☒
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Annual Report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934.
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☐
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Transition Report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934.
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Delaware
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75-2679109
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(State or other jurisdiction of incorporation or organization)
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(I.R.S. Employer Identification Number)
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2000 McKinney Avenue
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Suite 700
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Dallas
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TX
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USA
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75201
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(Address of principal executive offices)
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(Zip Code)
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Title of each class
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Trading Symbol(s)
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Name of each exchange on which registered
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Common Stock, par value $0.01 per share
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TCBI
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Nasdaq Stock Market
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6.5% Non-Cumulative Perpetual Preferred Stock Series A, par value $0.01 per share
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TCBIP
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Nasdaq Stock Market
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Large Accelerated Filer
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x
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Accelerated Filer
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☐
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Non-Accelerated Filer
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☐
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Smaller Reporting Company
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☐
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Emerging Growth Company
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☐
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PART I
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Item 1.
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Item 1A.
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Item 1B.
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Item 2.
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Item 3.
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Item 4.
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PART II
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Item 5.
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Item 6.
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Item 7.
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Item 7A.
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Item 8.
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Item 9.
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Item 9A.
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Item 9B.
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PART III
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Item 10.
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Item 11.
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Item 12.
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Item 13.
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Item 14.
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PART IV
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Item 15.
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ITEM 1.
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BUSINESS
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December 31,
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||||||||||||||||||
(in thousands)
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2019
|
|
2018
|
|
2017
|
|
2016
|
|
2015
|
||||||||||
Loans held for sale
|
$
|
2,577,134
|
|
|
$
|
1,969,474
|
|
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$
|
1,011,004
|
|
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$
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968,929
|
|
|
$
|
86,075
|
|
Loans held for investment, mortgage finance
|
8,169,849
|
|
|
5,877,524
|
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5,308,160
|
|
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4,497,338
|
|
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4,966,276
|
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|||||
Loans held for investment, net
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16,476,413
|
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16,690,550
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15,366,252
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13,001,011
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11,745,674
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|||||
Assets
|
32,548,069
|
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28,257,767
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25,075,645
|
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21,697,134
|
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18,903,821
|
|
|||||
Demand deposits
|
9,438,459
|
|
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7,317,161
|
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7,812,660
|
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7,994,201
|
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6,386,911
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|||||
Total deposits
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26,478,593
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20,606,113
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19,123,180
|
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17,016,831
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15,084,619
|
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|||||
Stockholders’ equity
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2,832,258
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2,500,394
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2,202,721
|
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2,009,557
|
|
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1,623,533
|
|
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December 31,
|
||||||||||||||||||
(in thousands)
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2019
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2018
|
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2017
|
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2016
|
|
2015
|
||||||||||
Commercial
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$
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10,230,828
|
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$
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10,373,288
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$
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9,189,811
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$
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7,291,545
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$
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6,672,631
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Total real estate
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6,008,040
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6,050,083
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5,960,785
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5,560,909
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4,990,914
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|||||
Construction
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2,563,339
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2,120,966
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2,166,208
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2,098,706
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1,851,717
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|||||
Real estate term
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3,444,701
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3,929,117
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3,794,577
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3,462,203
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3,139,197
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|||||
Mortgage finance
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8,169,849
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5,877,524
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5,308,160
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4,497,338
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4,966,276
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|||||
Equipment leases
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256,462
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312,191
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264,903
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185,529
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113,996
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|||||
Consumer
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71,463
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63,438
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48,684
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34,587
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25,323
|
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•
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offering a premier and differentiated banking experience to middle market businesses and successful professionals and entrepreneurs who value a broad relationship with our Bank;
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•
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growing our loan and deposit base in our existing markets by hiring additional experienced bankers in our different lines of business;
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•
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developing lines of business that leverage our strengths and complement our existing lines of business;
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•
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continuing our emphasis on credit policy to maintain credit quality consistent with long-term objectives;
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•
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leveraging our existing infrastructure with improvements in technology and processes to gain efficiencies to support a larger volume of business;
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•
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maintaining effective internal approval processes for capital and operating expenditures;
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•
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continuing our extensive use of outsourcing to provide cost-effective and more efficient operational support and service levels consistent with large-bank operations; and
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•
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extending our reach within our target markets and lines of business through service innovation and service excellence.
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•
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enhanced scale to drive growth and improve profitability, creating the largest Texas-headquartered bank by Texas deposits, with a significant presence in Colorado, and providing a strong foundation to better manage risk and serve clients across business lines through further investment in technology;
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•
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a more diversified mix of business supported by a full-service financial institution with extensive strategic and client coverage, including enhancing the revenue mix by diversifying each company’s client base, business lines and loan and funding concentrations;
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•
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a strengthened core deposits franchise, allowing for a more stable source of funds and increased optionality to compete in a dynamic market environment;
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•
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presence in attractive, fast growing Texas markets that constitute five of the top 10 fastest growing MSAs in the United States;
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•
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an experienced combined management team having a strong track record of organic growth and high performance, including significant experience successfully executing and integrating transformative transactions;
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•
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strong cultures of collaboration and entrepreneurial spirit supporting the delivery of premier and differentiated client experiences; and
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•
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commitment to our important community relationships built over decades, continuing our investments in local programs and communities.
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•
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commercial loans for general corporate purposes including financing for working capital, internal growth, acquisitions and financing for business insurance premiums;
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•
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real estate term and construction loans;
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•
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mortgage warehouse lending;
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•
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mortgage correspondent aggregation;
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•
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equipment finance and leasing;
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•
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treasury management services, including online banking and debit and credit card services;
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•
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escrow services; and
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•
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letters of credit.
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•
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personal wealth management and trust services;
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•
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certificates of deposit and IRAs;
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•
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interest-bearing and non-interest-bearing checking accounts;
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•
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traditional money market and savings accounts;
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•
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loans, both secured and unsecured;
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•
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online and mobile banking; and
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•
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Bask Bank, an all-digital branch offering depositors American Airlines AAdvantage® miles instead of interest.
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•
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Well capitalized - equals or exceeds a 10% total risk-based capital ratio, 8% Tier 1 risk-based capital ratio, and 5% leverage ratio and is not subject to any written agreement, order or directive requiring it to maintain a specific level for any capital measure;
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•
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Adequately capitalized - equals or exceeds an 8% total risk-based capital ratio, 6% Tier 1 risk-based capital ratio, and 4% leverage ratio;
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•
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Undercapitalized - total risk-based capital ratio of less than 8%, or a Tier 1 risk-based ratio of less than 6%, or a leverage ratio of less than 4%;
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•
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Significantly undercapitalized - total risk-based capital ratio of less than 6%, or a Tier 1 risk-based capital ratio of less than 4%, or a leverage ratio of less than 3%; and
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•
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Critically undercapitalized - a ratio of tangible equity to total assets equal to or less than 2%.
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•
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allows bank holding companies meeting management, capital and Community Reinvestment Act standards to engage in a substantially broader range of non-banking activities than was permissible prior to enactment, including insurance underwriting and making merchant banking investments in commercial and financial companies;
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•
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allows insurers and other financial services companies to acquire banks;
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•
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removes various restrictions that applied to bank holding company ownership of securities firms and mutual fund advisory companies;
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•
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establishes the overall regulatory structure applicable to bank holding companies that also engage in insurance and securities operations; and
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•
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directs bank regulators to prescribe standards for the security of consumer information.
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ITEM 1A.
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RISK FACTORS
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•
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we may be required, under certain circumstances, to pay IBTX a termination fee of $115.0 million under the merger agreement, which may adversely affect the price of our common stock;
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•
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we will have incurred substantial expenses and will be required to pay significant costs relating to the merger, whether or not it is completed, such as legal, accounting, due diligence, financial advisor and printing fees;
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•
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the merger agreement places certain restrictions on the conduct of our business prior to completion of the merger, which may adversely affect our ability to execute certain of our business strategies and cause certain other initiatives to be delayed or abandoned;
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•
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matters relating to the merger require substantial commitments of time and resources by our management team that could have been and could be devoted to the pursuit of other opportunities beneficial to us as an independent company; and
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•
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we may be subject to negative reactions from the financial markets and from our customers and employees that could materially affect our business, financial results and stock price; the market price of our common stock could decline to the extent that current market prices of our common stock reflect a market assumption that the merger will be completed.
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•
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Adverse changes in local, U.S. and global economic and industry conditions;
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•
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Declines in the value of collateral, including asset values that are directly or indirectly related to external factors such as commodity prices, real estate values or interest rates;
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•
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Concentrations of credit associated with specific loan categories, industries or collateral types; and
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•
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Exposures to individual borrowers and to groups of entities that may be affiliated on some basis that individually and/or collectively represent a larger percentage of our total loans or capital than might be considered common at other banks of similar size.
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•
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national, regional and local economic conditions;
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•
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the value of the U.S. Dollar in relation to the currencies of other advanced and emerging market countries;
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•
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the performance of both domestic and international equity and debt markets and valuation of securities traded on recognized domestic and international exchanges;
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•
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general economic consequences of international conditions, such as weakness in European and South American sovereign debt and currencies and the U.K.'s referendum to exit from the European Union, and the impact of those conditions on the US and global economies;
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•
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legislative and regulatory changes impacting our industry;
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•
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the financial health of our customers and economic conditions affecting them and the value of our collateral, including effects from continued price volatility of oil and gas and other commodities;
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•
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the incidence of fraud, illegal payments, security breaches and other illegal acts among or impacting our Bank and our customers;
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•
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structural changes in the markets for origination, sale and servicing of residential mortgages;
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•
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changes in governmental economic and regulatory policies, including the extent and timing of intervention in credit markets by the Federal Reserve or withdrawal from that intervention, generally as well as changes attributable to presidential and congressional elections;
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•
|
changes in the availability of liquidity at a systemic level; and
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•
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material inflation or deflation.
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•
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continue to identify and expand into suitable markets and lines of business, in Texas, regionally and nationally;
|
•
|
develop new products and services and execute our full range of products and services more efficiently and effectively;
|
•
|
attract and retain qualified bankers in each of our targeted market segments to build our customer base;
|
•
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respond to market opportunities promptly and nimbly while balancing the demands of risk management and compliance with regulatory requirements;
|
•
|
expand our loan portfolio in an intensely competitive environment while maintaining credit quality;
|
•
|
attract sufficient deposits and capital to fund our anticipated loan growth and satisfy regulatory requirements;
|
•
|
control expenses;
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•
|
acquire and maintain sufficient qualified staffing and information technology and operational resources to support growth and compliance with regulatory requirements; and
|
•
|
consummate the proposed merger of equals with IBTX, which requires stockholder and regulatory approval.
|
•
|
brokered deposits;
|
•
|
the Federal Reserve discount window;
|
•
|
advances from the FHLB;
|
•
|
capital markets transactions; and
|
•
|
development of new financial services.
|
•
|
actual or anticipated variations in quarterly and annual results of our operations or those of IBTX;
|
•
|
changes in recommendations by securities analysts;
|
•
|
delay or failure to close the pending merger of equals with IBTX, as well as failure to realize the expected benefits of the transaction;
|
•
|
changes in composition and perceptions of the investors who own our stock and other securities;
|
•
|
changes in ratings from national rating agencies on publicly or privately-owned debt securities and deposits in our Bank;
|
•
|
operating and stock price performance of other companies that investors deem comparable to us;
|
•
|
news reports relating to trends, concerns and other issues in the financial services industry, including regulatory actions against other financial institutions;
|
•
|
actual or expected economic conditions that are perceived to affect our company such as changes in commodity prices, real estate values or interest rates;
|
•
|
perceptions in the marketplace regarding us and/or our competitors;
|
•
|
new technology used, or services offered, by competitors;
|
•
|
significant acquisitions or business combinations, strategic partnerships, joint ventures or capital commitments by or involving us or our competitors, including the proposed merger with IBTX;
|
•
|
the stock price of IBTX (as a result of the proposed merger);
|
•
|
changes in government regulations and interpretation of those regulations, changes in our practices requested or required by regulators and changes in regulatory enforcement focus; and
|
•
|
geopolitical conditions such as acts or threats of terrorism or military conflicts.
|
ITEM 1B.
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UNRESOLVED STAFF COMMENTS
|
ITEM 2.
|
PROPERTIES
|
ITEM 3.
|
LEGAL PROCEEDINGS
|
ITEM 4.
|
MINE SAFETY DISCLOSURES
|
ITEM 5.
|
MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES
|
|
12/31/2014
|
|
12/31/2015
|
|
12/31/2016
|
|
12/31/2017
|
|
12/31/2018
|
|
12/31/2019
|
||||||||||||
Texas Capital Bancshares, Inc.
|
$
|
100.00
|
|
|
$
|
90.96
|
|
|
$
|
144.30
|
|
|
$
|
163.63
|
|
|
$
|
94.04
|
|
|
$
|
104.49
|
|
Russell 2000 Index (RTY)
|
100.00
|
|
|
94.46
|
|
|
112.69
|
|
|
127.40
|
|
|
112.22
|
|
|
138.57
|
|
||||||
Nasdaq Bank Index (CBNK)
|
100.00
|
|
|
106.72
|
|
|
143.56
|
|
|
148.81
|
|
|
123.11
|
|
|
149.00
|
|
ITEM 6.
