Document
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
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ý | Quarterly Report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934. |
For the quarterly period ended September 30, 2018
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¨ | Transition Report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934. |
For the transition period from to
Commission file number 001-34657
TEXAS CAPITAL BANCSHARES, INC.
(Exact Name of Registrant as Specified in Its Charter)
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| | |
Delaware | | 75-2679109 |
(State or other jurisdiction of incorporation or organization) | | (I.R.S. Employer Identification Number) |
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2000 McKinney Avenue, Suite 700, Dallas, Texas, U.S.A. | | 75201 |
(Address of principal executive officers) | | (Zip Code) |
214/932-6600
(Registrant’s telephone number,
including area code)
N/A
(Former Name, Former Address and Former Fiscal Year, if Changed Since Last Report)
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act 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 ¨
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted 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 such files). Yes ý ¨ No
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company or an emerging growth company. See definition of “large accelerated filer,” “accelerated filer,” "smaller reporting company" and "emerging growth company" in Rule 12b-2 of the Exchange Act.
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Large Accelerated Filer | | ý | | | Accelerated Filer | | ¨ |
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Non-Accelerated Filer | | ¨ | | | Smaller Reporting Company | | ¨ |
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Emerging Growth Company | | ¨
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If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ¨ No ý
APPLICABLE ONLY TO CORPORATE ISSUERS:
On October 17, 2018, the number of shares set forth below was outstanding with respect to each of the issuer’s classes of common stock:
Common Stock, par value $0.01 per share 50,181,585
Texas Capital Bancshares, Inc.
Form 10-Q
Quarter Ended September 30, 2018
Index
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Item 1. | | |
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Item 2. | | |
Item 3. | | |
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Item 4. | | |
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Item 1. | | |
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Item 1A. | | |
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Item 6. | | |
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PART I – FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
TEXAS CAPITAL BANCSHARES, INC.
CONSOLIDATED BALANCE SHEETS
(In thousands except share data)
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| | | | | | | |
| September 30, 2018 | | December 31, 2017 |
| (Unaudited) | | |
Assets | | | |
Cash and due from banks | $ | 169,481 |
| | $ | 178,010 |
|
Interest-bearing deposits in other banks | 2,585,570 |
| | 2,697,581 |
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Federal funds sold and securities purchased under resale agreements | 30,000 |
| | 30,000 |
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Investment securities | 117,389 |
| | 23,511 |
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Loans held for sale ($1,651.9 million and $1,007.7 million at September 30, 2018 and December 31, 2017, respectively, at fair value) | 1,651,930 |
| | 1,011,004 |
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Loans held for investment, mortgage finance | 5,477,787 |
| | 5,308,160 |
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Loans held for investment (net of unearned income) | 16,569,538 |
| | 15,366,252 |
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Less: Allowance for loan losses | 190,306 |
| | 184,655 |
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Loans held for investment, net | 21,857,019 |
| | 20,489,757 |
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Mortgage servicing rights, net | 86,359 |
| | 85,327 |
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Premises and equipment, net | 24,004 |
| | 25,176 |
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Accrued interest receivable and other assets | 586,668 |
| | 516,239 |
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Goodwill and intangible assets, net | 18,687 |
| | 19,040 |
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Total assets | $ | 27,127,107 |
| | $ | 25,075,645 |
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Liabilities and Stockholders’ Equity | | | |
Liabilities: | | | |
Deposits: | | | |
Non-interest-bearing | $ | 7,031,460 |
| | $ | 7,812,660 |
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Interest-bearing | 13,354,177 |
| | 11,310,520 |
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Total deposits | 20,385,637 |
| | 19,123,180 |
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Accrued interest payable | 17,218 |
| | 7,680 |
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Other liabilities | 215,909 |
| | 182,212 |
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Federal funds purchased and repurchase agreements | 486,818 |
| | 365,040 |
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Other borrowings | 3,200,000 |
| | 2,800,000 |
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Subordinated notes, net | 281,677 |
| | 281,406 |
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Trust preferred subordinated debentures | 113,406 |
| | 113,406 |
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Total liabilities | 24,700,665 |
| | 22,872,924 |
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Stockholders’ equity: | | | |
Preferred stock, $.01 par value, $1,000 liquidation value: | | | |
Authorized shares – 10,000,000 | | | |
Issued shares – 6,000,000 shares issued at September 30, 2018 and December 31, 2017 | 150,000 |
| | 150,000 |
|
Common stock, $.01 par value: | | | |
Authorized shares – 100,000,000 | | | |
Issued shares – 50,177,677 and 49,643,761 at September 30, 2018 and December 31, 2017, respectively | 502 |
| | 496 |
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Additional paid-in capital | 965,286 |
| | 961,305 |
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Retained earnings | 1,312,038 |
| | 1,090,500 |
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Treasury stock – shares at cost: 417 at September 30, 2018 and December 31, 2017 | (8 | ) | | (8 | ) |
Accumulated other comprehensive income, net of taxes | (1,376 | ) | | 428 |
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Total stockholders’ equity | 2,426,442 |
| | 2,202,721 |
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Total liabilities and stockholders’ equity | $ | 27,127,107 |
| | $ | 25,075,645 |
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See accompanying notes to consolidated financial statements.
TEXAS CAPITAL BANCSHARES, INC.
