EVER-3.31.13-10Q
Table of Contents


 
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
(Mark One)
 
 
ý
Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 for the quarterly period ended March 31, 2013.
or
 
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)
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.
 
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 April 25, 2013, there were 122,233,510 shares of common stock outstanding.
 


Table of Contents


EverBank Financial Corp
Form 10-Q
Index
Part I - Financial Information
 
 
 
Item 1.
 
 
 
 
 
 
 
 
 
Item 2.
 
 
 
Item 3.
 
 
 
Item 4.
 
Part II - Other Information
 
 
 
Item 1.
 
 
 
Item 1A.
 
 
 
Item 2.
 
 
 
Item 3.
 
 
 
Item 4.
 
 
 
Item 5.
 
 
 
Item 6.


Table of Contents

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)



 
March 31,
2013
 
December 31,
2012
Assets
 
 
 
Cash and due from banks
$
44,938

 
$
175,400

Interest-bearing deposits in banks
548,458

 
268,514

Total cash and cash equivalents
593,396

 
443,914

Investment securities:
 
 
 
Available for sale, at fair value
1,497,278

 
1,619,878

Held to maturity (fair value of $126,308 and $146,709 as of March 31, 2013 and December 31, 2012, respectively)
124,242

 
143,234

Other investments
144,070

 
158,172

Total investment securities
1,765,590

 
1,921,284

Loans held for sale (includes $1,350,289 and $1,452,236 carried at fair value as of March 31, 2013 and December 31, 2012, respectively)
2,416,599

 
2,088,046

Loans and leases held for investment:
 
 
 
Loans and leases held for investment, net of unearned income
12,255,294

 
12,505,089

Allowance for loan and lease losses
(77,067
)
 
(82,102
)
Total loans and leases held for investment, net
12,178,227

 
12,422,987

Equipment under operating leases, net
44,863

 
50,040

Mortgage servicing rights (MSR), net
375,641

 
375,859

Deferred income taxes, net
164,053

 
170,877

Premises and equipment, net
65,746

 
66,806

Other assets
702,373

 
703,065

Total Assets
$
18,306,488

 
$
18,242,878

Liabilities
 
 
 
Deposits:
 
 
 
Noninterest-bearing
$
1,287,292

 
$
1,445,783

Interest-bearing
12,387,074

 
11,696,605

Total deposits
13,674,366

 
13,142,388

Other borrowings
2,707,331

 
3,173,021

Trust preferred securities
103,750

 
103,750

Accounts payable and accrued liabilities
316,599

 
372,543

Total Liabilities
16,802,046

 
16,791,702

Commitments and Contingencies (Note 13)
 
 
 
Shareholders’ Equity
 
 
 
Series A 6.75% Non-Cumulative Perpetual Preferred Stock, $0.01 par value (liquidation preference of $25,000 per share;10,000,000 shares authorized; 6,000 issued and outstanding at March 31, 2013 and December 31, 2012)
150,000

 
150,000

Common Stock, $0.01 par value (500,000,000 shares authorized; 122,066,260 and 120,987,955 issued and outstanding at March 31, 2013 and December 31, 2012, respectively)
1,221

 
1,210

Additional paid-in capital
823,696

 
811,085

Retained earnings
609,849

 
575,665

Accumulated other comprehensive income (loss) (AOCI)
(80,324
)
 
(86,784
)
Total Shareholders’ Equity
1,504,442

 
1,451,176

Total Liabilities and Shareholders’ Equity
$
18,306,488

 
$
18,242,878


See notes to unaudited condensed consolidated financial statements.

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EverBank Financial Corp and Subsidiaries
Condensed Consolidated Statements of Income (unaudited)
(Dollars in thousands, except per share data)

 
Three Months Ended March 31,
 
2013
 
2012
Interest Income
 
 
 
Interest and fees on loans and leases
$
173,786

 
$
124,778

Interest and dividends on investment securities
16,250

 
20,549

Other interest income
298

 
104

Total Interest Income
190,334

 
145,431

Interest Expense
 
 
 
Deposits
26,823

 
20,974

Other borrowings
19,695

 
8,834

Total Interest Expense
46,518

 
29,808

Net Interest Income
143,816

 
115,623

Provision for Loan and Lease Losses
1,919

 
11,355

Net Interest Income after Provision for Loan and Lease Losses
141,897

 
104,268

Noninterest Income
 
 
 
Loan servicing fee income
42,163

 
45,556

Amortization and impairment of mortgage servicing rights
(22,523
)
 
(44,483
)
Net loan servicing income
19,640

 
1,073

Gain on sale of loans
82,311

 
48,177

Loan production revenue
9,489

 
7,437

Deposit fee income
5,925

 
6,239

Other lease income
6,411

 
8,663

Other
9,533

 
1,604

Total Noninterest Income
133,309

 
73,193

Noninterest Expense
 
 
 
Salaries, commissions and other employee benefits expense
110,479

 
66,590

Equipment expense
19,852

 
15,948

Occupancy expense
7,384

 
5,349

General and administrative expense
74,101

 
70,934

Total Noninterest Expense
211,816

 
158,821

Income before Provision for Income Taxes
63,390

 
18,640

Provision for Income Taxes
24,244

 
6,794

Net Income
$
39,146

 
$
11,846

Less: Net Income Allocated to Preferred Stock
(2,531
)
 
(5,879
)
Net Income Allocated to Common Shareholders
$
36,615

 
$
5,967

Basic Earnings Per Common Share
$
0.30

 
$
0.08

Diluted Earnings Per Common Share
$
0.30

 
$
0.08

Dividends Declared Per Common Share
$
0.02

 
$

See notes to unaudited condensed consolidated financial statements.