|
SELECTED CONSOLIDATED FINANCIAL DATA
|
|
At or For the Year Ended December 31,
|
||||||||||||||||||
(in thousands, except per share, average share and percentage data)
|
2019
|
|
2018
|
|
2017
|
|
2016
|
|
2015
|
||||||||||
Consolidated Operating Data
|
|
|
|
|
|
|
|
|
|
||||||||||
Interest income
|
$
|
1,365,312
|
|
|
$
|
1,164,193
|
|
|
$
|
879,299
|
|
|
$
|
703,408
|
|
|
$
|
602,958
|
|
Interest expense
|
385,592
|
|
|
249,333
|
|
|
117,971
|
|
|
63,594
|
|
|
46,428
|
|
|||||
Net interest income
|
979,720
|
|
|
914,860
|
|
|
761,328
|
|
|
639,814
|
|
|
556,530
|
|
|||||
Provision for credit losses
|
75,000
|
|
|
87,000
|
|
|
44,000
|
|
|
77,000
|
|
|
53,250
|
|
|||||
Net interest income after provision for credit losses
|
904,720
|
|
|
827,860
|
|
|
717,328
|
|
|
562,814
|
|
|
503,280
|
|
|||||
Non-interest income
|
92,440
|
|
|
78,024
|
|
|
74,256
|
|
|
60,780
|
|
|
47,738
|
|
|||||
Non-interest expense
|
589,999
|
|
|
525,096
|
|
|
465,876
|
|
|
382,397
|
|
|
326,523
|
|
|||||
Income before income taxes
|
407,161
|
|
|
380,788
|
|
|
325,708
|
|
|
241,197
|
|
|
224,495
|
|
|||||
Income tax expense
|
84,295
|
|
|
79,964
|
|
|
128,645
|
|
|
86,078
|
|
|
79,641
|
|
|||||
Net income
|
322,866
|
|
|
300,824
|
|
|
197,063
|
|
|
155,119
|
|
|
144,854
|
|
|||||
Preferred stock dividends
|
9,750
|
|
|
9,750
|
|
|
9,750
|
|
|
9,750
|
|
|
9,750
|
|
|||||
Net income available to common stockholders
|
$
|
313,116
|
|
|
$
|
291,074
|
|
|
$
|
187,313
|
|
|
$
|
145,369
|
|
|
$
|
135,104
|
|
Consolidated Balance Sheet Data
|
|
|
|
|
|
|
|
|
|
||||||||||
Total assets
|
$
|
32,548,069
|
|
|
$
|
28,257,767
|
|
|
$
|
25,075,645
|
|
|
$
|
21,697,134
|
|
|
$
|
18,903,821
|
|
Loans held for sale
|
2,577,134
|
|
|
1,969,474
|
|
|
1,011,004
|
|
|
968,929
|
|
|
86,075
|
|
|||||
Loans held for investment (LHI)
|
16,476,413
|
|
|
16,690,550
|
|
|
15,366,252
|
|
|
13,001,011
|
|
|
11,745,674
|
|
|||||
Loans held for investment, mortgage finance
|
8,169,849
|
|
|
5,877,524
|
|
|
5,308,160
|
|
|
4,497,338
|
|
|
4,966,276
|
|
|||||
Liquidity assets(1)
|
4,263,766
|
|
|
2,865,874
|
|
|
2,727,581
|
|
|
2,725,645
|
|
|
1,681,374
|
|
|||||
Investment securities
|
239,871
|
|
|
120,216
|
|
|
23,511
|
|
|
24,874
|
|
|
29,992
|
|
|||||
Demand deposits
|
9,438,459
|
|
|
7,317,161
|
|
|
7,812,660
|
|
|
7,994,201
|
|
|
6,386,911
|
|
|||||
Total deposits
|
26,478,593
|
|
|
20,606,113
|
|
|
19,123,180
|
|
|
17,016,831
|
|
|
15,084,619
|
|
|||||
Federal funds purchased and repurchase agreements
|
141,766
|
|
|
641,174
|
|
|
365,040
|
|
|
109,575
|
|
|
143,051
|
|
|||||
Other borrowings
|
2,400,000
|
|
|
3,900,000
|
|
|
2,800,000
|
|
|
2,000,000
|
|
|
1,500,000
|
|
|||||
Subordinated notes
|
282,129
|
|
|
281,767
|
|
|
281,406
|
|
|
281,044
|
|
|
280,682
|
|
|||||
Trust preferred subordinated debentures
|
113,406
|
|
|
113,406
|
|
|
113,406
|
|
|
113,406
|
|
|
113,406
|
|
|||||
Stockholders’ equity
|
2,832,258
|
|
|
2,500,394
|
|
|
2,202,721
|
|
|
2,009,557
|
|
|
1,623,533
|
|
|
At or For the Year Ended December 31,
|
||||||||||||||||||
(in thousands, except per share, average share and percentage data)
|
2019
|
|
2018
|
|
2017
|
|
2016
|
|
2015
|
||||||||||
Other Financial Data
|
|
|
|
|
|
|
|
|
|
||||||||||
Income per share
|
|
|
|
|
|
|
|
|
|
||||||||||
Basic
|
$
|
6.23
|
|
|
$
|
5.83
|
|
|
$
|
3.78
|
|
|
$
|
3.14
|
|
|
$
|
2.95
|
|
Diluted
|
6.21
|
|
|
5.79
|
|
|
3.73
|
|
|
3.11
|
|
|
2.91
|
|
|||||
Book value per common share
|
53.29
|
|
|
46.82
|
|
|
41.35
|
|
|
37.56
|
|
|
32.12
|
|
|||||
Tangible book value per common share(2)
|
52.93
|
|
|
46.45
|
|
|
40.97
|
|
|
37.17
|
|
|
31.69
|
|
|||||
Weighted average shares
|
|
|
|
|
|
|
|
|
|
||||||||||
Basic
|
50,286,300
|
|
|
49,936,702
|
|
|
49,587,169
|
|
|
46,239,210
|
|
|
45,808,440
|
|
|||||
Diluted
|
50,419,204
|
|
|
50,272,872
|
|
|
50,259,834
|
|
|
46,765,902
|
|
|
46,437,872
|
|
|||||
Selected Financial Ratios
|
|
|
|
|
|
|
|
|
|
||||||||||
Performance Ratios
|
|
|
|
|
|
|
|
|
|
||||||||||
Net interest margin
|
3.28
|
%
|
|
3.78
|
%
|
|
3.49
|
%
|
|
3.14
|
%
|
|
3.14
|
%
|
|||||
Return on average assets
|
1.04
|
%
|
|
1.19
|
%
|
|
0.87
|
%
|
|
0.74
|
%
|
|
0.79
|
%
|
|||||
Return on average common equity
|
12.38
|
%
|
|
13.14
|
%
|
|
9.51
|
%
|
|
9.27
|
%
|
|
9.65
|
%
|
|||||
Efficiency ratio(3)
|
55.03
|
%
|
|
52.89
|
%
|
|
55.75
|
%
|
|
54.58
|
%
|
|
54.04
|
%
|
|||||
Non-interest expense to average earning assets
|
1.96
|
%
|
|
2.15
|
%
|
|
2.12
|
%
|
|
1.88
|
%
|
|
1.84
|
%
|
|||||
Asset Quality Ratios
|
|
|
|
|
|
|
|
|
|
||||||||||
Allowance for loan losses to LHI
|
0.79
|
%
|
|
0.85
|
%
|
|
0.89
|
%
|
|
0.96
|
%
|
|
0.84
|
%
|
|||||
Net charge-offs (recoveries) to average LHI
|
0.31
|
%
|
|
0.37
|
%
|
|
0.16
|
%
|
|
0.29
|
%
|
|
0.07
|
%
|
|||||
Allowance for loan losses to non-accrual loans
|
.9x
|
|
|
2.4x
|
|
|
1.8x
|
|
|
1.0x
|
|
|
.8x
|
|
|||||
Non-accrual loans to LHI
|
0.91
|
%
|
|
0.36
|
%
|
|
0.49
|
%
|
|
0.96
|
%
|
|
1.08
|
%
|
|||||
Total NPAs to LHI plus OREO
|
0.91
|
%
|
|
0.36
|
%
|
|
0.55
|
%
|
|
1.07
|
%
|
|
1.08
|
%
|
|||||
Capital and Liquidity Ratios
|
|
|
|
|
|
|
|
|
|
||||||||||
CET1
|
8.88
|
%
|
|
8.58
|
%
|
|
8.45
|
%
|
|
8.97
|
%
|
|
7.47
|
%
|
|||||
Total capital ratio
|
11.37
|
%
|
|
11.31
|
%
|
|
11.50
|
%
|
|
12.48
|
%
|
|
11.05
|
%
|
|||||
Tier 1 capital ratio
|
9.75
|
%
|
|
9.53
|
%
|
|
9.52
|
%
|
|
10.23
|
%
|
|
8.81
|
%
|
|||||
Tier 1 leverage ratio
|
8.42
|
%
|
|
9.87
|
%
|
|
9.15
|
%
|
|
9.34
|
%
|
|
8.92
|
%
|
|||||
Total common equity to total assets
|
8.24
|
%
|
|
8.32
|
%
|
|
8.19
|
%
|
|
8.57
|
%
|
|
7.79
|
%
|
|||||
Tangible common equity to total tangible assets(4)
|
8.16
|
%
|
|
8.26
|
%
|
|
8.11
|
%
|
|
8.49
|
%
|
|
7.69
|
%
|
|||||
Average LHI, net to average total deposits
|
95.73
|
%
|
|
102.74
|
%
|
|
97.56
|
%
|
|
95.82
|
%
|
|
101.71
|
%
|
(1)
|
Liquidity assets include federal funds sold and interest-bearing deposits in other banks.
|
(2)
|
Stockholders' equity excluding preferred stock, less goodwill and intangibles, divided by shares outstanding at period end. See Supplemental Financial Data for a reconciliation of non-GAAP measures.
|
(3)
|
Non-interest expense divided by the sum of net interest income and non-interest income.
|
(4)
|
Stockholders' equity excluding preferred stock, less accumulated other comprehensive income and goodwill and intangibles, divided by total assets, less accumulated other comprehensive income and goodwill and intangibles. See Supplemental Financial Data for a reconciliation of non-GAAP measures.
|
ITEM 7.
|
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
|
•
|
Deterioration of the credit quality of our loan portfolio or declines in the value of collateral related to external factors such as commodity prices, real estate values or interest rates, increased default rates and loan losses or adverse changes in the industry concentrations of our loan portfolio.
|
•
|
The possibility that the previously announced merger does not close when expected or at all because required regulatory, stockholder or other approvals and other conditions to closing are not received or satisfied on a timely basis or at all.
|
•
|
The possibility that the various federal and state regulatory agencies from which approval for the merger must be obtained impose conditions that could adversely affect us or cause the merger to be delayed or abandoned.
|
•
|
The occurrence of any event, change or other circumstance that could give rise to the right of TCBI, IBTX or both to terminate the merger agreement.
|
•
|
The negative impact on our stock price and our future business and financial results if the proposed merger is not consummated.
|
•
|
The inability of our stockholders to be certain of the precise value of the merger consideration they may receive in the merger due to the fluctuation in the market price of IBTX and TCBI common stock, including as a result of the financial performance of TCBI prior to closing.
|
•
|
The dilution caused by IBTX's issuance of additional shares of its capital stock in connection with the proposed merger.
|
•
|
The outcome of pending or threatened litigation or of matters before regulatory agencies, whether currently existing or commencing in the future, including litigation related to the proposed merger.
|
•
|
The possibility that the anticipated benefits of the proposed merger, including anticipated cost savings and strategic gains, are not realized when expected or at all, including as a result of the impact of, or problems arising from, the integration of the two companies or as a result of the strength of the economy, competitive factors in the areas where we and IBTX do business, or as a result of other unexpected factors or events.
|
•
|
The possibility that the proposed merger may be more expensive to complete than anticipated, including as a result of unexpected factors or events.
|
•
|
The impact of purchase accounting with respect to the proposed merger, or any change in the assumptions used regarding the assets purchased and liabilities assumed to determine their fair value.
|
•
|
Diversion of management's attention from ongoing business operations and opportunities as a result of the proposed merger.
|
•
|
Potential adverse reactions or changes to business or employee relationships, including those resulting from the announcement or completion of the proposed merger.
|
•
|
The ability to complete the transaction and integration of TCBI and IBTX successfully, which may take longer than anticipated or be more costly than anticipated or have unanticipated adverse results relating to TCBI's or IBTX's existing businesses.
|
•
|
Operational issues stemming from, and/or capital spending necessitated by, the potential need to adapt to industry changes in information technology systems, on which IBTX and TCBI are highly dependent.
|
•
|
Changes in interest rates, which may affect TCBI's or IBTX's net income and other future cash flows, or the market value of TCBI's or IBTX's assets, including the market value of investment securities.
|
•
|
Changes in the ability of TCBI or IBTX to access the capital markets, including changes in their respective credit ratings.
|
•
|
Changes in the value of commercial and residential real estate securing our loans or in the demand for credit to support the purchase and ownership of such assets.
|
•
|
Changing economic conditions or other developments adversely affecting our commercial, entrepreneurial and professional customers.
|
•
|
Adverse economic conditions and other factors affecting our middle market customers and their ability to continue to meet their loan obligations.
|
•
|
The failure to correctly assess and model the assumptions supporting our allowance for loan losses, causing it to become inadequate in the event of deteriorations in loan quality and increases in charge-offs, or increases or decreases to our allowance for loan losses as a result of the implementation of CECL.
|
•
|
Changes in the U.S. economy in general or the Texas economy specifically resulting in deterioration of credit quality, increases in non-performing assets or charge-offs or reduced demand for credit or other financial services we offer, including the effects from declines in the level of drilling and production related to volatility in oil and gas prices.
|
•
|
Adverse changes in economic or market conditions, in Texas, the United States or internationally, that could affect the credit quality of our loan portfolio or our operating performance.
|
•
|
Unanticipated effects from the Tax Act may limit its benefits or adversely impact our business, which could include decreased demand for borrowing by our middle market customers or increased price competition that offsets the benefits of decreased federal income tax expense.
|
•
|
Unexpected market conditions or regulatory changes that could cause access to capital market transactions and other sources of funding to become more difficult to obtain on terms and conditions that are acceptable to us.
|
•
|
The inadequacy of our available funds to meet our deposit, debt and other obligations as they become due, or our failure to maintain our capital ratios as a result of adverse changes in our operating performance or financial condition, or changes in applicable regulations or regulator interpretation of regulations impacting our business or the characterization or risk weight of our assets.
|
•
|
The failure to effectively balance our funding sources with cash demands by depositors and borrowers.
|
•
|
The failure to manage information systems risk or to prevent cyber-attacks against us, our customers or our third party vendors, or to manage risks from disruptions or security breaches affecting us, our customers or our third party vendors.
|
•
|
The failure to effectively manage our interest rate risk resulting from unexpectedly large or sudden changes in interest rates, maturity imbalances in our assets and liabilities, potential adverse effects to our borrowers including their
|
•
|
Uncertainty regarding the future of the London Interbank Offered Rate ("LIBOR"), and the potential transition away from LIBOR toward new interest rate benchmarks.
|
•
|
Legislative and regulatory changes imposing further restrictions and costs on our business, a failure to remain well capitalized or well managed status or regulatory enforcement actions against us, and uncertainty related to future implementation and enforcement of regulatory requirements resulting from the current political environment.
|
•
|
Changes in the monetary and fiscal policies of the U.S. Government, including policies of the U.S. Department of Treasury and the Federal Reserve.
|
•
|
The failure to successfully execute our business strategy, which may include expanding into new markets, developing and launching new lines of business or new products and services within the expected timeframes and budgets or to successfully manage the risks related to the development and implementation of these new businesses, products or services.
|
•
|
The failure to attract and retain key personnel or the loss of key individuals or groups of employees.
|
•
|
Increased or more effective competition from banks and other financial service providers in our markets.
|
•
|
Structural changes in the markets for origination, sale and servicing of residential mortgages.
|
•
|
Uncertainty in the pricing of mortgage loans that we purchase, and later sell or securitize, as well as competition for the MSRs related to these loans and related interest rate risk or price risk resulting from retaining MSRs, and the potential effects of higher interest rates on our MCA loan volumes.
|
•
|
Changes in accounting principles, policies, practices or guidelines.
|
•
|
Material failures of our accounting estimates and risk management processes based on management judgment, or the supporting analytical and forecasting models.
|
•
|
Failure of our risk management strategies and procedures, including failure or circumvention of our controls.
|
•
|
Credit risk resulting from our exposure to counterparties.
|
•
|
An increase in the incidence or severity of fraud, illegal payments, security breaches and other illegal acts impacting our Bank and our customers.
|
•
|
The failure to maintain adequate regulatory capital to support our business.
|
•
|
Unavailability of funds obtained from borrowing or capital transactions or from our Bank to fund our obligations.
|
•
|
Incurrence of material costs and liabilities associated with legal and regulatory proceedings and related matters with respect to the financial services industry, including those directly involving us or our Bank.
|
•
|
Environmental liability associated with properties related to our lending activities.
|
•
|
Severe weather, natural disasters, acts of war or terrorism and other external events.
