EVER-6.30.15-10Q
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
(Mark One)
|
| | |
| Q | Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 for the quarterly period ended June 30, 2015. |
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 Q 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 Q 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 Q | | Accelerated filer o |
| Non-accelerated filer o (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 Q
As of July 27, 2015, there were 124,619,023 shares of common stock outstanding.
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. | | |
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)
|
| | | | | | | |
| June 30, 2015 | | December 31, 2014 |
Assets | | | |
Cash and due from banks | $ | 59,976 |
| | $ | 49,436 |
|
Interest-bearing deposits in banks | 498,184 |
| | 317,228 |
|
Total cash and cash equivalents | 558,160 |
| | 366,664 |
|
Investment securities: | | | |
Available for sale, at fair value | 656,587 |
| | 776,311 |
|
Held to maturity (fair value of $111,721 and $118,230 as of June 30, 2015 and December 31, 2014, respectively) | 109,393 |
| | 115,084 |
|
Other investments | 239,089 |
| | 196,609 |
|
Total investment securities | 1,005,069 |
| | 1,088,004 |
|
Loans held for sale (includes $1,315,966 and $728,378 carried at fair value as of June 30, 2015 and December 31, 2014, respectively) | 1,330,779 |
| | 973,507 |
|
Loans and leases held for investment: | | | |
Loans and leases held for investment, net of unearned income | 19,913,895 |
| | 17,760,253 |
|
Allowance for loan and lease losses | (66,091 | ) | | (60,846 | ) |
Total loans and leases held for investment, net | 19,847,804 |
| | 17,699,407 |
|
Mortgage servicing rights (MSR), net | 362,803 |
| | 435,619 |
|
Premises and equipment, net | 52,176 |
| | 56,457 |
|
Other assets | 963,700 |
| | 998,130 |
|
Total Assets | $ | 24,120,491 |
| | $ | 21,617,788 |
|
Liabilities | | | |
Deposits: | | | |
Noninterest-bearing | $ | 1,152,917 |
| | $ | 984,703 |
|
Interest-bearing | 15,330,610 |
| | 14,523,994 |
|
Total deposits | 16,483,527 |
| | 15,508,697 |
|
Other borrowings | 5,247,000 |
| | 4,004,000 |
|
Trust preferred securities and subordinated notes payable | 276,452 |
| | 103,750 |
|
Accounts payable and accrued liabilities | 293,691 |
| | 253,747 |
|
Total Liabilities | 22,300,670 |
| | 19,870,194 |
|
Commitments and Contingencies (Note 14) |
|
| |
|
|
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 June 30, 2015 and December 31, 2014) | 150,000 |
| | 150,000 |
|
Common Stock, $0.01 par value (500,000,000 shares authorized; 124,611,940 and 123,679,049 issued and outstanding at June 30, 2015 and December 31, 2014, respectively) | 1,246 |
| | 1,237 |
|
Additional paid-in capital | 865,632 |
| | 851,158 |
|
Retained earnings | 851,602 |
| | 810,796 |
|
Accumulated other comprehensive income (loss) (AOCI) | (48,659 | ) | | (65,597 | ) |
Total Shareholders’ Equity | 1,819,821 |
| | 1,747,594 |
|
Total Liabilities and Shareholders’ Equity | $ | 24,120,491 |
| | $ | 21,617,788 |
|
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 June 30, | | Six Months Ended June 30, |
| 2015 | | 2014 | | 2015 | | 2014 |
Interest Income | | | | | | | |
Interest and fees on loans and leases | $ | 210,347 |
| | $ | 170,325 |
| | $ | 405,196 |
| | $ | 328,795 |
|
Interest and dividends on investment securities | 7,447 |
| | 9,818 |
| | 15,469 |
| | 19,649 |
|
Other interest income | 159 |
| | 110 |
| | 319 |
| | 272 |
|
Total Interest Income | 217,953 |
| | 180,253 |
| | 420,984 |
| | 348,716 |
|
Interest Expense | | | | | | | |
Deposits | 30,219 |
| | 23,442 |
| | 59,983 |
| | 46,049 |
|
Other borrowings | 18,709 |
| | 16,620 |
| | 36,538 |
| | 31,632 |
|
Total Interest Expense | 48,928 |
| | 40,062 |
| | 96,521 |
| | 77,681 |
|
Net Interest Income | 169,025 |
| | 140,191 |
| | 324,463 |
| | 271,035 |
|
Provision for Loan and Lease Losses | 7,932 |
| | 6,123 |
| | 16,932 |
| | 9,194 |
|
Net Interest Income after Provision for Loan and Lease Losses | 161,093 |
| | 134,068 |
| | 307,531 |
| | 261,841 |
|
Noninterest Income | | | | | | | |
Loan servicing fee income | 29,569 |
| | 40,417 |
| | 63,701 |
| | 87,034 |
|
Amortization of mortgage servicing rights | (19,006 | ) | | (19,026 | ) | | (39,305 | ) | | (39,598 | ) |
Recovery (impairment) of mortgage servicing rights | 15,727 |
| | — |
| | (27,625 | ) | | 4,941 |
|
Net loan servicing income (loss) | 26,290 |
| | 21,391 |
| | (3,229 | ) | | 52,377 |
|
Gain on sale of loans | 40,588 |
| | 47,703 |
| | 83,211 |
| | 81,554 |
|
Loan production revenue | 6,195 |
| | 5,347 |