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EverBank Financial Corp and Subsidiaries
Condensed Consolidated Statements of Comprehensive Income (unaudited)
(Dollars in thousands)

 
Three Months Ended March 31,
 
2013
 
2012
Net Income
$
39,146

 
$
11,846

Unrealized Gains on Debt Securities
 
 
 
Unrealized gains due to changes in fair value
704

 
21,286

Tax effect
(264
)
 
(8,029
)
Change in unrealized gains on debt securities
440

 
13,257

Interest Rate Swaps
 
 
 
Net unrealized gains due to changes in fair value
4,383

 
6,628

Reclassification of unrealized losses to interest expense
5,357

 
1,710

Tax effect
(3,720
)
 
(3,042
)
Change in interest rate swaps
6,020

 
5,296

Other Comprehensive Income
6,460

 
18,553

Comprehensive Income
$
45,606

 
$
30,399


See notes to unaudited condensed consolidated financial statements.

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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, 2013
$
150,000

 
$
1,210

 
$
811,085

 
$
575,665

 
$
(86,784
)
 
$
1,451,176

Net income

 

 

 
39,146

 

 
39,146

Other comprehensive income

 

 

 

 
6,460

 
6,460

Issuance of common stock

 
11

 
8,540

 

 

 
8,551

Share-based grants (including income tax benefits)

 

 
4,071

 

 

 
4,071

Cash dividends on common stock

 

 

 
(2,431
)
 

 
(2,431
)
Cash dividends on preferred stock

 

 

 
(2,531
)
 

 
(2,531
)
Balance, March 31, 2013
$
150,000

 
$
1,221

 
$
823,696

 
$
609,849

 
$
(80,324
)
 
$
1,504,442

 
 
 
 
 
 
 
 
 
 
 
 
Balance, January 1, 2012
$
3

 
$
751

 
$
561,247

 
$
513,413

 
$
(107,749
)
 
$
967,665

Net income

 

 

 
11,846

 

 
11,846

Other comprehensive loss

 

 

 

 
18,553

 
18,553

Conversion of preferred stock
(2
)
 
28

 
(26
)
 

 

 

Issuance of common stock

 
1

 
57

 

 

 
58

Repurchase of common stock

 

 
(360
)
 

 

 
(360
)
Share-based grants (including income tax benefits)

 

 
1,409

 

 

 
1,409

Cash dividends on preferred stock

 

 

 
(4,482
)
 

 
(4,482
)
Balance, March 31, 2012
$
1

 
$
780

 
$
562,327

 
$
520,777

 
$
(89,196
)
 
$
994,689


See notes to unaudited condensed consolidated financial statements.

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Table of Contents
EverBank Financial Corp and Subsidiaries
Condensed Consolidated Statements of Cash Flows (unaudited)
(Dollars in thousands)

 
Three Months Ended March 31,
 
2013
 
2012
Operating Activities:
 
 
 
Net income
$
39,146

 
$
11,846

Adjustments to reconcile net income to net cash provided by (used in) operating activities:
 
 
 
Amortization of premiums and deferred origination costs
10,385

 
2,582

Depreciation and amortization of tangible and intangible assets
9,901

 
8,804

Amortization of loss on settlement of interest rate swaps
5,357

 
1,710

Amortization and impairment of mortgage servicing rights
22,523

 
44,483

Deferred income taxes (benefit)
2,839

 
(2,654
)
Provision for loan and lease losses
1,919

 
11,355

Loss on other real estate owned (OREO)
1,923

 
2,731

Share-based compensation expense
1,779

 
1,282

Payments for settlement of forward interest rate swaps
(14,416
)
 
(3,552
)
Other operating activities
299

 
(2,632
)
Changes in operating assets and liabilities:
 
 
 
Loans held for sale, including proceeds from sales and repayments
(376,076
)
 
79,718

Other assets
95,214

 
51,567

Accounts payable and accrued liabilities
(44,338
)
 
(14,641
)
Net cash provided by (used in) operating activities
(243,545
)
 
192,599

Investing Activities:
 
 
 
Investment securities available for sale:
 
 
 
Purchases

 
(138,186
)
Proceeds from prepayments and maturities
122,874

 
123,477

Investment securities held to maturity:
 
 
 
Purchases
(8,900
)
 
(7,965
)
Proceeds from prepayments and maturities
27,365

 
6,705

Purchases of other investments
(40,175
)
 
(1,547
)
Proceeds from sales of other investments
54,277

 

Net change in loans and leases held for investment
98,476

 
(830,144
)
Purchases of premises and equipment, including equipment under operating leases
(3,852
)
 
(20,659
)
Proceeds related to sale or settlement of other real estate owned
5,540

 
9,024

Proceeds from insured foreclosure claims
59,817

 
28,037

Other investing activities
(2,154
)
 
(1,463
)
Net cash provided by (used in) investing activities
313,268

 
(832,721
)
Financing Activities:
 
 
 
Net increase in nonmaturity deposits
524,999

 
190,742

Net increase in time deposits
11,827

 
95,036

Net change in repurchase agreements
(142,322
)
 

Net change in short-term Federal Home Loan Bank (FHLB) advances
(400,000
)
 
35,000

Proceeds from long-term FHLB advances
150,000

 
500,000

Repayments of long-term FHLB advances
(73,158
)
 
(86,200
)
Proceeds from issuance of common stock
8,551

 
58

Other financing activities
(138
)
 
(4,772
)
Net cash provided by financing activities
79,759

 
729,864

Net change in cash and cash equivalents
149,482

 
89,742

Cash and cash equivalents at beginning of period
443,914

 
294,981

Cash and cash equivalents at end of period
$
593,396

 
$
384,723


See Note 1 for disclosures related to supplemental noncash information.
See notes to unaudited condensed consolidated financial statements.