CONSOLIDATED STATEMENTS OF INCOME AND OTHER COMPREHENSIVE INCOME – UNAUDITED
(In thousands except per share data)
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| | | | | | | | | | | | | | | |
| Three months ended September 30, | | Nine months ended September 30, |
| 2018 | | 2017 | | 2018 | | 2017 |
Interest income | | | | | | | |
Interest and fees on loans | $ | 291,189 |
| | $ | 229,116 |
| | $ | 814,500 |
| | $ | 607,386 |
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Investment securities | 1,161 |
| | 341 |
| | 1,560 |
| | 853 |
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Federal funds sold and securities purchased under resale agreements | 1,018 |
| | 642 |
| | 2,808 |
| | 1,606 |
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Interest-bearing deposits in other banks | 8,386 |
| | 7,544 |
| | 23,607 |
| | 19,935 |
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Total interest income | 301,754 |
| | 237,643 |
| | 842,475 |
| | 629,780 |
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Interest expense | | | | | | | |
Deposits | 52,034 |
| | 22,435 |
| | 123,343 |
| | 52,261 |
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Federal funds purchased | 1,800 |
| | 891 |
| | 4,434 |
| | 1,869 |
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Other borrowings | 10,317 |
| | 4,835 |
| | 24,481 |
| | 9,757 |
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Subordinated notes | 4,191 |
| | 4,191 |
| | 12,573 |
| | 12,573 |
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Trust preferred subordinated debentures | 1,237 |
| | 930 |
| | 3,457 |
| | 2,641 |
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Total interest expense | 69,579 |
| | 33,282 |
| | 168,288 |
| | 79,101 |
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Net interest income | 232,175 |
| | 204,361 |
| | 674,187 |
| | 550,679 |
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Provision for credit losses | 13,000 |
| | 20,000 |
| | 52,000 |
| | 42,000 |
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Net interest income after provision for credit losses | 219,175 |
| | 184,361 |
| | 622,187 |
| | 508,679 |
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Non-interest income | | | | | | | |
Service charges on deposit accounts | 3,477 |
| | 3,211 |
| | 9,619 |
| | 9,323 |
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Wealth management and trust fee income | 2,065 |
| | 1,627 |
| | 5,996 |
| | 4,386 |
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Bank owned life insurance (BOLI) income | 643 |
| | 615 |
| | 1,959 |
| | 1,562 |
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Brokered loan fees | 6,141 |
| | 6,152 |
| | 17,124 |
| | 17,639 |
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Servicing income | 4,987 |
| | 4,486 |
| | 15,446 |
| | 10,387 |
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Swap fees | 1,355 |
| | 647 |
| | 4,269 |
| | 3,404 |
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Other | 6,850 |
| | 2,265 |
| | 8,331 |
| | 8,181 |
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Total non-interest income | 25,518 |
| | 19,003 |
| | 62,744 |
| | 54,882 |
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Non-interest expense | | | | | | | |
Salaries and employee benefits | 77,327 |
| | 67,882 |
| | 222,268 |
| | 194,039 |
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Net occupancy expense | 8,362 |
| | 6,436 |
| | 22,952 |
| | 19,062 |
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Marketing | 10,214 |
| | 7,242 |
| | 29,127 |
| | 18,349 |
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Legal and professional | 10,764 |
| | 6,395 |
| | 29,948 |
| | 20,975 |
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Communications and technology | 7,435 |
| | 6,002 |
| | 21,211 |
| | 24,414 |
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FDIC insurance assessment | 6,524 |
| | 6,203 |
| | 18,884 |
| | 16,800 |
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Servicing related expenses | 4,207 |
| | 3,897 |
| | 12,379 |
| | 8,329 |
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Allowance and other carrying costs for other real estate owned (OREO) | (1,864 | ) | | 105 |
| | 467 |
| | 315 |
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Other | 13,174 |
| | 10,668 |
| | 37,998 |
| | 30,455 |
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Total non-interest expense | 136,143 |
| | 114,830 |
| | 395,234 |
| | 332,738 |
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Income before income taxes | 108,550 |
| | 88,534 |
| | 289,697 |
| | 230,823 |
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Income tax expense | 22,998 |
| | 29,850 |
| | 60,764 |
| | 78,502 |
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Net income | 85,552 |
| | 58,684 |
| | 228,933 |
| | 152,321 |
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Preferred stock dividends | 2,438 |
| | 2,438 |
| | 7,313 |
| | 7,313 |
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Net income available to common stockholders | $ | 83,114 |
| | $ | 56,246 |
| | $ | 221,620 |
| | $ | 145,008 |
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Other comprehensive income (loss) | | | | | | | |
Change in net unrealized gain (loss) on available-for-sale debt securities arising during period, before-tax | $ | (2,223 | ) | | $ | 52 |
| | $ | (2,390 | ) | | $ | 22 |
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Income tax expense (benefit) related to net unrealized gain on available-for-sale debt securities | (467 | ) | | 18 |
| | (502 | ) | | 8 |
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Other comprehensive income (loss), net of tax | (1,756 | ) | | 34 |
| | (1,888 | ) | | 14 |
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Comprehensive income | $ | 83,796 |
| | $ | 58,718 |
| | $ | 227,045 |
| | $ | 152,335 |
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Basic earnings per common share | $ | 1.66 |
| | $ | 1.13 |
| | $ | 4.45 |
| | $ | 2.93 |
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Diluted earnings per common share | $ | 1.65 |
| | $ | 1.12 |
| | $ | 4.41 |
| | $ | 2.89 |
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See accompanying notes to consolidated financial statements.
TEXAS CAPITAL BANCSHARES, INC.
CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY - UNAUDITED
(In thousands except share data)
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| Preferred Stock | | Common Stock | | | | | | Treasury Stock | | | | |
| Shares | | Amount | | Shares | | Amount | | Additional Paid-in Capital | | Retained Earnings | | Shares | | Amount | | Accumulated Other Comprehensive Income (Loss), Net of Taxes | | Total |
Balance at December 31, 2016 (audited) | 6,000,000 |
| | $ | 150,000 |
| | 49,504,079 |
| | $ | 495 |
| | $ | 955,468 |
| | $ | 903,187 |
| | (417 | ) | | $ | (8 | ) | | $ | 415 |
| | $ | 2,009,557 |
|
Comprehensive income: | | | | | | | | | | | | | | | | | | | |
Net income | — |
| | — |
| | — |
| | — |
| | — |
| | 152,321 |
| | — |
| | — |
| | — |
| | 152,321 |
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Change in unrealized gain on available-for-sale securities, net of taxes of $8 | — |
| | — |
| | — |
| | — |
| | — |
| | — |
| | — |
| | — |
| | 14 |
| | 14 |
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Total comprehensive income | | | | | | | | | | | | | | | | | | | 152,335 |
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Stock-based compensation expense recognized in earnings | — |
| | — |
| | — |
| | — |
| | 5,717 |
| | — |
| | — |
| | — |
| | — |
| | 5,717 |
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Preferred stock dividend | — |
| | — |
| | — |
| | — |
| | — |
| | (7,313 | ) | | — |
| | — |
| | — |
| | (7,313 | ) |
Issuance of stock related to stock-based awards | — |
| | — |
| | 84,568 |
| | 1 |
| | (1,934 | ) | | — |
| | — |
| | — |
| | — |
| | (1,933 | ) |
Issuance of common stock related to warrants | — |
| | — |
| | 33,595 |
| | — |
| | — |
| | — |
| | — |
| | — |
| | — |
| | — |
|
Balance at September 30, 2017 | 6,000,000 |
| | $ | 150,000 |
| | 49,622,242 |
| | $ | 496 |
| | $ | 959,251 |
| | $ | 1,048,195 |
| | (417 | ) | | $ | (8 | ) | | $ | 429 |
| | $ | 2,158,363 |
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| | | | | | | | | | | | | | | | | | | |
Balance at December 31, 2017 (audited) | 6,000,000 |
| | $ | 150,000 |
| | 49,643,761 |
| | $ | 496 |
| | $ | 961,305 |
| | $ | 1,090,500 |
| | (417 | ) | | $ | (8 | ) | | $ | 428 |
| | $ | 2,202,721 |
|
Impact of adoption of new accounting standards(1) | — |
| | — |
| | — |
| | — |
| | — |
| | (82 | ) | | — |
| | — |
| | 84 |
| | 2 |
|
Comprehensive income: | | | | | | | | | | | | | | | | | | | |
Net income | — |
| | — |
| | — |
| | — |
| | — |
| | 228,933 |
| | — |
| | — |
| | — |
| | 228,933 |
|
Change in unrealized gain/loss on available-for-sale debt securities, net of taxes of $502 | — |
| | — |
| | — |
| | — |
| | — |
| | — |
| | — |
| | — |
| | (1,888 | ) | | (1,888 | ) |
Total comprehensive income | | | | | | | | | | | | | | | | | | | 227,045 |
|
Stock-based compensation expense recognized in earnings | — |
| | — |
| | — |
| | — |
| | 6,383 |
| | — |
| | — |
| | — |
| | — |
| | 6,383 |
|
Preferred stock dividend | — |
| | — |
| | — |
| | — |
| | — |
| | (7,313 | ) | | — |
| | — |
| | — |
| | (7,313 | ) |
Issuance of stock related to stock-based awards | — |
| | — |
| | 97,061 |
| | 1 |
| | (2,397 | ) | | — |
| | — |
| | — |
| | — |
| | (2,396 | ) |
Issuance of common stock related to warrants | — |
| | — |
| | 436,855 |
| | 5 |
| | (5 | ) | | — |
| | — |
| | — |
| | — |
| | — |
|
Balance at September 30, 2018 | 6,000,000 |
| | $ | 150,000 |
| | 50,177,677 |
| | $ | 502 |
| | $ | 965,286 |
| | $ | 1,312,038 |
| | (417 | ) | | $ | (8 | ) | | $ | (1,376 | ) | | $ | 2,426,442 |
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(1) | Represents the impact of adopting Accounting Standard Update ("ASU") 2018-02 and ASU 2016-01. See Note 1 to the consolidated financial statements for more information. |
See accompanying notes to consolidated financial statements.