|
|
Year ended December 31,
|
|||||||||||||||||||||||
|
2019
|
2018
|
2017
|
|||||||||||||||||||||
(in thousands except percentages)
|
Average
Balance
|
Revenue /
Expense
|
Yield /
Rate
|
Average
Balance
|
Revenue /
Expense |
Yield /
Rate |
Average
Balance
|
Revenue /
Expense |
Yield /
Rate |
|||||||||||||||
Assets
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
Investment Securities—taxable
|
$
|
37,574
|
|
$
|
1,611
|
|
4.29
|
%
|
$
|
24,142
|
|
$
|
849
|
|
3.52
|
%
|
$
|
51,751
|
|
$
|
1,064
|
|
2.06
|
%
|
Investment Securities—non-taxable(2)
|
176,328
|
|
8,915
|
|
5.06
|
%
|
46,553
|
|
2,512
|
|
5.40
|
%
|
55
|
|
3
|
|
4.85
|
%
|
||||||
Federal funds sold and securities purchased under resale agreements
|
73,946
|
|
1,529
|
|
2.07
|
%
|
201,236
|
|
3,792
|
|
1.88
|
%
|
237,371
|
|
2,542
|
|
1.07
|
%
|
||||||
Interest-bearing Deposits in other banks
|
3,483,254
|
|
71,093
|
|
2.04
|
%
|
1,769,074
|
|
32,597
|
|
1.84
|
%
|
2,715,669
|
|
29,399
|
|
1.08
|
%
|
||||||
Loans held for sale
|
2,688,677
|
|
112,526
|
|
4.19
|
%
|
1,561,530
|
|
71,240
|
|
4.56
|
%
|
1,016,144
|
|
39,159
|
|
3.85
|
%
|
||||||
Loans held for investment, mortgage finance
|
6,999,585
|
|
241,665
|
|
3.45
|
%
|
4,875,860
|
|
181,438
|
|
3.72
|
%
|
4,136,653
|
|
143,275
|
|
3.46
|
%
|
||||||
Loans held for investment(1)(2)
|
16,803,930
|
|
934,228
|
|
5.56
|
%
|
16,075,007
|
|
877,688
|
|
5.46
|
%
|
14,040,965
|
|
670,265
|
|
4.77
|
%
|
||||||
Less reserve for loan losses
|
200,283
|
|
—
|
|
—
|
|
183,863
|
|
—
|
|
—
|
|
174,105
|
|
—
|
|
—
|
|
||||||
Loans held for investment, net
|
23,603,232
|
|
1,175,893
|
|
4.98
|
%
|
20,767,004
|
|
1,059,126
|
|
5.10
|
%
|
18,003,513
|
|
813,540
|
|
4.52
|
%
|
||||||
Total earning assets
|
30,063,011
|
|
1,371,567
|
|
4.56
|
%
|
24,369,539
|
|
1,170,116
|
|
4.80
|
%
|
22,024,503
|
|
885,707
|
|
4.02
|
%
|
||||||
Cash and other assets
|
952,994
|
|
|
|
828,150
|
|
|
|
680,345
|
|
|
|
||||||||||||
Total assets
|
$
|
31,016,005
|
|
|
|
$
|
25,197,689
|
|
|
|
$
|
22,704,848
|
|
|
|
|||||||||
Liabilities and stockholders’ equity
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
Transaction deposits
|
$
|
3,535,282
|
|
$
|
68,908
|
|
1.95
|
%
|
$
|
3,044,300
|
|
$
|
47,738
|
|
1.57
|
%
|
$
|
2,159,375
|
|
$
|
15,290
|
|
0.71
|
%
|
Savings deposits
|
9,780,532
|
|
168,856
|
|
1.73
|
%
|
7,986,135
|
|
114,255
|
|
1.43
|
%
|
7,495,318
|
|
61,230
|
|
0.82
|
%
|
||||||
Time deposits
|
2,351,698
|
|
55,773
|
|
2.37
|
%
|
1,292,864
|
|
23,123
|
|
1.79
|
%
|
478,513
|
|
3,366
|
|
0.70
|
%
|
||||||
Total interest-bearing deposits
|
15,667,512
|
|
293,537
|
|
1.87
|
%
|
12,323,299
|
|
185,116
|
|
1.50
|
%
|
10,133,206
|
|
79,886
|
|
0.79
|
%
|
||||||
Other borrowings
|
3,038,095
|
|
70,265
|
|
2.31
|
%
|
2,102,404
|
|
42,738
|
|
2.03
|
%
|
1,618,238
|
|
17,729
|
|
1.10
|
%
|
||||||
Subordinated notes
|
281,936
|
|
16,764
|
|
5.95
|
%
|
281,574
|
|
16,764
|
|
5.95
|
%
|
281,213
|
|
16,764
|
|
5.96
|
%
|
||||||
Trust preferred subordinated debentures
|
113,406
|
|
5,026
|
|
4.43
|
%
|
113,406
|
|
4,715
|
|
4.16
|
%
|
113,406
|
|
3,592
|
|
3.17
|
%
|
||||||
Total interest-bearing liabilities
|
19,100,949
|
|
385,592
|
|
2.02
|
%
|
14,820,683
|
|
249,333
|
|
1.68
|
%
|
12,146,063
|
|
117,971
|
|
0.97
|
%
|
||||||
Demand deposits
|
8,989,104
|
|
|
|
7,890,304
|
|
|
|
8,320,650
|
|
|
|
||||||||||||
Other liabilities
|
246,931
|
|
|
|
121,203
|
|
|
|
118,944
|
|
|
|
||||||||||||
Stockholders’ equity
|
2,679,021
|
|
|
|
2,365,499
|
|
|
|
2,119,191
|
|
|
|
||||||||||||
Total liabilities and stockholders’ equity
|
$
|
31,016,005
|
|
|
|
$
|
25,197,689
|
|
|
|
$
|
22,704,848
|
|
|
|
|||||||||
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
Net interest income(2)
|
|
$
|
985,975
|
|
|
|
$
|
920,783
|
|
|
|
$
|
767,736
|
|
|
|||||||||
Net interest margin
|
|
|
3.28
|
%
|
|
|
3.78
|
%
|
|
|
3.49
|
%
|
||||||||||||
Net interest spread
|
|
|
2.54
|
%
|
|
|
3.12
|
%
|
|
|
3.05
|
%
|
||||||||||||
Loan spread(3)
|
|
|
3.59
|
%
|
|
|
4.04
|
%
|
|
|
4.00
|
%
|
(1)
|
The loan averages include non-accrual loans which are stated net of unearned income. Loan interest income includes loan fees totaling $57.1 million, $71.0 million and $59.5 million for the years ended December 31, 2019, 2018 and 2017, respectively.
|
(2)
|
Taxable equivalent rates used where applicable.
|
(3)
|
Yield on loans, net of reserves, less funding cost including all deposits and borrowed funds.
|
|
Years Ended December 31,
|
||||||||||||||||||||||
|
2019/2018
|
|
2018/2017
|
||||||||||||||||||||
|
Net
Change
|
|
Change Due To(1)
|
|
Net
Change
|
|
Change Due To(1)
|
||||||||||||||||
(in thousands)
|
Volume
|
|
Yield/Rate(2)
|
|
Volume
|
|
Yield/Rate(2)
|
||||||||||||||||
Interest income:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Investment securities
|
$
|
7,165
|
|
|
$
|
5,787
|
|
|
$
|
1,378
|
|
|
$
|
2,294
|
|
|
$
|
722
|
|
|
$
|
1,572
|
|
Loans held for sale
|
41,286
|
|
|
51,381
|
|
|
(10,095
|
)
|
|
32,081
|
|
|
21,385
|
|
|
10,696
|
|
||||||
Loans held for investment, mortgage finance loans
|
60,227
|
|
|
78,979
|
|
|
(18,752
|
)
|
|
38,163
|
|
|
25,541
|
|
|
12,622
|
|
||||||
Loans held for investment
|
56,540
|
|
|
38,729
|
|
|
17,811
|
|
|
207,423
|
|
|
96,521
|
|
|
110,902
|
|
||||||
Federal funds sold and securities purchased under resale agreements
|
(2,263
|
)
|
|
(2,329
|
)
|
|
66
|
|
|
1,250
|
|
|
(435
|
)
|
|
1,685
|
|
||||||
Interest-bearing deposits in other banks
|
38,496
|
|
|
36,304
|
|
|
2,192
|
|
|
3,198
|
|
|
(10,437
|
)
|
|
13,635
|
|
||||||
Total
|
201,451
|
|
|
208,851
|
|
|
(7,400
|
)
|
|
284,409
|
|
|
133,297
|
|
|
151,112
|
|
||||||
Interest expense:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Transaction deposits
|
21,170
|
|
|
7,644
|
|
|
13,526
|
|
|
32,448
|
|
|
6,197
|
|
|
26,251
|
|
||||||
Savings deposits
|
54,601
|
|
|
27,534
|
|
|
27,067
|
|
|
53,025
|
|
|
3,382
|
|
|
49,643
|
|
||||||
Time deposits
|
32,650
|
|
|
15,517
|
|
|
17,133
|
|
|
19,757
|
|
|
6,181
|
|
|
13,576
|
|
||||||
Other borrowings
|
27,527
|
|
|
18,344
|
|
|
9,183
|
|
|
25,009
|
|
|
5,173
|
|
|
19,836
|
|
||||||
Long-term debt
|
311
|
|
|
20
|
|
|
291
|
|
|
1,123
|
|
|
20
|
|
|
1,103
|
|
||||||
Total
|
136,259
|
|
|
69,059
|
|
|
67,200
|
|
|
131,362
|
|
|
20,953
|
|
|
110,409
|
|
||||||
Net interest income
|
$
|
65,192
|
|
|
$
|
139,792
|
|
|
$
|
(74,600
|
)
|
|
$
|
153,047
|
|
|
$
|
112,344
|
|
|
$
|
40,703
|
|
(1)
|
Yield/rate and volume variances are allocated to yield/rate.
|
(2)
|
Taxable equivalent rates used where applicable assuming a 21% tax rate.
|
|
Year ended December 31,
|
||||||||||
(in thousands)
|
2019
|
|
2018
|
|
2017
|
||||||
Service charges on deposit accounts
|
$
|
11,320
|
|
|
$
|
12,787
|
|
|
$
|
12,432
|
|
Wealth management and trust fee income
|
8,810
|
|
|
8,148
|
|
|
6,153
|
|
|||
Brokered loan fees
|
29,738
|
|
|
22,532
|
|
|
23,331
|
|
|||
Servicing income
|
13,439
|
|
|
18,307
|
|
|
15,657
|
|
|||
Swap fees
|
4,387
|
|
|
5,625
|
|
|
3,990
|
|
|||
Net gain/(loss) on sale of loans held for sale
|
(20,259
|
)
|
|
(15,934
|
)
|
|
(2,387
|
)
|
|||
Other(1)
|
45,005
|
|
|
26,559
|
|
|
15,080
|
|
|||
Total non-interest income
|
$
|
92,440
|
|
|
$
|
78,024
|
|
|
$
|
74,256
|
|
(1)
|
Other non-interest income includes such items as letter of credit fees, bank owned life insurance ("BOLI") income, dividends on FHLB and FRB stock, income from legal settlements and other general operating income.
|
|
|
Year ended December 31,
|
||||||||||
(in thousands)
|
|
2019
|
|
2018
|
|
2017
|
||||||
Salaries and employee benefits
|
|
$
|
315,080
|
|
|
$
|
291,768
|
|
|
$
|
264,231
|
|
Net occupancy expense
|
|
32,989
|
|
|
30,342
|
|
|
25,811
|
|
|||
Marketing
|
|
53,355
|
|
|
39,335
|
|
|
26,787
|
|
|||
Legal and professional
|
|
53,830
|
|
|
42,990
|
|
|
29,731
|
|
|||
Communications and technology
|
|
44,826
|
|
|
30,056
|
|
|
31,004
|
|
|||
FDIC insurance assessment
|
|
20,093
|
|
|
24,307
|
|
|
23,510
|
|
|||
Servicing-related expenses
|
|
22,573
|
|
|
14,934
|
|
|
15,506
|
|
|||
Allowance and other carrying costs for OREO
|
|
7
|
|
|
474
|
|
|
6,437
|
|
|||
Other(1)
|
|
47,246
|
|
|
50,890
|
|
|
42,859
|
|
|||
Total non-interest expense
|
|
$
|
589,999
|
|
|
$
|
525,096
|
|
|
$
|
465,876
|
|
(1)
|
Other expense includes such items as courier expenses, regulatory assessments other than FDIC insurance, insurance expenses and other general operating expenses.
|
|
December 31,
|
||||||||||||||||||
(in thousands)
|
2019
|
|
2018
|
|
2017
|
|
2016
|
|
2015
|
||||||||||
Commercial
|
$
|
10,230,828
|
|
|
$
|
10,373,288
|
|
|
$
|
9,189,811
|
|
|
$
|
7,291,545
|
|
|
$
|
6,672,631
|
|
Mortgage finance
|
8,169,849
|
|
|
5,877,524
|
|
|
5,308,160
|
|
|
4,497,338
|
|
|
4,966,276
|
|
|||||
Construction
|
2,563,339
|
|
|
2,120,966
|
|
|
2,166,208
|
|
|
2,098,706
|
|
|
1,851,717
|
|
|||||
Real estate
|
3,444,701
|
|
|
3,929,117
|
|
|
3,794,577
|
|
|
3,462,203
|
|
|
3,139,197
|
|
|||||
Consumer
|
71,463
|
|
|
63,438
|
|
|
48,684
|
|
|
34,587
|
|
|
25,323
|
|
|||||
Equipment leases
|
256,462
|
|
|
312,191
|
|
|
264,903
|
|
|
185,529
|
|
|
113,996
|
|
|||||
Total loans held for investment
|
$
|
24,736,642
|
|
|
$
|
22,676,524
|
|
|
$
|
20,772,343
|
|
|
$
|
17,569,908
|
|
|
$
|
16,769,140
|
|
(in thousands except percentage data)
|
Amount
|
|
Percent of
Total Loans Held for Investment
|
|||
Industry type:
|
|
|
|
|||
Mortgage finance loans
|
$
|
8,169,849
|
|
|
33.0
|
%
|
Real estate and construction
|
5,430,580
|
|
|
22.0
|
%
|
|
Financials excluding banks
|
5,053,285
|
|
|
20.4
|
%
|
|
Oil & gas and pipelines
|
1,665,422
|
|
|
6.7
|
%
|
|
Government and education
|
527,217
|
|
|
2.1
|
%
|
|
Healthcare and pharmaceuticals
|
510,077
|
|
|
2.1
|
%
|
|
Machinery, equipment and parts manufacturing
|
409,306
|
|
|
1.7
|
%
|
|
Commercial services
|
368,394
|
|
|
1.5
|
%
|
|
Retail
|
360,463
|
|
|
1.5
|
%
|
|
Technology, telecom and media
|
309,237
|
|
|
1.3
|
%
|
|
Materials and commodities
|
260,896
|
|
|
1.1
|
%
|
|
Entertainment and recreation
|
200,181
|
|
|
0.8
|
%
|
|
Food and beverage manufacturing and wholesale
|
193,964
|
|
|
0.8
|
%
|
|
Consumer services
|
178,726
|
|
|
0.7
|
%
|
|
Transportation services
|
98,813
|
|
|
0.4
|
%
|
|
Auto-related
|
80,794
|
|
|
0.3
|
%
|
|
Diversified or miscellaneous
|
919,438
|
|
|
3.6
|
%
|
|
Total loans held for investment
|
$
|
24,736,642
|
|
|
100.0
|
%
|
(in thousands except percentage data)
|
Amount
|
|
Percent of
Total Loans Held for Investment
|
|||
Collateral type:
|
|
|
|
|||
Mortgage finance loans
|
$
|
8,169,849
|
|
|
33.0
|
%
|
Business assets
|
7,257,383
|
|
|
29.3
|
%
|
|
Real property
|
6,008,040
|
|
|
24.3
|
%
|
|
Energy
|
1,235,384
|
|
|
5.0
|
%
|
|
Municipal tax- and revenue-secured
|
635,061
|
|
|
2.6
|
%
|
|
Unsecured
|
782,993
|
|
|
3.2
|
%
|
|
Highly liquid assets
|
210,082
|
|
|
0.8
|
%
|
|
Other assets
|
383,591
|
|
|
1.6
|
%
|
|
Rolling stock
|
45,982
|
|
|
0.2
|
%
|
|
U. S. Government guaranty
|
8,277
|
|
|
—
|
%
|
|
Total loans held for investment
|
