 2011 |
Net purchased loan and lease discounts | $ | 188,924 |
| | $ | 237,170 |
|
Net deferred loan and lease origination costs | 22,282 |
| | 19,057 |
|
Acquired Credit Impaired (ACI) Loans and Leases — At acquisition, the Company estimates the fair value of acquired loans and leases by segregating the portfolio into pools with similar risk characteristics. Fair value estimates for acquired loans and leases require estimates of the amounts and timing of expected future principal, interest and other cash flows. For each pool, the Company uses certain loan and lease information, including outstanding principal balance, probability of default and the estimated loss in the event of default to estimate the expected future cash flows for each loan and lease pool.
Acquisition date details of loans and leases acquired with evidence of credit deterioration during the nine months ended September 30, 2012 and 2011 are as follows:
|
| | | | | | | | |
| | September 30, 2012 | | September 30, 2011 |
Contractual payments receivable for acquired loans and leases at acquisition | | $ | 218,750 |
| | $ | 424,176 |
|
Expected cash flows for acquired loans and leases at acquisition | | 133,627 |
| | 235,795 |
|
Basis in acquired loans and leases at acquisition | | 117,579 |
| | 218,500 |
|
Information pertaining to the ACI portfolio as of September 30, 2012 and December 31, 2011 is as follows:
|
| | | | | | | | | | | |
| Bank of Florida | | Other Acquired Loans | | Total |
September 30, 2012 | | | | | |
Carrying value, net of allowance | $ | 523,654 |
| | $ | 584,508 |
| | $ | 1,108,162 |
|
Outstanding unpaid principal balance or contractual net investment | 576,200 |
| | 607,979 |
| | 1,184,179 |
|
Allowance for loan and lease losses, beginning of year | 11,638 |
| | 4,351 |
| | 15,989 |
|
Allowance for loan and lease losses, end of period | 16,006 |
| | 5,175 |
| | 21,181 |
|
|
| | | | | | | | | | | | | | | |
| Bank of Florida | | Tygris | | Other Acquired Loans | | Total |
December 31, 2011 | | | | | | | |
Carrying value, net of allowance | $ | 621,116 |
| | $ | — |
| | $ | 522,071 |
| | $ | 1,143,187 |
|
Outstanding unpaid principal balance or contractual net investment | 685,967 |
| | — |
| | 543,240 |
| | 1,229,207 |
|
Allowance for loan and lease losses, beginning of year | 6,189 |
| | 97 |
| | 3,695 |
| | 9,981 |
|
Allowance for loan and lease losses, end of year | 11,638 |
| | — |
| | 4,351 |
| | 15,989 |
|
The Company recorded $863 and $954 in provision for loan and lease losses for the ACI portfolio for the three months ended September 30, 2012 and 2011 and $5,192 and $2,047 in provision for loan and lease losses for the ACI portfolio for the nine months ended September 30, 2012 and 2011, respectively. The increase in provision is the result of a decrease in expected cash flows on ACI loans.
The following is a summary of the accretable yield activity for the ACI loans during the nine months ended September 30, 2012 and 2011:
|
| | | | | | | | | | | | | | | |
September 30, 2012 | | | Bank of Florida | | Other Acquired Loans | | Total |
Balance, beginning of period | | | $ | 141,750 |
| | $ | 65,973 |
| | $ | 207,723 |
|
Additions | | | — |
| | 16,048 |
| | 16,048 |
|
Accretion | | | (26,943 | ) | | (18,391 | ) | | (45,334 | ) |
Reclassifications from accretable yield | | | (9,441 | ) | | (620 | ) | | (10,061 | ) |
Balance, end of period | | | $ | 105,366 |
| | $ | 63,010 |
| | $ | 168,376 |
|
| | | | | | | |
September 30, 2011 | Bank of Florida | | Tygris | | Other Acquired Loans | | Total |
Balance, beginning of period | $ | 198,633 |
| | $ | 9,745 |
| | $ | 44,603 |
| | $ | 252,981 |
|
Additions | — |
| | — |
| | 17,295 |
| | 17,295 |
|
Accretion | (35,423 | ) | | (2,976 | ) | | (8,292 | ) | | (46,691 | ) |
Reclassifications (from) to accretable yield | (8,246 | ) | | 2,567 |
| | 294 |
| | (5,385 | ) |
Transfer from loans held for investment to loans held for sale | — |
| | — |
| | (7,707 | ) | | (7,707 | ) |
Transfer to cost recovery | — |
| | (6,678 | ) | | — |
| | (6,678 | ) |
Balance, end of period | $ | 154,964 |
| | $ | 2,658 |
| | $ | 46,193 |
| | $ | 203,815 |
|
Covered Loans and Leases — Covered loans and leases are acquired and recorded at fair value at acquisition, exclusive of the loss share agreements with the FDIC and the indemnification agreement with former shareholders of Tygris. All loans acquired through the loss share agreement with the FDIC and all loans and leases acquired in the purchase of Tygris are considered covered during the applicable indemnification period.
