UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549


FORM 8-K


CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of report (Date of earliest event reported) April 25, 2019


VALLEY NATIONAL BANCORP
(Exact Name of Registrant as Specified in Charter)

New Jersey
 
1-11277
 
22-2477875
(State or Other Jurisdiction
of Incorporation)
 
(Commission File Number)
 
(I.R.S. Employer
Identification Number)
1455 Valley Road, Wayne, New Jersey
 
07470
(Address of Principal Executive Offices)
 
(Zip Code)
Registrant’s telephone number, including area code (973) 305-8800


Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions ( see General Instruction A.2. below):
¨
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
¨
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
¨
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
¨
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933(§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ¨

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. ¨






Item 2.02
Results of Operations and Financial Condition.

On April 25, 2019, Valley National Bancorp (“Valley”) issued a press release reporting 2019 first quarter results of operations.

A copy of the press release is attached to this Current Report Form 8-K as Exhibit 99.1.

The information disclosed in this Item 2.02 shall be considered “furnished” but not “filed” for purposes of the Securities Exchange Act of 1934, as amended.

Valley’s 2019 first quarter press release contains certain supplemental financial information, described in the Notes to Selected Financial Data included in Exhibit 99, which has been determined by methods other than U.S. Generally Accepted Accounting Principles (“GAAP”). Management internally reviews each of these non-GAAP financial measures to evaluate performance on a comparative period to period basis. Management believes these non-GAAP financial measures provide information useful to investors in understanding Valley’s financial results, the impact of such non-GAAP financial measures on Valley’s operating results and financial condition.
Item 7.01
Regulation FD Disclosure.

Valley is furnishing presentation materials included as Exhibit 99.2 to this report pursuant to Item 7.01 of Form 8-K. Valley is not undertaking to update this presentation. The information in this report (including Exhibit 99.2) is being furnished pursuant to Item 7.01 and shall not be deemed to be “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that section. This report will not be deemed an admission as to the materiality of any information herein (including Exhibit 99.2).

Item 9.01
Financial Statements and Exhibits.
Exhibit No.
Description
(d)
Exhibits.
99.1
 
The Press Release disclosed in this Item 9.01 as Exhibit 99.1 shall be considered “furnished” but not “filed” for purposes of the Securities Exchange Act of 1934, as amended.
99.2
 
The Presentation materials  disclosed in this Item 9.01 as Exhibit 99 .2  shall be considered “furnished” but not “filed” for purposes of the Securities Exchange Act of 1934, as amended.







SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Dated: April 25, 2019
 
VALLEY NATIONAL BANCORP
 
 
By:
/s/ Alan D. Eskow
 
 
 
Alan D. Eskow
 
 
 
Senior Executive Vice President and
 
 
 
Chief Financial Officer
(Principal Financial Officer)





EXHIBIT 99.1

VALLEYLOGOA06.JPG

 
News Release




FOR IMMEDIATE RELEASE
Contact:
 
Alan D. Eskow
 
 
 
Senior Executive Vice President and
 
 
 
Chief Financial Officer
 
 
 
973-305-4003

VALLEY NATIONAL BANCORP REPORTS INCREASED FIRST QUARTER
NET INCOME, SOLID LOAN GROWTH AND OPERATIONAL EFFICIENCY

WAYNE, NJ – April 25, 2019 -- Valley National Bancorp ( NASDAQ:VLY ), the holding company for Valley National Bank, today reported net income for the first quarter of 2019 of $113.3 million , or $0.33 per diluted common share, as compared to the first quarter of 2018 earnings of $42.0 million , or $0.12 per diluted common share, and net income of $77.1 million , or $0.22 per diluted common share, for the fourth quarter of 2018 . Net income for first quarter of 2019 included net non-core income of $59.1 million ($38.4 million after-tax) mainly related to a $78.5 million gain on the sale (and leaseback) of several locations, partially offset by additional income tax expense related to reserves for uncertain tax liabilities, severance charges and the impairment of certain tax credit investments. Comparatively, net income for the first quarter of 2018 and fourth quarter of 2018 included net non-core charges totaling $26.8 million ($19.8 million after-tax) and $5.3 million ($4.5 million after-tax), respectively. Excluding all non-core items, our adjusted net income was $74.9 million , or $0.22 per diluted common share, for the first quarter of 2019 , $61.7 million , or $0.18 per diluted common share, for the first quarter of 2018 , and $72.7 million , or $0.21 per diluted common share, for the fourth quarter of 2018 . See further details below, including the "Consolidated Financial Highlights" tables.
Key financial highlights for the first quarter :
Loan Portfolio: Loans increased $387.6 million , or 6.2 percent on an annualized basis, to approximately $25.4 billion at March 31, 2019 from December 31, 2018 . The increase was largely due to solid organic loan growth within the commercial and industrial loan and commercial real estate loan categories. Additionally, we sold approximately $193 million of residential mortgage loans and a small retail credit card portfolio resulting in total pre-tax gains of $4.6 million during the first quarter of 2019 .
Non-interest Income: Non-interest income increased $73.0 million to $107.7 million for the first quarter of 2019 as compared to the fourth quarter of 2018 largely due to a $78.5 million gain on the sale leaseback of 25 branches and 1 corporate location recognized during the first quarter, partially offset by a decline in other income caused by a $6.5 million gain realized on the sale of our Visa Class B shares during the fourth quarter of 2018. See "Sale Leaseback" section below for more details.
Non-interest Expense: Non-interest expense decreased $5.9 million , or 3.8 percent , to $147.8 million for the first quarter of 2019 as compared to the fourth quarter of 2018 primarily due to declines in several expense categories due, in part, to our continued focus on operational efficiencies. Infrequent charges related to severance expense and other than temporary impairment of certain tax credit investments totaled $4.8 million and $2.4 million, respectively, within non-interest expense for the first quarter of 2019 .

1



Valley National Bancorp (NASDAQ: VLY)
2019 First Quarter Earnings
April 25, 2019



Efficiency Ratio: Our efficiency ratio was 45.29 percent for the first quarter of 2019 as compared to 59.87 percent and 72.44 percent for the fourth quarter of 2018 and first quarter of 2018 , respectively. Excluding the gain on the sale leaseback, severance charges, merger expense, amortization and impairment of tax credit investments, and litigation reserve expense, if applicable in the period, our adjusted efficiency ratio was 54.79 percent for the first quarter of 2019 as compared to 56.68 percent and 60.03 percent for the fourth quarter of 2018 and first quarter of 2018 , respectively. See the "Consolidated Financial Highlights" tables below for additional information regarding this non-GAAP measure.
Income Tax Expense: The effective tax rate was 33.5 percent for the first quarter of 2019 as compared to 19.0 percent for the fourth quarter of 2018 . The increase as compared to the fourth quarter of 2018 was mainly due to an additional provision for income taxes of $12.1 million related to uncertain tax liability positions at March 31, 2019, as well as a $2.3 million tax benefit recognized in the fourth quarter of 2018 related to the adjustment of the Tax Cuts and Jobs Act provisional amounts in our final 2017 tax returns. See the "Investment in DC Solar Funds" section below for additional information on the uncertain tax liability positions. For the remainder of 2019 , we currently estimate that our effective tax rate will range from 25.5 percent to 27.5 percent.
Net Interest Income and Margin: Net interest income on a tax equivalen t basis of $219.9 million for the first quarter of 2019 decreased $3.5 million as compared to the fourth quarter of 2018 . Our net interest margin on a tax equivalent basis of 2.98 percent for the first quarter of 2019 decreased by 12 basis points from 3.10 percent for the fourth quarter of 2018 . Both net interest income and the margin were negatively impacted by lower interest recovery income and other fees, two less days as compared to the fourth quarter of 2018 and an increase in funding cost. See the "Net Interest Income and Margin" section below for more details.
Provision for Credit Losses : The provision for credit losses modestly increased to $8.0 million for the first quarter of 2019 as compared to $7.9 million for the fourth quarter of 2018 .
Credit Quality: Net loan charge-offs totaled $5.3 million for the first quarter of 2019 as compared to $1.0 million for the fourth quarter of 2018 . The first quarter 2019 net charge-offs increased largely due to partial charge-offs related to two impaired commercial loan relationships and a modest uptick in consumer loan charge-offs. Non-accrual loans represented 0.37 percent of total loans at March 31, 2019 as compared to 0.35 percent at December 31, 2018 .
Performance Ratios: Annualized return on average assets (ROA), shareholders’ equity (ROE) and tangible ROE were 1.40 percent , 13.35 percent , and 20.29 percent for the first quarter of 2019 , respectively. Annualized ROA, ROE and tangible ROE, adjusted for infrequent income and charges, was 0.93 percent , 8.83 percent , and 13.42 percent for the first quarter of 2019 , respectively.

Ira Robbins, CEO and President commented, "We are very pleased with the progress made during the quarter towards achieving our long-term operating efficiency goals.  Furthermore, we are seeing solid loan and strong core deposit growth from both new and existing client relationships. While net interest income and the margin experienced some compression quarter over quarter, we believe we are still on track to achieve our previously stated 2019 targets."


2



Valley National Bancorp (NASDAQ: VLY)
2019 First Quarter Earnings
April 25, 2019



Net Interest Income and Margin
Net interest income on a tax equivalen t basis totaling $219.9 million for the first quarter of 2019 increased $10.8 million as compared to the first quarter of 2018 and decreased $3.5 million as compared to the fourth quarter of 2018 . The decrease as compared to the fourth quarter of 2018 was largely due to a combination of higher costs of deposits, a slight decline in yield on loans (mostly caused by a decline in interest recovery income and other loan fees) and two less days in the first quarter. Interest income on a tax equivalent basis increased $5.5 million to $321.5 million for the first quarter of 2019 as compared to the fourth quarter of 2018 mainly due to an $723.8 million increase in average loans, partially offset by 4 basis point decrease in the yield on average loans. Interest expense of $101.6 million for the first quarter of 2019 increased $9.0 million as compared to the fourth quarter of 2018 largely due to higher costs and average balances for both money market and certificate of deposit accounts, partially offset by decreases of $304.6 million and $100.4 million in average short-term and long-term borrowings, respectively. The decreases were mostly driven by the repayment of maturing FHLB advances made possible by increased liquidity from deposits, as well as the net proceeds from our recent sale leaseback transaction.