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EverBank Financial Corp and Subsidiaries
Notes to Condensed Consolidated Financial Statements
(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 two direct operating subsidiaries, EverBank (EB) and EverBank Funding, LLC (EBF). EB is a federally chartered thrift institution with its home office located in Jacksonville, Florida. Its direct banking services are offered nationwide. In addition, 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, commercial real estate loans and commercial loans and leases; (c) originates consumer and home equity loans; and (d) 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.;
EverBank Wealth Management, Inc. (EWM); and
Business Property Lending, Inc.
On January 31, 2012, as part of a tax-free reorganization, the assets, liabilities and business activities of EWM were transferred to EB.
On February 14, 2013, the Company formed EverBank Funding, LLC., a Delaware limited liability company, to facilitate the pooling and securitization of mortgage loans for issuance into the secondary market.
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 (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 in the business, management, fiscal year, assets, liabilities or location of the principal offices 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 (U.S. 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. The information included in this Quarterly Report on Form 10-Q should be read in conjunction with the audited consolidated financial statements and accompanying notes to the financial statements included in the Company's Annual Report on Form 10-K for the fiscal year ended December 31, 2012. Operating results for the interim periods disclosed herein are not necessarily indicative of the results that may be expected for the year ending December 31, 2013.
The accompanying unaudited condensed consolidated financial statements include the accounts of the Company and its majority-owned subsidiaries. All intercompany balances and transactions have been eliminated in consolidation. The results of operations for acquired companies are included from their respective dates of acquisition. 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 condensed 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, contingent liabilities, and the fair values of investment securities, loans held for sale, MSR 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 those estimates.    
d) Supplemental Cash Flow Information - Noncash investing activities are presented in the following table:
 
Three Months Ended March 31,
 
2013
 
2012
Supplemental Schedules of Noncash Investing Activities:
 
 
 
Loans transferred to foreclosure claims from loans held for sale
103,918

 
68,591

Loans transferred from held for investment to held for sale
101,984

 
1,604

2.  Recent Accounting Pronouncements
Presentation of Comprehensive Income — In June 2011, the Financial Accounting Standards Board (FASB) issued Accounting Standard Update (ASU) 2011-05, Comprehensive Income (Topic 220)Presentation of Comprehensive Income, to require an entity to present

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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 ASU 2011-05, to allow time to redeliberate whether to present on the face of the financial statements the effects of reclassifications out of AOCI 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. In February 2013, the FASB issued ASU 2013-02, Comprehensive Income (Topic 220)—Reporting of Amounts Reclassified Out of Accumulated Other Comprehensive Income, to require an entity to disaggregate the total change of each component of other comprehensive income and separately present reclassification adjustments and current period other comprehensive income. ASU 2013-02 also requires that entities either (1) present in a single note or parenthetically on the face of the financial statements the effect of significant amounts reclassified from each component of AOCI based on its source and the income line item affected by the reclassification if items are reclassified out of AOCI in their entirety or (2) cross reference to other required, related disclosures for additional information if items are not reclassified out of AOCI in their entirety. ASU 2013-02 is effective prospectively for annual reporting periods beginning after December 15, 2012, and interim periods within those annual periods. The adoption of this standard resulted in the additional disclosure of the lines of income or expense impacted by reclassifications out of AOCI within the statement of comprehensive income but did not have any impact on the Company's condensed consolidated financial statements or results of operations.
Balance Sheet Offsetting—In December 2011, the FASB issued ASU 2011-11, Balance Sheet (Topic 210)—Disclosures about Offsetting Assets and Liabilities, which will enhance disclosures by requiring improved information about financial instruments and derivative instruments that are either (1) offset in accordance with either Section 210-20-45 or Section 815-10-45 or (2) subject to an enforceable master netting arrangement or similar agreement. The guidance will require that entities disclose the gross and net information about both instruments that are offset in the balance sheet or are subject to a master netting arrangement. In January 2013, the FASB issued ASU 2013-01, Balance Sheet (Topic 210)—Clarifying the Scope of Disclosures about Offsetting Assets and Liabilities, which limits the scope of the new balance sheet offsetting disclosures to only (1) derivatives, including bifurcated embedded derivatives; (2) repurchase agreements and reverse repurchase agreements; and (3) securities borrowing and securities lending transactions, to the extent they are offset in the financial statements or are subject to an enforceable master netting arrangement or similar agreement, irrespective of whether they are offset in the statement of financial position. The requirements set forth in both ASU 2011-11 and ASU 2013-01 are effective for annual reporting periods beginning on or after January 1, 2013, and interim periods within those annual periods with retrospective disclosure necessary for all comparative periods presented. The adoption of these standards resulted in additional disclosures as presented in Note 11 but did not have any impact on the Company's condensed consolidated financial statements or results of operations.