| | 11,582 |
| | 9,926 |
|
Deposit fee income | 3,052 |
| | 4,533 |
| | 7,102 |
| | 7,868 |
|
Other lease income | 2,082 |
| | 3,806 |
| | 6,162 |
| | 8,711 |
|
Other | 5,607 |
| | 6,488 |
| | 11,507 |
| | 13,416 |
|
Total Noninterest Income | 83,814 |
| | 89,268 |
| | 116,335 |
| | 173,852 |
|
Noninterest Expense | | | | | | | |
Salaries, commissions and other employee benefits expense | 95,769 |
| | 95,259 |
| | 187,755 |
| | 192,953 |
|
Equipment expense | 15,258 |
| | 17,345 |
| | 31,303 |
| | 35,993 |
|
Occupancy expense | 7,156 |
| | 7,885 |
| | 13,012 |
| | 15,957 |
|
General and administrative expense | 59,785 |
| | 46,831 |
| | 101,940 |
| | 83,629 |
|
Total Noninterest Expense | 177,968 |
| | 167,320 |
| | 334,010 |
| | 328,532 |
|
Income before Provision for Income Taxes | 66,939 |
| | 56,016 |
| | 89,856 |
| | 107,161 |
|
Provision for Income Taxes | 25,372 |
| | 21,234 |
| | 34,059 |
| | 40,619 |
|
Net Income | $ | 41,567 |
| | $ | 34,782 |
| | $ | 55,797 |
| | $ | 66,542 |
|
Less: Net Income Allocated to Preferred Stock | (2,531 | ) | | (2,531 | ) | | (5,062 | ) | | (5,062 | ) |
Net Income Allocated to Common Shareholders | $ | 39,036 |
| | $ | 32,251 |
| | $ | 50,735 |
| | $ | 61,480 |
|
Basic Earnings Per Common Share | $ | 0.31 |
| | $ | 0.26 |
| | $ | 0.41 |
| | $ | 0.50 |
|
Diluted Earnings Per Common Share | $ | 0.31 |
| | $ | 0.26 |
| | $ | 0.40 |
| | $ | 0.49 |
|
Dividends Declared Per Common Share | $ | 0.04 |
| | $ | 0.03 |
| | $ | 0.08 |
| | $ | 0.06 |
|
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 June 30, | | Six Months Ended June 30, |
| 2015 | | 2014 | | 2015 | | 2014 |
Net Income | $ | 41,567 |
| | $ | 34,782 |
| | $ | 55,797 |
| | $ | 66,542 |
|
Unrealized Gains (Losses) on Debt Securities | | | | | | | |
Reclassification of unrealized gains to noninterest income | (69 | ) | | (1,250 | ) | | (69 | ) | | (1,250 | ) |
Unrealized gains (losses) due to changes in fair value | (2,690 | ) | | (2,508 | ) | | (2,095 | ) | | (2,598 | ) |
Other-than-temporary impairment (OTTI) (noncredit portion), net of accretion | — |
| | 685 |
| | — |
| | 685 |
|
Tax effect | 1,049 |
| | 1,169 |
| | 823 |
| | 1,203 |
|
Change in unrealized gains (losses) on debt securities | (1,710 | ) | | (1,904 | ) | | (1,341 | ) | | (1,960 | ) |
Interest Rate Swaps | | | | | | | |
Net unrealized gains (losses) due to changes in fair value | 32,987 |
| | (1,851 | ) | | 20,843 |
| | (7,475 | ) |
Reclassification of net unrealized losses to interest expense | 4,023 |
| | 4,456 |
| | 8,643 |
| | 8,506 |
|
Tax effect | (14,066 | ) | | (990 | ) | | (11,207 | ) | | (392 | ) |
Change in interest rate swaps | 22,944 |
| | 1,615 |
| | 18,279 |
| | 639 |
|
Other Comprehensive Income (Loss) | 21,234 |
| | (289 | ) | | 16,938 |
| | (1,321 | ) |
Comprehensive Income (Loss) | $ | 62,801 |
| | $ | 34,493 |
| | $ | 72,735 |
| | $ | 65,221 |
|
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, 2015 | $ | 150,000 |
| | $ | 1,237 |
| | $ | 851,158 |
| | $ | 810,796 |
| | $ | (65,597 | ) | | $ | 1,747,594 |
|
Net income | — |
| | — |
| | — |
| | 55,797 |
| | — |
| | 55,797 |
|
Other comprehensive income (loss) | — |
| | — |
| | — |
| | — |
| | 16,938 |
| | 16,938 |
|
Issuance of common stock | — |
| | 9 |
| | 9,186 |
| | — |
| | — |
| | 9,195 |
|
Share-based grants (including income tax benefits) | — |
| | — |
| | 5,288 |
| | — |
| | — |
| | 5,288 |
|
Cash dividends on common stock | — |
| | — |
| | — |
| | (9,929 | ) | | — |
| | (9,929 | ) |
Cash dividends on preferred stock | — |
| | — |
| | — |
| | (5,062 | ) | | — |
| | (5,062 | ) |
Balance, June 30, 2015 | $ | 150,000 |
| | $ | 1,246 |
| | $ | 865,632 |
| | $ | 851,602 |
| | $ | (48,659 | ) | | $ | 1,819,821 |
|
| | | | | | | | | | | |
Balance, January 1, 2014 | $ | 150,000 |
| | $ | 1,226 |
| | $ | 832,351 |
| | $ | 690,051 |
| | $ | (52,615 | ) | | $ | 1,621,013 |
|
Net income | — |
| | — |
| | — |
| | 66,542 |
| | — |
| | 66,542 |
|
Other comprehensive income (loss) | — |
| | — |
| | — |
| | — |
| | (1,321 | ) | | (1,321 | ) |
Issuance of common stock | — |
| | 3 |
| | 1,263 |
| | — |
| | — |
| | 1,266 |
|
Share-based grants (including income tax benefits) | — |
| | — |
| | 4,377 |
| | — |
| | — |
| | 4,377 |
|
Cash dividends on common stock | — |
| | — |
| | — |
| | (7,367 | ) | | — |
| | (7,367 | ) |
Cash dividends on preferred stock | — |
| | — |
| | — |
| | (5,062 | ) | | — |
| | (5,062 | ) |
Balance, June 30, 2014 | $ | 150,000 |
| | $ | 1,229 |
| | $ | 837,991 |
| | $ | 744,164 |
| | $ | (53,936 | ) | | $ | 1,679,448 |
|
See notes to unaudited condensed consolidated financial statements.