The following is a summary of the recorded investment of major categories of covered loans and leases outstanding as of September 30, 2012 and December 31, 2011:
|
| | | | | | | | | | | |
| Bank of Florida | | Tygris | | Total |
September 30, 2012 | | | | | |
Residential mortgages | $ | 65,319 |
| | $ | — |
| | $ | 65,319 |
|
Commercial and commercial real estate | 485,910 |
| | — |
| | 485,910 |
|
Lease financing receivables | — |
| | 100,399 |
| | 100,399 |
|
Home equity lines | 18,101 |
| | — |
| | 18,101 |
|
Consumer and credit card | 1,691 |
| | — |
| | 1,691 |
|
Total recorded investment of covered loans and leases | $ | 571,021 |
| | $ | 100,399 |
| | $ | 671,420 |
|
December 31, 2011 | | | | | |
Residential mortgages | $ | 74,580 |
| | $ | — |
| | $ | 74,580 |
|
Commercial and commercial real estate | 569,014 |
| | — |
| | 569,014 |
|
Lease financing receivables | — |
| | 176,125 |
| | 176,125 |
|
Home equity lines | 19,082 |
| | — |
| | 19,082 |
|
Consumer and credit card | 2,345 |
| | — |
| | 2,345 |
|
Total recorded investment of covered loans and leases | $ | 665,021 |
| | $ | 176,125 |
| | $ | 841,146 |
|
7. Allowance for Loan and Lease Losses
Changes in the allowance for loan and lease losses for the three and nine months ended September 30, 2012 and 2011 are as follows: |
| | | | | | | | | | | | | | | | | | | | | | | |
| Three Months Ended September 30, 2012 |
| Residential Mortgages | | Commercial and Commercial Real Estate | | Lease Financing Receivables | | Home Equity Lines | | Consumer and Credit Card | | Total |
Balance, beginning of period | $ | 37,719 |
| | $ | 32,050 |
| | $ | 4,160 |
| | $ | 3,288 |
| | $ | 176 |
| | $ | 77,393 |
|
Provision for loan and lease losses | (1,277 | ) | | 3,271 |
| | 917 |
| | 1,400 |
| | 48 |
| | 4,359 |
|
Charge-offs | (3,868 | ) | | (2,636 | ) | | (805 | ) | | (1,215 | ) | | (61 | ) | | (8,585 | ) |
Recoveries | 52 |
| | 3,023 |
| | 159 |
| | 52 |
| | 16 |
| | 3,302 |
|
Balance, end of period | $ | 32,626 |
| | $ | 35,708 |
| | $ | 4,431 |
| | $ | 3,525 |
| | $ | 179 |
| | $ | 76,469 |
|
| | | | | | | | | | | |
| Three Months Ended September 30, 2011 |
| Residential Mortgages | | Commercial and Commercial Real Estate | | Lease Financing Receivables | | Home Equity Lines | | Consumer and Credit Card | | Total |
Balance, beginning of period | $ | 54,472 |
| | $ | 28,295 |
| | $ | 1,806 |
| | $ | 4,612 |
| | $ | 24 |
| | $ | 89,209 |
|
Transfers to loans held for sale | (387 | ) | | — |
| | — |
| | — |
| | — |
| | (387 | ) |
Provision for loan and lease losses | 9,538 |
| | 844 |
| | 1,943 |
| | (273 | ) | | 206 |
| | 12,258 |
|
Charge-offs | (9,778 | ) | | (6,058 | ) | | (1,473 | ) | | (763 | ) | | (41 | ) | | (18,113 | ) |
Recoveries | 12 |
| | 792 |
| | 38 |
| | 2 |
| | 16 |
| | 860 |
|
Balance, end of period | $ | 53,857 |
| | $ | 23,873 |
| | $ | 2,314 |
| | $ | 3,578 |
| | $ | 205 |
| | $ | 83,827 |
|
|
| | | | | | | | | | | | | | | | | | | | | | | |
| Nine Months Ended September 30, 2012 |
| Residential Mortgages | | Commercial and Commercial Real Estate | | Lease Financing Receivables | | Home Equity Lines | | Consumer and Credit Card | | Total |
Balance, beginning of period | $ | 43,454 |
| | $ | 28,209 |
| | $ | 3,766 |
| | $ | 2,186 |
| | $ | 150 |
| | $ | 77,765 |
|
Provision for loan and lease losses | 3,516 |
| | 10,537 |
| | 3,344 |
| | 3,978 |
| | 96 |
| | 21,471 |
|
Charge-offs | (14,701 | ) | | (6,640 | ) | | (2,903 | ) | | (2,807 | ) | | (112 | ) | | (27,163 | ) |
Recoveries | 357 |
| | 3,602 |
| | 224 |
| | 168 |
| | 45 |
| | 4,396 |
|
Balance, end of period | $ | 32,626 |
| | $ | 35,708 |
| | $ | 4,431 |
| | $ | 3,525 |
| | $ | 179 |
| | $ | 76,469 |
|
| | | | | | | | | | | |
| Nine Months Ended September 30, 2011 |