TEXAS CAPITAL BANCSHARES, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS—UNAUDITED
(In thousands)
|
| | | | | | | |
| Nine months ended September 30, |
| 2018 | | 2017 |
Operating activities | | | |
Net income | $ | 228,933 |
| | $ | 152,321 |
|
Adjustments to reconcile net income to net cash provided by operating activities: | | | |
Provision for credit losses | 52,000 |
| | 42,000 |
|
Depreciation and amortization | 24,776 |
| | 19,624 |
|
Increase (decrease) in valuation allowance on mortgage servicing rights | (2,823 | ) | | 216 |
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Bank owned life insurance (BOLI) income | (1,959 | ) | | (1,562 | ) |
Stock-based compensation expense | 15,633 |
| | 15,021 |
|
Purchases and originations of loans held for sale | (5,012,188 | ) | | (4,315,065 | ) |
Proceeds from sales and repayments of loans held for sale | 4,321,485 |
| | 4,282,910 |
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Proceeds from sale of MSRs | 22,439 |
| | — |
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Net loss on sale of loans held for sale and other assets | 8,182 |
| | 1,005 |
|
Technology write-off | — |
| | 5,285 |
|
Changes in operating assets and liabilities: | | | |
Accrued interest receivable and other assets | (79,107 | ) | | (68,672 | ) |
Accrued interest payable and other liabilities | 33,920 |
| | 8,434 |
|
Net cash provided by (used in) operating activities | (388,709 | ) | | 141,517 |
|
Investing activities | | | |
Purchases of available-for-sale investment securities | (99,295 | ) | | (97,381 | ) |
Maturities and calls of available-for-sale securities | — |
| | 94,775 |
|
Principal payments received on available-for-sale securities | 2,998 |
| | 3,278 |
|
Originations of mortgage finance loans | (73,661,362 | ) | | (62,284,036 | ) |
Proceeds from pay-offs of mortgage finance loans | 73,491,735 |
| | 61,139,089 |
|
Net increase in loans held for investment, excluding mortgage finance loans | (1,248,423 | ) | | (1,856,253 | ) |
Purchase of premises and equipment, net | (5,655 | ) | | (9,056 | ) |
Proceeds from sale of foreclosed assets, net | 13,645 |
| | 767 |
|
Net cash used in investing activities | (1,506,357 | ) | | (3,008,817 | ) |
Financing activities | | | |
Net increase in deposits | 1,262,457 |
| | 2,064,426 |
|
Costs from issuance of stock related to stock-based awards and warrants | (2,396 | ) | | (1,933 | ) |
Preferred dividends paid | (7,313 | ) | | (7,313 | ) |
Net increase in other borrowings | 400,000 |
| | 500,000 |
|
Net increase in Federal funds purchased and repurchase agreements | 121,778 |
| | (26,079 | ) |
Net cash provided by financing activities | 1,774,526 |
| | 2,529,101 |
|
Net decrease in cash and cash equivalents | (120,540 | ) | | (338,199 | ) |
Cash and cash equivalents at beginning of period | 2,905,591 |
| | 2,839,352 |
|
Cash and cash equivalents at end of period | $ | 2,785,051 |
| | $ | 2,501,153 |
|
Supplemental disclosures of cash flow information: | | | |
Cash paid during the period for interest | $ | 158,750 |
| | $ | 80,037 |
|
Cash paid during the period for income taxes | 64,225 |
| | 72,485 |
|
Transfers from loans/leases to OREO and other repossessed assets | — |
| | — |
|
See accompanying notes to consolidated financial statements.
TEXAS CAPITAL BANCSHARES, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—UNAUDITED
(1) OPERATIONS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Organization and Nature of Business
Texas Capital Bancshares, Inc. (the “Company”), a Delaware corporation, was incorporated in November 1996 and commenced banking operations in December 1998. The consolidated financial statements of the Company include the accounts of Texas Capital Bancshares, Inc. and its wholly owned subsidiary, Texas Capital Bank, National Association (the “Bank”). We serve the needs of commercial businesses and successful professionals and entrepreneurs located in Texas as well as operate several lines of business serving a regional and national clientèle of commercial borrowers. We are primarily a secured lender with a majority of our loans being made to businesses headquartered or with operations in Texas. At the same time, our national lines of business continue to provide specialized lending products,as well as treasury services, deposit products and other complementary banking services, to businesses throughout the United States.
Basis of Presentation
Our accounting and reporting policies conform to accounting principles generally accepted in the United States (“GAAP”) and to generally accepted practices within the banking industry. Certain prior period balances have been reclassified to conform to the current period presentation.
The consolidated interim financial statements are unaudited and certain information and footnote disclosures presented in accordance with GAAP have been condensed or omitted. In the opinion of management, the interim financial statements include all normal and recurring adjustments and the disclosures made are adequate to make the interim financial information not misleading. The consolidated financial statements have been prepared in accordance with GAAP for interim financial information and the instructions to Form 10-Q adopted by the Securities and Exchange Commission (“SEC”). Accordingly, the financial statements do not include all of the information and footnotes required by GAAP for complete financial statements and should be read in conjunction with our consolidated financial statements, and notes thereto, for the year ended December 31, 2017, included in our Annual Report on Form 10-K filed with the SEC on February 14, 2018 (the “2017 Form 10-K”). Operating results for the interim periods disclosed herein are not necessarily indicative of the results that may be expected for a full year or any future period.