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3.  Investment Securities
The amortized cost and fair value of investment securities with gross unrealized gains and losses were as follows as of March 31, 2013 and December 31, 2012:
 
Amortized Cost
 
Gross Unrealized Gains
 
Gross Unrealized Losses
 
Fair Value
 
Carrying Amount
March 31, 2013
 
 
 
 
 
 
 
 
 
Available for sale:
 
 
 
 
 
 
 
 
 
Residential collateralized mortgage obligations (CMO) securities - agency
$
60

 
$
5

 
$

 
$
65

 
$
65

Residential CMO securities - nonagency
1,455,529

 
37,992

 
3,844

 
1,489,677

 
1,489,677

Residential mortgage-backed securities (MBS) - agency
211

 
15

 

 
226

 
226

Asset-backed securities (ABS)
7,901

 

 
896

 
7,005

 
7,005

Equity securities
77

 
228

 

 
305

 
305

Total available for sale securities
$
1,463,778

 
$
38,240

 
$
4,740

 
$
1,497,278

 
$
1,497,278

Held to maturity:
 
 
 
 
 
 
 
 
 
Residential CMO securities - agency
$
80,203

 
$
2,297

 
$

 
$
82,500

 
$
80,203

Residential MBS - agency
39,052

 
1,814

 
10

 
40,856

 
39,052

Corporate securities
4,987

 

 
2,035

 
2,952

 
4,987

Total held to maturity securities
$
124,242

 
$
4,111

 
$
2,045

 
$
126,308

 
$
124,242

December 31, 2012
 
 

 
 
 
 
 
 
Available for sale:
 
 
 
 
 
 
 
 
 
Residential CMO securities - agency
$
63

 
$
6

 
$

 
$
69

 
$
69

Residential CMO securities - nonagency
1,577,270

 
39,860

 
5,355

 
1,611,775

 
1,611,775

Residential MBS - agency
226

 
15

 

 
241

 
241

Asset-backed securities
9,461

 

 
1,935

 
7,526

 
7,526

Equity securities
77

 
190

 

 
267

 
267

Total available for sale securities
$
1,587,097

 
$
40,071

 
$
7,290

 
$
1,619,878

 
$
1,619,878

Held to maturity:
 
 
 
 
 
 
 
 
 
Residential CMO securities - agency
$
106,346

 
$
3,497

 
$

 
$
109,843

 
$
106,346

Residential MBS - agency
31,901

 
1,986

 

 
33,887

 
31,901

Corporate securities
4,987

 

 
2,008

 
2,979

 
4,987

Total held to maturity securities
$
143,234

 
$
5,483

 
$
2,008

 
$
146,709

 
$
143,234

At March 31, 2013 and December 31, 2012, investment securities with a carrying value of $209,762 and $421,209, 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.
There were no gross gains or gross losses realized on available for sale investments during the three months ended March 31, 2013 or 2012.

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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 March 31, 2013 and December 31, 2012 are as follows:
 
Less Than 12 Months
 
12 Months or Greater
 
Total
 
Fair Value
 
Unrealized Losses
 
Fair Value
 
Unrealized Losses
 
Fair Value
 
Unrealized Losses
March 31, 2013
 
 
 
 
 
 
 
 
 
 
 
Debt securities:
 
 
 
 
 
 
 
 
 
 
 
Residential CMO securities - nonagency
$
62,892

 
$
748

 
$
110,943

 
$
3,096

 
$
173,835

 
$
3,844

Residential MBS - agency
8,936

 
10

 

 

 
8,936

 
10

Asset-backed securities

 

 
7,005

 
896

 
7,005

 
896

Corporate securities

 

 
2,952

 
2,035

 
2,952

 
2,035

Total debt securities
$
71,828

 
$
758

 
$
120,900

 
$
6,027

 
$
192,728

 
$
6,785

December 31, 2012
 
 
 
 
 
 
 
 
 
 
 
Debt securities:
 
 
 
 
 
 
 
 
 
 
 
Residential CMO securities - nonagency
$
57,715

 
$
299

 
$
183,285

 
$
5,056

 
$
241,000

 
$
5,355

Asset-backed securities

 

 
7,526

 
1,935

 
7,526

 
1,935

Corporate securities

 

 
2,979

 
2,008

 
2,979

 
2,008

Total debt securities
$
57,715

 
$
299

 
$
193,790

 
$
8,999

 
$
251,505

 
$
9,298

The Company had unrealized losses at March 31, 2013 and December 31, 2012 on nonagency residential CMO securities, residential agency MBS, ABS and corporate securities. These unrealized losses are primarily attributable to weak market conditions. Based on the nature of the 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 March 31, 2013, the Company had 26 debt securities in an unrealized loss position. A total of five were in an unrealized loss position for less than 12 months. These five securities consisted of four nonagency residential CMO securities and one residential agency MBS. The remaining 21 debt securities were in an unrealized loss position for 12 months or longer. These 21 securities consisted of three ABS, one corporate security and 17 nonagency residential CMO securities. Of the $6,785 in unrealized losses, $3,854 relate to debt securities that are rated investment grade with the remainder representing securities for which the Company believes it has both the intent and ability to hold to recovery.
At December 31, 2012, the Company had 31 debt securities in an unrealized loss position. A total of three were in an unrealized loss position for less than 12 months, all of which were residential CMO securities. The remaining 28 debt securities were in an unrealized loss position for 12 months or longer. These 28 securities consisted of three ABS, one corporate security and 24 nonagency residential CMO securities. Of the $9,298 in unrealized losses, $5,355 relate to debt securities that are rated investment grade with the remainder representing securities for which the Company believes it has both the intent and ability to hold to recovery.
When certain triggers indicate the likelihood of an other-than-temporary-impairment (OTTI) or the qualitative evaluation performed cannot support the expectation of recovering the entire amortized cost basis of an investment, 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. There were no OTTI losses recognized on available for sale or held to maturity securities during the three months ended March 31, 2013 or 2012.
During the three months ended March 31, 2013 and 2012, interest and dividend income on investment securities was comprised of the following:
 