EverBank Financial Corp and Subsidiaries
Condensed Consolidated Statements of Cash Flows (unaudited)
(Dollars in thousands)
|
| | | | | | | |
| Six Months Ended June 30, |
| 2015 | | 2014 |
Operating Activities: | | | |
Net income | $ | 55,797 |
| | $ | 66,542 |
|
Adjustments to reconcile net income to net cash provided by (used in) operating activities: | | | |
Amortization of premiums and deferred origination costs | 26,268 |
| | 17,235 |
|
Depreciation and amortization of tangible and intangible assets | 13,483 |
| | 16,736 |
|
Reclassification of net loss on settlement of interest rate swaps | 8,643 |
| | 8,506 |
|
Amortization and impairment of mortgage servicing rights, net of recoveries | 66,930 |
| | 34,657 |
|
Deferred income taxes (benefit) | (346 | ) | | (2,180 | ) |
Provision for loan and lease losses | 16,932 |
| | 9,194 |
|
Loss on other real estate owned (OREO) | 1,342 |
| | 1,164 |
|
Share-based compensation expense | 3,881 |
| | 3,444 |
|
Payments for settlement of forward interest rate swaps | — |
| | (32,445 | ) |
Other operating activities | 1,689 |
| | (3,263 | ) |
Changes in operating assets and liabilities: | | | |
Loans held for sale, including proceeds from sales and repayments | (535,066 | ) | | (129,886 | ) |
Other assets | 120,744 |
| | 150,866 |
|
Accounts payable and accrued liabilities | 29,858 |
| | 78,841 |
|
Net cash provided by (used in) operating activities | (189,845 | ) | | 219,411 |
|
Investing Activities: | | | |
Investment securities available for sale: | | | |
Purchases | — |
| | (77,699 | ) |
Proceeds from sales | — |
| | 3,875 |
|
Proceeds from prepayments and maturities | 117,022 |
| | 158,968 |
|
Investment securities held to maturity: | | | |
Purchases | (5,099 | ) | | (19,456 | ) |
Proceeds from prepayments and maturities | 10,379 |
| | 7,837 |
|
Purchases of other investments | (288,388 | ) | | (249,527 | ) |
Proceeds from sales of other investments | 245,907 |
| | 190,773 |
|
Net change in loans and leases held for investment | (2,510,272 | ) | | (3,082,569 | ) |
Purchases of premises and equipment, including equipment under operating leases | (11,790 | ) | | (12,414 | ) |
Proceeds related to sale or settlement of other real estate owned | 8,730 |
| | 17,341 |
|
Proceeds from insured foreclosure claims | 402,945 |
| | 102,377 |
|
Proceeds from sale of mortgage servicing rights | 34,040 |
| | 37,738 |
|
Other investing activities | 132 |
| | 14,983 |
|
Net cash provided by (used in) investing activities | (1,996,394 | ) | | (2,907,773 | ) |
Financing Activities: | | | |
Net increase (decrease) in nonmaturity deposits | 329,037 |
| | (468,922 | ) |
Net increase (decrease) in time deposits | 637,386 |
| | 1,069,732 |
|
Net change in short-term Federal Home Loan Bank (FHLB) advances | 149,000 |
| | 1,295,000 |
|
Proceeds from long-term FHLB advances | 1,350,000 |
| | 200,000 |
|
Repayments of long-term FHLB advances | (256,000 | ) | | (75,000 | ) |
Proceeds from issuance of subordinated notes payable, net of issuance costs | 172,702 |
| | — |
|
Proceeds from issuance of common stock | 9,195 |
| | 1,266 |
|
Dividends paid | (14,991 | ) | | (12,428 | ) |
Other financing activities | 1,406 |
| | 932 |
|
Net cash provided by (used in) financing activities | 2,377,735 |
| | 2,010,580 |
|
Net change in cash and cash equivalents | 191,496 |
| | (677,782 | ) |
Cash and cash equivalents at beginning of period | 366,664 |
| | 847,778 |
|
Cash and cash equivalents at end of period | $ | 558,160 |
| | $ | 169,996 |
|
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 savings and loan 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. EB's direct banking services are offered nationwide. In addition, EB operates financial centers in Florida and commercial and consumer lending centers across the United States. EB (a) accepts deposits from the general public and commercial entities; (b) originates, purchases, services, sells and securitizes 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.; and
•Business Property Lending, Inc.
b) 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. 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, 2014. 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, 2015. 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.
Accounting principles generally accepted in the United States of America require management to make estimates that affect the reported amounts of assets and liabilities and disclosure of contingencies at the date of the consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. Material estimates relate to the Company’s allowance for loan and lease losses, loans and leases acquired with evidence of credit deterioration, 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.
c) Supplemental Cash Flow Information - Noncash investing activities are presented in the following table: |
| | | | | | | |
| Six Months Ended June 30, |
| 2015 | | 2014 |
Supplemental Schedules of Noncash Activities: | | | |
Loans transferred to foreclosure claims | $ | 477,075 |
| | $ | 185,417 |
|
See Note 4 for disclosures relating to noncash activities relating to loan transfers.
2. Recent Accounting Pronouncements
Consolidation - In February 2015, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update (ASU) 2015-2, Consolidation (Topic 810) - Amendments to the Consolidation Analysis, which (1) modifies the evaluation of whether limited partnerships and similar legal entities are variable interest entities (VIE) or voting interest entities; (2) eliminates the presumption that a general partner should consolidate a limited partnership; (3) affects the consolidation analysis of reporting entities involved with VIEs that have fee arrangements and related party relationships and (4) provides a scope exception from consolidation guidance for reporting entities with interests in legal entities that are required to comply with or operate in accordance with requirements that are similar to those in Rule 2a-7 of the Investment Company Act of 1940 for registered money market funds. Upon adoption, ASU 2015-2 provides for transition through either a full retrospective approach or a modified retrospective approach, which requires restatement as of the beginning of the fiscal year of adoption through a cumulative-effect adjustment to retained earnings. ASU 2015-2 is effective for annual reporting periods beginning after December 15, 2015, and interim periods within those annual periods with early adoption permitted. The Company is currently evaluating the pending adoption of ASU 2015-2 and its impact on its consolidated financial statements and has not yet identified which transition method will be applied upon adoption.
Revenue from Contracts with Customers - In May 2014, the FASB issued ASU 2014-09, Revenue from Contracts with Customers (Subtopic 606), which supersedes the guidance in former Accounting Standards Codification (ASC) 605, Revenue Recognition. ASU 2014-09 clarifies the principles for recognizing revenue in order to improve comparability of revenue recognition practices across entities and industries with certain scope exceptions including financial instruments, leases, and guarantees. The core principle of ASU 2014-09 is that an entity should recognize revenue to depict the transfer of promised goods and services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods and services. To satisfy this objective, ASU 2014-09 provides guidance intended to assist in the identification of contracts with customers and separate performance obligations within those contracts, the determination and
allocation of the transaction price to those identified performance obligations and the recognition of revenue when a performance obligation has been satisfied. ASU 2014-09 also implements enhanced disclosures regarding the nature, amount, timing, and uncertainty of revenues and cash flows from contracts with customers. ASU 2014-09 is effective for annual reporting periods beginning on or after December 15, 2016, and interim periods within those annual periods with early adoption prohibited. Upon adoption, ASU 2014-09 provides for transition through either a full retrospective approach requiring the restatement of all presented prior periods or a modified retrospective approach, which allows the new recognition standard to be applied to only those contracts that are not completed at the date of transition. If the modified retrospective approach is adopted, a cumulative-effect adjustment to retained earnings is performed with additional disclosures required including the amount by which each line item is affected by the transition as compared to the guidance in effect before adoption and an explanation of the reasons for significant changes in these amounts. The Company is currently evaluating the pending adoption of ASU 2014-09 and its impact on its consolidated financial statements and has not yet identified which transition method will be applied upon adoption.