Our net interest margin on a tax equivalent basis of 2.98 percent for the first quarter of 2019 decreased by 15 basis points and 12 basis points from 3.13 percent and 3.10 percent for the first quarter of 2018 and fourth quarter of 2018 , respectively. The yield on average interest earning assets decreased by 4 basis points on a linked quarter basis mostly due to a decline in the yield on loans. The yield on average loans decreased by 4 basis points to 4.57 percent for the first quarter of 2019 as compared to the fourth quarter of 2018 largely due to the decline in interest recovery income and other loan fees and two less days in the first quarter of 2019. The overall cost of average interest bearing liabilities increased 10 basis points to 1.82 percent for the first quarter of 2019 as compared to the linked fourth quarter of 2018 due to 15 , 7, and 4 basis point increases in the cost of average interest bearing deposits, short-term borrowings, and long-term borrowings, respectively, largely driven by higher market interest rates. Our cost of total average deposits was 1.20 percent for the first quarter of 2019 as compared to 1.07 percent for the fourth quarter of 2018 .
Sale Leaseback Transaction
Valley closed a sale-leaseback transaction for 26 of the previously announced 29 properties in March 2019. The properties, consisting of 25 branches and 1 corporate location, were sold for an aggregate purchase price of $100.5 million. The pre-tax net gain associated with the 26 properties was $78.5 million (after transaction-related expenses) for the first quarter of 2019.

Valley expects to close the sale of the remaining three properties during the second quarter of 2019, which remain subject to due diligence. The remaining properties are expected to result in a pre-tax net gain of more than $3 million.
Branch Transformation and Other Operational Improvements
As previously disclosed, Valley has embarked on a strategy to overhaul its retail network. During 2018, we identified several branches that did not meet certain internal performance measures. Of those identified, we closed 7 branches in 2018 and 13 additional branches during the first quarter of 2019. The estimated annual operating expense savings from the 20 branch closures is expected to be approximately $9 million. During the fourth quarter of 2018, we recognized severance costs of $2.7 million related to the branch closures and branch staff reductions.

3



Valley National Bancorp (NASDAQ: VLY)
2019 First Quarter Earnings
April 25, 2019



For the remaining branch network, we continue to monitor the operating performance of each branch and implement tailored action plans focused on improving profitability and deposit levels for those branches that underperform.

In addition, Valley recently announced a plan to improve its operating efficiencies. The annualized salary and benefit expense savings associated with the plan is expected to exceed $5 million, excluding $4.8 million of severance charges recognized in the first quarter of 2019. Valley expects to implement the majority of cost saves by the end of the second quarter of 2019.
Investment in DC Solar Funds
From 2013 to 2015, Valley invested in three federal renewable energy tax credit funds sponsored by DC Solar and claimed the related federal tax credit benefits of approximately $22.8 million in its consolidated financial statements during same period. In late February 2019, we learned of allegations of fraudulent conduct by DC Solar, including information about asset seizures of DC Solar property and assets of its principals and ongoing federal investigations. We referred to these matters in our Annual Report on Form 10-K for 2018. Since learning of the allegations, Valley has conducted an ongoing investigation coordinated with 10 other DC Solar fund investors, investors' outside counsel and a third party specialist. The facts uncovered to date by the investor group impact each investor differently, affecting their likelihood of loss and the ultimate amount of tax benefit likely to be recaptured.

Given the circumstances that we are aware of at the time of this release and management's best judgments regarding the settlement of the tax positions that it would ultimately accept with the IRS, we currently expect a partial loss and tax benefit recapture. As a result of this assessment, our first quarter of 2019 net income includes an increase to our provision for income taxes of $12.1 million, reflecting the reserve for uncertain tax liability positions related to renewable energy tax credits and other tax benefits previously recognized from the investments in the DC Solar funds plus interest. Additionally, we recognized a full write down of the related unamortized investments totaling $2.4 million (previously presented in other assets) due to other than temporary impairment losses during the first quarter of 2019. We can provide no assurance that we will not recognize additional tax provisions related to this uncertain tax liability as we learn additional facts and information, or that we will not ultimately incur a complete loss on the related tax positions, which is currently estimated to be $28.8 million (inclusive of the $12.1 million provision for the first quarter of 2019).
Loans, Deposits and Other Borrowings
Loans . Loans increased $387.6 million to approximately $25.4 billion at March 31, 2019 from December 31, 2018 . The increase was mainly due to continued strong quarter over quarter organic growth in commercial and industrial loans and commercial real estate loans, partially offset by moderate declines in construction and residential mortgage loans. During the first quarter of 2019 , we originated $89.6 million of residential mortgage loans for sale rather than held for investment and we also sold approximately $100 million of pre-existing loans from our residential mortgage loan portfolio. Residential mortgage loans held for sale totaled $31.9 million and $35.2 million at March 31, 2019 and December 31, 2018 , respectively.

4



Valley National Bancorp (NASDAQ: VLY)
2019 First Quarter Earnings
April 25, 2019



Deposits. Total deposits increased $454.5 million to approximately $24.9 billion at March 31, 2019 from December 31, 2018 largely due to increases in money market and NOW deposits driven by the continued success of commercial and consumer deposit initiatives commenced in the second half of 2018. Non-interest bearing deposits also increased by $176.6 million to $6.4 billion at March 31, 2019 from December 31, 2018 due to strong retail and commercial volumes, including one substantial commercial loan customer account. Brokered deposits totaling $3.2 billion (consisting of both time and money market deposit accounts) at March 31, 2019 remained relatively unchanged from December 31, 2018. Non-interest bearing deposits; savings, NOW, money market deposits; and time deposits represented approximately 25 percent , 46 percent and 29 percent of total deposits as of March 31, 2019 , respectively.
Other Borrowings. Short-term and long-term borrowings decreased $56.3 million and $154.5 million , respectively, at March 31, 2019 as compared to December 31, 2018 largely due to the repayment of matured FHLB advances and our ability to reduce wholesale funding because of deposit growth and the net proceeds from the sale leaseback transaction in the first quarter of 2019.
Credit Quality
Non-Performing Assets. Our past due loans and non-accrual loans discussed further below exclude PCI loans. Under U.S. GAAP, the PCI loans (acquired at a discount that is due, in part, to credit quality) are accounted for on a pool basis and are not subject to delinquency classification in the same manner as loans originated by Valley. Our PCI loan portfolio totaled $4.0 billion , or 15.8 percent , of our total loan portfolio at March 31, 2019 .
Total non-performing assets (NPAs), consisting of non-accrual loans, other real estate owned (OREO) and other repossessed assets increased $4.7 million to $103.4 million at March 31, 2019 as compared to December 31, 2018 mainly due to increase s of $5.0 million and $1.9 million in non-accrual loans and other repossessed assets, respectively, during the first quarter of 2019 , partially offset by a decline in OREO balances largely caused by sale activity. The increase in non-accrual loans was mainly due to taxi medallion loans within the commercial and industrial loan, while other repossessed assets increased due to our repossession of eight New York City (NYC) medallions from one non-performing loan relationship during the first quarter of 2019. Non-accrual loans increased to 0.37 percent of total loans at March 31, 2019 as compared to 0.35 percent of total loans at December 31, 2018 .
Total accruing past due loans (i.e., loans past due 30 days or more and still accruing interest) were $82.0 million , or 0.32 percent of total loans, at March 31, 2019 as compared to $67.7 million , or 0.27 percent of total loans, at December 31, 2018 . The $14.3 million increase from December 31, 2018 was partially due to a matured performing commercial real estate loan in the normal process of renewal totaling $15.0 million within the loans 30 - 59 days past due category, as well as a few other large commercial real estate loans within this past due category that are now current to their contractual payments.
During the first quarter of 2019 , we continued to closely monitor our NYC and Chicago taxi medallion loans totaling $118.8 million and $8.1 million, respectively, within the commercial and industrial loan portfolio at March 31, 2019 . While the vast majority of the taxi medallion loans are currently performing, continued negative trends in the market valuations of the underlying taxi medallion collateral due to competing car service providers and other external factors could impact the future performance and internal classification of this portfolio. At March 31, 2019 , the medallion portfolio included impaired loans totaling $79.6 million with related reserves of $29.6 million within the allowance for loan losses as compared to impaired loans totaling $73.7 million with related reserves of $27.9 million at

5



Valley National Bancorp (NASDAQ: VLY)
2019 First Quarter Earnings
April 25, 2019



December 31, 2018 . At March 31, 2019 , the impaired medallion loans largely consisted of $68.8 million of non-accrual taxi cab medallion loans classified as doubtful and $10.8 million of performing troubled debt restructured (TDR) loans classified as substandard loans. Additionally, Valley currently has $13.9 million of performing non-impaired taxi medallion loans which are scheduled to mature in 2019, and $19.2 million that mature between 2023 and 2028. If all of the loans with 2019 maturities became TDRs upon maturity and renewal, an additional reserve of $7.3 million would be required based on the allowance methodology at March 31, 2019
Allowance for Credit Losses. The following table summarizes the allocation of the allowance for credit losses to specific loan categories and the allocation as a percentage of each loan category (including PCI loans) at March 31, 2019 , December 31, 2018 , and March 31, 2018 :
 
 
March 31, 2019
 
December 31, 2018
 
March 31, 2018
 
 
 
 
Allocation
 
 
 
Allocation
 
 
 
Allocation
 
 
 
 
as a % of
 
 
 
as a % of
 
 
 
as a % of
 
 
Allowance
 
Loan
 
Allowance
 
Loan
 
Allowance
 
Loan
 
Allocation
 
Category
 
Allocation
 
Category
 
Allocation
 
Category
 
($ in thousands)
Loan Category:
 