Three Months Ended March 31,
 
2013
 
2012
Interest income on available for sale securities
$
14,865

 
$
18,871

Interest income on held to maturity securities
624

 
1,400

Other interest and dividend income
761

 
278

 
$
16,250

 
$
20,549

All investment interest income recognized by the Company during the three months ended March 31, 2013 and 2012 was fully taxable.

11


4.  Loans Held for Sale
Loans held for sale as of March 31, 2013 and December 31, 2012, consist of the following:
 
March 31,
2013
 
December 31,
2012
Mortgage warehouse (carried at fair value)
$
1,350,289


$
1,452,236

Government insured pool buyouts
91,691


96,635

Other
974,619


539,175

Total loans held for sale
$
2,416,599


$
2,088,046

The Company typically transfers residential mortgage loans originated or acquired to various financial institutions, government agencies, and GSEs. In addition, the Company enters into loan securitization transactions related to certain conforming residential mortgage loans. In connection with these transactions, loans are converted into mortgage-backed securities issued primarily by the Federal Home Loan Mortgage Corporation (FHLMC or Freddie Mac), the Federal National Mortgage Association (FNMA or Fannie Mae) and the Government National Mortgage Association (GNMA or Ginnie Mae), and are subsequently sold to third party investors. Typically, the Company accounts for these transfers as sales and either retains or releases the right to service the loans. The servicing arrangement represents the Company's continuing involvement with these transferred loans.
In addition, the Company also may be exposed to limited liability related to recourse agreements and repurchase agreements made to our issuers and purchasers. This liability includes amounts related to loans sold that we may be required to repurchase, or otherwise indemnify or reimburse the investor or insurer for losses incurred, due to a material breach of contractual representations and warranties. Refer to Note 13 for the maximum exposure to loss for material breaches of contractual representations and warranties.
The following is a summary of cash flows related to transfers accounted for as sales for three months ended March 31, 2013 and 2012:
 
Three Months Ended March 31,
 
2013
 
2012
Proceeds received from agency securitizations
$
2,404,610

 
$
1,920,970

Proceeds received from nonagency sales
341,882

 
12,794

 
 
 
 
Servicing fees collected
26,213

 
23,956

 
 
 
 
Repurchased loans from agency securitizations
1,092

 
1,471

Repurchased loans from nonagency sales
5,277

 
5,168

The Company periodically transfers conforming residential mortgages to GNMA in exchange for mortgage-backed securities.  As of March 31, 2013 and December 31, 2012, the Company retained $92,946 and $99,121, respectively, of these securities backed by the transferred loans and maintained effective control over these pools of transferred assets. Accordingly, the Company did not record these transfers as sales. These transferred assets were recorded in the condensed consolidated balance sheets as loans held for sale. The remaining securities were sold to unrelated third parties and were recorded as sales.
The gains and losses on transfers which qualify as sales are recorded in the condensed consolidated statements of income in gain on sale of loans, which includes the gain or loss on sale, change in fair value related to fair value option loans, rate lock commitments, and the offsetting hedging positions.
In connection with these transfers, the Company recorded servicing assets in the amount of $23,501, and $18,529 for the three months ended March 31, 2013 and 2012, respectively. All servicing assets are initially recorded at fair value using a Level 3 measurement technique. Refer to Note 7 for information relating to servicing activities and MSR.
During the three months ended March 31, 2013, the Company transferred $24,440 in residential mortgage loans from loans held for sale to loans held for investment at lower of cost or market. A majority of these loans were originated preferred jumbo residential mortgages which were intended to be sold to an unrelated third party. The loans did not meet eligibility requirements for sale in accordance with the executed contract. After evaluation of the specific loans, the Company determined it has positive intent to hold these loans for the foreseeable future and thus transferred these loans to the held for investment portfolio. During the three months ended March 31, 2012, the Company transferred $14,946 in commercial real estate loans held for sale to loans held for investment at lower of cost or market as the Company has the intent to hold these loans for the foreseeable future.
During the three months ended March 31, 2013, the Company transferred $101,984 of loans held for investment to held for sale at lower of cost or market. The majority of these loans were government insured pool buyouts initially originated for the held for investment portfolio. These loans were transferred to held for sale based upon a change in intent to no longer hold these loans for the foreseeable future.