$
|
24,736,642
|
|
|
100.0
|
%
|
(in thousands except percentage data)
|
Amount
|
|
Percent of
Total
Real Estate
Loans
|
|||
Property type:
|
|
|
|
|||
Market risk
|
|
|
|
|||
Apartment buildings
|
$
|
1,011,552
|
|
|
16.8
|
%
|
1-4 Family dwellings (other than condominium)
|
731,220
|
|
|
12.2
|
%
|
|
Commercial buildings
|
704,318
|
|
|
11.7
|
%
|
|
Hotel/motel buildings
|
377,412
|
|
|
6.3
|
%
|
|
Hospital/medical buildings
|
367,156
|
|
|
6.1
|
%
|
|
Residential lots
|
348,282
|
|
|
5.8
|
%
|
|
Shopping center/mall buildings
|
327,431
|
|
|
5.4
|
%
|
|
Industrial buildings
|
294,315
|
|
|
4.9
|
%
|
|
Commercial lots
|
94,214
|
|
|
1.6
|
%
|
|
Unimproved land
|
54,657
|
|
|
0.9
|
%
|
|
Other
|
476,194
|
|
|
7.9
|
%
|
|
Other than market risk
|
|
|
|
|||
1-4 Family dwellings (other than condominium)
|
384,094
|
|
|
6.4
|
%
|
|
Commercial buildings
|
311,948
|
|
|
5.2
|
%
|
|
Industrial buildings
|
300,184
|
|
|
5.0
|
%
|
|
Other
|
225,063
|
|
|
3.8
|
%
|
|
Total real estate loans
|
$
|
6,008,040
|
|
|
100.0
|
%
|
(in thousands except percentage data)
|
Amount
|
|
Percent of
Total
|
|||
Geographic region:
|
|
|
|
|||
Dallas/Fort Worth
|
$
|
1,095,967
|
|
|
22.9
|
%
|
Houston
|
908,119
|
|
|
19.0
|
%
|
|
San Antonio
|
411,146
|
|
|
8.6
|
%
|
|
Austin
|
403,945
|
|
|
8.4
|
%
|
|
Other Texas cities
|
108,281
|
|
|
2.3
|
%
|
|
Other states
|
1,859,293
|
|
|
38.8
|
%
|
|
Total market risk real estate loans
|
$
|
4,786,751
|
|
|
100
|
%
|
|
December 31, 2019
|
|
December 31, 2018
|
||||||||||||||||||
|
|
|
Period End Balances
|
|
|
|
Period End Balances
|
||||||||||||||
(in thousands, except relationship data)
|
Number of
Relationships
|
|
Committed
|
|
Outstanding
|
|
Number of
Relationships
|
|
Committed
|
|
Outstanding
|
||||||||||
$30.0 million and greater
|
177
|
|
|
$
|
8,254,124
|
|
|
$
|
4,251,321
|
|
|
152
|
|
|
$
|
6,995,259
|
|
|
$
|
3,678,155
|
|
$20.0 million to $29.9 million
|
196
|
|
|
4,708,982
|
|
|
3,103,200
|
|
|
224
|
|
|
5,272,529
|
|
|
3,362,732
|
|
|
2019 Average Balance per Relationship
|
|
2018 Average Balance per Relationship
|
||||||||||||
(in thousands)
|
Committed
|
|
Outstanding
|
|
Committed
|
|
Outstanding
|
||||||||
$30.0 million and greater
|
$
|
46,633
|
|
|
$
|
24,019
|
|
|
$
|
46,021
|
|
|
$
|
24,198
|
|
$20.0 million to $29.9 million
|
24,025
|
|
|
15,833
|
|
|
23,538
|
|
|
15,012
|
|
|
December 31, 2019
|
||||||||||||||
(in thousands)
|
Total
|
|
Within 1 Year
|
|
1-5 Years
|
|
After 5 Years
|
||||||||
Loan maturity:
|
|
|
|
|
|
|
|
||||||||
Commercial
|
$
|
10,230,828
|
|
|
$
|
3,563,035
|
|
|
$
|
5,807,416
|
|
|
$
|
860,377
|
|
Mortgage finance
|
8,169,849
|
|
|
8,169,849
|
|
|
—
|
|
|
—
|
|
||||
Construction
|
2,563,339
|
|
|
731,908
|
|
|
1,766,100
|
|
|
65,331
|
|
||||
Real estate
|
3,444,701
|
|
|
664,770
|
|
|
1,851,049
|
|
|
928,882
|
|
||||
Consumer
|
71,463
|
|
|
56,182
|
|
|
7,740
|
|
|
7,541
|
|
||||
Equipment leases
|
256,462
|
|
|
29,512
|
|
|
107,965
|
|
|
118,985
|
|
||||
Total loans held for investment
|
$
|
24,736,642
|
|
|
$
|
13,215,256
|
|
|
$
|
9,540,270
|
|
|
$
|
1,981,116
|
|
Interest rate sensitivity for selected loans with:
|
|
|
|
|
|
|
|
||||||||
Predetermined interest rates
|
$
|
3,074,975
|
|
|
$
|
1,556,329
|
|
|
$
|
530,507
|
|
|
$
|
988,139
|
|
Floating or adjustable interest rates
|
21,661,667
|
|
|
11,658,927
|
|
|
9,009,763
|
|
|
992,977
|
|
||||
Total loans held for investment
|
$
|
24,736,642
|
|
|
$
|
13,215,256
|
|
|
$
|
9,540,270
|
|
|
$
|
1,981,116
|
|
|
As of December 31,
|
||||||||||
(in thousands)
|
2019
|
|
2018
|
|
2017
|
||||||
Non-accrual loans(1)
|
|
|
|
|
|
||||||
Commercial
|
|
|
|
|
|
||||||
Oil and gas properties
|
$
|
125,049
|
|
|
$
|
37,532
|
|
|
$
|
64,192
|
|
Assets of the borrowers
|
54,538
|
|
|
16,538
|
|
|
7,571
|
|
|||
Accounts receivable and inventory
|
29,789
|
|
|
21,300
|
|
|
24,399
|
|
|||
Other
|
4,084
|
|
|
2,493
|
|
|
3,569
|
|
|||
Total commercial
|
213,460
|
|
|
77,863
|
|
|
99,731
|
|
|||
Real estate
|
|
|
|
|
|
|
|
|
|||
Commercial property
|
1,751
|
|
|
988
|
|
|
1,096
|
|
|||
Single family residences
|
1,449
|
|
|
1,469
|
|
|
118
|
|
|||
Hotel/motel
|
8,500
|
|
|
—
|
|
|
—
|
|
|||
Other
|
—
|
|
|
—
|
|
|
499
|
|
|||
Total real estate
|
11,700
|
|
|
2,457
|
|
|
1,713
|
|
|||
Consumer
|
34
|
|
|
55
|
|
|
—
|
|
|||
Equipment leases
|
190
|
|
|
—
|
|
|
—
|
|
|||
Total non-accrual loans
|
225,384
|
|
|
80,375
|
|
|
101,444
|
|
|||
OREO(2)
|
—
|
|
|
79
|
|
|
11,742
|
|
|||
Total non-performing assets
|
$
|
225,384
|
|
|
$
|
80,454
|
|
|
$
|
113,186
|
|
Restructured loans - accruing
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Loans held for investment past due 90 days and accruing(3)
|
$
|
17,584
|
|
|
$
|
9,353
|
|
|
$
|
8,429
|
|
Loans held for sale past due 90 days and accruing(4)
|
$
|
8,207
|
|
|
$
|
16,829
|
|
|
$
|
19,737
|
|
(1)
|
As of December 31, 2019, 2018 and 2017, non-accrual loans included $35.1 million, $20.0 million and $18.8 million, respectively, in loans that met the criteria for restructured.
|
(2)
|
At December 31, 2019, 2018 and 2017, there was no valuation allowance recorded against the OREO balance.
|
(3)
|
At December 31, 2019, 2018 and 2017, loans past due 90 days and still accruing includes premium finance loans of $8.5 million, $9.2 million and $5.5 million, respectively.
|
(4)
|
Includes loans guaranteed by U.S. government agencies that were repurchased out of Ginnie Mae securities. Loans are recorded as loans held for sale and carried at fair value on the balance sheet. Interest on these past due loans accrues at the debenture rate guaranteed by the U.S. government. Also includes loans that, pursuant to Ginnie Mae servicing guidelines, we have the unilateral right, but not the obligation, to repurchase if defined delinquent loan criteria are met and therefore must record as loans held for sale on our balance sheet regardless of whether the repurchase option has been exercised.
|
|
Year Ended December 31,
|
|
||||||||||||||||||
(in thousands except percentage and multiple data)
|
2019
|
|
2018
|
|
2017
|
|
2016
|
|
2015
|
|
||||||||||
Allowance for loan losses:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Beginning balance
|
$
|
191,522
|
|
|
$
|
184,655
|
|
|
$
|
168,126
|
|
|
$
|
141,111
|
|
|
$
|
100,954
|
|
|
Loans charged-off:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Commercial
|
76,958
|
|
|
79,692
|
|
|
34,145
|
|
|
56,558
|
|
|
16,254
|
|
|
|||||
Construction
|
—
|
|
|
—
|
|
|
59
|
|
|
—
|
|
|
—
|
|
|
|||||
Real estate
|
662
|
|
|
—
|
|
|
290
|
|
|
528
|
|
|
389
|
|
|
|||||
Consumer
|
—
|
|
|
767
|
|
|
180
|
|
|
47
|
|
|
62
|
|
|
|||||
Equipment leases
|
19
|
|
|
319
|
|
|
—
|
|
|
—
|
|
|
25
|
|
|
|||||
Total charge-offs
|
77,639
|
|
|
80,778
|
|
|
34,674
|
|
|
57,133
|
|
|
16,730
|
|
|
|||||
Recoveries:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Commercial
|
3,290
|
|
|
2,468
|
|
|
4,593
|
|
|
9,364
|
|
|
4,944
|
|
|
|||||
Construction
|
—
|
|
|
—
|
|
|
104
|
|
|
34
|
|
|
400
|
|
|
|||||
Real estate
|
—
|
|
|
69
|
|
|
75
|
|
|
63
|
|
|
33
|
|
|
|||||
Consumer
|
69
|
|
|
438
|
|
|
70
|
|
|
21
|
|
|
173
|
|
|
|||||
Equipment leases
|
11
|
|
|
33
|
|
|
10
|
|
|
77
|
|
|
38
|
|
|
|||||
Total recoveries
|
3,370
|
|
|
3,008
|
|
|
4,852
|
|
|
9,559
|
|
|
5,588
|
|
|
|||||
Net charge-offs
|
74,269
|
|
|
77,770
|
|
|
29,822
|
|
|
47,574
|
|
|
11,142
|
|
|
|||||
Provision for loan losses
|
77,794
|
|
|
84,637
|
|
|
46,351
|
|
|
74,589
|
|
|
51,299
|
|
|
|||||
Ending balance
|
$
|
195,047
|
|
|
$
|
191,522
|
|
|
$
|
184,655
|
|
|
$
|
168,126
|
|
|
$
|
141,111
|
|
|
Allowance for off-balance sheet credit losses:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Beginning balance
|
$
|
11,434
|
|
|
$
|
9,071
|
|
|
$
|
11,422
|
|
|
$
|
9,011
|
|
|
$
|
7,060
|
|
|
Provision for off-balance sheet credit losses
|
(2,794
|
)
|
|
2,363
|
|
|
(2,351
|
)
|
|
2,411
|
|
|
1,951
|
|
|
|||||
Ending balance
|
$
|
8,640
|
|
|
$
|
11,434
|
|
|
$
|
9,071
|
|
|
$
|
11,422
|
|
|
$
|
9,011
|
|
|
Total allowance for credit losses
|
$
|
203,687
|
|
|
$
|
202,956
|
|
|
$
|
193,726
|
|
|
$
|
179,548
|
|
|
$
|
150,122
|
|
|
Total provision for credit losses
|
$
|
75,000
|
|
|
$
|
87,000
|
|
|
$
|
44,000
|
|
|
$
|
77,000
|
|
|
$
|
53,250
|
|
|
Allowance for loan losses to LHI
|
0.79
|
|
%
|
0.85
|
|
%
|
0.89
|
|
%
|
0.96
|
|
%
|
0.84
|
|
%
|
|||||
Net charge-offs to average LHI
|
0.31
|
|
%
|
0.37
|
|
%
|
0.16
|
|
%
|
0.29
|
|
%
|
0.07
|
|
%
|
|||||
Total provision for credit losses to average LHI
|
0.32
|
|
%
|
0.42
|
|
%
|
0.24
|
|
%
|
0.46
|
|
%
|
0.35
|
|
%
|
|||||
Recoveries to total charge-offs
|
4.34
|
|
%
|
3.72
|
|
%
|
13.99
|
|
%
|
16.73
|
|
%
|
33.40
|
|
%
|
|||||
Allowance for off-balance sheet credit losses to off-balance sheet credit commitments
|
0.10
|
|
%
|
0.14
|
|
%
|
0.13
|
|
%
|
0.19
|
|
%
|
0.16
|
|
%
|
|||||
Combined allowance for credit losses to LHI
|
0.83
|
|
%
|
0.90
|
|
%
|
0.94
|
|
%
|
1.03
|
|
%
|
0.90
|
|
%
|
|||||
Allowance as a multiple of non-performing loans
|
0.9
|
|
x
|
2.4
|
|
x
|
1.8
|
|
x
|
1.0
|
|
x
|
0.8
|
|
x
|
|
|
December 31,
|
|||||||||||||||||||||||||||||||||
|
|
2019
|
|
2018
|
|
2017
|
|
2016
|
|
2015
|
|||||||||||||||||||||||||
(in thousands except
percentage data)
|
|
Reserve
|
|
% of
Loans
|
|
Reserve
|
|
% of
Loans
|
|
Reserve
|
|
% of
Loans
|
|
Reserve
|
|
% of
Loans
|
|
Reserve
|
|
% of
Loans
|
|||||||||||||||
Loan category:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
Commercial
|
|
$
|
162,119
|
|
|
42
|
%
|
|
$
|
129,442
|
|
|
46
|
%
|
|
$
|
118,806
|
|
|
45
|
%
|
|
$
|
128,768
|
|
|
41
|
%
|
|
$
|
112,446
|
|
|
40
|
%
|
Mortgage finance loans
|
|
2,265
|
|
|
33
|
%
|
|
—
|
|
|
26
|
%
|
|
—
|
|
|
26
|
%
|
|
—
|
|
|
26
|
%
|
|
—
|
|
|
29
|
%
|
|||||
Construction
|
|
14,773
|
|
|
10
|
%
|
|
19,242
|
|
|
9
|
%
|
|
19,273
|
|
|
10
|
%
|
|
13,144
|
|
|
12
|
%
|
|
6,836
|
|
|
11
|
%
|
|||||
Real estate
|
|
15,502
|
|
|
14
|
%
|
|
33,353
|
|
|
18
|
%
|
|
34,287
|
|
|
18
|
%
|
|
19,149
|
|
|
20
|
%
|
|
13,381
|
|
|
19
|
%
|
|||||
Consumer
|
|
53
|
|
|
—
|
|
|
425
|
|
|
—
|
|
|
357
|
|
|
—
|
|
|
241
|
|
|
—
|
|
|
338
|
|
|
—
|
|
|||||
Equipment leases
|
|
335
|
|
|
1
|
%
|
|
1,829
|
|
|
1
|
%
|
|
3,542
|
|
|
1
|
%
|
|
1,124
|
|
|
1
|
%
|
|
3,931
|
|
|
1
|
%
|
|||||
Additional qualitative reserve
|
|
—
|
|
|
—
|
|
|
7,231
|
|
|
—
|
|
|
8,390
|
|
|
—
|
|
|
5,700
|
|
|
—
|
|
|
4,179
|
|
|
—
|
|
|||||
Total allowance for loan losses
|
|
$
|
195,047
|
|
|
100
|
%
|
|
$
|
191,522
|
|
|
100
|
%
|
|
$
|
184,655
|
|
|
100
|
%
|
|
$
|
168,126
|
|
|
100
|
%
|
|
$
|
141,111
|
|
|
100
|
%
|
|
Year Ended December 31,
|
||||||||||
(in thousands)
|
2019
|
|
2018
|
|
2017
|
||||||
Non-interest-bearing
|
$
|
8,989,104
|
|
|
$
|
7,890,304
|
|
|
$
|
8,320,650
|
|
Interest-bearing transaction
|
3,535,282
|
|
|
3,044,300
|
|
|
2,159,375
|
|
|||
Savings
|
9,780,532
|
|
|
7,986,135
|
|
|
7,495,318
|
|
|||
Time deposits
|
2,351,698
|
|
|
1,292,864
|
|
|
478,513
|
|
|||
Total average deposits
|
$
|
24,656,616
|
|
|
$
|