Presentation of Residential Mortgage Loans Upon Foreclosure - In January 2014, the FASB issued ASU 2014-04, Receivables- Troubled Debt Restructurings by Creditors (Subtopic 310-40), which will eliminate diversity in practice regarding the timing of derecognition for residential mortgage loans when a creditor is considered to have received physical possession of residential real estate property collateralizing a consumer mortgage loan. Under ASU 2014-04, physical possession of residential real estate property is achieved when either the creditor obtains legal title to the residential real estate property upon completion of a foreclosure or the borrower conveys all interest in the residential real estate property through completion of a deed in lieu of foreclosure in order to satisfy that loan. Once physical possession has been achieved, the loan is derecognized and the property recorded within other assets at the lower of cost or fair value (less estimated costs to sell). In addition, the guidance requires both interim and annual disclosure of both the amount of foreclosed residential real estate property held by the creditor and the recorded investment in consumer mortgage loans collateralized by residential real estate property that are in the process of foreclosure. ASU 2014-04 is effective for annual reporting periods beginning on or after December 15, 2014, and interim periods within those annual periods. The guidance set forth in ASU 2014-04 is consistent with the Company’s current practice for derecognizing residential mortgage loans. As such, the adoption of ASU 2014-04 did not have a material impact on the Company's consolidated financial statements but resulted in additional disclosure, which can be found in Note 6.
3. Investment Securities
The amortized cost and fair value of investment securities with gross unrealized gains and losses were as follows as of June 30, 2015 and December 31, 2014: |
| | | | | | | | | | | | | | | | | | | |
| Amortized Cost | | Gross Unrealized Gains | | Gross Unrealized Losses | | Fair Value | | Carrying Amount |
June 30, 2015 | | | | | | | | | |
Available for sale: | | | | | | | | | |
Residential collateralized mortgage obligations (CMO) securities - nonagency | $ | 657,322 |
| | $ | 4,685 |
| | $ | 7,196 |
| | $ | 654,811 |
| | $ | 654,811 |
|
Asset-backed securities (ABS) | 1,737 |
| | — |
| | 354 |
| | 1,383 |
| | 1,383 |
|
Other | 260 |
| | 133 |
| | — |
| | 393 |
| | 393 |
|
Total available for sale securities | $ | 659,319 |
| | $ | 4,818 |
| | $ | 7,550 |
| | $ | 656,587 |
| | $ | 656,587 |
|
Held to maturity: | | | | | | | | | |
Residential CMO securities - agency | $ | 18,773 |
| | $ | 464 |
| | $ | — |
| | $ | 19,237 |
| | $ | 18,773 |
|
Residential mortgage-backed securities (MBS) - agency | 90,620 |
| | 2,188 |
| | 324 |
| | 92,484 |
| | 90,620 |
|
Total held to maturity securities | $ | 109,393 |
| | $ | 2,652 |
| | $ | 324 |
| | $ | 111,721 |
| | $ | 109,393 |
|
December 31, 2014 | | |
| | | | | | |
Available for sale: | | | | | | | | | |
Residential CMO securities - nonagency | $ | 774,804 |
| | $ | 5,631 |
| | $ | 6,200 |
| | $ | 774,235 |
| | $ | 774,235 |
|
Asset-backed securities | 1,800 |
| | — |
| | 405 |
| | 1,395 |
| | 1,395 |
|
Other | 275 |
| | 406 |
| | — |
| | 681 |
| | 681 |
|
Total available for sale securities | $ | 776,879 |
| | $ | 6,037 |
| | $ | 6,605 |
| | $ | 776,311 |
| | $ | 776,311 |
|
Held to maturity: | | | | | | | | | |
Residential CMO securities - agency | $ | 27,801 |
| | $ | 788 |
| | $ | — |
| | $ | 28,589 |
| | $ | 27,801 |
|
Residential MBS - agency | 87,283 |
| | 2,680 |
| | 322 |
| | 89,641 |
| | 87,283 |
|
Total held to maturity securities | $ | 115,084 |
| | $ | 3,468 |
| | $ | 322 |
| | $ | 118,230 |
| | $ | 115,084 |
|
At June 30, 2015 and December 31, 2014, investment securities with a carrying value of $142,062 and $166,836, respectively, were pledged to secure other borrowings, securities sold under agreements to repurchase, and for other purposes as required or permitted by law.
For the three and six months ended June 30, 2015, there were $69 gross gains realized on available for sale investments with no gross losses having been realized. For the three and six months ended June 30, 2014, gross gains of $1,250 were realized on available for sale investments with no gross losses having been realized. 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 June 30, 2015 and December 31, 2014 were as follows:
|
| | | | | | | | | | | | | | | | | | | | | | | |
| Less Than 12 Months | | 12 Months or Greater | | Total |
| Fair Value | | Unrealized Losses | | Fair Value | | Unrealized Losses | | Fair Value | | Unrealized Losses |
June 30, 2015 | | | | | | | | | | | |
Debt securities: | | | | | | | | | | | |
Residential CMO securities - nonagency | $ | 150,747 |
| | $ | 2,773 |
| | $ | 172,458 |
| | $ | 4,423 |
| | $ | 323,205 |
| | $ | 7,196 |
|
Residential MBS - agency | 18,052 |
| | 162 |
| | 9,347 |
| | 162 |
| | 27,399 |
| | 324 |
|
Asset-backed securities | — |
| | — |
| | 1,383 |
| | 354 |
| | 1,383 |
| | 354 |
|
Total debt securities | $ | 168,799 |
| | $ | 2,935 |
| | $ | 183,188 |
| | $ | 4,939 |
| | $ | 351,987 |
| | $ | 7,874 |
|
December 31, 2014 | | | | | | | | | | | |
Debt securities: | | | | | | | | | | | |
Residential CMO securities - nonagency | $ | 317,042 |
| | $ | 3,900 |
| | $ | 31,010 |
| | $ | 2,300 |
| | $ | 348,052 |
| | $ | 6,200 |
|
Residential MBS - agency | 6,788 |
| | 63 |
| | 11,670 |
| | 259 |
| | 18,458 |
| | 322 |
|
Asset-backed securities | — |
| | — |
| | 1,395 |
| | 405 |
| | 1,395 |
| | 405 |
|
Total debt securities | $ | 323,830 |
| | $ | 3,963 |
| | $ | 44,075 |
| | $ | 2,964 |
| | $ | 367,905 |
| | $ | 6,927 |
|
The Company had unrealized losses at June 30, 2015 and December 31, 2014 on residential nonagency CMO securities, residential agency MBS, and ABS. 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 June 30, 2015, the Company had 56 debt securities in an unrealized loss position. A total of 30 were in an unrealized loss position for less than 12 months. All of these 30 securities consisted of 25 residential nonagency CMO securities and five residential agency MBS. The remaining 26 debt securities were in an unrealized loss position for 12 months or longer. These 26 securities consisted of 21 residential nonagency CMO securities, three ABS securities, and two residential agency MBS . Of the $7,874 in unrealized losses, $5,430 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, 2014, the Company had 58 debt securities in an unrealized loss position. A total of 39 were in an unrealized loss position for less than 12 months. These 39 securities consisted of 36 residential nonagency CMO securities and three residential agency MBS. The remaining 19 debt securities were in an unrealized loss position for 12 months or longer. These 19 securities consisted of three ABS, three residential agency MBS and 13 residential nonagency CMO securities. Of the $6,927 in unrealized losses, $5,061 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 and six months ended June 30, 2015. For the three and six months ended June 30, 2014, the Company recognized non-credit OTTI in earnings of $685 on available for sale residential nonagency CMO securities with no OTTI recognized on held to maturity securities. These OTTI losses represented additional declines in fair value on securities originally OTTI at December 31, 2013 as a result of regulatory changes created by the Volcker rule, which classifies these investments as covered funds that cannot be held by an insured depository institution. As a result, management could not assert at June 30, 2014 that the Company had the ability to hold these investments to recovery.