| Residential Mortgages | | Commercial and Commercial Real Estate | | Lease Financing Receivables | | Home Equity Lines | | Consumer and Credit Card | | Total |
Balance, beginning of period | $ | 46,584 |
| | $ | 33,490 |
| | $ | 2,454 |
| | $ | 10,907 |
| | $ | 254 |
| | $ | 93,689 |
|
Change in estimate | 10,154 |
| | (682 | ) | | (802 | ) | | (6,323 | ) | | (440 | ) | | 1,907 |
|
Transfers to loans held for sale | (387 | ) | | — |
| | — |
| | — |
| | — |
| | (387 | ) |
Provision for loan and lease losses | 21,905 |
| | 6,657 |
| | 5,212 |
| | 3,060 |
| | 551 |
| | 37,385 |
|
Charge-offs | (24,422 | ) | | (16,971 | ) | | (4,601 | ) | | (4,079 | ) | | (181 | ) | | (50,254 | ) |
Recoveries | 23 |
| | 1,379 |
| | 51 |
| | 13 |
| | 21 |
| | 1,487 |
|
Balance, end of period | $ | 53,857 |
| | $ | 23,873 |
| | $ | 2,314 |
| | $ | 3,578 |
| | $ | 205 |
| | $ | 83,827 |
|
The following tables provide a breakdown of the allowance for loan and lease losses and the recorded investment in loans and leases based on the method for determining the allowance as of September 30, 2012 and December 31, 2011:
|
| | | | | | | | | | | | | | | |
| Allowance for Loan and Lease Losses |
| Individually Evaluated for Impairment | | Collectively Evaluated for Impairment | | ACI Loans | | Total |
September 30, 2012 | | | | | | | |
Residential mortgages | $ | 8,145 |
| | $ | 19,306 |
| | $ | 5,175 |
| | $ | 32,626 |
|
Commercial and commercial real estate | 4,822 |
| | 14,880 |
| | 16,006 |
| | 35,708 |
|
Lease financing receivables | — |
| | 4,431 |
| | — |
| | 4,431 |
|
Home equity lines | — |
| | 3,525 |
| | — |
| | 3,525 |
|
Consumer and credit card | — |
| | 179 |
| | — |
| | 179 |
|
Total allowance for loan and lease losses | $ | 12,967 |
| | $ | 42,321 |
| | $ | 21,181 |
| | $ | 76,469 |
|
|
| | | | | | | | | | | | | | | |
| Loans and Leases Held for Investment at Recorded Investment |
| Individually Evaluated for Impairment | | Collectively Evaluated for Impairment | | ACI Loans | | Total |
September 30, 2012 | | | | | | | |
Residential mortgages | $ | 87,571 |
| | $ | 6,057,996 |
| | $ | 661,832 |
| | $ | 6,807,399 |
|
Commercial and commercial real estate | 101,955 |
| | 1,746,028 |
| | 467,511 |
| | 2,315,494 |
|
Lease financing receivables | — |
| | 742,332 |
| | — |
| | 742,332 |
|
Home equity lines | — |
| | 183,692 |
| | — |
| | 183,692 |
|
Consumer and credit card | — |
| | 7,809 |
| | — |
| | 7,809 |
|
Total loans and leases held for investment | $ | 189,526 |
| | $ | 8,737,857 |
| | $ | 1,129,343 |
| | $ | 10,056,726 |
|
| | | | | | | |
| Allowance for Loan and Lease Losses |
| Individually Evaluated for Impairment | | Collectively Evaluated for Impairment | | ACI Loans | | Total |
December 31, 2011 | | | | | | | |
Residential mortgages | $ | 7,436 |
| | $ | 30,554 |
| | $ | 5,464 |
| | $ | 43,454 |
|
Commercial and commercial real estate | 6,021 |
| | 11,663 |
| | 10,525 |
| | 28,209 |
|
Lease financing receivables | — |
| | 3,766 |
| | — |
| | 3,766 |
|
Home equity lines | — |
| | 2,186 |
| | — |
| | 2,186 |
|
Consumer and credit card | — |
| | 150 |
| | — |
| | 150 |
|
Total allowance for loan and lease losses | $ | 13,457 |
| | $ | 48,319 |
| | $ | 15,989 |
| | $ | 77,765 |
|
| | | | | | | |
| Loans and Leases Held for Investment at Recorded Investment |
| Individually Evaluated for Impairment | | Collectively Evaluated for Impairment | | ACI Loans | | Total |
December 31, 2011 | | | | | | | |
Residential mortgages | $ | 90,927 |
| | $ | 3,852,119 |
| | $ | 613,795 |
| | $ | 4,556,841 |
|
Commercial and commercial real estate | 142,360 |
| | 477,643 |
| | 545,381 |
| | 1,165,384 |
|
Lease financing receivables | — |
| | 588,501 |
| | — |
| | 588,501 |
|
Home equity lines | — |
| | 200,112 |
| | — |
| | 200,112 |
|
Consumer and credit card | — |
| | 8,443 |
| | — | |