20,213,603
|
|
|
$
|
18,453,856
|
|
|
December 31,
|
||||||||||
(in thousands)
|
2019
|
|
2018
|
|
2017
|
||||||
Months to maturity:
|
|
|
|
|
|
||||||
3 or less
|
$
|
215,991
|
|
|
$
|
193,982
|
|
|
$
|
161,523
|
|
Over 3 through 6
|
75,632
|
|
|
89,529
|
|
|
146,027
|
|
|||
Over 6 through 12
|
165,973
|
|
|
100,177
|
|
|
128,817
|
|
|||
Over 12
|
50,619
|
|
|
15,834
|
|
|
28,965
|
|
|||
Total
|
$
|
508,215
|
|
|
$
|
399,522
|
|
|
$
|
465,332
|
|
|
|
December 31,
|
||||||||||
(in thousands except percentage data)
|
|
2019
|
|
2018
|
|
2017
|
||||||
Federal funds sold and securities purchased under resale agreements
|
|
$
|
30,000
|
|
|
$
|
50,190
|
|
|
$
|
30,000
|
|
Interest-bearing deposits
|
|
4,233,766
|
|
|
2,815,684
|
|
|
2,697,581
|
|
|||
Total liquidity assets
|
|
$
|
4,263,766
|
|
|
$
|
2,865,874
|
|
|
$
|
2,727,581
|
|
|
|
|
|
|
|
|
||||||
Total liquidity assets as a percent of:
|
|
|
|
|
|
|
||||||
Total loans held for investment
|
|
17.3
|
%
|
|
12.7
|
%
|
|
13.2
|
%
|
|||
Total earning assets
|
|
13.5
|
%
|
|
10.5
|
%
|
|
11.2
|
%
|
|||
Total deposits
|
|
16.1
|
%
|
|
13.9
|
%
|
|
14.3
|
%
|
|
December 31,
|
||||||
(in thousands)
|
2019
|
|
2018
|
||||
Deposits from core customers
|
$
|
22,549,568
|
|
|
$
|
17,015,541
|
|
Deposits from core customers as a percent of total deposits
|
85.2
|
%
|
|
82.6
|
%
|
||
Relationship brokered deposits
|
$
|
1,617,247
|
|
|
$
|
2,027,850
|
|
Relationship brokered deposits as a percent of average total deposits
|
6.1
|
%
|
|
9.8
|
%
|
||
Traditional brokered deposits
|
$
|
2,311,778
|
|
|
$
|
1,562,722
|
|
Traditional brokered deposits as a percent of total deposits
|
8.7
|
%
|
|
7.6
|
%
|
||
Average deposits from core customers
|
$
|
20,747,292
|
|
|
$
|
17,504,922
|
|
Average deposits from core customers as a percent of average total deposits
|
84.1
|
%
|
|
86.6
|
%
|
||
Average relationship brokered deposits
|
$
|
2,096,287
|
|
|
$
|
1,890,824
|
|
Average relationship brokered deposits as a percent of average total deposits
|
8.5
|
%
|
|
9.4
|
%
|
||
Average traditional brokered deposits
|
$
|
1,813,037
|
|
|
$
|
817,857
|
|
Average traditional brokered deposits as a percent of average total deposits
|
7.4
|
%
|
|
4.0
|
%
|
|
|
December 31,
|
||||||||
(in thousands)
|
|
2019
|
2018
|
2017
|
||||||
Federal funds purchased
|
|
$
|
132,270
|
|
$
|
629,169
|
|
$
|
359,338
|
|
Repurchase agreements
|
|
9,496
|
|
12,005
|
|
5,702
|
|
|||
FHLB borrowings
|
|
2,400,000
|
|
3,900,000
|
|
2,800,000
|
|
|||
Line of credit
|
|
—
|
|
—
|
|
—
|
|
|||
Total short-term and other borrowings
|
|
$
|
2,541,766
|
|
$
|
4,541,174
|
|
$
|
3,165,040
|
|
(in thousands)
|
Note
Reference
|
|
Within One
Year
|
|
After One But
Within Three
Years
|
|
After Three
But Within
Five Years
|
|
After
Five
Years
|
|
Total
|
|||||||||||
Deposits without a stated maturity
|
10
|
|
|
$
|
23,607,562
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
23,607,562
|
|
Time deposits
|
10
|
|
|
2,810,219
|
|
|
55,923
|
|
|
2,034
|
|
|
2,855
|
|
|
2,871,031
|
|
|||||
Federal funds purchased and customer repurchase agreements
|
11
|
|
|
141,766
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
141,766
|
|
|||||
FHLB borrowings
|
11
|
|
|
2,400,000
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
2,400,000
|
|
|||||
Subordinated notes
|
12
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
282,129
|
|
|
282,129
|
|
|||||
Trust preferred subordinated debentures
|
12
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
113,406
|
|
|
113,406
|
|
|||||
Total contractual obligations
|
|
|
$
|
28,959,547
|
|
|
$
|
55,923
|
|
|
$
|
2,034
|
|
|
$
|
398,390
|
|
|
$
|
29,415,894
|
|
(in thousands)
|
Within
One Year
|
|
After One But
Within Three
Years
|
|
After Three
But Within
Five Years
|
|
After Five
Years
|
|
Total
|
||||||||||
Commitments to extend credit
|
$
|
2,672,791
|
|
|
$
|
3,112,661
|
|
|
$
|
2,066,169
|
|
|
$
|
215,034
|
|
|
$
|
8,066,655
|
|
Standby and commercial letters of credit
|
186,377
|
|
|
58,301
|
|
|
16,727
|
|
|
—
|
|
|
261,405
|
|
|||||
Total financial instruments with off-balance sheet risk
|
$
|
2,859,168
|
|
|
$
|
3,170,962
|
|
|
$
|
2,082,896
|
|
|
$
|
215,034
|
|
|
$
|
8,328,060
|
|
|
December 31,
|
||||||||||||||||||
(in thousands, except per share data)
|
2019
|
|
2018
|
|
2017
|
|
2016
|
|
2015
|
||||||||||
Total common equity
|
$
|
2,682,258
|
|
|
$
|
2,350,394
|
|
|
$
|
2,052,721
|
|
|
$
|
1,859,557
|
|
|
$
|
1,473,533
|
|
Adjustments:
|
|
|
|
|
|
|
|
|
|
||||||||||
Goodwill and intangibles
|
(18,099
|
)
|
|
(18,570
|
)
|
|
(19,040
|
)
|
|
(19,512
|
)
|
|
(19,960
|
)
|
|||||
Tangible common equity
|
$
|
2,664,159
|
|
|
$
|
2,331,824
|
|
|
$
|
2,033,681
|
|
|
$
|
1,840,045
|
|
|
$
|
1,453,573
|
|
Common shares outstanding
|
50,337,741
|
|
|
50,200,710
|
|
|
49,643,344
|
|
|
49,503,662
|
|
|
45,873,807
|
|
|||||
Book value per common share
|
$
|
53.29
|
|
|
$
|
46.82
|
|
|
$
|
41.35
|
|
|
$
|
37.56
|
|
|
$
|
32.12
|
|
Tangible book value per common share(1)
|
$
|
52.93
|
|
|
$
|
46.45
|
|
|
$
|
40.97
|
|
|
$
|
37.17
|
|
|
$
|
31.69
|
|
(1)
|
Stockholders’ equity excluding preferred stock, less goodwill and intangibles, divided by shares outstanding at period end.
|
|
December 31,
|
||||||||||||||||||
(in thousands, except percentage data)
|
2019
|
|
2018
|
|
2017
|
|
2016
|
|
2015
|
||||||||||
Total common equity
|
$
|
2,682,258
|
|
|
$
|
2,350,394
|
|
|
$
|
2,052,721
|
|
|
$
|
1,859,557
|
|
|
$
|
1,473,533
|
|
Adjustments:
|
|
|
|
|
|
|
|
|
|
||||||||||
AOCI
|
(8,950
|
)
|
|
(518
|
)
|
|
(428
|
)
|
|
(415
|
)
|
|
(718
|
)
|
|||||
Goodwill and intangibles
|
(18,099
|
)
|
|
(18,570
|
)
|
|
(19,040
|
)
|
|
(19,512
|
)
|
|
(19,960
|
)
|
|||||
Tangible common equity
|
$
|
2,655,209
|
|
|
$
|
2,331,306
|
|
|
$
|
2,033,253
|
|
|
$
|
1,839,630
|
|
|
$
|
1,452,855
|
|
Total Assets
|
$
|
32,548,069
|
|
|
$
|
28,257,767
|
|
|
$
|
25,075,645
|
|
|
$
|
21,697,134
|
|
|
$
|
18,903,821
|
|
Adjustments:
|
|
|
|
|
|
|
|
|
|
||||||||||
AOCI
|
(8,950
|
)
|
|
(518
|
)
|
|
(428
|
)
|
|
(415
|
)
|
|
(718
|
)
|
|||||
Goodwill and intangibles
|
(18,099
|
)
|
|
(18,570
|
)
|
|
(19,040
|
)
|
|
(19,512
|
)
|
|
(19,960
|
)
|
|||||
Tangible common equity
|
$
|
32,521,020
|
|
|
$
|
28,238,679
|
|
|
$
|
25,056,177
|
|
|
$
|
21,677,207
|
|
|
$
|
18,883,143
|
|
Total common equity to total assets
|
8.24
|
%
|
|
8.32
|
%
|
|
8.19
|
%
|
|
8.57
|
%
|
|
7.79
|
%
|
|||||
Tangible common equity to total tangible assets(1)
|
8.16
|
%
|
|
8.26
|
%
|
|
8.11
|
%
|
|
8.49
|
%
|
|
7.69
|
%
|
(1)
|
Stockholders’ equity excluding preferred stock, less accumulated other comprehensive income and goodwill and intangibles, divided by total assets, less accumulated other comprehensive income and goodwill and intangibles.
|
ITEM 7A.
|
QUANTITATIVE AND QUALITATIVE DISCLOSURE ABOUT MARKET RISK
|
(in thousands)
|
0-3 mo
Balance
|
|
4-12 mo
Balance
|
|
1-3 yr
Balance
|
|
3+ yr
Balance
|
|
Total
Balance
|
||||||||||
Assets:
|
|
|
|
|
|
|
|
|
|
||||||||||
Interest-bearing deposits in other banks, federal funds sold and securities purchased under resale agreements
|
$
|
4,263,766
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
4,263,766
|
|
Investment securities(1)
|
27,021
|
|
|
2,680
|
|
|
352
|
|
|
209,818
|
|
|
239,871
|
|
|||||
Total variable loans
|
23,716,946
|
|
|
173,143
|
|
|
32,628
|
|
|
316,084
|
|
|
24,238,801
|
|
|||||
Total fixed loans
|
259,483
|
|
|
1,296,845
|
|
|
300,767
|
|
|
1,217,880
|
|
|
3,074,975
|
|
|||||
Total loans(2)
|
23,976,429
|
|
|
1,469,988
|
|
|
333,395
|
|
|
1,533,964
|
|
|
27,313,776
|
|
|||||
Total interest sensitive assets
|
$
|
28,267,216
|
|
|
$
|
1,472,668
|
|
|
$
|
333,747
|
|
|
$
|
1,743,782
|
|
|
$
|
31,817,413
|
|
Liabilities:
|
|
|
|
|
|
|
|
|
|
||||||||||
Interest-bearing customer deposits
|
$
|
14,169,103
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
14,169,103
|
|
CDs & IRAs
|
229,827
|
|
|
268,614
|
|
|
55,923
|
|
|
4,889
|
|
|
559,253
|
|
|||||
Traditional brokered deposits
|
400,000
|
|
|
1,911,778
|
|
|
—
|
|
|
—
|
|
|
2,311,778
|
|
|||||
Total interest-bearing deposits
|
14,798,930
|
|
|
2,180,392
|
|
|
55,923
|
|
|
4,889
|
|
|
17,040,134
|
|
|||||
Repurchase agreements, federal funds purchased, FHLB borrowings
|
2,541,766
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
2,541,766
|
|
|||||
Subordinated notes
|
—
|
|
|
—
|
|
|
—
|
|
|
282,129
|
|
|
282,129
|
|
|||||
Trust preferred subordinated debentures
|
—
|
|
|
—
|
|
|
—
|
|
|
113,406
|
|
|
113,406
|
|
|||||
Total borrowings
|
2,541,766
|
|
|
—
|
|
|
—
|
|
|
395,535
|
|
|
2,937,301
|
|
|||||
Total interest sensitive liabilities
|
$
|
17,340,696
|
|
|
$
|
2,180,392
|
|
|
$
|
55,923
|
|
|
$
|
400,424
|
|
|
$
|
19,977,435
|
|
GAP
|
$
|
10,926,520
|
|
|
$
|
(707,724
|
)
|
|
$
|
277,824
|
|
|
$
|
1,343,358
|
|
|
$
|
—
|
|
Cumulative GAP
|
$
|
10,926,520
|
|
|
$
|
10,218,796
|
|
|
$
|
10,496,620
|
|
|
$
|
11,839,978
|
|
|
$
|
11,839,978
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Demand deposits
|
|
|
|
|
|
|
|
|
9,438,459
|
|
|||||||||
Stockholders’ equity
|
|
|
|
|
|
|
|
|
2,832,258
|
|
|||||||||
Total
|
|
|
|
|
|
|
|
|
$
|
12,270,717
|
|
(1)
|
Investment securities based on fair market value.
|
(2)
|
Total loans includes loans held for investments, stated at gross, and loans held for sale.
|
ITEM 8.
|
FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
|
|
Page
Reference
|
How We Addressed the Matter in Our Audit
|
We obtained an understanding, evaluated the design and tested the operating effectiveness of the Company’s controls over the ALL process, including those over the identification and determination of individual Q Factors, the precision of management’s review and approval of the computation of the Q Factor adjustment, the identification and determination of segment weight adjustments, and the precision of management’s review and approval of the computed segment weight adjustments.
To test the judgmental adjustments made to historical loss experience in the ALL, our audit procedures included, among others, evaluating the Company’s ALL methodology and the underlying data used by management in developing the judgmental adjustments to the ALL. We compared the judgmental adjustments made by management to both internal portfolio metrics and external macroeconomic data (as applicable) to support the judgmental adjustments and evaluate trends in such adjustments period over period. We evaluated the data and information utilized by management to support the judgmental adjustments by independently obtaining internal and external data and information to assess the reliability and appropriateness of the data and information used by management. We confirmed that the judgmental adjustments were appropriately input into the Company’s ALL computation by recomputing the impact of such adjustments. We performed an analytical review of the ALL in aggregate using both internal and external information to evaluate the overall reasonableness of the ALL, including the judgmental adjustments.