During the three and six months ended June 30, 2015 and 2014, interest and dividend income on investment securities was comprised of the following: |
| | | | | | | | | | | | | | | |
| Three Months Ended June 30, | | Six Months Ended June 30, |
| 2015 | | 2014 | | 2015 | | 2014 |
Interest income on available for sale securities | $ | 4,607 |
| | $ | 7,972 |
| | $ | 9,787 |
| | $ | 16,777 |
|
Interest income on held to maturity securities | 778 |
| | 855 |
| | 1,592 |
| | 1,636 |
|
Other interest and dividend income | 2,062 |
| | 991 |
| | 4,090 |
| | 1,236 |
|
| $ | 7,447 |
| | $ | 9,818 |
| | $ | 15,469 |
| | $ | 19,649 |
|
All investment interest income recognized by the Company during the three and six months ended June 30, 2015 and 2014 was fully taxable.
4. Loans Held for Sale
Loans held for sale as of June 30, 2015 and December 31, 2014, consisted of the following:
|
| | | | | | | |
| June 30, 2015 | | December 31, 2014 |
Mortgage warehouse (carried at fair value) | $ | 662,117 |
|
| $ | 410,948 |
|
Other residential (carried at fair value) | 653,849 |
|
| 317,430 |
|
Total loans held for sale carried at fair value | 1,315,966 |
| | 728,378 |
|
Government insured pool buyouts | 214 |
|
| 12,583 |
|
Other residential | 12,075 |
| | 232,546 |
|
Commercial and commercial real estate | 2,524 |
|
| — |
|
Total loans held for sale carried at lower of cost or market | 14,813 |
| | 245,129 |
|
Total loans held for sale | $ | 1,330,779 |
|
| $ | 973,507 |
|
The Company has elected the fair value option for loans it originates with the intent to market and sell in the secondary market either through third party sales or securitizations. Mortgage warehouse loans are largely comprised of agency deliverable products that the Company typically sells within three months subsequent to origination. The Company economically hedges the mortgage warehouse portfolio with forward purchase and sales commitments designed to protect against potential changes in fair value. Due to the short duration that these loans are present on the balance sheet, the Company has elected fair value accounting on this portfolio of loans due to the burden of complying with the requirements of hedge accounting. The Company has also elected the fair value option for originated fixed rate jumbo preferred loans, due to the short duration that these loans are present on the balance sheet. Electing to use fair value accounting allows a better offset of the changes in the fair values of the loans and the derivative instruments used to economically hedge these loans without the burden of complying with the requirements for hedge accounting. The Company has not elected the fair value option for other residential mortgage loans, government insured pool buyouts and commercial and commercial real estate loans because the Company expects to hold these loans for a short duration. These loans are carried at the lower of cost or fair value.
A majority of the loans held for sale that are carried at the lower of cost or market represent loans that were transferred from the held for investment portfolio to the held for sale portfolio. Government insured pool buyouts held at the lower of cost or market represent government insured loans that have re-performed and are now eligible to be re-securitized. These loans are either bought out of the Company's servicing pools while delinquent or acquired from third parties through whole loan acquisitions and placed into the Company’s loans held for investment portfolio as the loans must become current before they are eligible for securitization. Once the loan re-performs and becomes eligible for securitization, the loan is transferred to the held for sale portfolio and sold or securitized. Other residential loans held at the lower of cost or market represent loans for which the Company has changed its intent and no longer intends to hold these loans for the foreseeable future. Residential loans are transferred to the held for sale portfolio when the Company has entered into a commitment to sell a specific portion of its held for investment portfolio or when the Company has a formal marketing strategy to sell a certain loan product. Commercial and commercial real estate loans represent loans that the Company voluntarily repurchased out of the Business Lending Trust and expect to sell in the foreseeable future.
In conjunction with the sale of loans and leases, the Company may be exposed to limited liability related to recourse agreements and repurchase agreements made to its issuers and purchasers, which are included in commitments and contingencies in Note 14. Commitments and contingencies include amounts related to loans sold that the Company may be required to repurchase, or otherwise indemnify or reimburse the investor or insurer for losses incurred, due to material breach of contractual representations and warranties. Refer to Note 14 for the maximum exposure to loss for material breach of contractual representations and warranties.