 
 
 
 
 
 
 
 
 
 
Commercial and industrial loans*
$
99,210

 
2.20
%
 
$
95,392

 
2.20
%
 
$
70,388

 
1.94
%
Commercial real estate loans:
 
 
 
 
 
 
 
 
 
 
 
 
Commercial real estate
24,261

 
0.19
%
 
26,482

 
0.21
%
 
36,109

 
0.31
%
 
Construction
23,501

 
1.62
%
 
23,168

 
1.56
%
 
20,570

 
1.50
%
Total commercial real estate loans
47,762

 
0.34
%
 
49,650

 
0.36
%
 
56,679

 
0.43
%
Residential mortgage loans
5,139

 
0.13
%
 
5,041

 
0.12
%
 
4,100

 
0.12
%
Consumer loans:
 
 
 
 
 
 
 
 
 
 
 
 
Home equity
523

 
0.10
%
 
598

 
0.12
%
 
547

 
0.10
%
 
Auto and other consumer
6,327

 
0.29
%
 
5,614

 
0.26
%
 
4,990

 
0.25
%
Total consumer loans
6,850

 
0.25
%
 
6,212

 
0.23
%
 
5,537

 
0.22
%
Total allowance for credit losses
$
158,961

 
0.63
%
 
$
156,295

 
0.62
%
 
$
136,704

 
0.61
%
Allowance for credit losses as a %
 
 
 
 
 
 
 
 
 
 
 
of non-PCI loans
 
 
0.74
%
 
 
 
0.75
%
 
 
 
0.78
%
 
 
 
 
 
 
 
 
 
 
 
 
 
* Includes the reserve for unfunded letters of credit.
 
 
 
 
 
 
 
 
Our loan portfolio, totaling $25.4 billion at March 31, 2019 , had net loan charge-offs totaling $5.3 million and $1.0 million for the first quarter of 2019 and fourth quarter of 2018 , respectively, as compared to net recoveries of loan charge-offs totaling $1.3 million for the first quarter of 2018 . During the first quarter of 2019 , we recorded a $8.0 million provision for credit losses as compared to $7.9 million and $10.9 million for the fourth quarter of 2018 and the first quarter of 2018 , respectively. The first quarter of 2019 provision was largely due to additional allocated reserves for impaired taxi medallion loans, loan growth, and the moderate increase in charge-offs.

The allowance for credit losses, comprised of our allowance for loan losses and reserve for unfunded letters of credit, as a percentage of total loans was 0.63 percent , 0.62 percent and 0.61 percent at March 31, 2019 , December 31, 2018 and March 31, 2018 , respectively. At March 31, 2019 , the allowance allocations

6



Valley National Bancorp (NASDAQ: VLY)
2019 First Quarter Earnings
April 25, 2019



for losses as a percentage of total loans remained relatively stable as compared to December 31, 2018 for most loan categories.
Capital Adequacy
Valley's regulatory capital ratios continue to reflect its well capitalized position. Valley's total risk-based capital, Tier 1 capital, Tier 1 leverage capital, and common equity Tier 1 capital ratios were 11.37 percent, 9.38 percent, 7.58 percent and 8.53 percent, respectively, at March 31, 2019 .
Investor Conference Call
Valley will host a conference call with investors and the financial community at 11:00 AM Eastern Standard Time, today to discuss the first quarter 2019 earnings. Those wishing to participate in the call may dial toll-free (866) 354-0432. The teleconference will also be webcast live: https://edge.media-server.com/m6/p/pqcrcbis and archived on Valley's website through Friday, May 24, 2019. Investor presentation materials will be made available prior to the conference call at www.valley.com.
About Valley
As the principal subsidiary of Valley National Bancorp, Valley National Bank is a regional bank with approximately $32 billion in assets. Valley is committed to giving people and businesses the power to succeed. Valley operates over 200 branches across New Jersey, New York, Florida and Alabama, and is committed to providing the most convenient service, the latest innovations and an experienced and knowledgeable team dedicated to meeting customer needs. Helping communities grow and prosper is the heart of Valley’s corporate citizenship philosophy. To learn more about Valley, go to www.valley.com or call our Customer Service Center at 800-522-4100.
Forward Looking Statements
The foregoing contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Such statements are not historical facts and include expressions about management’s confidence and strategies and management’s expectations about new and existing programs and products, acquisitions, relationships, opportunities, taxation, technology, market conditions and economic expectations. These statements may be identified by such forward-looking terminology as “should,” “expect,” “believe,” “view,” “opportunity,” “allow,” “continues,” “reflects,” “typically,” “usually,” “anticipate,” or similar statements or variations of such terms. Such forward-looking statements involve certain risks and uncertainties. Actual results may differ materially from such forward-looking statements. Factors that may cause actual results to differ materially from those contemplated by such forward-looking statements include, but are not limited to:
due diligence issues or other matters prevent the expected sale and leaseback of three branch properties or expenses that reduce the additional pre-tax net gain expected to be recognized in the second quarter of 2019;
developments in the DC Solar bankruptcy and federal investigations that could require the recognition of additional tax provision charges related to uncertain tax liability positions;
higher or lower than expected income tax expense or tax rates, including increases or decreases resulting from changes in uncertain tax position liabilities, tax laws, regulations and case law;
weakness or a decline in the economy, mainly in New Jersey, New York, Florida and Alabama, as well as an unexpected decline in commercial real estate values within our market areas;

7



Valley National Bancorp (NASDAQ: VLY)
2019 First Quarter Earnings
April 25, 2019



the inability to grow customer deposits to keep pace with loan growth;
an increase in our allowance for credit losses due to higher than expected loan losses within one or more segments of our loan portfolio;
less than expected cost savings from Valley's branch transformation strategy and cost reduction plans;
greater than expected technology related costs due to, among other factors, prolonged or failed implementations, additional project staffing and obsolescence caused by continuous and rapid market innovations;
the loss of or decrease in lower-cost funding sources within our deposit base, including our inability to achieve deposit retention targets under Valley's branch transformation strategy;
cyber-attacks, computer viruses or other malware that may breach the security of our websites or other systems to obtain unauthorized access to confidential information, destroy data, disable or degrade service, or sabotage our systems;
results of examinations by the OCC, the FRB, the CFPB and other regulatory authorities, including the possibility that any such regulatory authority may, among other things, require us to increase our allowance for credit losses, write-down assets, reimburse customers, change the way we do business, or limit or eliminate certain other banking activities;
damage verdicts or settlements or restrictions related to existing or potential litigations arising from claims of breach of fiduciary responsibility, negligence, fraud, contractual claims, environmental laws, patent or trade mark infringement, employment related claims, and other matters;
changes in accounting policies or accounting standards, including the new authoritative accounting guidance (known as the current expected credit loss (CECL) model) which may increase the required level of our allowance for credit losses after adoption on January 1, 2020;
our inability or determination not to pay dividends at current levels, or at all, because of inadequate earnings, regulatory restrictions or limitations, changes in our capital requirements or a decision to increase capital by retaining more earnings;
unanticipated loan delinquencies, loss of collateral, decreased service revenues, and other potential negative effects on our business caused by severe weather or other external events;
unexpected significant declines in the loan portfolio due to the lack of economic expansion, increased competition, large prepayments, changes in regulatory lending guidance or other factors; and
the failure of other financial institutions with whom we have trading, clearing, counterparty and other financial relationships.
A detailed discussion of factors that could affect our results is included in our SEC filings, including the “Risk Factors” section of our Annual Report on Form 10-K for the year ended December 31, 2018.
We undertake no duty to update any forward-looking statement to conform the statement to actual results or changes in our expectations. Although we believe that the expectations reflected in the forward-looking statements are reasonable, we cannot guarantee future results, levels of activity, performance or achievements.  

# # #
-Tables to Follow-

8




VALLEY NATIONAL BANCORP
CONSOLIDATED FINANCIAL HIGHLIGHTS



SELECTED FINANCIAL DATA
 
Three Months Ended
 
March 31,
 
December 31,
 
March 31,
($ in thousands, except for share data)
2019
 
2018
 
2018
FINANCIAL DATA:
 
 
 
 
 
Net interest income
$
218,648

 
$
222,053

 
$
207,598

Net interest income - FTE (1)
219,925

 
223,414

 
209,120

Non-interest income
107,673

 
34,694

 
32,251

Non-interest expense
147,795

 
153,712

 
173,752

Income tax expense
57,196

 
18,074

 
13,184

Net income
113,330

 
77,102

 
41,965

Dividends on preferred stock
3,172

 
3,172

 
3,172

Net income available to common shareholders
$
110,158

 
$
73,930

 
$
38,793

Weighted average number of common shares outstanding:
 
 
 
 
 
Basic
331,601,260

 
331,492,648

 
330,727,416

Diluted
332,834,466

 
332,856,385

 
332,465,527

Per common share data:
 
 
 
 
 
Basic earnings
$
0.33

 
$
0.22

 
$
0.12

Diluted earnings
0.33

 
0.22

 
0.12

Cash dividends declared
0.11

 
0.11

 
0.11

Closing stock price - high
10.73

 
11.51

 
13.38

Closing stock price - low
9.00

 
8.45

 
11.19

CORE ADJUSTED FINANCIAL DATA:   (2)
 
 
 
 
 
Net income available to common shareholders, as adjusted
$
71,764

 
$
69,478

 
$
58,549

Basic earnings per share, as adjusted
0.22

 
0.21

 
0.18

Diluted earnings per share, as adjusted
0.22

 
0.21

 
0.18

FINANCIAL RATIOS:
 
 
 
 
 