12

Table of Contents


5.  Loans and Leases Held for Investment, Net
Loans and leases held for investment as of March 31, 2013 and December 31, 2012 are comprised of the following:
 
March 31, 2013
 
December 31, 2012
Residential mortgages
$
6,279,655

 
$
6,708,748

Commercial and commercial real estate
4,883,330

 
4,771,768

Lease financing receivables
911,371

 
836,935

Home equity lines
173,704

 
179,600

Consumer and credit card
7,234

 
8,038

Total loans and leases held for investment, net of discounts
12,255,294

 
12,505,089

Allowance for loan and lease losses
(77,067
)
 
(82,102
)
Total loans and leases held for investment, net
$
12,178,227

 
$
12,422,987

As of March 31, 2013 and December 31, 2012, the carrying values presented above include net purchased loan and lease discounts and net deferred loan and lease origination costs as follows:
 
March 31, 2013
 
December 31, 2012
Net purchased loan and lease discounts
$
146,666

 
$
164,132

Net deferred loan and lease origination costs
25,889

 
25,275

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 three months ended March 31, 2013 are as follows:
 
March 31, 2013
Contractual payments receivable for acquired loans and leases at acquisition
$
78,496

Expected cash flows for acquired loans and leases at acquisition
45,914

Basis in acquired loans and leases at acquisition
41,944

Information pertaining to the ACI portfolio as of March 31, 2013 and December 31, 2012 is as follows:
 
Bank of Florida  
 
Other Acquired Loans
 
Total
March 31, 2013
 
 
 
 
 
Carrying value, net of allowance
$
428,863

 
$
861,548

 
$
1,290,411

Outstanding unpaid principal balance (UPB)
477,799

 
893,435

 
1,371,234

Allowance for loan and lease losses, beginning of period
16,789

 
5,175

 
21,964

Allowance for loan and lease losses, end of period
18,322

 
5,212

 
23,534

 
Bank of Florida  
 
Other Acquired Loans
 
Total
December 31, 2012
 
 
 
 
 
Carrying value, net of allowance
$
472,374

 
$
876,351

 
$
1,348,725

Outstanding unpaid principal balance
520,873

 
913,020

 
1,433,893

Allowance for loan and lease losses, beginning of year
11,638

 
4,351

 
15,989

Allowance for loan and lease losses, end of year
16,789

 
5,175

 
21,964

The Company recorded $1,570 and $3,640 in provision for loan and lease losses for the ACI portfolio for the three months ended March 31, 2013 and 2012, respectively. The increase in provision is the result of a decrease in expected cash flows on ACI loans.

13

Table of Contents


The following is a summary of the accretable yield activity for the ACI loans during the three months ended March 31, 2013 and 2012:
 
Bank of Florida  
 
Other Acquired Loans
 
Total
March 31, 2013
 
 
 
 
 
Balance, beginning of period
$
99,201

 
$
121,207

 
$
220,408

Additions

 
3,970

 
3,970

Accretion
(7,157
)
 
(12,829
)
 
(19,986
)
Reclassifications to accretable yield
2,500

 
10,085

 
12,585

Balance, end of period
$
94,544

 
$
122,433

 
$
216,977

March 31, 2012
 
 
 
 
 
Balance, beginning of period
$
141,750

 
$
65,973

 
$
207,723

Accretion
(9,679
)
 
(6,308
)
 
(15,987
)
Reclassifications (from) to accretable yield
(11,923
)
 
8,463

 
(3,460
)
Balance, end of period
$
120,148

 
$
68,128

 
$
188,276

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 Federal Deposit Insurance Corporation (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. As of March 31, 2013 and December 31, 2012, the Company does not expect to receive cash payments under these indemnification agreements due to the performance of the underlying loans.
The following is a summary of the recorded investment of major categories of covered loans and leases outstanding as of March 31, 2013 and December 31, 2012:
 
Bank of Florida
 
Tygris
 
Total
March 31, 2013
 
 
 
 
 
Residential mortgages
$
53,426

 
$

 
$
53,426

Commercial and commercial real estate
400,958

 

 
400,958

Lease financing receivables

 
59,732

 
59,732

Home equity lines
17,266

 

 
17,266

Consumer and credit card
1,196

 

 
1,196

Total recorded investment of covered loans and leases
$
472,846

 
$
59,732

 
$
532,578

December 31, 2012
 
 
 
 
 
Residential mortgages
$
56,390

 
$

 
$
56,390

Commercial and commercial real estate
441,998

 

 
441,998

Lease financing receivables

 
75,201

 
75,201

Home equity lines
17,992

 

 
17,992

Consumer and credit card
1,378

 

 
1,378

Total recorded investment of covered loans and leases
$
517,758

 
$
75,201

 
$
592,959


14

Table of Contents


6.  Allowance for Loan and Lease Losses
Changes in the allowance for loan and lease losses for the three months ended March 31, 2013 and 2012 are as follows:
Three Months Ended March 31, 2013
Residential Mortgages
 
Commercial
and Commercial Real Estate
 
Lease Financing Receivables    
 
Home Equity Lines
 
Consumer and Credit Card
 
Total    
Balance, beginning of period
$
33,631

 
$
39,863

 
$
3,181

 
$
5,265

 
$
162

 
$
82,102

Provision for loan and lease losses
1,512

 
(324
)
 
1,038

 
(323
)
 
16

 
1,919

Charge-offs
(5,069
)
 
(1,447
)
 
(708
)
 
(489
)
 
(20
)
 
(7,733
)
Recoveries
111

 
443

 
79

 
129

 
17

 
779

Balance, end of period
$
30,185

 
$
38,535

 
$
3,590

 
$
4,582

 
$
175

 
$
77,067

Three Months Ended March 31, 2012
 
 
 
 
 
 
 
 
 
 
 
Balance, beginning of period
$
43,454

 
$
28,209

 
$
3,766

 
$
2,186

 
$
150

 
$
77,765

Provision for loan and lease losses
3,836

 
5,308

 
723

 
1,493

 
(5
)
 