The following is a summary of cash flows related to transfers accounted for as sales for the three and six months ended June 30, 2015 and 2014:
|
| | | | | | | | | | | | | | | |
| Three Months Ended June 30, | | Six Months Ended June 30, |
| 2015 | | 2014 | | 2015 | | 2014 |
Proceeds received from agency securitizations | $ | 1,116,314 |
| | $ | 1,024,948 |
| | $ | 2,175,392 |
| | $ | 2,212,022 |
|
| | | | | | | |
Proceeds received from nonsecuritization sales - residential | 1,281,941 |
| | 524,874 |
| | 1,648,156 |
| | 601,261 |
|
Proceeds received from nonsecuritization sales - commercial and commercial real estate | 103,279 |
| | 10,227 |
| | 103,279 |
| | 79,255 |
|
Proceeds received from nonsecuritization sales - equipment financing receivables | 28,071 |
| | — |
| | 40,129 |
| | — |
|
Proceeds received from nonsecuritization sales | $ | 1,413,291 |
| | $ | 535,101 |
| | $ | 1,791,564 |
| | $ | 680,516 |
|
| | | | | | | |
Repurchased loans from residential agency sales and securitizations | $ | 1,866 |
| | $ | 2,244 |
| | $ | 2,521 |
| | $ | 2,545 |
|
Repurchased loans from residential nonagency sales | 4,073 |
| | 2,926 |
| | 5,377 |
| | 4,078 |
|
Repurchased loans from commercial sales and securitizations (1) | 105,652 |
| | — | | 105,652 |
| | — |
|
| |
(1) | Represents loans that were voluntarily repurchased out of the Business Lending Trusts through a clean-up call. Of those loans repurchased, $103,279 were subsequently sold to third parties during the three and six months ended June 30, 2015 and $2,524 were held for sale as of June 30, 2015. |
In connection with these transfers, the Company recorded servicing assets in the amount of $16,531 and $28,823 for the three and six months ended June 30, 2015. 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 and Note 13 for a description of the valuation process. The gains and losses on the transfers which qualified as sales are recorded on the 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, and the offsetting hedging positions.
The Company periodically transfers conforming residential Ginnie Mae (GNMA) mortgages in exchange for mortgage-backed securities. As of June 30, 2015 and December 31, 2014, the Company retained zero and $9,001, 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 following is a summary of transfers of loans from held for investment to held for sale and transfers of loans from held for sale to held for investment for the three and six months ended June 30, 2015 and 2014.
|
| | | | | | | | | | | | | | | |
| Three Months Ended June 30, | | Six Months Ended June 30, |
Loans Transferred from Held for investment (HFI) to Held for Sale (HFS) | 2015 | | 2014 | | 2015 | | 2014 |
Residential mortgages | $ | 1,339 |
| | $ | 1,157,629 |
| | $ | 709,722 |
| | $ | 1,158,436 |
|
Government insured pool buyouts | 217,253 |
| | 133,476 |
| | 485,672 |
| | 242,256 |
|
Commercial and commercial real estate | — |
| | — |
| | — |
| | 31,645 |
|
Equipment financing receivables | 26,040 |
| | — |
| | 37,190 |
| | — |
|
Total transfers from HFI to HFS | $ | 244,632 |
| | $ | 1,291,105 |
| | $ | 1,232,584 |
| | $ | 1,432,337 |
|
|
|
| | | | | | |
Loans Transferred from HFS to HFI | | | | | | | |
Residential mortgages | $ | 80,029 |
| | 12,434 |
| | 194,054 |
| | 38,785 |
|
Total transfers from HFS to HFI | $ | 80,029 |
| | $ | 12,434 |
| | $ | 194,054 |
| | $ | 38,785 |
|
Loans and leases are transferred from loans and leases HFI to HFS when the Company no longer has the intent to hold them for the foreseeable future. Loans and leases are transferred from HFS to HFI when the Company determines that it intends to hold these loans and leases for the foreseeable future and no longer has the intent to sell. Loan transfers from HFS to HFI and transfers from HFI to HFS represent noncash activities within the operating and investing sections of the statement of cash flows.
5. Loans and Leases Held for Investment, Net
Loans and leases HFI as of June 30, 2015 and December 31, 2014 were comprised of the following:
|
| | | | | | | |
| June 30, 2015 | | December 31, 2014 |
Residential mortgages | $ | 10,723,613 |
| | $ | 9,920,070 |
|
Commercial and commercial real estate | 6,801,628 |
| | 5,646,690 |
|
Equipment financing receivables | 2,146,543 |
| | 2,031,570 |
|
Home equity lines | 237,241 |
| | 156,869 |
|
Consumer and credit card | 4,870 |
| | 5,054 |
|
Total loans and leases held for investment, net of unearned income | 19,913,895 |
| | 17,760,253 |
|
Allowance for loan and lease losses | (66,091 | ) | | (60,846 | ) |
Total loans and leases held for investment, net | $ | 19,847,804 |
| | $ | 17,699,407 |
|
As of June 30, 2015 and December 31, 2014, the carrying values presented above include net purchased loan and lease discounts and net deferred loan and lease origination costs as follows:
|
| | | | | | | |
| June 30, 2015 | | December 31, 2014 |
Net purchased loan and lease discounts | $ | 43,215 |
| | $ | 47,108 |
|
Net deferred loan and lease origination costs | 108,141 |
| | 94,778 |
|
During the six months ended June 30, 2015, the Company's significant third-party purchases included government insured buyouts with a UPB of $1,335,130, which are categorized as residential mortgages in the table above, and commercial real estate with a UPB of $105,652. The Company also purchased into commercial credit facilities with an outstanding commitment of $728,187 and outstanding balances of $354,930. Please see Note 4 for disclosure of the Company's transfers and sales of financing receivables.
Of the $354,930 in commercial credit facility balances purchased during the six months ended June 30, 2015, $91,721 of net recorded investment was purchased on May 11, 2015 representing the purchase of a portfolio of asset based lending loans. The purchase was funded entirely by cash with the transaction being accounted for using the purchase method of accounting. Based on the purchase method of accounting, consideration paid totaling $91,829 was allocated to the purchased loans and related accrued interest and fees with no additional assets recognized or liabilities assumed in the transaction. No goodwill was recognized in the transaction. The portfolio will continue to be operated out of New York as, earlier in the quarter, the Company hired several professionals who previously worked with the purchased portfolio.
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 six months ended June 30, 2015 and 2014 are as follows: |
| | | | | | | |
| June 30, 2015 | | June 30, 2014 |
Contractual payments receivable for acquired loans and leases at acquisition | $ | 2,080,441 |
| | $ | 2,967,742 |
|
Expected cash flows for acquired loans and leases at acquisition | 1,359,961 |
| | 1,820,898 |
|
Basis in acquired loans and leases at acquisition | 1,244,608 |
| | 1,724,252 |
|
Information pertaining to the ACI portfolio as of June 30, 2015 and December 31, 2014 is as follows:
|
| | | | | | | | | | | |
| Residential | | Commercial and Commercial Real Estate | | Total |
June 30, 2015 | | | | | |
Carrying value, net of allowance | $ | 2,966,705 |
| | $ | 151,606 |
| | $ | 3,118,311 |
|
Outstanding unpaid principal balance | 3,011,903 |
| | 155,279 |
| | 3,167,182 |
|
Allowance for loan and lease losses, beginning of period | 5,974 |
| | 2,042 |
| | 8,016 |
|
Allowance for loan and lease losses, end of period | 5,192 |
| | 385 |
| | 5,577 |
|
December 31, 2014 | | | | | |
Carrying value, net of allowance | $ | 2,616,728 |
| | $ | 194,599 |
| | $ | 2,811,327 |
|
Outstanding unpaid principal balance | 2,655,497 |
| | 198,061 |
| | 2,853,558 |
|
Allowance for loan and lease losses, beginning of year | 4,925 |
| | 9,834 |
| | 14,759 |
|
Allowance for loan and lease losses, end of year | 5,974 |
| | 2,042 |
| | 8,016 |
|
The Company recorded a reduction of provision for loan loss of $2,439 and provision for loan loss of $459 for the ACI portfolio for the six months ended June 30, 2015 and 2014, respectively. The adjustments to provision are the result of changes in expected cash flows on ACI loans.