Net interest margin
2.96
%
 
3.08
%
 
3.10
%
Net interest margin - FTE (1)
2.98

 
3.10

 
3.13

Annualized return on average assets
1.40

 
0.98

 
0.57

Annualized return on avg. shareholders' equity
13.35

 
9.23

 
5.10

Annualized return on avg. tangible shareholders' equity (2)
20.29

 
14.17

 
7.90

Efficiency ratio (3)
45.29

 
59.87

 
72.44

CORE ADJUSTED FINANCIAL RATIOS:   (2)
 
 
 
 
 
Annualized return on average assets, as adjusted
0.93
%
 
0.93
%
 
0.84
%
Annualized return on average shareholders' equity, as adjusted
8.83

 
8.70

 
7.50

Annualized return on average tangible shareholders' equity, as adjusted
13.42

 
13.36

 
11.61

Efficiency ratio, as adjusted
54.79

 
56.68

 
60.03

AVERAGE BALANCE SHEET ITEMS:
 
 
 
 
Assets
$
32,296,070

 
$
31,328,729

 
$
29,291,703

Interest earning assets
29,562,907

 
28,806,620

 
26,750,806

Loans
25,254,733

 
24,530,919

 
22,302,991

Interest bearing liabilities
22,344,028

 
21,515,197

 
19,690,165

Deposits
24,782,759

 
23,702,885

 
21,882,034

Shareholders' equity
3,394,688

 
3,340,411

 
3,289,815


9




VALLEY NATIONAL BANCORP
CONSOLIDATED FINANCIAL HIGHLIGHTS



 
As Of
BALANCE SHEET ITEMS:
March 31,
 
December 31,
 
September 30,
 
June 30,
 
March 31,
(In thousands)
2019
 
2018
 
2018
 
2018
 
2018
Assets
$
32,476,991

 
$
31,863,088

 
$
30,881,948

 
$
30,182,979

 
$
29,464,357

Total loans
25,423,118

 
25,035,469

 
24,111,290

 
23,234,716

 
22,552,767

Non-PCI loans
21,418,778

 
20,845,383

 
19,681,255

 
18,587,015

 
17,636,934

Deposits
24,907,496

 
24,452,974

 
22,588,272

 
21,640,772

 
21,959,846

Shareholders' equity
3,444,879

 
3,350,454

 
3,302,936

 
3,277,312

 
3,245,003

 
 
 
 
 
 
 
 
 
 
LOANS:
 
 
 
 
 
 
 
 
 
(In thousands)
 
 
 
 
 
 
 
 
 
Commercial and industrial
$
4,504,927

 
$
4,331,032

 
$
4,015,280

 
$
3,829,525

 
$
3,631,597

Commercial real estate:
 
 
 
 
 
 
 
 
 
Commercial real estate
12,665,425

 
12,407,275

 
12,251,231

 
11,913,830

 
11,706,228

Construction
1,454,199

 
1,488,132

 
1,416,259

 
1,376,732

 
1,372,508

 Total commercial real estate
14,119,624

 
13,895,407

 
13,667,490

 
13,290,562

 
13,078,736

Residential mortgage
4,071,237

 
4,111,400

 
3,782,972

 
3,528,682

 
3,321,560

Consumer:
 
 
 
 
 
 
 
 
 
Home equity
513,066

 
517,089

 
521,797

 
520,849

 
549,329

Automobile
1,347,759

 
1,319,571

 
1,288,902

 
1,281,735

 
1,222,721

Other consumer
866,505

 
860,970

 
834,849

 
783,363

 
748,824

Total consumer loans
2,727,330

 
2,697,630

 
2,645,548

 
2,585,947

 
2,520,874

Total loans
$
25,423,118

 
$
25,035,469

 
$
24,111,290

 
$
23,234,716

 
$
22,552,767

 
 
 
 
 
 
 
 
 
 
CAPITAL RATIOS:
 
 
 
 
 
 
 
 
 
Book value per common share
$
9.75

 
$
9.48

 
$
9.33

 
$
9.26

 
$
9.16

Tangible book value per common share (2)
6.26

 
5.97

 
5.81

 
5.75

 
5.65

Tangible common equity to tangible assets (2)
6.63
%
 
6.45
%
 
6.48
%
 
6.56
%
 
6.61
%
Tier 1 leverage capital
7.58

 
7.57

 
7.63

 
7.72

 
7.71

Common equity tier 1 capital
8.53

 
8.43

 
8.56

 
8.71

 
8.77

Tier 1 risk-based capital
9.38

 
9.30

 
9.46

 
9.65

 
9.73

Total risk-based capital
11.37

 
11.34

 
11.55

 
11.77

 
11.89





10




VALLEY NATIONAL BANCORP
CONSOLIDATED FINANCIAL HIGHLIGHTS



 
Three Months Ended
ALLOWANCE FOR CREDIT LOSSES:
March 31,
 
December 31,
 
March 31,
($ in thousands)
2019
 
2018
 
2018
Beginning balance - Allowance for credit losses
$
156,295

 
$
149,475

 
$
124,452

Loans charged-off:
 
 
 
 
 
Commercial and industrial
(4,282
)
 
(909
)
 
(131
)
Commercial real estate

 

 
(310
)
Construction

 

 

Residential mortgage
(15
)
 
(56
)
 
(68
)
Total Consumer
(2,028
)
 
(1,194
)
 
(1,211
)
Total loans charged-off
(6,325
)
 
(2,159
)
 
(1,720
)
Charged-off loans recovered:
 
 
 
 
 
Commercial and industrial
483

 
566

 
2,107

Commercial real estate
21

 
21

 
369

Construction

 

 

Residential mortgage
1

 
3

 
80

Total Consumer
486

 
530

 
468

Total loans recovered
991

 
1,120

 
3,024

Net (charge-offs) recoveries
(5,334
)
 
(1,039
)
 
1,304

Provision for credit losses
8,000

 
7,859

 
10,948

Ending balance - Allowance for credit losses
$
158,961

 
$
156,295

 
$
136,704

Components of allowance for credit losses:
 
 
 
 
 
Allowance for loan losses
$
154,381

 
$
151,859

 
$
132,862

Allowance for unfunded letters of credit
4,580

 
4,436

 
3,842

Allowance for credit losses
$
158,961

 
$
156,295

 
$
136,704

Components of provision for credit losses:
 
 
 
 
 
Provision for loan losses
$
7,856

 
$
7,935

 
$
10,702

Provision for unfunded letters of credit
144

 
(76
)
 
246

Provision for credit losses
$
8,000

 
$
7,859

 
$
10,948

Annualized ratio of total net charge-offs (recoveries) to average loans
0.08
%
 
0.02
%
 
(0.02
)%
Allowance for credit losses as a % of non-PCI loans
0.74
%
 
0.75
%
 
0.78
 %
Allowance for credit losses as a % of total loans
0.63
%
 
0.62
%
 
0.61
 %

11




VALLEY NATIONAL BANCORP
CONSOLIDATED FINANCIAL HIGHLIGHTS



 
As of
ASSET QUALITY:   (4)
March 31,
 
December 31,
 
September 30,
 
June 30,
 
March 31,
($ in thousands)
2019
 
2018
 
2018
 
2018
 
2018
Accruing past due loans:
 
 
 
 
 
 
 
 
 
30 to 59 days past due:
 
 
 
 
 
 
 
 
 
Commercial and industrial
$
5,120

 
$
13,085

 
$
9,462

 
$
6,780

 
$
5,405

Commercial real estate
39,362

 
9,521

 
3,387

 
4,323

 
3,699

Construction
1,911

 
2,829

 
15,576

 
175

 
532

Residential mortgage
15,856

 
16,576

 
10,058

 
7,961

 
6,460

Total Consumer
6,647

 
9,740

 
7,443

 
6,573

 
5,244

Total 30 to 59 days past due
68,896

 
51,751

 
45,926

 
25,812

 
21,340

60 to 89 days past due:
 
 
 
 
 
 
 
 
 
Commercial and industrial
1,756

 
3,768

 
1,431

 
1,533

 
804

Commercial real estate
2,156

 
530

 
2,502

 

 

Construction

 

 
36

 

 
1,099

Residential mortgage
3,635

 
2,458

 
3,270

 
1,978

 
4,081

Total Consumer
990

 
1,386

 
1,249

 
860

 
1,489

Total 60 to 89 days past due
8,537

 
8,142

 
8,488

 
4,371

 
7,473

90 or more days past due:
 
 
 
 
 
 
 
 
 
Commercial and industrial
2,670

 
6,156

 
1,618

 
560

 
653

Commercial real estate

 
27

 
27

 
27

 
27

Construction

 

 

 

 

Residential mortgage
1,402

 
1,288

 
1,877

 
2,324

 
3,361

Total Consumer
523

 
341

 
282

 
198

 
372

Total 90 or more days past due
4,595

 
7,812

 
3,804

 
3,109

 
4,413

Total accruing past due loans
$
82,028

 
$
67,705

 
$
58,218

 
$
33,292

 
$
33,226

Non-accrual loans:
 
 
 
 
 
 
 
 
 
Commercial and industrial
$
76,270

 
$
70,096

 
$
52,929

 
$
53,596

 
$
25,112

Commercial real estate
2,663

 
2,372

 
7,103

 
7,452

 
8,679

Construction
378

 
356

 