Accounting Changes
ASU 2018-02 "Income Statement - Reporting Comprehensive Income (Topic 220): Reclassification of Certain Tax Effects from Accumulated Other Comprehensive Income" ("ASU 2018-02") allows a reclassification from accumulated other comprehensive income (loss) ("AOCI") to retained earnings for the stranded tax effects caused by the revaluation of deferred taxes resulting from the newly enacted corporate tax rate in the Tax Cuts and Jobs Act. The ASU is effective in years beginning after December 15, 2018, but permits early adoption in a period for which financial statements have not yet been issued. We have elected to early adopt the ASU as of January 1, 2018. The adoption of the guidance resulted in an insignificant cumulative-effect adjustment that decreased retained earnings and increased AOCI in the first quarter of 2018.
ASU 2016-15 "Statement of Cash Flows (Topic 230)" ("ASU 2016-15") is intended to reduce the diversity in practice around how certain transactions are classified within the statement of cash flows. ASU 2016-15 became effective for us on January 1, 2018 and did not have a significant impact on our financial statements.
ASU 2016-01 "Financial Instruments - Overall (Subtopic 825-10): Recognition of Financial Assets and Financial Liabilities, ("ASU 2016-01") makes targeted amendments to the guidance for recognition, measurement, presentation and disclosure of financial instruments. ASU 2016-01 requires equity investments, other than equity method investments, to be measured at fair value with changes in fair value recognized in net income. The ASU requires a cumulative-effect adjustment to retained earnings as of the beginning of the reporting period of adoption to reclassify the cumulative change in fair value of equity securities previously recognized in AOCI. ASU 2016-01 became effective for us on January 1, 2018. The adoption of the guidance resulted in an insignificant cumulative-effect adjustment that increased retained earnings, with offsetting related adjustments to deferred taxes and AOCI. ASU 2016-01 also emphasizes the existing requirement to use exit prices to measure fair value for disclosure purposes and clarifies that entities should not make use of a practicability exception in determining the fair value of loans. Accordingly, we refined the calculation used to determine the disclosed fair value of our loans held for investment portfolio as part of adopting this standard. The refined calculation did not have a significant impact on our fair value disclosures. See Note 11 - Fair Value Disclosures.
ASU 2014-09 "Revenue from Contracts with Customers (Topic 606)" ("ASU 2014-09") implements a common revenue standard that clarifies the principles for recognizing revenue. The core principle of ASU 2014-09 is that an entity should recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. ASU 2014-09 establishes a five-step model which entities must follow to recognize revenue and removes inconsistencies and weaknesses in existing guidance. The guidance does not apply to revenue associated with financial instruments, including loans and investment securities that are accounted for under other GAAP, which comprises a significant portion of our revenue stream. ASU 2014-09 became effective for us on January 1, 2018 and had no material effect on how we recognize revenue or to our consolidated financial statements and disclosures. See below for additional information related to revenue generated from contracts with customers.
Revenue Recognition
Accounting Standards Codification ("ASC") 606, Revenue from Contracts with Customers ("ASC 606"), establishes principles for reporting information about the nature, amount, timing and uncertainty of revenue and cash flows arising from the entity's contracts to provide goods or services to customers. The core principle requires an entity to recognize revenue to depict the transfer of goods or services to customers in an amount that reflects the consideration that it expects to be entitled to receive in exchange for those goods or services recognized as performance obligations are satisfied.
The majority of our revenue-generating transactions are not subject to ASC 606, including revenue generated from financial instruments, such as our loans, letters of credit, derivatives and investment securities, as well as revenue related to our mortgage servicing activities, as these activities are subject to other GAAP discussed elsewhere within our disclosures. Descriptions of our revenue-generating activities that are within the scope of ASC 606, which are presented in our income statements as components of non-interest income are as follows:
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• | Service charges on deposit accounts - these represent general service fees for monthly account maintenance and activity- or transaction-based fees and consist of transaction-based revenue, time-based revenue (service period), item-based revenue or some other individual attribute-based revenue. Revenue is recognized when our performance obligation is completed which is generally monthly for account maintenance services or when a transaction has been completed (such as a wire transfer). Payments for such performance obligations are generally received at the time the performance obligations are satisfied. |
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• | Wealth management and trust fee income - this represents monthly fees due from wealth management customers as consideration for managing the customers' assets. Wealth management and trust services include custody of assets, investment management, escrow services, fees for trust services and similar fiduciary activities. Revenue is recognized when our performance obligation is completed each month, which is generally the time that payment is received. Also included are fees received from third party broker-dealers as part of a revenue-sharing agreement for fees earned from customers that we refer to the third party. These fees are paid to us by the third party on a quarterly basis and recognized ratably throughout the quarter as our performance obligation is satisfied. |
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• | Brokered loan fees - these represent fees for the administration and funding of purchased mortgage loan interests as well as facility renewal and application fees received from mortgage originator customers in our warehouse lending business. Also included are fees received from independent correspondent mortgage lenders as consideration for our purchase of individual residential mortgage loans through our Mortgage Correspondent Aggregation ("MCA") business. Revenue related to the warehouse lending business is recognized when the related loan interest is disposed (i.e., through sale or payoff) or upon receipt of the facility renewal or application. Revenue related to our MCA business is recognized at the time a loan is purchased. |
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• | Other non-interest income primarily includes items such as letter of credit fees, gains on sale of loans held for sale and servicing fees related to the MCA program, none of which are subject to the requirements of ASC 606. |
Investment Securities
Investment securities include available-for-sale debt securities and equity securities at fair value.
Debt Securities
Debt securities are classified as trading, available-for-sale or held-to-maturity. Management classifies debt securities at the time of purchase and re-assesses such designation at each balance sheet date; however, transfers between categories from this re-assessment are rare.
Trading Account
Debt securities acquired for resale in anticipation of short-term market movements are classified as trading, with realized and unrealized gains and losses recognized in income. To date, we have not had any activity in our trading account.
Held-to-Maturity
Debt securities are classified as held to maturity when we have the positive intent and ability to hold the securities to maturity. Held-to-maturity securities are stated at amortized cost. Debt securities not classified as held-to-maturity or trading are classified as available-for-sale.
Available-for-Sale
Available-for-sale debt securities are stated at fair value, with the unrealized gains and losses reported as a separate component of AOCI, net of tax. The amortized cost of debt securities is adjusted for amortization of premiums and accretion of discounts to maturity, or in the case of mortgage-backed securities, over the estimated life of the security. Such amortization and accretion is included in interest income from securities. Realized gains and losses and declines in value judged to be other-than-temporary are included in gain (loss) on sale of securities. In estimating other-than-temporary impairment losses, we consider, among other things, length of time and the extent to which the fair value have been less than cost, the financial condition and near-term prospects of the issuer and the intent and our ability to retain our investment in the issuer for a period of time sufficient to allow for any time anticpated recovery in fair value. The cost of securities sold is based on the specific identification method.
All debt securities are available-for-sale as of September 30, 2018 and December 31, 2017.