The following is a summary of the accretable yield activity for the ACI loans during the six months ended June 30, 2015 and 2014:
|
| | | | | | | | | | | |
| Residential | | Commercial and Commercial Real Estate | | Total |
June 30, 2015 | | | | | |
Balance, beginning of period | $ | 240,650 |
| | $ | 61,256 |
| | $ | 301,906 |
|
Additions | 115,353 |
| | — |
| | 115,353 |
|
Accretion | (60,615 | ) | | (6,238 | ) | | (66,853 | ) |
Reclassifications (from) to accretable yield | (8,456 | ) | | 276 |
| | (8,180 | ) |
Balance, end of period | $ | 286,932 |
| | $ | 55,294 |
| | $ | 342,226 |
|
June 30, 2014 | | | | | |
Balance, beginning of period | $ | 101,183 |
| | $ | 59,663 |
| | $ | 160,846 |
|
Additions | 96,646 |
| | — |
| | 96,646 |
|
Accretion | (26,974 | ) | | (10,606 | ) | | (37,580 | ) |
Reclassifications (from) to accretable yield | 9,720 |
| | 22,836 |
| | 32,556 |
|
Balance, end of period | $ | 180,575 |
| | $ | 71,893 |
| | $ | 252,468 |
|
6. Allowance for Loan and Lease Losses
Changes in the allowance for loan and lease losses for the three and six months ended June 30, 2015 and 2014 are as follows: |
| | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | |
Three Months Ended June 30, 2015 | Residential Mortgages | | Commercial and Commercial Real Estate | | Equipment Financing Receivables | | Home Equity Lines | | Consumer and Credit Card | | Total |
Balance, beginning of period | $ | 23,478 |
| | $ | 24,999 |
| | $ | 10,071 |
| | $ | 4,084 |
| | $ | 214 |
| | $ | 62,846 |
|
Provision for loan and lease losses | 3,301 |
| | 1,725 |
| | 2,623 |
| | 331 |
| | (48 | ) | | 7,932 |
|
Charge-offs | (2,447 | ) | | — |
| | (2,838 | ) | | (276 | ) | | (29 | ) | | (5,590 | ) |
Recoveries | 53 |
| | 218 |
| | 535 |
| | 97 |
| | — |
| | 903 |
|
Balance, end of period | $ | 24,385 |
| | $ | 26,942 |
| | $ | 10,391 |
| | $ | 4,236 |
| | $ | 137 |
| | $ | 66,091 |
|
Three Months Ended June 30, 2014 | | | | | | | | | | | |
Balance, beginning of period | $ | 25,401 |
| | $ | 30,267 |
| | $ | 4,312 |
| | $ | 2,920 |
| | $ | 69 |
| | $ | 62,969 |
|
Transfers to loans held for sale | (5,049 | ) | | — |
| | — |
| | (191 | ) | | — |
| | (5,240 | ) |
Provision for loan and lease losses | 1,628 |
| | 2,390 |
| | 1,995 |
| | 27 |
| | 83 |
| | 6,123 |
|
Charge-offs | (1,810 | ) | | (4,714 | ) | | (938 | ) | | (163 | ) | | (20 | ) | | (7,645 | ) |
Recoveries | 251 |
| | — |
| | 196 |
| | 74 |
| | — |
| | 521 |
|
Balance, end of period | $ | 20,421 |
| | $ | 27,943 |
| | $ | 5,565 |
| | $ | 2,667 |
| | $ | 132 |
| | $ | 56,728 |
|
|
| | | | | | | | | | | | | | | | | | | | | | | |
Six Months Ended June 30, 2015 | Residential Mortgages | | Commercial and Commercial Real Estate | | Equipment Financing Receivables | | Home Equity Lines | | Consumer and Credit Card | | Total |
Balance, beginning of period | $ | 25,098 |
| | $ | 23,095 |
| | $ | 8,649 |
| | $ | 3,814 |
| | $ | 190 |
| | $ | 60,846 |
|
Provision for loan and lease losses | 4,162 |
| | 5,645 |
| | 6,310 |
| | 806 |
| | 9 |
| | 16,932 |
|
Charge-offs | (4,986 | ) | | (2,018 | ) | | (5,469 | ) | | (564 | ) | | (62 | ) | | (13,099 | ) |
Recoveries | 111 |
| | 220 |
| | 901 |
| | 180 |
| | — |
| | 1,412 |
|
Balance, end of period | $ | 24,385 |
| | $ | 26,942 |
| | $ | 10,391 |
| | $ | 4,236 |
| | $ | 137 |
| | $ | 66,091 |
|
Six Months Ended June 30, 2014 | | | | | | | | | | | |
Balance, beginning of period | $ | 26,497 |
| | $ | 29,987 |
| | $ | 4,273 |
| | $ | 2,812 |
| | $ | 121 |
| | $ | 63,690 |
|
Transfers to loans held for sale | (5,049 | ) | | — |
| | — |
| | (191 | ) | | — |
| | (5,240 | ) |
Provision for loan and lease losses | 3,131 |
| | 2,674 |
| | 3,033 |
| | 310 |
| | 46 |
| | 9,194 |
|
Charge-offs | (4,975 | ) | | (4,719 | ) | | (2,127 | ) | | (479 | ) | | (35 | ) | | (12,335 | ) |
Recoveries | 817 |
| | 1 |
| | 386 |
| | 215 |
| | — |
| | 1,419 |
|
Balance, end of period | $ | 20,421 |
| | $ | 27,943 |
| | $ | 5,565 |
| | $ | 2,667 |
| | $ | 132 |
| | $ | 56,728 |
|
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 June 30, 2015 and December 31, 2014: |
| | | | | | | | | | | | | | | |
June 30, 2015 | Individually Evaluated for Impairment | | Collectively Evaluated for Impairment | | ACI Loans | | Total |
Allowance for Loan and Lease Losses | | | | | | | |
Residential mortgages | $ | 3,085 |
| | $ | 16,108 |
| | $ | 5,192 |
| | $ | 24,385 |
|
Commercial and commercial real estate | 987 |
| | 25,570 |
| | 385 |
| | 26,942 |
|
Equipment financing receivables | 297 |
| | 10,094 |
| | — |
| | 10,391 |
|
Home equity lines | — |
| | 4,236 |
| | — |
| | 4,236 |
|
Consumer and credit card | — |