 
1,100

 
732

Residential mortgage
11,921

 
12,917

 
16,083

 
19,303

 
22,694

Total Consumer
2,178

 
2,655

 
2,248

 
3,003

 
3,104

Total non-accrual loans
93,410

 
88,396

 
78,363

 
84,454

 
60,321

Other real estate owned (OREO)
7,317

 
9,491

 
9,863

 
11,760

 
13,773

Other repossessed assets
2,628

 
744

 
445

 
864

 
858

Total non-performing assets
$
103,355

 
$
98,631

 
$
88,671

 
$
97,078

 
$
74,952

Performing troubled debt restructured loans
$
73,081

 
$
77,216

 
$
81,141

 
$
83,694

 
$
116,414

Total non-accrual loans as a % of loans
0.37
%
 
0.35
%
 
0.33
%
 
0.36
%
 
0.27
%
Total accruing past due and non-accrual loans as a % of loans
0.69
%
 
0.62
%
 
0.57
%
 
0.51
%
 
0.41
%
Allowance for losses on loans as a % of non-accrual loans
165.27
%
 
171.79
%
 
184.99
%
 
164.30
%
 
220.26
%
Non-performing purchased credit-impaired loans (5)
$
56,182

 
$
56,125

 
$
75,422

 
$
57,311

 
$
62,857




12




VALLEY NATIONAL BANCORP
CONSOLIDATED FINANCIAL HIGHLIGHTS



NOTES TO SELECTED FINANCIAL DATA
(1)
Net interest income and net interest margin are presented on a tax equivalent basis using a 21 percent federal tax rate. Valley believes that this presentation provides comparability of net interest income and net interest margin arising from both taxable and tax-exempt sources and is consistent with industry practice and SEC rules.
(2)
This press release contains certain supplemental financial information, described in the Notes below, which has been determined by methods other than U.S. Generally Accepted Accounting Principles ("GAAP") that management uses in its analysis of Valley's performance. Management believes these non-GAAP financial measures provide information useful to investors in understanding Valley's financial results. Specifically, Valley provides measures based on what it believes are its operating earnings on a consistent basis and excludes material non-core operating items which affect the GAAP reporting of results of operations. Management utilizes these measures for internal planning and forecasting purposes. Management believes that Valley's presentation and discussion, together with the accompanying reconciliations, provides a complete understanding of factors and trends affecting Valley's business and allows investors to view performance in a manner similar to management. These non-GAAP measures should not be considered a substitute for GAAP basis measures and results and Valley strongly encourages investors to review its consolidated financial statements in their entirety and not to rely on any single financial measure. Because non-GAAP financial measures are not standardized, it may not be possible to compare these financial measures with other companies' non-GAAP financial measures having the same or similar names.
 
Three Months Ended
 
March 31,
 
December 31,
 
March 31,
($ in thousands, except for share data)
2019
 
2018
 
2018
Adjusted net income available to common shareholders:
 
 
 
 
 
Net income, as reported
$
113,330

 
$
77,102

 
$
41,965

Less: Gain on sale leaseback transactions (net of tax) (a)
(55,707
)
 

 

Less: Gain on the sale of Visa Class B shares (net of tax) (b)

 
(4,677
)
 

Add: Losses on securities transaction (net of tax)
23

 
1,047

 
548

Add: Severance expense (net of tax) (c)
3,433

 
1,907

 

Add: Tax credit investment impairment (net of tax) (d)
1,757

 

 

Add: Legal expenses (litigation reserve impact only, net of tax)

 

 
7,520

Add: Merger related expenses (net of tax) (e)

 
(455
)
 
9,688

Add: Income tax expense (benefit) (f)
12,100

 
(2,274
)
 
2,000

Net income, as adjusted
$
74,936

 
$
72,650

 
$
61,721

Dividends on preferred stock
3,172

 
3,172

 
3,172

Net income available to common shareholders, as adjusted
$
71,764

 
$
69,478

 
$
58,549

__________
 
 
 
 
 
(a) The gain on sale leaseback transactions is included in gains on the sales of assets within other non-interest income.
(b) The gain from the sale of non-marketable securities in included within other non-interest income.
(c) Severance expense is included in salary and employee benefits expense.
(d) Impairment is included in the amortization of tax credit investments.
(e) Merger related expenses are primarily within salary and employee benefits and other expense.
(f) Income tax expense (benefit) related to reserves for uncertain tax positions in 2019 and USAB and the Tax Act in the 2018 periods.
Adjusted per common share data:
 
 
 
 
 
Net income available to common shareholders, as adjusted
$
71,764

 
$
69,478

 
$
58,549

Average number of shares outstanding
331,601,260

 
331,492,648

 
330,727,416

Basic earnings, as adjusted
$
0.22

 
$
0.21

 
$
0.18

Average number of diluted shares outstanding
332,834,466

 
332,856,385

 
332,465,527

Diluted earnings, as adjusted
$
0.22

 
$
0.21

 
$
0.18

Adjusted annualized return on average tangible shareholders' equity:
 
 
 
 
 
Net income, as adjusted
$
74,936

 
$
72,650

 
$
61,721

Average shareholders' equity
3,394,688

 
3,340,411

 
3,289,815

Less: Average goodwill and other intangible assets
1,160,510

 
1,164,638

 
1,164,230

Average tangible shareholders' equity
$
2,234,178

 
$
2,175,773

 
$
2,125,585

Annualized return on average tangible shareholders' equity, as adjusted
13.42
%
 
13.36
%
 
11.61
%
Adjusted annualized return on average assets:
 
 
 
 
 
Net income, as adjusted
$
74,936

 
$
72,650

 
$
61,721

Average assets
$
32,296,070

 
$
31,328,729

 
$
29,291,703

Annualized return on average assets, as adjusted
0.93
%
 
0.93
%
 
0.84
%

13




VALLEY NATIONAL BANCORP
CONSOLIDATED FINANCIAL HIGHLIGHTS



 
Three Months Ended
 
March 31,
 
December 31,
 
March 31,
($ in thousands)
2019
 
2018
 
2018
Adjusted annualized return on average shareholders' equity:


 


 


Net income, as adjusted
$
74,936

 
$
72,650

 
$
61,721

Average shareholders' equity
$
3,394,688

 
$
3,340,411

 
$
3,289,815

Annualized return on average shareholders' equity, as adjusted
8.83
%
 
8.70
%
 
7.50
%
Annualized return on average tangible shareholders' equity:
 
 
 
 
 
Net income, as reported
$
113,330

 
$
77,102

 
$
41,965

Average shareholders' equity
3,394,688

 
3,340,411

 
3,289,815

Less: Average goodwill and other intangible assets
1,160,510

 
1,164,638

 
1,164,230

Average tangible shareholders' equity
$
2,234,178

 
$
2,175,773

 
$
2,125,585

Annualized return on average tangible shareholders' equity
20.29
%
 
14.17
%
 
7.90
%
Adjusted efficiency ratio:
 
 
 
 
 
Non-interest expense, as reported
$
147,795

 
$
153,712

 
$
173,752

Less: Severance expense (pre-tax)
4,838

 
2,662

 

Less: Legal expenses (litigation reserve impact only, pre-tax)

 

 
10,500

Less: Merger-related expenses (pre-tax)

 
(635
)
 
13,528

Less: Amortization of tax credit investments (pre-tax)
7,173

 
9,044

 
5,274

Non-interest expense, as adjusted
$
135,784

 
$
142,641

 
$
144,450

Net interest income
218,648

 
222,053

 
207,598

Non-interest income, as reported
107,673

 
34,694

 
32,251

Add: Losses on securities transactions, net (pre-tax)
32

 
1,462

 
765

Less: Gain on sale leaseback transaction (pre-tax)
78,505

 

 

Less: Gain on Sale of Visa Class B shares (pre-tax)

 
6,530

 

Non-interest income, as adjusted
$
29,200

 
$
29,626

 
$
33,016

Gross operating income, as adjusted
$
247,848

 
$
251,679

 
$
240,614

Efficiency ratio, as adjusted
54.79
%
 
56.68
%
 
60.03
%
 
As of
 
March 31,
 
December 31,
 
September 30,
 
June 30,
 
March 31,
($ in thousands, except for share data)
2019
 
2018
 
2018
 
2018
 
2018
Tangible book value per common share:
 
 
 
 
 
 
 
 
 
Common shares outstanding
331,732,636

 
331,431,217

 
331,501,424

 
331,454,025

 
331,189,859

Shareholders' equity
$
3,444,879

 
$
3,350,454

 
$
3,302,936

 
$
3,277,312

 
$
3,245,003

Less: Preferred stock
209,691

 
209,691

 
209,691

 
209,691

 
209,691

Less: Goodwill and other intangible assets
1,158,245

 
1,161,655

 
1,166,481

 
1,162,858

 
1,165,379

Tangible common shareholders' equity
$
2,076,943

 
$
1,979,108

 
$
1,926,764

 
$
1,904,763

 
$
1,869,933

Tangible book value per common share
$
6.26

 
$
5.97

 
$
5.81

 
$
5.75

 
$
5.65

Tangible common equity to tangible assets:
 
 
 
 
 
 
 
 
Tangible common shareholders' equity
$
2,076,943

 
$
1,979,108

 
$
1,926,764

 
$
1,904,763

 
$
1,869,933

Total assets
32,476,991

 
31,863,088

 
30,881,948

 
30,182,979

 
29,464,357

Less: Goodwill and other intangible assets
1,158,245

 
1,161,655

 
1,166,481

 
1,162,858

 
1,165,379

Tangible assets
$
31,318,746

 
$
30,701,433

 
$
29,715,467

 
$
29,020,121

 
$
28,298,978

Tangible common equity to tangible assets
6.63
%
 
6.45
%
 
6.48
%
 
6.56
%
 
6.61
%

14




VALLEY NATIONAL BANCORP
CONSOLIDATED FINANCIAL HIGHLIGHTS



(3)
The efficiency ratio measures Valley's total non-interest expense as a percentage of net interest income plus total non-interest income.
(4)
Past due loans and non-accrual loans exclude purchased credit-impaired (PCI) loans. PCI loans are accounted for on a pool basis under U.S. GAAP and are not subject to delinquency classification in the same manner as loans originated by Valley.
(5)
Represent PCI loans meeting Valley's definition of non-performing loan (i.e., non-accrual loans), but are not subject to such classification under U.S. GAAP because the loans are accounted for on a pooled basis and are excluded from the non-accrual loans in the table above.
SHAREHOLDERS RELATIONS
Requests for copies of reports and/or other inquiries should be directed to Tina Zarkadas, Assistant Vice President, Shareholder Relations Specialist, Valley National Bancorp, 1455 Valley Road, Wayne, New Jersey, 07470, by telephone at (973) 305-3380, by fax at (973) 305-1364 or by e-mail at tzarkadas@valley.com.