|
|
December 31,
|
||||||
(in thousands except per share data)
|
2019
|
|
2018
|
||||
Assets
|
|
|
|
||||
Cash and due from banks
|
$
|
161,817
|
|
|
$
|
214,191
|
|
Interest-bearing deposits in other banks
|
4,233,766
|
|
|
2,815,684
|
|
||
Federal funds sold and securities purchased under resale agreements
|
30,000
|
|
|
50,190
|
|
||
Investment securities
|
239,871
|
|
|
120,216
|
|
||
Loans held for sale ($2,571.3 million and $1,969.2 million at December 2019 and 2018, respectively, at fair value)
|
2,577,134
|
|
|
1,969,474
|
|
||
Loans held for investment, mortgage finance
|
8,169,849
|
|
|
5,877,524
|
|
||
Loans held for investment (net of unearned income)
|
16,476,413
|
|
|
16,690,550
|
|
||
Less: Allowance for loan losses
|
195,047
|
|
|
191,522
|
|
||
Loans held for investment, net
|
24,451,215
|
|
|
22,376,552
|
|
||
Mortgage servicing rights, net
|
64,904
|
|
|
42,474
|
|
||
Premises and equipment, net
|
31,212
|
|
|
23,802
|
|
||
Accrued interest receivable and other assets
|
740,051
|
|
|
626,614
|
|
||
Goodwill and intangible assets, net
|
18,099
|
|
|
18,570
|
|
||
Total assets
|
$
|
32,548,069
|
|
|
$
|
28,257,767
|
|
Liabilities and Stockholders’ Equity
|
|
|
|
||||
Liabilities:
|
|
|
|
||||
Deposits:
|
|
|
|
||||
Non-interest-bearing
|
$
|
9,438,459
|
|
|
$
|
7,317,161
|
|
Interest-bearing
|
17,040,134
|
|
|
13,288,952
|
|
||
Total deposits
|
26,478,593
|
|
|
20,606,113
|
|
||
Accrued interest payable
|
12,760
|
|
|
20,675
|
|
||
Other liabilities
|
287,157
|
|
|
194,238
|
|
||
Federal funds purchased and repurchase agreements
|
141,766
|
|
|
641,174
|
|
||
Other borrowings
|
2,400,000
|
|
|
3,900,000
|
|
||
Subordinated notes, net
|
282,129
|
|
|
281,767
|
|
||
Trust preferred subordinated debentures
|
113,406
|
|
|
113,406
|
|
||
Total liabilities
|
29,715,811
|
|
|
25,757,373
|
|
||
Stockholders’ equity:
|
|
|
|
||||
Preferred stock, $.01 par value, $1,000 liquidation value:
|
|
|
|
||||
Authorized shares—10,000,000
|
|
|
|
||||
Issued shares—6,000,000 shares issued at December 31, 2019 and 2018
|
150,000
|
|
|
150,000
|
|
||
Common stock, $.01 par value:
|
|
|
|
||||
Authorized shares—100,000,000
|
|
|
|
||||
Issued shares—50,338,158 and 50,201,127 at December 31, 2019 and 2018, respectively
|
503
|
|
|
502
|
|
||
Additional paid-in capital
|
978,205
|
|
|
967,890
|
|
||
Retained earnings
|
1,694,608
|
|
|
1,381,492
|
|
||
Treasury stock (shares at cost: 417 at December 31, 2019 and 2018)
|
(8
|
)
|
|
(8
|
)
|
||
Accumulated other comprehensive income, net of taxes
|
8,950
|
|
|
518
|
|
||
Total stockholders’ equity
|
2,832,258
|
|
|
2,500,394
|
|
||
Total liabilities and stockholders’ equity
|
$
|
32,548,069
|
|
|
$
|
28,257,767
|
|
|
Year ended December 31,
|
||||||||||
(in thousands except per share data)
|
2019
|
|
2018
|
|
2017
|
||||||
Interest income
|
|
|
|
|
|
||||||
Interest and fees on loans
|
$
|
1,284,036
|
|
|
$
|
1,124,970
|
|
|
$
|
846,292
|
|
Investment securities
|
8,654
|
|
|
2,834
|
|
|
1,066
|
|
|||
Federal funds sold and securities purchased under resale agreements
|
1,529
|
|
|
3,792
|
|
|
2,542
|
|
|||
Interest-bearing deposits in other banks
|
71,093
|
|
|
32,597
|
|
|
29,399
|
|
|||
Total interest income
|
1,365,312
|
|
|
1,164,193
|
|
|
879,299
|
|
|||
Interest expense
|
|
|
|
|
|
||||||
Deposits
|
293,537
|
|
|
185,116
|
|
|
79,886
|
|
|||
Federal funds purchased
|
11,872
|
|
|
6,531
|
|
|
2,592
|
|
|||
Other borrowings
|
58,393
|
|
|
36,207
|
|
|
15,137
|
|
|||
Subordinated notes
|
16,764
|
|
|
16,764
|
|
|
16,764
|
|
|||
Trust preferred subordinated debentures
|
5,026
|
|
|
4,715
|
|
|
3,592
|
|
|||
Total interest expense
|
385,592
|
|
|
249,333
|
|
|
117,971
|
|
|||
Net interest income
|
979,720
|
|
|
914,860
|
|
|
761,328
|
|
|||
Provision for credit losses
|
75,000
|
|
|
87,000
|
|
|
44,000
|
|
|||
Net interest income after provision for credit losses
|
904,720
|
|
|
827,860
|
|
|
717,328
|
|
|||
Non-interest income
|
|
|
|
|
|
||||||
Service charges on deposit accounts
|
11,320
|
|
|
12,787
|
|
|
12,432
|
|
|||
Wealth management and trust fee income
|
8,810
|
|
|
8,148
|
|
|
6,153
|
|
|||
Brokered loan fees
|
29,738
|
|
|
22,532
|
|
|
23,331
|
|
|||
Servicing income
|
13,439
|
|
|
18,307
|
|
|
15,657
|
|
|||
Swap fees
|
4,387
|
|
|
5,625
|
|
|
3,990
|
|
|||
Net gain/(loss) on sale of loans held for sale
|
(20,259
|
)
|
|
(15,934
|
)
|
|
(2,387
|
)
|
|||
Other
|
45,005
|
|
|
26,559
|
|
|
15,080
|
|
|||
Total non-interest income
|
92,440
|
|
|
78,024
|
|
|
74,256
|
|
|||
Non-interest expense
|
|
|
|
|
|
||||||
Salaries and employee benefits
|
315,080
|
|
|
291,768
|
|
|
264,231
|
|
|||
Net occupancy expense
|
32,989
|
|
|
30,342
|
|
|
25,811
|
|
|||
Marketing
|
53,355
|
|
|
39,335
|
|
|
26,787
|
|
|||
Legal and professional
|
53,830
|
|
|
42,990
|
|
|
29,731
|
|
|||
Communications and technology
|
44,826
|
|
|
30,056
|
|
|
31,004
|
|
|||
FDIC insurance assessment
|
20,093
|
|
|
24,307
|
|
|
23,510
|
|
|||
Servicing related expenses
|
22,573
|
|
|
14,934
|
|
|
15,506
|
|
|||
Allowance and other carrying costs for other real estate owned
|
7
|
|
|
474
|
|
|
6,437
|
|
|||
Other
|
47,246
|
|
|
50,890
|
|
|
42,859
|
|
|||
Total non-interest expense
|
589,999
|
|
|
525,096
|
|
|
465,876
|
|
|||
Income before income taxes
|
407,161
|
|
|
380,788
|
|
|
325,708
|
|
|||
Income tax expense
|
84,295
|
|
|
79,964
|
|
|
128,645
|
|
|||
Net income
|
322,866
|
|
|
300,824
|
|
|
197,063
|
|
|||
Preferred stock dividends
|
9,750
|
|
|
9,750
|
|
|
9,750
|
|
|||
Net income available to common stockholders
|
$
|
313,116
|
|
|
$
|
291,074
|
|
|
$
|
187,313
|
|
Other comprehensive income (loss)
|
|
|
|
|
|
||||||
Change in unrealized gain (loss) on available-for-sale debt securities arising during period, before tax
|
$
|
10,674
|
|
|
$
|
7
|
|
|
$
|
19
|
|
Income tax expense (benefit) related to unrealized loss on available-for-sale debt securities
|
2,242
|
|
|
1
|
|
|
6
|
|
|||
Other comprehensive income (loss), net of tax
|
8,432
|
|
|
6
|
|
|
13
|
|
|||
Comprehensive income
|
$
|
331,298
|
|
|
$
|
300,830
|
|
|
$
|
197,076
|
|
Basic earnings per common share
|
$
|
6.23
|
|
|
$
|
5.83
|
|
|
$
|
3.78
|
|
Diluted earnings per common share
|
$
|
6.21
|
|
|
$
|
5.79
|
|
|
$
|
3.73
|
|
|
Preferred Stock
|
|
Common Stock
|
|
Additional
|
|
|
|
Treasury Stock
|
|
Accumulated
Other
|
|
|
|||||||||||||||||||||||
|
Paid-in
|
|
Retained
|
|
Comprehensive
|
|
|
|||||||||||||||||||||||||||||
(in thousands except share data)
|
Shares
|
|
Amount
|
|
Shares
|
|
Amount
|
|
Capital
|
|
Earnings
|
|
Shares
|
|
Amount
|
|
Income
|
|
Total
|
|||||||||||||||||
Balance at December 31, 2016
|
6,000,000
|
|
|
$
|
150,000
|
|
|
49,504,079
|
|
|
$
|
495
|
|
|
$
|
955,468
|
|
|
$
|
903,187
|
|
|
(417
|
)
|
|
$
|
(8
|
)
|
|
$
|
415
|
|
|
$
|
2,009,557
|
|
Comprehensive income:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||
Net income
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
197,063
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
197,063
|
|
|||||||
Change in unrealized gain (loss) on available-for-sale debt securities, net of taxes of $6
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
13
|
|
|
13
|
|
|||||||
Total comprehensive income
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
197,076
|
|
||||||||||||||||
Stock-based compensation expense recognized in earnings
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
8,079
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
8,079
|
|
|||||||
Preferred stock dividend
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(9,750
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(9,750
|
)
|
|||||||
Issuance of stock related to stock-based awards
|
—
|
|
|
—
|
|
|
106,087
|
|
|
1
|
|
|
(2,242
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(2,241
|
)
|
|||||||
Issuance of common stock related to warrants
|
—
|
|
|
—
|
|
|
33,595
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||||
Balance at December 31, 2017
|
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
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
300,824
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
300,824
|
|
|||||||
Change in unrealized gain (loss) on available-for-sale debt securities, net of taxes of $1
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
6
|
|
|
6
|
|
|||||||
Total comprehensive income
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
300,830
|
|
||||||||||||||||
Stock-based compensation expense recognized in earnings
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
8,973
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
8,973
|
|
|||||||
Preferred stock dividend
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(9,750
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(9,750
|
)
|
|||||||
Issuance of stock related to stock-based awards
|
—
|
|
|
—
|
|
|
120,242
|
|
|
1
|
|
|
(2,383
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(2,382
|
)
|
|||||||
Issuance of common stock related to warrants
|
—
|
|
|
—
|
|
|
437,124
|
|
|
5
|
|
|
(5
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||||
Balance at December 31, 2018
|
6,000,000
|
|
|
150,000
|
|
|
50,201,127
|
|
|
502
|
|
|
967,890
|
|
|
1,381,492
|
|
|
(417
|
)
|
|
(8
|
)
|
|
518
|
|
|
2,500,394
|
|
|||||||
Comprehensive income:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||
Net income
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
322,866
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
322,866
|
|
|||||||
Change in unrealized gain (loss) on available-for-sale debt securities, net of taxes of $2,242
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
8,432
|
|
|
8,432
|
|
|||||||
Total comprehensive income
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
331,298
|
|
||||||||||||||||
Stock-based compensation expense recognized in earnings
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
11,775
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
11,775
|
|
|||||||
Preferred stock dividend
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(9,750
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(9,750
|
)
|
|||||||
Issuance of stock related to stock-based awards
|
—
|
|
|
—
|
|
|
128,263
|
|
|
1
|
|
|
(1,460
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(1,459
|
)
|
|||||||
Issuance of common stock related to warrants
|
—
|
|
|
—
|
|
|
8,768
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||||
Balance at December 31, 2019
|
6,000,000
|
|
|
$
|
150,000
|
|
|
50,338,158
|
|
|
$
|
503
|
|
|
$
|
978,205
|
|
|
$
|
1,694,608
|
|
|
(417
|
)
|
|
$
|
(8
|
)
|
|
$
|
8,950
|
|
|
$
|
2,832,258
|
|
(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.
|
|
Year ended December 31,
|
||||||||||
(in thousands)
|
2019
|
|
2018
|
|
2017
|
||||||
Operating activities
|
|
|
|
|
|
||||||
Net income
|
$
|
322,866
|
|
|
$
|
300,824
|
|
|
$
|
197,063
|
|
Adjustments to reconcile net income to net cash provided by operating activities:
|
|
|
|
|
|
||||||
Provision for credit losses
|
75,000
|
|
|
87,000
|
|
|
44,000
|
|
|||
Deferred tax expense (benefit)
|
10,796
|
|
|
(6,400
|
)
|
|
31,276
|
|
|||
Depreciation and amortization
|
37,267
|
|
|
32,022
|
|
|
27,871
|
|
|||
Net (gain)/loss on sale of loans held for sale
|
20,259
|
|
|
15,934
|
|
|
2,387
|
|
|||
Increase (decrease) in valuation allowance on mortgage servicing rights
|
5,803
|
|
|
(2,823
|
)
|
|
2,823
|
|
|||
Stock-based compensation expense
|
17,604
|
|
|
16,938
|
|
|
22,019
|
|
|||
Purchases and originations of loans held for sale
|
(10,183,057
|
)
|
|
(6,753,709
|
)
|
|
(5,556,964
|
)
|
|||
Proceeds from sales and repayments of loans held for sale
|
9,508,927
|
|
|
5,759,067
|
|
|
5,457,117
|
|
|||
Changes in operating assets and liabilities:
|
|
|
|
|
|
||||||
Accrued interest receivable and other assets
|
(143,617
|
)
|
|
(123,542
|
)
|
|
(105,720
|
)
|
|||
Accrued interest payable and other liabilities
|
87,884
|
|
|
(5,026
|
)
|
|
10,289
|
|
|||
Net cash (used in)/provided by operating activities
|
(240,268
|
)
|
|
(679,715
|
)
|
|
132,161
|
|
|||
Investing activities
|
|
|
|
|
|
||||||
Purchases of investment securities
|
(113,233
|
)
|
|
(101,558
|
)
|
|
(97,776
|
)
|
|||
Maturities and calls of available-for-sale securities
|
—
|
|
|
—
|
|
|
94,775
|
|
|||
Principal payments received on investment securities
|
6,185
|
|
|
3,426
|
|
|
4,383
|
|
|||
Originations of mortgage finance loans
|
(138,759,289
|
)
|
|
(99,151,237
|
)
|
|
(86,931,566
|
)
|
|||
Proceeds from pay-offs of mortgage finance loans
|
136,466,964
|
|
|
98,581,873
|
|
|
86,120,744
|
|
|||
Net (increase)/decrease in loans held for investment, excluding mortgage finance loans
|
139,868
|
|
|
(1,402,068
|
)
|
|
(2,395,063
|
)
|
|||
Purchase of premises and equipment, net
|
(16,651
|
)
|
|
(7,651
|
)
|
|
(12,265
|
)
|
|||
Proceeds from sale of MSRs
|
—
|
|
|
70,824
|
|
|
—
|
|
|||
Proceeds from sale of other real estate owned, net
|
79
|
|
|
13,645
|
|
|
1,023
|
|
|||
Net cash used in investing activities
|
(2,276,077
|
)
|
|
(1,992,746
|
)
|
|
(3,215,745
|
)
|
|||
Financing activities
|
|
|
|
|
|
||||||
Net increase in deposits
|
5,872,480
|
|
|
1,482,933
|
|
|
2,106,349
|
|
|||
Costs from issuance of stock related to stock-based awards and warrants
|
(1,459
|
)
|
|
(2,382
|
)
|
|
(2,241
|
)
|
|||
Preferred dividends paid
|
(9,750
|
)
|
|
(9,750
|
)
|
|
(9,750
|
)
|
|||
Net increase/(decrease) in other borrowings
|
(1,500,000
|
)
|
|
1,100,000
|
|
|
800,000
|
|
|||
Net increase/(decrease) in federal funds purchased and repurchase agreements
|
(499,408
|
)
|
|
276,134
|
|
|
255,465
|
|
|||
Net cash provided by financing activities
|
3,861,863
|
|
|
2,846,935
|
|
|
3,149,823
|
|
|||
Net increase in cash and cash equivalents
|
1,345,518
|
|
|
174,474
|
|
|
66,239
|
|
|||
Cash and cash equivalents at beginning of period
|
3,080,065
|
|
|
2,905,591
|
|
|
2,839,352
|
|
|||
Cash and cash equivalents at end of period
|
$
|
4,425,583
|
|
|
$
|
3,080,065
|
|
|
$
|
2,905,591
|
|
Supplemental disclosures of cash flow information:
|
|
|
|
|
|
||||||
Cash paid during the period for interest
|
$
|
393,507
|
|
|
$
|
236,338
|
|
|
$
|
115,789
|
|
Cash paid during the period for income taxes
|
89,967
|
|
|
75,405
|
|
|
103,871
|
|
•
|
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.
|
•
|
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 a third party broker-dealer 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.
|
•
|
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 mortgage 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 MCA business. Revenue related to the mortgage 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.
|
•
|
Other non-interest income primarily includes items such as letter of credit fees, bank owned life insurance income, dividends on FHLB and FRB stock and other general operating income, none of which are subject to the requirements of ASC 606.
|
|
Year ended December 31,
|
||||||||||
(in thousands except per share data)
|
2019
|
|
2018
|
|
2017
|
||||||
Numerator:
|
|
|
|
|
|
||||||
Net income
|
$
|
322,866
|
|
|
$
|
300,824
|
|
|
$
|
197,063
|
|
Preferred stock dividends
|
9,750
|
|
|
9,750
|
|
|
9,750
|
|
|||
Net income available to common stockholders
|
$
|
313,116
|
|
|
$
|
291,074
|
|
|
$
|
187,313
|
|
Denominator:
|
|
|
|
|
|
||||||
Denominator for basic earnings per share—weighted average shares
|
50,286,300
|
|
|
49,936,702
|
|
|
49,587,169
|
|
|||
Effect of employee stock-based awards(1)
|
132,904
|
|
|
218,275
|
|
|
239,008
|
|
|||
Effect of warrants to purchase common stock
|
—
|
|
|
117,895
|
|
|
433,657
|
|
|||
Denominator for dilutive earnings per share—adjusted weighted average shares and assumed conversions
|
50,419,204
|
|
|
50,272,872
|
|
|
50,259,834
|
|
|||
Basic earnings per common share
|
$
|
6.23
|
|
|
$
|
5.83
|
|
|
$
|
3.78
|
|
Diluted earnings per common share
|
$
|
6.21
|
|
|
$
|
5.79
|
|
|
$
|
3.73
|
|
(1)
|
SARs and RSUs outstanding of 86,308, 27,100 and 13,500 in 2019, 2018 and 2017, respectively, have not been included in diluted earnings per share because to do so would have been antidilutive for the periods presented.