Equity Securities
Beginning January 1, 2018, upon adoption of ASU 2016-01, equity securities with readily determinable fair values are stated at fair value with realized and unrealized gains and losses reported in other non-interest income in the consolidated statements of income and other comprehensive income. For periods prior to January 1, 2018, equity securities were classified as available-for-sale and stated at fair value with unrealized gains and losses reported as a separate component of AOCI, net of tax. Equity securities without readily determinable fair values are recorded at cost less any impairment, if any.
Use of Estimates
The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements. Actual results could differ from those estimates. The allowance for loan losses, the fair value of stock-based compensation awards, the fair value of mortgage servicing rights ("MSRs") and the status of contingencies are particularly susceptible to significant change.
(2) EARNINGS PER COMMON SHARE
The following table presents the computation of basic and diluted earnings per share (in thousands except share data):
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| | | | | | | | | | | | | | | |
| Three months ended September 30, | | Nine months ended September 30, |
| 2018 | | 2017 | | 2018 | | 2017 |
Numerator: | | | | | | | |
Net income | $ | 85,552 |
| | $ | 58,684 |
| | $ | 228,933 |
| | $ | 152,321 |
|
Preferred stock dividends | 2,438 |
| | 2,438 |
| | 7,313 |
| | 7,313 |
|
Net income available to common stockholders | 83,114 |
| | 56,246 |
| | $ | 221,620 |
| | 145,008 |
|
Denominator: | | | | | | | |
Denominator for basic earnings per share—weighted average shares | 50,163,433 |
| | 49,607,028 |
| | 49,853,515 |
| | 49,573,456 |
|
Effect of employee stock-based awards(1) | 207,391 |
| | 214,468 |
| | 240,376 |
| | 235,011 |
|
Effect of warrants to purchase common stock | 10,525 |
| | 429,370 |
| | 115,537 |
| | 431,551 |
|
Denominator for dilutive earnings per share—adjusted weighted average shares and assumed conversions | 50,381,349 |
| | 50,250,866 |
| | 50,209,428 |
| | 50,240,018 |
|
Basic earnings per common share | $ | 1.66 |
| | $ | 1.13 |
| | $ | 4.45 |
| | $ | 2.93 |
|
Diluted earnings per common share | $ | 1.65 |
| | $ | 1.12 |
| | $ | 4.41 |
| | $ | 2.89 |
|
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(1) | SARs and RSUs outstanding of 4,000 at September 30, 2018 and 6,200 at September 30, 2017 have not been included in diluted earnings per share because to do so would have been anti-dilutive for the periods presented. |
(3) INVESTMENT SECURITIES
Available-for-Sale Debt Securities
The following is a summary of available-for-sale debt securities (in thousands):
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| | | | | | | | | | | | | | | |
| September 30, 2018 |
| Amortized Cost |
| Gross Unrealized Gains |
| Gross Unrealized Losses |
| Estimated Fair Value |
Residential mortgage-backed securities | $ | 7,299 |
|
| $ | 410 |
| | $ | — |
| | $ | 7,709 |
|
Tax-exempt asset-backed securities | 95,521 |
| | — |
| | (2,152 | ) | | 93,369 |
|
| $ | 102,820 |
| | $ | 410 |
| | $ | (2,152 | ) | | $ | 101,078 |
|
| | | | | | | |
| December 31, 2017 |
| Amortized Cost |
| Gross Unrealized Gains |
| Gross Unrealized Losses |
| Estimated Fair Value |
Residential mortgage-backed securities | $ | 10,297 |
| | $ | 648 |
| | $ | — |
| | $ | 10,945 |
|
During the third quarter of 2018, we purchased a $95.5 million tax-exempt security backed with underlying cash flows from municipal revenue bonds. The security was recorded as available-for-sale upon purchase and subsequently marked to fair value as of quarter end.
The amortized cost and estimated fair value of available-for-sale debt securities are presented below by contractual maturity (in thousands, except percentage data):
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| | | | | | | | | | | | | | | |
| September 30, 2018 |
| Less Than One Year |
| After One Through Five Years |
| After Five Through Ten Years |
| After Ten Years |
| Total |
Residential mortgage-backed securities:(1) |
|
|
|
|
|
|
|
|
|
Amortized cost | 12 |
| | 1,727 |
| | — |
| | 5,560 |
| | 7,299 |
|
Estimated fair value | 13 |
| | 1,846 |
| | — |
| | 5,850 |
| | 7,709 |
|
Weighted average yield(3) | 6.23 | % | | 5.55 | % | | — | % | | 3.79 | % | | 4.21 | % |
Tax-exempt asset-backed securities:(1) | | | | | | | | | |
Amortized cost | — |
| | — |
| | — |
| | 95,521 |
| | 95,521 |
|
Estimated fair value | — |
| | — |
| | — |
| | 93,369 |
| | 93,369 |
|
Weighted average yield(2)(3) | — | % | | — | % | | — | % | | 4.25 | % | | 4.25 | % |
Total available-for-sale debt securities: | | | | | | | | | |
Amortized cost | | | | | | | | | $ | 102,820 |
|
Estimated fair value | | | | | | | | | $ | 101,078 |
|
|
| | | | | | | | | | | | | | | | | | | |
| December 31, 2017 |
| Less Than One Year |
| After One Through Five Years |
| After Five Through Ten Years |
| After Ten Years |
| Total |
Residential mortgage-backed securities:(1) |
|
|
|
|
|
|
|
|
|
Amortized cost | $ | 409 |
| | $ | 819 |
| | $ | 1,502 |
| | $ | 7,567 |
| | $ | 10,297 |
|
Estimated fair value | 418 |
| | 916 |
| | 1,636 |
| | 7,975 |
| | 10,945 |
|
Weighted average yield(3) | 4.59 | % | | 6.02 | % | | 5.32 | % | | 3.45 | % | | 3.97 | % |
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(1) | Actual maturities may differ from contractual maturities because borrowers may have the right to call or prepay obligations with or without prepayment penalties. |
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(2) | Yields have been adjusted to a tax equivalent basis assuming a 21% federal tax rate. |
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(3) | Yields are calculated based on amortized cost. |
The following table discloses as of September 30, 2018 our available-for-sale debt securities that have been in a continuous unrealized loss position for less than 12 months and those that have been in a continuous unrealized loss position for 12 or more months (in thousands):
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| | | | | | | | | | | | | | | | | | | | | | | |
September 30, 2018 | Less Than 12 Months | | 12 Months or Longer | | Total |
| Fair Value | | Unrealized Loss | | Fair Value | | Unrealized Loss | | Fair Value | | Unrealized Loss |
Tax-exempt asset-backed | | | | | | | | | | | |
securities | $ | 93,369 |
| | $ | (2,152 | ) | | $ | — |
| | $ | — |
| | $ | 93,369 |
| | $ | (2,152 | ) |
At September 30, 2018, we had three available-for-sale debt securities in an unrealized loss position. We do not believe these unrealized losses are "other than temporary." We have evaluated the near-term prospects of the investments in relation to the severity and duration of the impairment and based on that evaluation we have determined that we have the ability and intent to hold the investments until recovery of fair value.