15




VALLEY NATIONAL BANCORP
CONSOLIDATED STATEMENTS OF FINANCIAL CONDITION
(in thousands, except for share data)


 
March 31,
 
December 31,
 
2019
 
2018
 
 (Unaudited)
 
 
Assets
 
 
 
Cash and due from banks
$
282,250

 
$
251,541

Interest bearing deposits with banks
184,347

 
177,088

Investment securities:
 
 
 
Held to maturity (fair value of $2,066,970 at March 31, 2019 and $2,034,943 at December 31, 2018)
2,074,399

 
2,068,246

Available for sale
1,723,106

 
1,749,544

Total investment securities
3,797,505

 
3,817,790

Loans held for sale, at fair value
31,903

 
35,155

Loans
25,423,118

 
25,035,469

Less: Allowance for loan losses
(154,381
)
 
(151,859
)
Net loans
25,268,737

 
24,883,610

Premises and equipment, net
312,677

 
341,630

Lease right-of-use assets
289,669

 

Bank owned life insurance
440,845

 
439,602

Accrued interest receivable
100,722

 
95,296

Goodwill
1,084,665

 
1,084,665

Other intangible assets, net
73,580

 
76,990

Other assets
610,091

 
659,721

Total Assets
$
32,476,991

 
$
31,863,088

Liabilities
 
 
 
Deposits:
 
 
 
Non-interest bearing
$
6,352,135

 
$
6,175,495

Interest bearing:
 
 
 
Savings, NOW and money market
11,447,043

 
11,213,495

Time
7,108,318

 
7,063,984

Total deposits
24,907,496

 
24,452,974

Short-term borrowings
2,062,576

 
2,118,914

Long-term borrowings
1,499,727

 
1,654,268

Junior subordinated debentures issued to capital trusts
55,457

 
55,370

Lease liabilities
313,525

 
3,125

Accrued expenses and other liabilities
193,331

 
227,983

Total Liabilities
29,032,112

 
28,512,634

Shareholders’ Equity
 
 
 
Preferred stock, no par value; 50,000,000 authorized shares:
 
 
 
Series A (4,600,000 shares issued at March 31, 2019 and December 31, 2018)
111,590

 
111,590

Series B (4,000,000 shares issued at March 31, 2019 and December 31, 2018)
98,101

 
98,101

Common stock (no par value, authorized 450,000,000 shares; issued 332,062,473 shares at March 31, 2019 and 331,634,951 shares at December 31, 2018)
116,466

 
116,240

Surplus
2,799,434

 
2,796,499

Retained earnings
375,983

 
299,642

Accumulated other comprehensive loss
(53,257
)
 
(69,431
)
Treasury stock, at cost (329,837 common shares at March 31, 2019 and 203,734 common shares at December 31, 2018)
(3,438
)
 
(2,187
)
Total Shareholders’ Equity
3,444,879

 
3,350,454

Total Liabilities and Shareholders’ Equity
$
32,476,991

 
$
31,863,088


16




VALLEY NATIONAL BANCORP
CONSOLIDATED STATEMENTS OF INCOME (Unaudited)
(in thousands, except for share data)


 
Three Months Ended
 
March 31,
 
December 31,
 
March 31,
 
2019
 
2018
 
2018
Interest Income
 
 
 
 
 
Interest and fees on loans
$
288,277

 
$
282,847

 
$
237,586

Interest and dividends on investment securities:
 
 
 
 
 
Taxable
22,876

 
22,399

 
21,323

Tax-exempt
4,804

 
5,121

 
5,721

Dividends
3,174

 
3,561

 
1,939

Interest on federal funds sold and other short-term investments
1,093

 
666

 
926

Total interest income
320,224

 
314,594

 
267,495

Interest Expense
 
 
 
 
 
Interest on deposits:
 
 
 
 
 
Savings, NOW and money market
36,283

 
32,546

 
22,317

Time
38,171

 
30,599

 
14,616

Interest on short-term borrowings
12,549

 
14,092

 
5,732

Interest on long-term borrowings and junior subordinated debentures
14,573

 
15,304

 
17,232

Total interest expense
101,576

 
92,541

 
59,897

Net Interest Income
218,648

 
222,053

 
207,598

Provision for credit losses
8,000

 
7,859

 
10,948

Net Interest Income After Provision for Credit Losses
210,648

 
214,194

 
196,650

Non-Interest Income
 
 
 
 
 
Trust and investment services
2,904

 
2,998

 
3,230

Insurance commissions
2,525

 
3,720

 
3,821

Service charges on deposit accounts
5,903

 
6,288

 
7,253

Losses on securities transactions, net
(32
)
 
(1,462
)
 
(765
)
Fees from loan servicing
2,430

 
2,478

 
2,223

Gains on sales of loans, net
4,576

 
2,372

 
6,753

Gains (losses) on sales of assets, net
77,720

 
(280
)
 
(97
)
Bank owned life insurance
1,887

 
1,731

 
1,763

Other
9,760

 
16,849

 
8,070

Total non-interest income
107,673

 
34,694

 
32,251

Non-Interest Expense
 
 
 
 
 
Salary and employee benefits expense
83,105

 
80,802

 
93,292

Net occupancy and equipment expense
27,886

 
27,643

 
27,924

FDIC insurance assessment
6,121

 
7,303

 
5,498

Amortization of other intangible assets
4,311

 
4,809

 
4,293

Professional and legal fees
5,271

 
5,119

 
17,047

Amortization of tax credit investments
7,173

 
9,044

 
5,274

Telecommunication expense
2,268

 
2,166

 
3,594

Other
11,660

 
16,826

 
16,830

Total non-interest expense
147,795

 
153,712

 
173,752

Income Before Income Taxes
170,526

 
95,176

 
55,149

Income tax expense
57,196

 
18,074

 
13,184

Net Income
113,330

 
77,102

 
41,965

Dividends on preferred stock
3,172

 
3,172

 
3,172

Net Income Available to Common Shareholders
$
110,158

 
$
73,930

 
$
38,793

Earnings Per Common Share:
 
 
 
 
 
Basic
$
0.33

 
$
0.22

 
$
0.12

Diluted
0.33

 
0.22

 
0.12

Cash Dividends Declared per Common Share
0.11

 
0.11

 
0.11

Weighted Average Number of Common Shares Outstanding:
 
 
 
 
 
Basic
331,601,260

 
331,492,648

 
330,727,416

Diluted
332,834,466

 
332,856,385

 
332,465,527


17



VALLEY NATIONAL BANCORP
Quarterly Analysis of Average Assets, Liabilities and Shareholders' Equity and
Net Interest Income on a Tax Equivalent Basis
 
 
Three Months Ended
 
March 31, 2019
 
December 31, 2018
 
March 31, 2018
 
 Average
 
 
 
Avg.
 
 Average
 
 
 
Avg.
 
 Average
 
 
 
Avg.
($ in thousands)
 Balance
 
Interest
 
Rate
 
 Balance
 
Interest
 
Rate
 
 Balance
 
Interest
 
Rate
Assets
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Interest earning assets:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Loans (1)(2)
$
25,254,733

 
$
288,277

 
4.57
%
 
$
24,530,919

 
$
282,847

 
4.61
%
 
$
22,302,991

 
$
237,587

 
4.26
%
Taxable investments (3)
3,390,609

 
26,050

 
3.07
%
 
3,398,396

 
25,960

 
3.06
%
 
3,401,743

 
23,262

 
2.74
%
Tax-exempt investments (1)(3)
689,675

 
6,081

 
3.53
%
 
713,552

 
6,482

 
3.63
%
 
741,001

 
7,242

 
3.91
%
Interest bearing deposits with banks
227,890

 
1,093

 
1.92
%
 
163,753

 
666

 
1.63
%
 
305,071

 
926

 
1.21
%
Total interest earning assets
29,562,907

 
321,501

 
4.35
%
 
28,806,620

 
315,955

 
4.39
%
 
26,750,806

 
269,017


4.02
%
Other assets
2,733,163

 
 
 
 
 
2,522,109

 
 
 
 
 
2,540,897

 
 
 
 
Total assets
$
32,296,070

 
 
 
 
 
$
31,328,729

 
 
 
 
 
$
29,291,703

 
 
 
 
Liabilities and shareholders' equity
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Interest bearing liabilities:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Savings, NOW and money market deposits
$
11,450,943

 
$
36,283

 
1.27
%
 
$
11,186,180

 
$
32,546

 
1.16
%
 
$
11,175,982

 
$
22,317

 
0.80
%
Time deposits
7,214,863

 
38,171

 
2.12
%
 
6,245,803

 
30,599

 
1.96
%
 
4,594,368

 
14,616

 
1.27
%
Short-term borrowings
2,011,428

 
12,549

 
2.50
%
 
2,316,020

 
14,092

 
2.43
%
 
1,487,272

 
5,732

 
1.54
%
Long-term borrowings  (4)
1,666,794

 
14,573

 
3.50
%
 
1,767,194

 
15,304

 
3.46
%
 
2,432,543

 
17,232

 
2.83
%
Total interest bearing liabilities
22,344,028

 
101,576

 
1.82
%
 
21,515,197

 
92,541

 
1.72
%
 
19,690,165

 
59,897

 
1.22
%
Non-interest bearing deposits
6,116,953

 
 
 
 
 
6,270,902

 
 
 
 
 
6,111,684

 
 
 
 
Other liabilities
440,401

 
 
 
 
 
202,219

 
 
 
 
 
200,039

 
 
 
 
Shareholders' equity
3,394,688

 
 
 
 
 
3,340,411

 
 
 
 
 
3,289,815

 
 
 
 
Total liabilities and shareholders' equity
$
32,296,070

 
 
 
 
 
$
31,328,729

 
 
 
 
 
$
29,291,703

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Net interest income/interest rate spread (5)
 
 
$
219,925

 
2.53
%
 
 
 
$
223,414

 
2.67
%
 
 
 
$
209,120

 
2.80
%
Tax equivalent adjustment
 
 
(1,277
)
 
 
 
 
 
(1,361
)
 
 
 
 
 
(1,522
)
 
 
Net interest income, as reported
 
 
$
218,648

 
 
 
 
 
$
222,053

 
 
 
 
 
$
207,598

 
 
Net interest margin (6)
 
 
 
 
2.96
%
 


 
 
 
3.08
%
 
 
 
 
 
3.10
%
Tax equivalent effect
 
 
 
 
0.02
%
 
 
 
 
 
0.02
%
 
 
 
 
 
0.03
%
Net interest margin on a fully tax equivalent basis (6)
 
 
 
 
2.98
%
 
 
 
 
 
3.10
%
 
 
 
 
 
3.13
%
 
(1)
Interest income is presented on a tax equivalent basis using a 21 percent federal tax rate.
(2)
Loans are stated net of unearned income and include non-accrual loans.
(3)
The yield for securities that are classified as available for sale is based on the average historical amortized cost.
(4)
Includes junior subordinated debentures issued to capital trusts which are presented separately on the consolidated statements of condition.
(5)
Interest rate spread represents the difference between the average yield on interest earning assets and the average cost of interest bearing liabilities and is presented on a fully tax equivalent basis.
(6)
Net interest income as a percentage of total average interest earning assets.