|
(in thousands)
|
Amortized
Cost
|
|
Gross
Unrealized
Gains
|
|
Gross
Unrealized
Losses
|
|
Estimated
Fair
Value
|
||||||||
December 31, 2019
|
|
|
|
|
|
|
|
||||||||
Available-for-sale debt securities:
|
|
|
|
|
|
|
|
||||||||
Residential mortgage-backed securities
|
$
|
4,991
|
|
|
$
|
275
|
|
|
$
|
—
|
|
|
$
|
5,266
|
|
Tax-exempt asset-backed securities
|
183,225
|
|
|
13,802
|
|
|
—
|
|
|
197,027
|
|
||||
Credit risk transfer securities
|
14,713
|
|
|
—
|
|
|
(2,749
|
)
|
|
11,964
|
|
||||
|
$
|
202,929
|
|
|
$
|
14,077
|
|
|
$
|
(2,749
|
)
|
|
$
|
214,257
|
|
|
|
|
|
|
|
|
|
||||||||
December 31, 2018
|
|
|
|
|
|
|
|
||||||||
Available-for-sale debt securities:
|
|
|
|
|
|
|
|
||||||||
Residential mortgage-backed securities
|
$
|
6,874
|
|
|
$
|
368
|
|
|
$
|
—
|
|
|
$
|
7,242
|
|
Tax-exempt asset-backed securities
|
95,518
|
|
|
286
|
|
|
—
|
|
|
95,804
|
|
||||
|
$
|
102,392
|
|
|
$
|
654
|
|
|
$
|
—
|
|
|
$
|
103,046
|
|
(in thousands, except percentage data)
|
Less Than
One Year
|
|
After One
Through
Five Years
|
|
After Five
Through
Ten Years
|
|
After Ten
Years
|
|
Total
|
||||||||||
December 31, 2019
|
|
|
|
|
|
|
|
|
|
||||||||||
Available-for-sale:
|
|
|
|
|
|
|
|
|
|
||||||||||
Residential mortgage-backed securities:(1)
|
|
|
|
|
|
|
|
|
|
||||||||||
Amortized cost
|
$
|
—
|
|
|
$
|
1,005
|
|
|
$
|
—
|
|
|
$
|
3,986
|
|
|
$
|
4,991
|
|
Estimated fair value
|
—
|
|
|
1,088
|
|
|
—
|
|
|
4,178
|
|
|
5,266
|
|
|||||
Weighted average yield(3)
|
—
|
%
|
|
5.54
|
%
|
|
—
|
%
|
|
4.31
|
%
|
|
4.55
|
%
|
|||||
Tax-exempt asset-backed securities:(1)
|
|
|
|
|
|
|
|
|
|
||||||||||
Amortized Cost
|
—
|
|
|
—
|
|
|
—
|
|
|
183,225
|
|
|
183,225
|
|
|||||
Estimated fair value
|
—
|
|
|
—
|
|
|
—
|
|
|
197,027
|
|
|
197,027
|
|
|||||
Weighted average yield(2)(3)
|
—
|
%
|
|
—
|
%
|
|
—
|
%
|
|
4.20
|
%
|
|
4.20
|
%
|
|||||
CRT securities:(1)
|
|
|
|
|
|
|
|
|
|
||||||||||
Amortized Cost
|
—
|
|
|
—
|
|
|
—
|
|
|
14,713
|
|
|
14,713
|
|
|||||
Estimated fair value
|
—
|
|
|
—
|
|
|
—
|
|
|
11,964
|
|
|
11,964
|
|
|||||
Weighted average yield(3)
|
—
|
%
|
|
—
|
%
|
|
—
|
%
|
|
1.71
|
%
|
|
1.71
|
%
|
|||||
Total available-for-sale debt securities:
|
|
|
|
|
|
|
|
|
|
||||||||||
Amortized cost
|
|
|
|
|
|
|
|
|
$
|
202,929
|
|
||||||||
Estimated fair value
|
|
|
|
|
|
|
|
|
$
|
214,257
|
|
||||||||
|
|
|
|
|
|
|
|
|
|
||||||||||
December 31, 2018
|
|
|
|
|
|
|
|
|
|
||||||||||
Available-for-sale:
|
|
|
|
|
|
|
|
|
|
||||||||||
Residential mortgage-backed securities:(1)
|
|
|
|
|
|
|
|
|
|
||||||||||
Amortized cost
|
$
|
3
|
|
|
$
|
1,573
|
|
|
$
|
—
|
|
|
$
|
5,298
|
|
|
$
|
6,874
|
|
Estimated fair value
|
4
|
|
|
1,668
|
|
|
—
|
|
|
5,570
|
|
|
7,242
|
|
|||||
Weighted average yield(3)
|
6.50
|
%
|
|
5.54
|
%
|
|
—
|
%
|
|
4.53
|
%
|
|
4.76
|
%
|
|||||
Tax-exempt asset-backed securities:(1)
|
|
|
|
|
|
|
|
|
|
||||||||||
Amortized Cost
|
—
|
|
|
—
|
|
|
—
|
|
|
95,518
|
|
|
95,518
|
|
|||||
Estimated fair value
|
—
|
|
|
—
|
|
|
—
|
|
|
95,804
|
|
|
95,804
|
|
|||||
Weighted average yield(2)(3)
|
—
|
%
|
|
—
|
%
|
|
—
|
%
|
|
4.25
|
%
|
|
4.25
|
%
|
|||||
Total available-for-sale debt securities:
|
|
|
|
|
|
|
|
|
|
||||||||||
Amortized cost
|
|
|
|
|
|
|
|
|
$
|
102,392
|
|
||||||||
Estimated fair value
|
|
|
|
|
|
|
|
|
$
|
103,046
|
|
(1)
|
Actual maturities may differ from contractual maturities because borrowers may have the right to call or prepay obligations with or without prepayment penalties.
|
(2)
|
Yields have been adjusted to a tax equivalent basis assuming a 21% federal tax rate.
|
(3)
|
Yields are calculated based on amortized cost.
|
December 31, 2019
|
Less Than 12 Months
|
|
12 Months or Longer
|
|
Total
|
||||||||||||||||||
(in thousands)
|
Fair Value
|
|
Unrealized Loss
|
|
Fair Value
|
|
Unrealized Loss
|
|
Fair Value
|
|
Unrealized Loss
|
||||||||||||
CRT securities
|
$
|
11,964
|
|
|
$
|
(2,749
|
)
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
11,964
|
|
|
$
|
(2,749
|
)
|
|
|
Year Ended December 31,
|
|
|||||
(in thousands)
|
|
2019
|
|
|
2018
|
|
||
Net gains/(losses) recognized during the period
|
$
|
2,383
|
|
|
$
|
(975
|
)
|
|
Less: Realized net gains/(losses) recognized during the period on equity securities sold
|
119
|
|
|
|
460
|
|
|
|
Unrealized net gains/(losses) recognized during the period on equity securities still held
|
$
|
2,264
|
|
|
$
|
(1,435
|
)
|
|
|
December 31,
|
||||||
(in thousands)
|
2019
|
|
2018
|
||||
Commercial
|
$
|
10,230,828
|
|
|
$
|
10,373,288
|
|
Mortgage finance(1)
|
8,169,849
|
|
|
5,877,524
|
|
||
Construction
|
2,563,339
|
|
|
2,120,966
|
|
||
Real estate
|
3,444,701
|
|
|
3,929,117
|
|
||
Consumer
|
71,463
|
|
|
63,438
|
|
||
Equipment leases
|
256,462
|
|
|
312,191
|
|
||
Gross loans held for investment
|
24,736,642
|
|
|
22,676,524
|
|
||
Deferred income (net of direct origination costs)
|
(90,380
|
)
|
|
(108,450
|
)
|
||
Allowance for loan losses
|
(195,047
|
)
|
|
(191,522
|
)
|
||
Total loans held for investment, net
|
$
|
24,451,215
|
|
|
$
|
22,376,552
|
|
(1)
|
Balances at December 31, 2019 and December 31, 2018 are stated net of $682.7 million and $193.0 million of participations sold, respectively.
|
(in thousands)
|
Commercial
|
|
Mortgage
Finance
|
|
Construction
|
|
Real Estate
|
|
Consumer
|
|
Equipment Leases
|
|
Total
|
||||||||||||||
December 31, 2019
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Grade:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Pass
|
$
|
9,751,645
|
|
|
$
|
8,169,849
|
|
|
$
|
2,540,059
|
|
|
$
|
3,364,554
|
|
|
$
|
71,289
|
|
|
$
|
255,171
|
|
|
$
|
24,152,567
|
|
Special mention
|
198,269
|
|
|
—
|
|
|
6,590
|
|
|
52,919
|
|
|
140
|
|
|
1,062
|
|
|
258,980
|
|
|||||||
Substandard-accruing
|
67,454
|
|
|
—
|
|
|
16,690
|
|
|
15,528
|
|
|
—
|
|
|
39
|
|
|
99,711
|
|
|||||||
Non-accrual
|
213,460
|
|
|
—
|
|
|
—
|
|
|
11,700
|
|
|
34
|
|
|
190
|
|
|
225,384
|
|
|||||||
Total loans held for investment
|
$
|
10,230,828
|
|
|
$
|
8,169,849
|
|
|
$
|
2,563,339
|
|
|
$
|
3,444,701
|
|
|
$
|
71,463
|
|
|
$
|
256,462
|
|
|
$
|
24,736,642
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
December 31, 2018
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Grade:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Pass
|
$
|
10,034,597
|
|
|
$
|
5,877,524
|
|
|
$
|
2,099,955
|
|
|
$
|
3,850,811
|
|
|
$
|
61,815
|
|
|
$
|
309,775
|
|
|
$
|
22,234,477
|
|
Special mention
|
120,531
|
|
|
—
|
|
|
21,011
|
|
|
47,644
|
|
|
—
|
|
|
2,223
|
|
|
191,409
|
|
|||||||
Substandard-accruing
|
140,297
|
|
|
—
|
|
|
—
|
|
|
28,205
|
|
|
1,568
|
|
|
193
|
|
|
170,263
|
|
|||||||
Non-accrual
|
77,863
|
|
|
—
|
|
|
—
|
|
|
2,457
|
|
|
55
|
|
|
—
|
|
|
80,375
|
|
|||||||
Total loans held for investment
|
$
|
10,373,288
|
|
|
$
|
5,877,524
|
|
|
$
|
2,120,966
|
|
|
$
|
3,929,117
|
|
|
$
|
63,438
|
|
|
$
|
312,191
|
|
|
$
|
22,676,524
|
|
(in thousands)
|
Commercial
|
Mortgage
Finance
|
Construction
|
Real
Estate
|
Consumer
|
Equipment Leases
|
Additional Qualitative Reserve
|
Total
|
||||||||||||||||
Year ended December 31, 2019
|
|
|
|
|
|
|
|
|
||||||||||||||||
Allowance for loan losses:
|
|
|
|
|
|
|
|
|
||||||||||||||||
Beginning balance
|
$
|
129,442
|
|
$
|
—
|
|
$
|
19,242
|
|
$
|
33,353
|
|
$
|
425
|
|
$
|
1,829
|
|
$
|
7,231
|
|
$
|
191,522
|
|
Provision for loan losses
|
106,345
|
|
2,265
|
|
(4,469
|
)
|
(17,189
|
)
|
(441
|
)
|
(1,486
|
)
|
(7,231
|
)
|
77,794
|
|
||||||||
Charge-offs
|
76,958
|
|
—
|
|
—
|
|
662
|
|
—
|
|
19
|
|
—
|
|
77,639
|
|
||||||||
Recoveries
|
3,290
|
|
—
|
|
—
|
|
—
|
|
69
|
|
11
|
|
—
|
|
3,370
|
|
||||||||
Net charge-offs (recoveries)
|
73,668
|
|
—
|
|
—
|
|
662
|
|
(69
|
)
|
8
|
|
—
|
|
74,269
|
|
||||||||
Ending balance
|
$
|
162,119
|
|
$
|
2,265
|
|
$
|
14,773
|
|
$
|
15,502
|
|
$
|
53
|
|
$
|
335
|
|
$
|
—
|
|
$
|
195,047
|
|
Period end allowance for loan losses allocated to:
|
|
|
|
|
|
|
|
|
||||||||||||||||
Loans individually evaluated for impairment
|
$
|
59,832
|
|
$
|
—
|
|
$
|
—
|
|
$
|
549
|
|
$
|
7
|
|
$
|
36
|
|
$
|
—
|
|
$
|
60,424
|
|
Loans collectively evaluated for impairment
|
102,287
|
|
2,265
|
|
14,773
|
|
14,953
|
|
46
|
|
299
|
|
—
|
|
134,623
|
|
||||||||
Total
|
$
|
162,119
|
|
$
|
2,265
|
|
$
|
14,773
|
|
$
|
15,502
|
|
$
|
53
|
|
$
|
335
|
|
$
|
—
|
|
$
|
195,047
|
|
Period end loans allocated to:
|
|
|
|
|
|
|
|
|
||||||||||||||||
Loans individually evaluated for impairment
|
$
|
213,460
|
|
$
|
—
|
|
$
|
—
|
|
$
|
11,700
|
|
$
|
34
|
|
$
|
190
|
|
$
|
—
|
|
$
|
225,384
|
|
Loans collectively evaluated for impairment
|
10,017,368
|
|
8,169,849
|
|
2,563,339
|
|
3,433,001
|
|
71,429
|
|
256,272
|
|
—
|
|
24,511,258
|
|
||||||||
Total
|
$
|
10,230,828
|
|
$
|
8,169,849
|
|
$
|
2,563,339
|
|
$
|
3,444,701
|
|
$
|
71,463
|
|
$
|
256,462
|
|
$
|
—
|
|
$
|
24,736,642
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Year ended December 31, 2018
|
|
|
|
|
|
|
|
|
||||||||||||||||
Allowance for loan losses:
|
|
|
|
|
|
|
|
|
||||||||||||||||
Beginning balance
|
$
|
118,806
|
|
$
|
—
|
|
$
|
19,273
|
|
$
|
34,287
|
|
$
|
357
|
|
$
|
3,542
|
|
$
|
8,390
|
|
$
|
184,655
|
|
Provision for loan losses
|
87,860
|
|
—
|
|
(31
|
)
|
(1,003
|
)
|
397
|
|
(1,427
|
)
|
(1,159
|
)
|
84,637
|
|
||||||||
Charge-offs
|
79,692
|
|
—
|
|
—
|
|
—
|
|
767
|
|
319
|
|
—
|
|
80,778
|
|
||||||||
Recoveries
|
2,468
|
|
—
|
|
—
|
|
69
|
|
438
|
|
33
|
|
—
|
|
3,008
|
|
||||||||
Net charge-offs (recoveries)
|
77,224
|
|
—
|
|
—
|
|
(69
|
)
|
329
|
|
286
|
|
—
|
|
77,770
|
|
||||||||
Ending balance
|
$
|
129,442
|
|
$
|
—
|
|
$
|
19,242
|
|
$
|
33,353
|
|
$
|
425
|
|
$
|
1,829
|
|
$
|
7,231
|
|
$
|
191,522
|
|
Period end allowance for loan losses allocated to:
|
|
|
|
|
|
|
|
|
||||||||||||||||
Loans individually evaluated for impairment
|
$
|
8,252
|
|
$
|
—
|
|
$
|
—
|
|
$
|
48
|
|
$
|
10
|
|
$
|
—
|
|
$
|
—
|
|
$
|
8,310
|
|
Loans collectively evaluated for impairment
|
121,190
|
|
—
|
|
19,242
|
|
33,305
|
|
415
|
|
1,829
|
|
7,231
|
|
183,212
|
|
||||||||
Total
|
$
|
129,442
|
|
$
|
—
|
|
$
|
19,242
|
|
$
|
33,353
|
|
$
|
425
|
|
$
|
1,829
|
|
$
|
7,231
|
|
$
|
191,522
|
|
Period end loans allocated to:
|
|
|
|
|
|
|
|
|
||||||||||||||||
Loans individually evaluated for impairment
|
$
|
78,428
|
|
$
|
—
|
|
$
|
—
|
|
$
|
8,857
|
|
$
|
55
|
|
$
|
—
|
|
$
|
—
|
|
$
|
87,340
|
|
Loans collectively evaluated for impairment
|
10,294,860
|
|
5,877,524
|
|
2,120,966
|
|
3,920,260
|
|
63,383
|
|
312,191
|
|
—
|
|
22,589,184
|
|
||||||||
Total
|
$
|
10,373,288
|
|
$
|
5,877,524
|
|
$
|
2,120,966
|
|
$
|
3,929,117
|
|
$
|
63,438
|
|
$
|
312,191
|
|
$
|
—
|
|
$
|
22,676,524
|
|
(in thousands)
|
Recorded
Investment