| | 137 |
| | — |
| | 137 |
|
Total allowance for loan and lease losses | $ | 4,369 |
| | $ | 56,145 |
| | $ | 5,577 |
| | $ | 66,091 |
|
Loans and Leases Held for Investment at Recorded Investment | | | | | | | |
Residential mortgages | $ | 17,694 |
| | $ | 7,734,022 |
| | $ | 2,971,897 |
| | $ | 10,723,613 |
|
Commercial and commercial real estate | 51,912 |
| | 6,597,725 |
| | 151,991 |
| | 6,801,628 |
|
Equipment financing receivables | 682 |
| | 2,145,861 |
| | — |
| | 2,146,543 |
|
Home equity lines | — |
| | 237,241 |
| | — |
| | 237,241 |
|
Consumer and credit card | — |
| | 4,870 |
| | — |
| | 4,870 |
|
Total loans and leases held for investment | $ | 70,288 |
| | $ | 16,719,719 |
| | $ | 3,123,888 |
| | $ | 19,913,895 |
|
| | | | | | | |
December 31, 2014 | Individually Evaluated for Impairment | | Collectively Evaluated for Impairment | | ACI Loans | | Total |
Allowance for Loan and Lease Losses | | | | | | | |
Residential mortgages | $ | 2,896 |
| | $ | 16,228 |
| | $ | 5,974 |
| | $ | 25,098 |
|
Commercial and commercial real estate | 720 |
| | 20,333 |
| | 2,042 |
| | 23,095 |
|
Equipment financing receivables | — |
| | 8,649 |
| | — |
| | 8,649 |
|
Home equity lines | — |
| | 3,814 |
| | — |
| | 3,814 |
|
Consumer and credit card | — |
| | 190 |
| | — |
| | 190 |
|
Total allowance for loan and lease losses | $ | 3,616 |
| | $ | 49,214 |
| | $ | 8,016 |
| | $ | 60,846 |
|
Loans and Leases Held for Investment at Recorded Investment | | | | | | | |
Residential mortgages | $ | 16,642 |
| | $ | 7,280,726 |
| | $ | 2,622,702 |
| | $ | 9,920,070 |
|
Commercial and commercial real estate | 42,267 |
| | 5,407,782 |
| | 196,641 |
| | 5,646,690 |
|
Equipment financing receivables | — |
| | 2,031,570 |
| | — |
| | 2,031,570 |
|
Home equity lines | — |
| | 156,869 |
| | — |
| | 156,869 |
|
Consumer and credit card | — |
| | 5,054 |
| | — |
| | 5,054 |
|
Total loans and leases held for investment | $ | 58,909 |
| | $ | 14,882,001 |
| | $ | 2,819,343 |
| | $ | 17,760,253 |
|
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 by credit administration personnel based on current information and events. The Company monitors the 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 June 30, 2015 and December 31, 2014: |
| | | | | | | | | | | | | | | | | | | |
| | | Non-performing | | | | |
| Performing | | Accrual | | Nonaccrual | | Total | | |
June 30, 2015 | | | | | | | | | |
Residential mortgages: | | | | | | | | | |
Residential (1) | $ | 6,875,723 |
| | $ | — |
| | $ | 23,512 |
| | $ | 6,899,235 |
| | |
Government insured pool buyouts (2) (3) | 3,396,407 |
| | 427,971 |
| | — |
| | 3,824,378 |
| | |
Equipment financing receivables | 2,131,946 |
| | — |
| | 14,597 |
| | 2,146,543 |
| | |
Home equity lines | 235,072 |
| | — |
| | 2,169 |
| | 237,241 |
| | |
Consumer and credit card | 4,870 |
| | — |
| | — |
| | 4,870 |
| | |
Total | $ | 12,644,018 |
| | $ | 427,971 |
| | $ | 40,278 |
| | $ | 13,112,267 |
| | |
| | | | | | | | | |
| Pass | | Special Mention | | Substandard | | Doubtful | | Total |
June 30, 2015 | | | | | | | | | |
Commercial and commercial real estate: | | | | | | | | | |
Mortgage warehouse finance | $ | 2,155,535 |
| | $ | — |
| | $ | — |
| | $ | — |
| | $ | 2,155,535 |
|
Lender finance | 914,422 |
| | — |
| | — |
| | — |
| | 914,422 |
|
Other commercial finance | 176,248 |
| | — |
| | 170 |
| | — |
| | 176,418 |
|
Commercial real estate | 3,399,355 |
| | 56,781 |
| | 99,117 |
| | — |
| | 3,555,253 |
|
Total commercial and commercial real estate | $ | 6,645,560 |
| | $ | 56,781 |
| | $ | 99,287 |
| | $ | — |
| | $ | 6,801,628 |
|
| | | | | | | | | |
| | | Non-performing | | | | |
| Performing | | Accrual | | Nonaccrual | | Total | | |
December 31, 2014 | | | | | | | | | |
Residential mortgages: | | | | | | | | | |
Residential (1) | $ | 6,302,172 |
| | $ | — |
| | $ | 22,793 |
| | $ | 6,324,965 |
| | |
Government insured pool buyouts (2) (3) | 3,096,877 |
| | 498,228 |
| | — |
| | 3,595,105 |
| | |
Equipment financing receivables | 2,020,613 |
| | — |
| | 10,957 |
| | 2,031,570 |
| | |
Home equity lines | 154,506 |
| | — |
| | 2,363 |
| | 156,869 |
| | |
Consumer and credit card | 5,016 |
| | — |
| | 38 |
| | 5,054 |
| | |
Total | $ | 11,579,184 |
| | $ | 498,228 |
| | $ | 36,151 |
| | $ | 12,113,563 |
| | |
|
| | | | | | | | | | | | | | | | | | | |
| Pass | | Special Mention | | Substandard | | Doubtful | | Total |
December 31, 2014 | | | | | | | | | |
Commercial and commercial real estate: | | | | | | | | | |
Mortgage warehouse finance | $ | 1,356,651 |
| | $ | — |
| | $ | — |
| | $ | — |
| | $ | 1,356,651 |
|
|