18

Exhibit 99.2 1Q19 Earnings Presentation April 25, 2019


 
Forward Looking Statements The foregoing contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Such statements are not historical facts and include expressions about management’s confidence and strategies and management’s expectations about new and existing programs and products, acquisitions, relationships, opportunities, taxation, technology, market conditions and economic expectations. These statements may be identified by such forward-looking terminology as “should,” “expect,” “believe,” “view,” “opportunity,” “allow,” “continues,” “reflects,” “typically,” “usually,” “anticipate,” or similar statements or variations of such terms. Such forward-looking statements involve certain risks and uncertainties. Actual results may differ materially from such forward-looking statements. Factors that may cause actual results to differ materially from those contemplated by such forward-looking statements include, but are not limited to: due diligence issues or other matters prevent the expected sale and leaseback of three branch properties or expenses that reduce the additional pre-tax net gain expected to be recognized in the second quarter of 2019; developments in the DC Solar bankruptcy and federal investigations that could require the recognition of additional tax provision charges related to uncertain tax liability positions; higher or lower than expected income tax expense or tax rates, including increases or decreases resulting from changes in uncertain tax position liabilities, tax laws, regulations and case law; weakness or a decline in the economy, mainly in New Jersey, New York, Florida and Alabama, as well as an unexpected decline in commercial real estate values within our market areas; the inability to grow customer deposits to keep pace with loan growth; an increase in our allowance for credit losses due to higher than expected loan losses within one or more segments of our loan portfolio; less than expected cost savings from Valley's branch transformation strategy and cost reduction plans; greater than expected technology related costs due to, among other factors, prolonged or failed implementations, additional project staffing and obsolescence caused by continuous and rapid market innovations; the loss of or decrease in lower-cost funding sources within our deposit base, including our inability to achieve deposit retention targets under Valley's branch transformation strategy; cyber-attacks, computer viruses or other malware that may breach the security of our websites or other systems to obtain unauthorized access to confidential information, destroy data, disable or degrade service, or sabotage our systems; results of examinations by the OCC, the FRB, the CFPB and other regulatory authorities, including the possibility that any such regulatory authority may, among other things, require us to increase our allowance for credit losses, write-down assets, reimburse customers, change the way we do business, or limit or eliminate certain other banking activities; damage verdicts or settlements or restrictions related to existing or potential litigations arising from claims of breach of fiduciary responsibility, negligence, fraud, contractual claims, environmental laws, patent or trade mark infringement, employment related claims, and other matters; changes in accounting policies or accounting standards, including the new authoritative accounting guidance (known as the current expected credit loss (CECL) model) which may increase the required level of our allowance for credit losses after adoption on January 1, 2020; our inability or determination not to pay dividends at current levels, or at all, because of inadequate earnings, regulatory restrictions or limitations, changes in our capital requirements or a decision to increase capital by retaining more earnings; unanticipated loan delinquencies, loss of collateral, decreased service revenues, and other potential negative effects on our business caused by severe weather or other external events; unexpected significant declines in the loan portfolio due to the lack of economic expansion, increased competition, large prepayments, changes in regulatory lending guidance or other factors; and the failure of other financial institutions with whom we have trading, clearing, counterparty and other financial relationships. A detailed discussion of factors that could affect our results is included in our SEC filings, including the “Risk Factors” section of our Annual Report on Form 10-K for the year ended December 31, 2018. We undertake no duty to update any forward-looking statement to conform the statement to actual results or changes in our expectations. Although we believe that the expectations reflected in the forward-looking statements are reasonable, we cannot guarantee future results, levels of activity, performance or achievements.


 
Executing on Stated Goals 3 Focused on 3 core principles to enhance shareholder returns over the long-term 1 Growth Profile Greater Efficiency Revenue Diversification 3 (Annual Loan Growth) 2 (Efficiency Ratio) 3 (Non-interest income/Operating Revenue) 13.5% 33.0% 65.96% 63.46% 58.93% 57.90% 6.2% 54.79% 5.3% 5.2% 4.1% 14.5% 13.5% 14.5% 13.3% -0.4% 11.8% 45.29% 2017 2018 1Q19 2017 2018 1Q19 2017 2018 1Q19 2017 Adj. 2018 Adj. 1Q19 Adj. 2017 2018 1Q19 2017 Adj.2018 Adj.1Q19 Adj. Valley Valley Valley Industry Industry Industry Reported Reported Reported Reported Reported Reported We continue to implement strategic initiatives aimed at improving overall profitability Our Branch Transformation efforts are beginning to aid in the gathering of core deposits, new account generation, and lower operating costs Valley’s technology roadmap is helping to eliminate many legacy operating procedures Revamping of our compensation structure has created even greater alignment with performance and shareholder returns 1Industry loan growth as reported by the Board of Governors of the Federal Reserve System, Loans and Leases in Bank Credit, All Commercial Banks (TOTLLNSA). 2Loan growth adjusted for acquisitions. 3Please refer to the Non-GAAP Disclosure Reconciliation on pages 11 & 12


 
1Q 2019 Highlights 4 Reported Adjusted1 1Q19 4Q18 1Q18 1Q19 4Q18 1Q18 Return on 1.40% 0.98% 0.57% 0.93% 0.93% 0.84% Average Assets Efficiency Ratio 45.29% 59.87% 72.44% 54.79% 56.68% 60.03% Diluted Earnings Per $0.33 $0.22 $0.12 $0.22 $0.21 $0.18 Share Year-over-year quarterly adjusted earnings per share growth of 22% Annualized linked quarter net loan growth of 6.2% Annualized linked quarter core deposit growth of 8.8% Linked quarter adjusted Efficiency Ratio improvement of 189 basis points 1Please refer to the Non-GAAP Disclosure Reconciliation on pages 11 & 12


 
Revenues 5 1 Net Interest Income and Margin Adjusted Non-Interest Income Trends ($mil) $33.0 Quarterly year-over-year NII growth of 5.2%. Gain-on-Sale of $29.6 $29.2 Loans 6.4 2.4 4.6 Service Charges 6.3 7.3 $223.4 $219.9 5.9 $209.1 2.5 Loan Servicing Fees 2.2 2.4 6.7 7.1 5.4 Trust, Investment & Insurance 1.7 1Q18 4Q18 1Q19 1.9 1.8 NII ($mil) BOLI All metrics are represented on full tax equivalent basis 10.0 8.2 9.0 2 Other Net Interest Margin affected partially by day count 1Q18 4Q18 1Q19 3.11% 3.12% 3.10% Recorded a $78.5 million pre-tax gain associated with tranche 3.05% one of sale lease-back transaction (represents approx. 96% 3.09% 3.10% 3.08% of total) 2.98% Mortgage gain-on-sale income increased by $2.2 million on a linked quarter basis, driven primarily by more favorable secondary market conditions 2Q18 3Q18 4Q18 1Q19 Reported NIM (FTE) "Adjusted" NIM 1Refer to Non-GAAP disclosures reconciliation on pages 11 & 12. 2Other Income includes income from swap fees, credit card fees, net gains and losses from sales of assets and securities, FDIC loss-share income/expense (change in FDIC receivable) and other additional sources.


 
Noninterest Expense 6 5 Quarter Operating Expense Trends ($ in millions) Efficiency Ratio (%)1 173.8 151.7 153.7 149.9 147.8 59.9 < 51.0 56.7 2 54.8 144.5 142.2 143.3 142.6 135.8 45.3 1Q18 2Q18 3Q18 4Q18 1Q19 4Q18 1Q19 4Q18 1Q19 2020 Goal Reported Reported Adjusted Adjusted Reported Expenses Adjusted 1 1Q19 Adjusted Operating Expenses ($, in millions)1 Linked quarter decline in adjusted expenses Other notable items in 1Q19 driven by lower salaries (ex-severance) and decline in FDIC expense $135.8 We realized approximately $4.8 million in pre- $4.8 tax severance charges related to previously $1.7 Mortgage Commissions announced corporate restructuring $7.2 We have achieved most of LIFT related expense saves through 1Q19 Adjusted Expenses Amortization of tax credits Severance 1Refer to the appendix on pages 11 & 12 regarding non-GAAP financial measures.