At December 31, 2017, we did not have any available-for-sale debt securities in an unrealized loss position.
At September 30, 2018, available-for-sale debt securities with carrying values of $1.9 million and $5.1 million were pledged to secure certain deposits and repurchase agreements, respectively.
Equity Securities
Equity securities consist of Community Reinvestment Act funds and investments related to our non-qualified deferred compensation plan. At September 30, 2018 and December 31, 2017, we had $16.3 million and $12.6 million, respectively, in equity securities recorded at fair value. Prior to January 1, 2018, equity securities were stated at fair value with unrealized gains and losses reported as a separate component of AOCI, net of tax. At December 31, 2017, net unrealized gains of $10,000 had been recognized in AOCI. On January 1, 2018, these unrealized gains and losses were reclassified out of AOCI and into retained earnings with subsequent changes in fair value being recognized in other non-interest income. The following is a summary of unrealized and realized gains and losses recognized in net income on equity securities during the three and nine months ended September 30, 2018 (in thousands):
|
| | | | | | | |
| Three months ended | | Nine months ended |
| September 30, 2018 | | September 30, 2018 |
Net gains and (losses) recognized during the period on equity securities | $ | 253 |
| | $ | 149 |
|
Less: Net gains and (losses) recognized during the period on equity securities sold during the period | 18 |
| | 180 |
|
Unrealized gains and (losses) recognized during the reporting period on equity securities still held at the reporting date | $ | 235 |
| | $ | (31 | ) |
(4) LOANS HELD FOR INVESTMENT AND ALLOWANCE FOR LOAN LOSSES
At September 30, 2018 and December 31, 2017, loans held for investment were as follows (in thousands):
|
| | | | | | | |
| September 30, 2018 | | December 31, 2017 |
Commercial | $ | 10,116,945 |
| | $ | 9,189,811 |
|
Mortgage finance | 5,477,787 |
| | 5,308,160 |
|
Construction | 2,263,463 |
| | 2,166,208 |
|
Real estate | 3,924,682 |
| | 3,794,577 |
|
Consumer | 51,692 |
| | 48,684 |
|
Leases | 319,411 |
| | 264,903 |
|
Gross loans held for investment | 22,153,980 |
| | 20,772,343 |
|
Deferred income (net of direct origination costs) | (106,655 | ) | | (97,931 | ) |
Allowance for loan losses | (190,306 | ) | | (184,655 | ) |
Total loans held for investment, net | $ | 21,857,019 |
| | $ | 20,489,757 |
|
Commercial Loans and Leases. Our commercial loan portfolio is comprised of lines of credit for working capital and term loans and leases to finance equipment and other business assets. Our energy production loans are generally collateralized with proven reserves based on appropriate valuation standards and take into account the risk of oil and gas price volatility. Our commercial loans and leases are underwritten after carefully evaluating and understanding the borrower’s ability to operate profitably. Our underwriting standards are designed to promote relationship banking rather than to make loans on a transaction basis. Our lines of credit typically are limited to a percentage of the value of the assets securing the line. Lines of credit and term loans typically are reviewed annually, or more frequently, as needed, and are supported by accounts receivable, inventory, equipment and other assets of our clients’ businesses.
Mortgage Finance Loans. Our mortgage finance loans consist of ownership interests purchased in single-family residential mortgages funded through our mortgage finance group. We have agreements with mortgage lenders and purchase interests in individual loans they originate. The ownership interests collateralizing our mortgage finance loans are typically held on our balance sheet for 10 to 20 days, and substantially all loans are conforming loans. Substantially all mortgage loans are underwritten consistently with established programs for permanent financing with financially sound investors. Balances as of September 30, 2018 and December 31, 2017 are stated net of $174.1 million and $171.2 million of participations sold, respectively.
Construction Loans. Our construction loan portfolio consists primarily of single- and multi-family residential properties and commercial projects used in manufacturing, warehousing, service or retail businesses. Our construction loans generally have terms of one to three years. We typically make construction loans to developers, builders and contractors that have an established record of successful project completion and loan repayment and have a substantial equity investment in the borrowers. Loan amounts are derived primarily from the Bank's evaluation of expected cash flows available to service debt from stabilized projects under hypothetically stressed conditions. Construction loans are also based in part upon estimates of costs and value associated with the completed project. Sources of repayment for these types of loans may be permanent loans from other lenders, sales of developed property, or an interim loan commitment from us until permanent financing is obtained. The nature of these loans makes ultimate repayment sensitive to overall economic conditions. Borrowers may not be able to correct conditions of loan defaults, increasing risk of exposure to classification, non-performing status, reserve allocation and actual credit loss and foreclosure. These loans typically have floating rates and require commitment fees.
Real Estate Loans. A portion of our real estate loan portfolio is comprised of loans secured by properties other than market risk or investment-type real estate. Market risk loans are real estate loans where the primary source of repayment is expected to come from the sale, permanent financing or lease of the real property collateral. We generally provide temporary financing for commercial and residential property. These loans are viewed primarily as cash flow loans and secondarily as loans secured by real estate. Our real estate loans generally have maximum terms of five to seven years, and we provide loans with both floating and fixed rates. Real estate loans may be more adversely affected by conditions in the real estate markets or in the general economy. Appraised values may be highly variable due to market conditions and the impact of the inability of potential purchasers and lessees to obtain financing and a lack of transactions at comparable values.
At September 30, 2018 and December 31, 2017, we had a blanket floating lien on certain real estate-secured loans, mortgage finance loans and certain investment securities used as collateral for Federal Home Loan Bank borrowings.
Summary of Loan Loss Experience
The allowance for loan losses is comprised of general reserves, specific reserves for impaired loans and an additional qualitative reserve based on our estimate of losses inherent in the portfolio at the balance sheet date, but not yet identified with specified loans. We consider the allowance at September 30, 2018 to be appropriate, given management's assessment of losses inherent in the portfolio as of the evaluation date, the significant growth in the loan and lease portfolio, current economic conditions in our market areas and other factors.