11,355

Charge-offs
(6,694
)
 
(2,294
)
 
(1,181
)
 
(1,108
)
 
(11
)
 
(11,288
)
Recoveries
143

 
168

 
36

 
61

 
14

 
422

Balance, end of period
$
40,739

 
$
31,391

 
$
3,344

 
$
2,632

 
$
148

 
$
78,254

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 March 31, 2013 and December 31, 2012:
March 31, 2013
Individually Evaluated for Impairment
 
Collectively Evaluated for Impairment
 
ACI Loans
 
Total
Allowance for Loan and Lease Losses
 
 
 
 
 
 
 
Residential mortgages
$
13,236

 
$
11,737

 
$
5,212

 
$
30,185

Commercial and commercial real estate
3,315

 
16,898

 
18,322

 
38,535

Lease financing receivables

 
3,590

 

 
3,590

Home equity lines

 
4,582

 

 
4,582

Consumer and credit card

 
175

 

 
175

Total allowance for loan and lease losses
$
16,551

 
$
36,982

 
$
23,534

 
$
77,067

Loans and Leases Held for Investment at Recorded Investment
 
 
 
 
 
 
 
Residential mortgages
$
95,793

 
$
5,329,231

 
$
854,631

 
$
6,279,655

Commercial and commercial real estate
80,320

 
4,343,696

 
459,314

 
4,883,330

Lease financing receivables

 
911,371

 

 
911,371

Home equity lines

 
173,704

 

 
173,704

Consumer and credit card

 
7,234

 

 
7,234

Total loans and leases held for investment
$
176,113

 
$
10,765,236

 
$
1,313,945

 
$
12,255,294

 
 
 
 
 
 
 
 
December 31, 2012
Individually Evaluated for Impairment
 
Collectively Evaluated for Impairment
 
ACI Loans
 
Total
Allowance for Loan and Lease Losses
 
 
 
 
 
 
 
Residential mortgages
$
12,568

 
$
15,888

 
$
5,175

 
$
33,631

Commercial and commercial real estate
5,569

 
17,505

 
16,789

 
39,863

Lease financing receivables

 
3,181

 

 
3,181

Home equity lines

 
5,265

 

 
5,265

Consumer and credit card

 
162

 

 
162

Total allowance for loan and lease losses
$
18,137

 
$
42,001

 
$
21,964

 
$
82,102

Loans and Leases Held for Investment at Recorded Investment
 
 
 
 
 
 
 
Residential mortgages
$
95,274

 
$
5,747,862

 
$
865,612

 
$
6,708,748

Commercial and commercial real estate
92,262

 
4,174,429

 
505,077

 
4,771,768

Lease financing receivables

 
836,935

 

 
836,935

Home equity lines

 
179,600

 

 
179,600

Consumer and credit card

 
8,038

 

 
8,038

Total loans and leases held for investment
$
187,536

 
$
10,946,864

 
$
1,370,689

 
$
12,505,089


15

Table of Contents


The Company uses a risk grading matrix to monitor credit quality for commercial and commercial real estate loans. Risk grades are continuously monitored and updated quarterly by credit administration personnel based on current information and events. The Company monitors the quarterly credit quality of all other loan types based on performing status.
The following tables present the recorded investment for loans and leases by credit quality indicator as of March 31, 2013 and December 31, 2012:
 
 
 
Non-performing    
 
 
 
 
 
Performing
 
Accrual
 
Nonaccrual
 
Total
 
 
March 31, 2013
 
 
 
 
 
 
 
 
 
Residential mortgages:
 
 
 
 
 
 
 
 
 
Residential
$
3,613,142

 
$

 
$
64,099

 
$
3,677,241

 
 
Government insured pool buyouts (1)
1,598,116

 
1,004,298

 

 
2,602,414

 
 
Lease financing receivables
908,580

 

 
2,791

 
911,371

 
 
Home equity lines
169,191

 

 
4,513

 
173,704

 
 
Consumer and credit card
6,869

 

 
365

 
7,234

 
 
Total
$
6,295,898

 
$
1,004,298

 
$
71,768

 
$
7,371,964

 
 
 
 
 
 
 
 
 
 
 
 
 
Pass
 
Special Mention
 
Substandard
 
Doubtful
 
Total
March 31, 2013
 
 
 
 
 
 
 
 
 
Commercial and commercial real estate:
 
 
 
 
 
 
 
 
 
Commercial
$
1,557,200

 
$
553

 
$
7,412

 
$
4,081

 
$
1,569,246

Commercial real estate
2,990,295

 
73,154

 
250,635

 

 
3,314,084

Total commercial and commercial real estate
$
4,547,495

 
$
73,707

 
$
258,047

 
$
4,081

 
$
4,883,330

 
 
 
 
 
 
 
 
 
 
 
 
 
Non-performing
 
 
 
 
 
Performing
 
Accrual
 
Nonaccrual
 
Total
 
 
December 31, 2012
 
 
 
 
 
 
 
 
 
Residential mortgages:
 
 
 
 
 
 
 
 
 
Residential
$
3,880,360

 
$

 
$
68,924

 
$
3,949,284

 
 
Government insured pool buyouts (1)
1,590,732

 
1,168,732

 

 
2,759,464

 
 
Lease financing receivables
834,925

 

 
2,010

 
836,935

 
 
Home equity lines
175,354

 

 
4,246

 
179,600

 
 
Consumer and credit card
7,699

 

 
339

 
8,038

 
 