 
Loans & Loan Growth 7 1 1 Loan Portfolio by Product (1Q19) Linked-Quarter Annualized Loan Trends Res. Mortgage, 16.0% C&I, 17.7% Auto 8.4% Home Equity -3.1% Res. Mortgage -3.9% Consumer, Multi-family, 10.7% 15.1% $25.4 Construction -9.3% bil Non-Owner Occupied CRE 9.3% Construction, 5.7% Owner-Occupied CRE 10.5% Multi-family Owner Occupied CRE, Non-owner Occupied CRE, 4.6% 11.4% 23.3% C&I 15.4% New loan originations ($ bil) and Yield (%) Strong Performance and Outlook $1.6 4.95% $1.6 4.91% 1Q2019 annualized loan growth of 4.69% $1.5 6.2%, net of residential mortgage sales (or 9.3% before sales) 4.67% We remain confident in our ability $1.2 to execute on our previous guidance range of 6-8% loan growth for the full-year Q2 2018 Q3 2018 Q4 2018 Q1 2019 Origination Volume (Gross) Yield 1Loan classifications according to call report schedule which may not correspond to classification outlined in earnings release.


 
Deposits & Funding 8 Recent Deposit Trend ($ in billions)1 Funding Composition 3/31/19 1 $455 mil Non-interest bearing $6.4 Time +$44 mil $1.4 7.1 7.1 Savings, NOW & MMA $1.2 Noninterest Bearing Time 6.2 6.4 +176 mil $1.7 $29 bil Short-term FHLB Savings, Now & $11.4 11.2 11.4 MMA +$234 mil $7.1 Long-term FHLB 4Q2018 1Q2019 Other New Commercial & Consumer Deposit Trends ($mil) Funding Trends for 1Q19 $1,000 2.14% 2.03% Loan-to-deposit ratio at 3/31/2019 of 102% $750 1.52% 1.35% 1.96% Annualized linked quarter growth in core $500 deposits of 8.8% $250 0.44% Brokered deposits at 8% of total deposits 0.27% 0.73% 0.72% 0.73% remained comparable to previous quarter $0 FHLB advances (ST & LT) declined $209mil 1Q18 2Q18 3Q18 4Q18 1Q19 Commercial Origination Core Retail Origination linked quarter Commercial Rate Core Consumer Rate 1Sums may be inconsistent due to the effects of rounding.


 
Asset Quality 9 NCOs/Avg. Loans1 Nonaccruals/Loans2 0.08% 0.37% 0.02% 0.35% 0.27% -0.02% 1Q18 4Q18 1Q19 1Q18 4Q18 1Q19 Taxi Medallion Update Taxi Medallion 12/31/18 3/31/19 Quarterly net charge-offs of $5.3 million Related Reserves as a % of Total 24.74% 23.33% partially driven by Medallion related credits, Exposure one legacy C&I loan and uptick in consumer Total Exposure $130 mil $127 mil Allowance for loan losses increased modestly quarter over quarter to 0.63% of total loans Medallions as a % of Total Loans 0.52% 0.50% 1Represents annualized net charge-offs as a percentage of average loans for the period indicated; 2Represents nonaccrual loans as a percentage of total outstanding loans as the period indicated.


 
Targets & Outlook 10 2019 Full-year loan growth • We are targeting net loan growth in the range of 6% to 8% (unchanged) 2019 Net Interest Income • We anticipate net interest income growth of approximately 5% to 7% (unchanged) 2019 Adjusted Efficiency Ratio • We expect to achieve an adjusted efficiency ratio below 55% (unchanged) Tax Rate Update • We expect the tax rate for the remainder of the year to be in the range (new) of 25.5%-27.5%


 
Non-GAAP Disclosure Reconciliation 11 Three Months Ended March 31, December 31, March 31, ($ in thousands, except for share data) 2019 2018 2018 Adjusted net income available to common shareholders: Net income, as reported $113,330 $77,102 $41,965 Less: Gain on sale leaseback transactions (net of tax)(a) (55,707) — — Less: Gain on the sale of Visa Class B shares (net of tax) (b) — (4,677) — Add: Losses on securities transaction (net of tax) 23 1,047 548 Add: Severance expense (net of tax)(c) 3,433 1,907 — Add: Tax credit investment impairment (net of tax)(d) 1,757 — — Add: Legal expenses (litigation reserve impact only, net of tax) — — 7,520 Add: Merger related expenses (net of tax)(e) — (455) 9,688 Add: Income tax expense (benefit)(f) 12,100 (2,274) 2,000 Net income, as adjusted $74,936 $72,650 $61,721 Dividends on preferred stock 3,172 3,172 3,172 Net income available to common shareholders, as adjusted $71,764 $69,478 $58,549 (a) The gain on sale leaseback transactions is included in gains on the sales of assets within other non-interest income. (b) The gain from the sale of non-marketable securities in included within other non-interest income. (c) Severance expense is included in salary and employee benefits expense. (d) Impairment is included in the amortization of tax credit investments. (e) Merger related expenses are primarily within salary and employee benefits and other expense. (f) Income tax expense (benefit) related to reserves for uncertain tax positions in 2019 and USAB and the Tax Act in the 2018 periods. Adjusted per common share data: Net income available to common shareholders, as adjusted $71,764 $69,478 $58,549 Average number of shares outstanding 331,601,260 331,492,648 330,727,416 Basic earnings, as adjusted $0.22 $0.21 $0.18 Average number of diluted shares outstanding 332,834,466 332,856,385 332,465,527 Diluted earnings, as adjusted $0.22 $0.21 $0.18 Adjusted annualized return on average tangible shareholders' equity: Net income, as adjusted $74,936 $72,650 $61,721 Average shareholders' equity 3,394,819 3,340,411 3,289,815 Less: Average goodwill and other intangible assets 1,160,510 1,164,638 1,164,230 Average tangible shareholders' equity $2,234,309 $2,175,773 $2,125,585 Annualized return on average tangible shareholders' equity, as adjusted 13.42% 13.36% 11.61% Adjusted annualized return on average assets: Net income, as adjusted $74,936 $72,650 $61,721 Average assets $32,296,204 $31,328,729 $29,291,703 Annualized return on average assets, as adjusted 0.93% 0.93% 0.84% Adjusted annualized return on average shareholders' equity: Net income, as adjusted $74,936 $72,650 $61,721 Average shareholders' equity $3,394,819 $3,340,411 $3,289,815 Annualized return on average shareholders' equity, as adjusted 8.83% 8.70% 7.50%


 
Non-GAAP Disclosure Reconciliation 12 Three Months Ended Years Ended March 31, December 31, March 31, December 31, ($ in thousands) 2019 2018 2018 2018 2017 Annualized return on average tangible shareholders' equity: Net income, as reported $113,330 $77,102 $41,965 $282,585 $188,523 Average shareholders' equity 3,394,819 3,340,411 3,289,815 3,304,531 2,471,751 Less: Average goodwill and other intangible assets 1,160,510 1,164,638 1,164,230 1,163,398 734,200 Average tangible shareholders' equity $2,234,309 $2,175,773 $2,125,585 $2,141,133 $1,737,551 Annualized return on average tangible shareholders' equity 20.29% 14.17% 7.90% 13.20% 10.85% Adjusted efficiency ratio: Non-interest expense, as reported $147,795 $153,712 $173,752 $629,061 $509,073 Less: Severance expense (pre-tax) 4,838 2,662 — 2,662 — Less: LIFT program expense (pre-tax) — — — — 9,875 Less: Legal expenses (litigation reserve impact only, pre-tax) — — 10,500 12,184 — Less: Merger-related expenses (pre-tax) — (635) 13,528 17,445 2,620 Less: Amortization of tax credit investments (pre-tax) 7,173 9,044 5,274 24,200 41,747 Non-interest expense, as adjusted $135,784 $142,641 $144,450 $572,570 $454,831 Net interest income 218,648 222,053 207,598 857,203 660,047 Non-interest income, as reported 107,673 34,694 32,251 134,052 111,706 Add: Losses on securities transactions, net (pre-tax) 32 1,462 765 2,342 20 Add: Branch related asset impairment (pre-tax) — — — 1,821 — Less: Gain on sale leaseback transaction (pre-tax) 78,505 — — — — Less: Gain on Sale of Visa Class B shares (pre-tax) — 6,530 — 6,530 — Non-interest income, as adjusted $29,200 $29,626 $33,016 $131,685 $111,726 Gross operating income, as adjusted $247,848 $251,679 $240,614 $988,888 $771,773 Efficiency ratio, as adjusted 54.79% 56.68% 60.03% 57.90% 58.93% As of March 31, December 31, September 30, June 30, March 31, ($ in thousands, except for share data) 2019 2018 2018 2018 2018 Tangible book value per common share: Common shares outstanding 331,732,636 331,431,217 331,501,424 331,454,025 331,189,859 Shareholders&apos; equity $3,444,879 $3,350,454 $3,302,936 $3,277,312 $3,245,003 Less: Preferred stock 209,691 209,691 209,691 209,691 209,691 Less: Goodwill and other intangible assets 1,158,245 1,161,655 1,166,481 1,162,858 1,165,379 Tangible common shareholders&apos; equity $2,076,943 $1,979,108 $1,926,764 $1,904,763 $1,869,933 Tangible book value per common share $6.26 $5.97 $5.81 $5.75 $5.65 Tangible common equity to tangible assets: Tangible common shareholders&apos; equity $2,076,943 $1,979,108 $1,926,764 $1,904,763 $1,869,933 Total assets 32,476,991 31,863,088 30,881,948 30,182,979 29,464,357 Less: Goodwill and other intangible assets 1,158,245 1,161,655 1,166,481 1,162,858 1,165,379 Tangible assets $31,318,746 $30,701,433 $29,715,467 $29,020,121 $28,298,978 Tangible common equity to tangible assets 6.63% 6.45% 6.48% 6.56% 6.61%


 
For More Information 13 . Log onto our website: www.valley.com . Email requests to: rkraemer@valley.com . Call Rick Kraemer in Investor Relations, at: (973) 686-4817 . Write to: Valley National Bank 1455 Valley Road Wayne, New Jersey 07470 Attn: Rick Kraemer, FSVP – Director, Corporate Finance  Log onto our website above or www.sec.gov to obtain free copies of documents filed by Valley with the SEC