The following tables summarize the credit risk profile of our loan portfolio by internally assigned grades and non-accrual status as of September 30, 2018 and December 31, 2017 (in thousands):
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| | | | | | | | | | | | | | | | | | | | | | | | | | | |
September 30, 2018 | | | | | | | | | | | | | |
| Commercial | | Mortgage Finance | | Construction | | Real Estate | | Consumer | | Leases | | Total |
Grade: | | | | | | | | | | | | | |
Pass | $ | 9,851,525 |
| | $ | 5,477,787 |
| | $ | 2,250,650 |
| | $ | 3,845,393 |
| | $ | 50,064 |
| | $ | 318,969 |
| | $ | 21,794,388 |
|
Special mention | 96,168 |
| | — |
| | 12,813 |
| | 44,486 |
| | — |
| | 442 |
| | 153,909 |
|
Substandard-accruing | 64,295 |
| | — |
| | — |
| | 32,288 |
| | 1,568 |
| | — |
| | 98,151 |
|
Non-accrual | 104,957 |
| | — |
| | — |
| | 2,515 |
| | 60 |
| | — |
| | 107,532 |
|
Total loans held for investment | $ | 10,116,945 |
| | $ | 5,477,787 |
| | $ | 2,263,463 |
| | $ | 3,924,682 |
| | $ | 51,692 |
| | $ | 319,411 |
| | $ | 22,153,980 |
|
| | | | | | | | | | | | | |
December 31, 2017 | | | | | | | | | | | | | |
| Commercial | | Mortgage Finance | | Construction | | Real Estate | | Consumer | | Leases | | Total |
Grade: | | | | | | | | | | | | | |
Pass | $ | 8,967,471 |
| | $ | 5,308,160 |
| | $ | 2,152,654 |
| | $ | 3,706,541 |
| | $ | 48,591 |
| | $ | 249,865 |
| | $ | 20,433,282 |
|
Special mention | 19,958 |
| | — |
| | 13,554 |
| | 53,652 |
| | — |
| | 495 |
| | 87,659 |
|
Substandard-accruing | 102,651 |
| | — |
| | — |
| | 32,671 |
| | 93 |
| | 14,543 |
| | 149,958 |
|
Non-accrual | 99,731 |
| | — |
| | — |
| | 1,713 |
| | — |
| | — |
| | 101,444 |
|
Total loans held for investment | $ | 9,189,811 |
| | $ | 5,308,160 |
| | $ | 2,166,208 |
| | $ | 3,794,577 |
| | $ | 48,684 |
| | $ | 264,903 |
| | $ | 20,772,343 |
|
The following table details activity in the allowance for loan losses by portfolio segment for the nine months ended September 30, 2018 and 2017. Allocation of a portion of the allowance to one category of loans does not preclude its availability to absorb losses in other categories. |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
September 30, 2018 | | | | | | | | | | | | | | | |
(in thousands) | Commercial | | Mortgage Finance | | Construction | | Real Estate | | Consumer | | Leases | | Additional Qualitative Reserve | | Total |
Beginning balance | $ | 118,806 |
| | $ | — |
| | $ | 19,273 |
| | $ | 34,287 |
| | $ | 357 |
| | $ | 3,542 |
| | $ | 8,390 |
| | $ | 184,655 |
|
Provision for loan losses | 55,808 |
| | — |
| | 331 |
| | (1,635 | ) | | 757 |
| | (1,425 | ) | | (3,048 | ) | | 50,788 |
|
Charge-offs | 45,273 |
| | — |
| | — |
| | — |
| | 767 |
| | 319 |
| | — |
| | 46,359 |
|
Recoveries | 1,069 |
| | — |
| | — |
| | 43 |
| | 78 |
| | 32 |
| | — |
| | 1,222 |
|
Net charge-offs (recoveries) | 44,204 |
| | — |
| | — |
| | (43 | ) | | 689 |
| | 287 |
| | — |
| | 45,137 |
|
Ending balance | $ | 130,410 |
| | $ | — |
| | $ | 19,604 |
| | $ | 32,695 |
| | $ | 425 |
| | $ | 1,830 |
| | $ | 5,342 |
| | $ | 190,306 |
|
Period end amount allocated to: | | | | | | | | | | | | | | | |
Loans individually evaluated for impairment | $ | 30,855 |
| | $ | — |
| | $ | — |
| | $ | 70 |
| | $ | 10 |
| | $ | — |
| | $ | — |
| | $ | 30,935 |
|
Loans collectively evaluated for impairment | 99,555 |
| | — |
| | 19,604 |
| | 32,625 |
| | 415 |
| | 1,830 |
| | 5,342 |
| | 159,371 |
|
Ending balance | $ | 130,410 |
| | $ | — |
| | $ | 19,604 |
| | $ | 32,695 |
| | $ | 425 |
| | $ | 1,830 |
| | $ | 5,342 |
| | $ | 190,306 |
|
| | | | | | | | | | | | | | | |
September 30, 2017 | | | | | | | | | | | | | | | |
(in thousands) | Commercial | | Mortgage Finance | | Construction | | Real Estate | | Consumer | | Leases | | Additional Qualitative Reserve | | Total |
Beginning balance | $ | 128,768 |
| | $ | — |
| | $ | 13,144 |
| | $ | 19,149 |
| | $ | 241 |
| | $ | 1,124 |
| | $ | 5,700 |
| | $ | 168,126 |
|
Provision for loan losses | 21,388 |
| | — |
| | 4,431 |
| | 12,948 |
| | 221 |
| | 2,774 |
| | 1,899 |
| | 43,661 |
|
Charge-offs | 32,146 |
| | — |
| | 59 |
| | 290 |
| | 180 |
| | — |
| | — |
| | 32,675 |
|
Recoveries | 3,574 |
| | — |
| | 104 |
| | 74 |
| | 56 |
| | 9 |
| | — |
| | 3,817 |
|
Net charge-offs (recoveries) | 28,572 |
| | — |
| | (45 | ) | | 216 |
| | 124 |
| | (9 | ) | | — |
| | 28,858 |
|
Ending balance | $ | 121,584 |
| | $ | — |
| | $ | 17,620 |
| | $ | 31,881 |
| | $ | 338 |
| | $ | 3,907 |
| | $ | 7,599 |
| | $ | 182,929 |
|
Period end amount allocated to: | | | | | | | | | | | | | | | |
Loans individually evaluated for impairment | $ | 24,410 |
| | $ | — |
| | $ | — |
| | $ | 26 |
| | $ | — |
| | $ | — |
| | $ | — |
| | $ | 24,436 |
|
Loans collectively evaluated for impairment | 97,174 |
| | — |
| | 17,620 |
| | 31,855 |
| | 338 |
| | 3,907 |
| | 7,599 |
| | 158,493 |
|
Ending balance | $ | 121,584 |
| | $ | — |
| | $ | 17,620 |
| | $ | 31,881 |
| | $ | 338 |
| | $ | 3,907 |
| | $ | 7,599 |
| | $ | 182,929 |
|
The table below presents the activity in the allowance for off-balance sheet credit losses related to unfunded commitments for the three and nine months ended September 30, 2018 and 2017 (in thousands). This allowance is recorded in other liabilities in the consolidated balance sheet. |
| | | | | | | | | | | | | | | | |
| | Three months ended September 30, | | Nine months ended September 30, |
| | 2018 | | 2017 | | 2018 | | 2017 |
Beginning balance | | $ | 10,458 |
| | $ | 9,205 |
| | $ | 9,071 |
| | $ | 11,422 |
|
Provision for off-balance sheet credit losses | | (175 | ) | | 556 |
| | 1,212 |
| | (1,661 | ) |
Ending balance | | $ | 10,283 |
| | $ | 9,761 |
| | $ | 10,283 |
| | $ | 9,761 |
|
We have traditionally maintained an additional qualitative reserve component to compensate for the uncertainty and complexity in estimating loan and lease losses including factors and conditions that may not be fully reflected in the determination and application of the allowance allocation percentages. The decrease in the additional qualitative reserve at September 30, 2018 as compared to December 31, 2017 was primarily related to the resolution of remaining uncertainty regarding the impact to our loan portfolio from Hurricanes Harvey and Irma. We believe the level of additional qualitative reserves at September 30, 2018 is warranted due to uncertainties and unpredictable factors that have produced losses, including those resulting from borrowers' misstatement of financial information or inaccurate certification of collateral values. Such losses are not necessarily correlated with historical loss trends or general economic conditions. Our methodology used to calculate the allowance considers historical losses; however, the historical loss rates for specific product types or credit risk grades may not fully incorporate the effects of uncertainties or unpredictable events.