Total
$
6,489,070

 
$
1,168,732

 
$
75,519

 
$
7,733,321

 
 
 
 
Pass
 
Special Mention
 
Substandard
 
Doubtful
 
Total
December 31, 2012
 
 
 
 
 
 
 
 
 
Commercial and commercial real estate:
 
 
 
 
 
 
 
 
 
Commercial
$
1,368,054

 
$
565

 
$
8,416

 
$
4,405

 
$
1,381,440

Commercial real estate
3,027,554

 
79,779

 
282,995

 

 
3,390,328

Total commercial and commercial real estate
$
4,395,608

 
$
80,344

 
$
291,411

 
$
4,405

 
$
4,771,768

(1)
Non-performing government insured pool buyouts represent loans that are 90 days or greater past due but remain on accrual status as the interest earned is insured and thus collectible from the insuring governmental agency.







16

Table of Contents


The following tables present an aging analysis of the recorded investment for loans and leases by class as of March 31, 2013 and December 31, 2012:
 
30-59 Days Past Due
 
60-89 Days Past Due
 
90 Days and Greater Past Due
 
Total Past Due
 
Current
 
Total Loans Held for Investment Excluding ACI
March 31, 2013
 
 
 
 
 
 
 
 
 
 
 
Residential mortgages:
 
 
 
 
 
 
 
 
 
 
 
Residential
$
11,685

 
$
5,642

 
$
64,099

 
$
81,426

 
$
3,497,853

 
$
3,579,279

Government insured pool buyouts (1)
96,570

 
58,057

 
1,004,298

 
1,158,925

 
686,820

 
1,845,745

Commercial and commercial real estate:
 
 
 
 
 
 
 
 
 
 
 
Commercial
249

 
5

 
3,060

 
3,314

 
1,550,185

 
1,553,499

Commercial real estate

 
1,723

 
17,189

 
18,912

 
2,851,605

 
2,870,517

Lease financing receivables
3,710

 
1,350

 
873

 
5,933

 
905,438

 
911,371

Home equity lines
1,040

 
877

 
5,007

 
6,924

 
166,780

 
173,704

Consumer and credit card
40

 
17

 
95

 
152

 
7,082

 
7,234

Total loans and leases held for investment
$
113,294

 
$
67,671

 
$
1,094,621

 
$
1,275,586

 
$
9,665,763

 
$
10,941,349

 
 
 
 
 
 
 
 
 
 
 
 
December 31, 2012
 
 
 
 
 
 
 
 
 
 
 
Residential mortgages:
 
 
 
 
 
 
 
 
 
 
 
Residential
$
12,648

 
$
4,844

 
$
68,924

 
$
86,416

 
$
3,759,325

 
$
3,845,741

Government insured pool buyouts (1)
132,479

 
70,915

 
1,168,732

 
1,372,126

 
625,269

 
1,997,395

Commercial and commercial real estate:
 
 
 
 
 
 
 
 
 
 
 
Commercial
242

 
271

 
4,985

 
5,498

 
1,358,107

 
1,363,605

Commercial real estate

 

 
71,149

 
71,149

 
2,831,937

 
2,903,086

Lease financing receivables
4,250

 
2,039

 
571

 
6,860

 
830,075

 
836,935

Home equity lines
1,221

 
1,108

 
4,246

 
6,575

 
173,025

 
179,600

Consumer and credit card
57

 
30

 
339

 
426

 
7,612

 
8,038

Total loans and leases held for investment
$
150,897

 
$
79,207

 
$
1,318,946

 
$
1,549,050

 
$
9,585,350

 
$
11,134,400

(1)
Government insured pool buyouts remain on accrual status after 90 days as the interest earned is collectible from the insuring governmental agency.
Impaired Loans — Impaired loans include loans identified as troubled loans as a result of a borrower’s financial difficulties and other loans on which the accrual of interest income is suspended. The Company continues to collect payments on certain impaired loan balances on which accrual is suspended.
The following tables present the unpaid principal balance, the recorded investment and the related allowance for impaired loans as of March 31, 2013 and December 31, 2012:
 
March 31, 2013
 
December 31, 2012
 
Unpaid Principal Balance
 
Recorded Investment (1)
 
Related Allowance
 
Unpaid Principal Balance
 
Recorded Investment (1)
 
Related Allowance
With an allowance recorded:
 
 
 
 
 
 
 
 
 
 
 
Residential mortgages:
 
 
 
 
 
 
 
 
 
 
 
Residential
$
81,347

 
$
76,781

 
$
13,236

 
$
77,501

 
$
75,111

 
$
12,568

Commercial and commercial real estate:
 
 
 
 
 
 
 
 
 
 
 
Commercial
12,594

 
2,853

 
503

 
12,356

 
2,615

 
371

Commercial real estate
19,924

 
18,098

 
2,812

 
56,997

 
33,967

 
5,198

Total impaired loans with an allowance recorded
$
113,865

 
$
97,732

 
$
16,551

 
$
146,854

 
$
111,693

 
$
18,137

 
 
 
 
 
 
 
 
 
 
 
 
Without a related allowance recorded:
 
 
 
 
 
 
 
 
 
 
 
Residential mortgages:
 
 
 
 
 
 
 
 
 
 
 
Residential
$
24,494

 
$
19,012

 
$

 
$
25,602

 
$
20,163

 
$

Commercial and commercial real estate:
 
 
 
 
 
 
 
 
 
 
 
Commercial
3,402