Our recorded investment in loans as of September 30, 2018, December 31, 2017 and September 30, 2017 related to each balance in the allowance for loan losses by portfolio segment and disaggregated on the basis of our impairment methodology was as follows (in thousands):
|
| | | | | | | | | | | | | | | | | | | | | | | | | | | |
September 30, 2018 | | | | | | | | | | | | | |
| Commercial | | Mortgage Finance | | Construction | | Real Estate | | Consumer | | Leases | | Total |
Loans individually evaluated for impairment | $ | 105,522 |
| | $ | — |
| | $ | — |
| | $ | 9,057 |
| | $ | 60 |
| | $ | — |
| | $ | 114,639 |
|
Loans collectively evaluated for impairment | 10,011,423 |
| | 5,477,787 |
| | 2,263,463 |
| | 3,915,625 |
| | 51,632 |
| | 319,411 |
| | 22,039,341 |
|
Total | $ | 10,116,945 |
| | $ | 5,477,787 |
| | $ | 2,263,463 |
| | $ | 3,924,682 |
| | $ | 51,692 |
| | $ | 319,411 |
| | $ | 22,153,980 |
|
| | | | | | | | | | | | | |
December 31, 2017 | | | | | | | | | | | | | |
| Commercial | | Mortgage Finance | | Construction | | Real Estate | | Consumer | | Leases | | Total |
Loans individually evaluated for impairment | $ | 100,676 |
| | $ | — |
| | $ | — |
| | $ | 2,008 |
| | $ | — |
| | $ | — |
| | $ | 102,684 |
|
Loans collectively evaluated for impairment | 9,089,135 |
| | 5,308,160 |
| | 2,166,208 |
| | 3,792,569 |
| | 48,684 |
| | 264,903 |
| | 20,669,659 |
|
Total | $ | 9,189,811 |
| | $ | 5,308,160 |
| | $ | 2,166,208 |
| | $ | 3,794,577 |
| | $ | 48,684 |
| | $ | 264,903 |
| | $ | 20,772,343 |
|
| | | | | | | | | | | | | |
September 30, 2017 | | | | | | | | | | | | | |
| Commercial | | Mortgage Finance | | Construction | | Real Estate | | Consumer | | Leases | | Total |
Loans individually evaluated for impairment | $ | 117,426 |
| | $ | — |
| | $ | — |
| | $ | 2,117 |
| | $ | — |
| | $ | — |
| | $ | 119,543 |
|
Loans collectively evaluated for impairment | 8,693,399 |
| | 5,642,285 |
| | 2,099,355 |
| | 3,681,447 |
| | 70,436 |
| | 259,720 |
| | 20,446,642 |
|
Total | $ | 8,810,825 |
| | $ | 5,642,285 |
| | $ | 2,099,355 |
| | $ | 3,683,564 |
| | $ | 70,436 |
| | $ | 259,720 |
| | $ | 20,566,185 |
|
We place loans on non-accrual when there is a clear indication that the borrower’s cash flow may not be sufficient to meet payments as they become due, generally when a loan is 90 days past due. When a loan is placed on non-accrual status, all previously accrued and unpaid interest is reversed. Interest income is subsequently recognized on a cash basis as long as the remaining unpaid principal amount of the loan is deemed to be fully collectible. If collectability is questionable, then cash payments are applied to principal. As of both September 30, 2018 and December 31, 2017, none of our non-accrual loans were earning interest income on a cash basis. A loan is placed back on accrual status when both principal and interest are current and it is probable that we will be able to collect all amounts due (both principal and interest) according to the terms of the loan agreement.
A loan held for investment is considered impaired when, based on current information and events, it is probable that we will be unable to collect all amounts due (both principal and interest) according to the terms of the original loan agreement. In accordance with ASC 310, Receivables, we have also included all restructured and formerly restructured loans in our impaired loan totals. The following tables detail our impaired loans, by portfolio class, as of September 30, 2018 and December 31, 2017 (in thousands):
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| | | | | | | | | | | | | | | | | | | |
September 30, 2018 | | | | | | | | | |
| Recorded Investment | | Unpaid Principal Balance | | Related Allowance | | Average Recorded Investment | | Interest Income Recognized |
With no related allowance recorded: | | | | | | | | | |
Commercial | | | | | | | | | |
Business loans | $ | 14,669 |
| | $ | 21,428 |
| | $ | — |
| | $ | 16,045 |
| | $ | 133 |
|
Energy | 12,777 |
| | 13,953 |
| | — |
| | 18,653 |
| | — |
|
Construction | | | | | | | | | |
Market risk | — |
| | — |
| | — |
| | — |
| | — |
|
Real estate | | | | | | | | | |
Market risk | — |
| | — |
| | — |
| | — |
| | — |
|
Commercial | 7,557 |
| | 7,557 |
| | — |
| | 1,787 |
| | — |
|
Secured by 1-4 family | 1,263 |
| | 1,263 |
| | — |
| | 561 |
| | — |
|
Consumer | — |
| | — |
| | — |
| | — |
| | — |
|
Leases | — |
| | — |
| | — |
| | — |
| | — |
|
Total impaired loans with no allowance recorded | $ | 36,266 |
| | $ | 44,201 |
| | $ | — |
| | $ | 37,046 |
| | $ | 133 |
|
With an allowance recorded: | | | | | | | | | |
Commercial | | | | | | | | | |
Business loans | $ | 59,618 |
| | $ | 78,304 |
| | $ | 24,180 |
| | $ | 39,880 |
| | $ | — |
|
Energy | 18,458 |
| | 19,718 |
| | 6,675 |
| | 27,312 |
| | — |
|
Construction | | | | | | | | | |
Market risk | — |
| | — |
| | — |
| | — |
| | — |
|
Real estate | | | | | | | | | |
Market risk | — |
| | — |
| | — |
| | 66 |
| | — |
|
Commercial | — |
| | — |
| | — |
| | 111 |
| | — |
|
Secured by 1-4 family | 237 |
| | 237 |
| | 70 |
| | 171 |
| | — |
|
Consumer | 60 |
| | 60 |
| | 10 |
| | 53 |
| | — |
|
Leases | — |
| | — | |