|
|
Unpaid
Principal
Balance
|
|
Related
Allowance
|
|
Average
Recorded
Investment
|
|
Interest
Income
Recognized
|
||||||||||
December 31, 2019
|
|
|
|
|
|
|
|
|
|
||||||||||
With no related allowance recorded:
|
|
|
|
|
|
|
|
|
|
||||||||||
Commercial
|
|
|
|
|
|
|
|
|
|
||||||||||
Business loans
|
$
|
35,932
|
|
|
$
|
51,172
|
|
|
$
|
—
|
|
|
$
|
20,074
|
|
|
$
|
—
|
|
Energy loans
|
57,722
|
|
|
58,519
|
|
|
—
|
|
|
15,692
|
|
|
—
|
|
|||||
Real estate
|
|
|
|
|
|
|
|
|
|
||||||||||
Market risk
|
8,500
|
|
|
8,806
|
|
|
—
|
|
|
4,980
|
|
|
—
|
|
|||||
Commercial
|
881
|
|
|
881
|
|
|
—
|
|
|
5,100
|
|
|
—
|
|
|||||
Secured by 1-4 family
|
1,218
|
|
|
1,218
|
|
|
—
|
|
|
1,226
|
|
|
—
|
|
|||||
Consumer
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Equipment leases
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Total impaired loans with no allowance recorded
|
$
|
104,253
|
|
|
$
|
120,596
|
|
|
$
|
—
|
|
|
$
|
47,072
|
|
|
$
|
—
|
|
With an allowance recorded:
|
|
|
|
|
|
|
|
|
|
||||||||||
Commercial
|
|
|
|
|
|
|
|
|
|
||||||||||
Business loans
|
$
|
52,479
|
|
|
$
|
55,422
|
|
|
$
|
29,467
|
|
|
$
|
27,288
|
|
|
$
|
—
|
|
Energy loans
|
67,327
|
|
|
87,067
|
|
|
30,365
|
|
|
51,232
|
|
|
—
|
|
|||||
Real estate
|
|
|
|
|
|
|
|
|
|
||||||||||
Market risk
|
870
|
|
|
870
|
|
|
499
|
|
|
2,257
|
|
|
—
|
|
|||||
Commercial
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Secured by 1-4 family
|
231
|
|
|
231
|
|
|
50
|
|
|
621
|
|
|
—
|
|
|||||
Consumer
|
34
|
|
|
34
|
|
|
7
|
|
|
63
|
|
|
—
|
|
|||||
Equipment leases
|
190
|
|
|
190
|
|
|
36
|
|
|
16
|
|
|
—
|
|
|||||
Total impaired loans with an allowance recorded
|
$
|
121,131
|
|
|
$
|
143,814
|
|
|
$
|
60,424
|
|
|
$
|
81,477
|
|
|
$
|
—
|
|
Combined:
|
|
|
|
|
|
|
|
|
|
||||||||||
Commercial
|
|
|
|
|
|
|
|
|
|
||||||||||
Business loans
|
$
|
88,411
|
|
|
$
|
106,594
|
|
|
$
|
29,467
|
|
|
$
|
47,362
|
|
|
$
|
—
|
|
Energy loans
|
125,049
|
|
|
145,586
|
|
|
30,365
|
|
|
66,924
|
|
|
—
|
|
|||||
Real estate
|
|
|
|
|
|
|
|
|
|
||||||||||
Market risk
|
9,370
|
|
|
9,676
|
|
|
499
|
|
|
7,237
|
|
|
—
|
|
|||||
Commercial
|
881
|
|
|
881
|
|
|
—
|
|
|
5,100
|
|
|
—
|
|
|||||
Secured by 1-4 family
|
1,449
|
|
|
1,449
|
|
|
50
|
|
|
1,847
|
|
|
—
|
|
|||||
Consumer
|
34
|
|
|
34
|
|
|
7
|
|
|
63
|
|
|
—
|
|
|||||
Equipment leases
|
190
|
|
|
190
|
|
|
36
|
|
|
16
|
|
|
—
|
|
|||||
Total impaired loans
|
$
|
225,384
|
|
|
$
|
264,410
|
|
|
$
|
60,424
|
|
|
$
|
128,549
|
|
|
$
|
—
|
|
(in thousands)
|
Recorded
Investment
|
|
Unpaid
Principal
Balance
|
|
Related
Allowance
|
|
Average
Recorded
Investment
|
|
Interest
Income
Recognized
|
||||||||||
December 31, 2018
|
|
|
|
|
|
|
|
|
|
||||||||||
With no related allowance recorded:
|
|
|
|
|
|
|
|
|
|
||||||||||
Commercial
|
|
|
|
|
|
|
|
|
|
||||||||||
Business loans
|
$
|
23,367
|
|
|
$
|
55,008
|
|
|
$
|
—
|
|
|
$
|
16,426
|
|
|
$
|
133
|
|
Energy loans
|
12,188
|
|
|
13,363
|
|
|
—
|
|
|
17,135
|
|
|
—
|
|
|||||
Real estate
|
|
|
|
|
|
|
|
|
|
||||||||||
Market risk
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Commercial
|
7,388
|
|
|
7,388
|
|
|
—
|
|
|
3,215
|
|
|
—
|
|
|||||
Secured by 1-4 family
|
1,233
|
|
|
1,233
|
|
|
—
|
|
|
734
|
|
|
—
|
|
|||||
Consumer
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Equipment leases
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Total impaired loans with no allowance recorded
|
$
|
44,176
|
|
|
$
|
76,992
|
|
|
$
|
—
|
|
|
$
|
37,510
|
|
|
$
|
133
|
|
With an allowance recorded:
|
|
|
|
|
|
|
|
|
|
||||||||||
Commercial
|
|
|
|
|
|
|
|
|
|
||||||||||
Business loans
|
$
|
17,529
|
|
|
$
|
17,564
|
|
|
$
|
4,679
|
|
|
$
|
41,307
|
|
|
$
|
—
|
|
Energy loans
|
25,344
|
|
|
28,105
|
|
|
3,573
|
|
|
25,672
|
|
|
—
|
|
|||||
Real estate
|
|
|
|
|
|
|
|
|
|
||||||||||
Market risk
|
—
|
|
|
—
|
|
|
—
|
|
|
49
|
|
|
—
|
|
|||||
Commercial
|
—
|
|
|
—
|
|
|
—
|
|
|
83
|
|
|
—
|
|
|||||
Secured by 1-4 family
|
236
|
|
|
236
|
|
|
48
|
|
|
188
|
|
|
—
|
|
|||||
Consumer
|
55
|
|
|
55
|
|
|
10
|
|
|
54
|
|
|
—
|
|
|||||
Equipment leases
|
—
|
|
|
—
|
|
|
—
|
|
|
275
|
|
|
—
|
|
|||||
Total impaired loans with an allowance recorded
|
$
|
43,164
|
|
|
$
|
45,960
|
|
|
$
|
8,310
|
|
|
$
|
67,628
|
|
|
$
|
—
|
|
Combined:
|
|
|
|
|
|
|
|
|
|
||||||||||
Commercial
|
|
|
|
|
|
|
|
|
|
||||||||||
Business loans
|
$
|
40,896
|
|
|
$
|
72,572
|
|
|
$
|
4,679
|
|
|
$
|
57,733
|
|
|
$
|
133
|
|
Energy loans
|
37,532
|
|
|
41,468
|
|
|
3,573
|
|
|
42,807
|
|
|
—
|
|
|||||
Real estate
|
|
|
|
|
|
|
|
|
|
||||||||||
Market risk
|
—
|
|
|
—
|
|
|
—
|
|
|
49
|
|
|
—
|
|
|||||
Commercial
|
7,388
|
|
|
7,388
|
|
|
—
|
|
|
3,298
|
|
|
—
|
|
|||||
Secured by 1-4 family
|
1,469
|
|
|
1,469
|
|
|
48
|
|
|
922
|
|
|
—
|
|
|||||
Consumer
|
55
|
|
|
55
|
|
|
10
|
|
|
54
|
|
|
—
|
|
|||||
Equipment leases
|
—
|
|
|
—
|
|
|
—
|
|
|
275
|
|
|
—
|
|
|||||
Total impaired loans
|
$
|
87,340
|
|
|
$
|
122,952
|
|
|
$
|
8,310
|
|
|
$
|
105,138
|
|
|
$
|
133
|
|
(in thousands)
|
30-59 Days
Past Due
|
|
60-89 Days
Past Due
|
|
90 Days or More Past Due(1)
|
|
Total Past
Due
|
|
Non-accrual
|
|
Current
|
|
Total
|
||||||||||||||
December 31, 2019
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Commercial
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Business loans
|
$
|
8,746
|
|
|
$
|
9,299
|
|
|
$
|
17,285
|
|
|
$
|
35,330
|
|
|
$
|
88,411
|
|
|
$
|
8,681,989
|
|
|
$
|
8,805,730
|
|
Energy
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
125,049
|
|
|
1,300,049
|
|
|
1,425,098
|
|
|||||||
Mortgage finance loans
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
8,169,849
|
|
|
8,169,849
|
|
|||||||
Construction
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Market risk
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
2,457,986
|
|
|
2,457,986
|
|
|||||||
Commercial
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
93,764
|
|
|
93,764
|
|
|||||||
Secured by 1-4 family
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
11,589
|
|
|
11,589
|
|
|||||||
Real estate
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Market risk
|
10,786
|
|
|
—
|
|
|
—
|
|
|
10,786
|
|
|
9,370
|
|
|
2,238,384
|
|
|
2,258,540
|
|
|||||||
Commercial
|
—
|
|
|
495
|
|
|
193
|
|
|
688
|
|
|
881
|
|
|
810,149
|
|
|
811,718
|
|
|||||||
Secured by 1-4 family
|
104
|
|
|
179
|
|
|
106
|
|
|
389
|
|
|
1,449
|
|
|
372,605
|
|
|
374,443
|
|
|||||||
Consumer
|
—
|
|
|
212
|
|
|
—
|
|
|
212
|
|
|
34
|
|
|
71,217
|
|
|
71,463
|
|
|||||||
Equipment leases
|
304
|
|
|
—
|
|
|
—
|
|
|
304
|
|
|
190
|
|
|
255,968
|
|
|
256,462
|
|
|||||||
Total loans held for investment
|
$
|
19,940
|
|
|
$
|
10,185
|
|
|
$
|
17,584
|
|
|
$
|
47,709
|
|
|
$
|
225,384
|
|
|
$
|
24,463,549
|
|
|
$
|
24,736,642
|
|
(1)
|
Loans past due 90 days and still accruing includes premium finance loans of $8.5 million. These loans are generally secured by obligations of insurance carriers to refund premiums on canceled insurance policies. The receipt of the refund of premiums from the insurance carriers can take 180 days or longer from the cancellation date.
|
|
|
Extended Maturity
|
|
Adjusted Payment Schedule
|
|
Total
|
|||||||||||||
(in thousands, except number of contracts)
|
|
Number of Contracts
|
Balance at Period End
|
|
Number of Contracts
|
Balance at Period End
|
|
Number of Contracts
|
Balance at Period End
|
||||||||||
Year Ended December 31, 2019
|
|
|
|
|
|
|
|
|
|
||||||||||
Commercial
|
|
|
|
|
|
|
|
|
|
||||||||||
Business loans
|
|
1
|
|
$
|
1,753
|
|
|
3
|
|
$
|
21,193
|
|
|
4
|
|
$
|
22,946
|
|
|
Energy loans
|
|
1
|
|
3,935
|
|
|
—
|
|
—
|
|
|
1
|
|
3,935
|
|
||||
Total
|
|
2
|
|
$
|
5,688
|
|
|
3
|
|
$
|
21,193
|
|
|
$
|
5
|
|
$
|
26,881
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Year Ended December 31, 2018
|
|
|
|
|
|
|
|
|
|
||||||||||
Commercial
|
|
|
|
|
|
|
|
|
|
||||||||||
Business loans
|
|
—
|
|
$
|
—
|
|
|
2
|
|
$
|
2,411
|
|
|
$
|
2
|
|
$
|
2,411
|
|
Energy loans
|
|
—
|
|
—
|
|
|
5
|
|
10,047
|
|
|
5
|
|
10,047
|
|
||||
Total
|
|
—
|
|
$
|
—
|
|
|
7
|
|
$
|
12,458
|
|
|
$
|
7
|
|
$
|
12,458
|
|
|
Year ended December 31,
|
||||||||||
(in thousands)
|
2019
|
|
2018
|
|
2017
|
||||||
Beginning balance
|
$
|
79
|
|
|
$
|
11,742
|
|
|
$
|
18,961
|
|
Additions
|
—
|
|
|
—
|
|
|
—
|
|
|||
Sales
|
(79
|
)
|
|
(11,663
|
)
|
|
(1,108
|
)
|
|||
Valuation allowance for OREO
|
—
|
|
|
—
|
|
|
—
|
|
|||
Direct write-downs
|
—
|
|
|
—
|
|
|
(6,111
|
)
|
|||
Ending balance
|
$
|
—
|
|
|
$
|
79
|
|
|
$
|
11,742
|
|
|
|
Year Ended December 31,
|
||||||
(in thousands)
|
|
2019
|
|
2018
|
||||
Outstanding balance(1):
|
|
|
|
|
||||
Beginning balance
|
|
$
|
1,949,785
|
|
|
$
|
1,012,580
|
|
Loans purchased and originated
|
|
10,183,057
|
|
|
6,753,709
|
|
||
Payments and loans sold
|
|
(9,564,480
|
)
|
|
(5,816,504
|
)
|
||
Ending balance
|
|
2,568,362
|
|
|
1,949,785
|
|
||
Fair value adjustment:
|
|
|
|
|
||||
Beginning balance
|
|
19,689
|
|
|
(1,576
|
)
|
||
Increase/(decrease) to fair value
|
|
(10,917
|
)
|
|
21,265
|
|
||
Ending balance
|
|
8,772
|
|
|
19,689
|
|
||
Loans held for sale at fair value
|
|
$
|
2,577,134
|
|
|
$
|
1,969,474
|
|
(1)
|
Includes $5.8 million and $299,000 of loans held for sale that are carried at lower of cost or market as of December 31, 2019 and 2018, respectively, as well as $3.3 million as of December 31, 2017.
|
|
Year Ended December 31,
|
||||||
(in thousands)
|
2019
|
|
2018
|
||||
MSRs:
|
|
|
|
||||
Balance, beginning of year
|
$
|
42,474
|
|
|
$
|
88,150
|
|
Capitalized servicing rights
|
39,774
|
|
|
39,149
|
|
||
Amortization
|
(11,541
|
)
|
|
(9,278
|
)
|
||
Sales
|
—
|
|
|
(75,547
|
)
|
||
Balance, end of period
|
$
|
70,707
|
|
|
$
|
42,474
|
|
Valuation allowance:
|
|
|
|
||||
Balance, beginning of year
|
$
|
—
|
|
|
$
|
2,823
|
|
Increase (decrease) in valuation allowance
|
5,803
|
|
|
(2,823
|
)
|
||
Balance, end of period
|
$
|
5,803
|
|
|
$
|
—
|
|
MSRs, net
|
$
|
64,904
|
|
|
$
|
42,474
|
|
MSRs, fair value
|
$
|
64,904
|
|
|
$
|
44,502
|
|
|
December 31,
|
||||
|
2019
|
|
2018
|
||
Average discount rates
|
9.06
|
%
|
|
9.55
|
%
|
Expected prepayment speeds
|
13.11
|
%
|
|
9.77
|
%
|
Weighted-average life, in years
|
5.8
|
|
|
7.0
|
|
|
December 31,
|
||||||
(in thousands)
|
2019
|
|
2018
|
||||
50 bp adverse change in prepayment speed
|
$
|
(10,768
|
)
|
|
$
|
(6,028
|
)
|
100 bp adverse change in prepayment speed
|
(17,965
|
)
|
|
(11,629
|
)
|
(in thousands)
|
|
Year Ended
December 31, 2019 |
||
Operating lease cost
|
|
$
|
14,844
|
|
Short-term lease cost
|
|
19
|
|
|
Variable lease cost
|
|
3,918
|
|
|
Sublease income
|
|
(126
|
)
|
|
Net lease cost
|
|
$
|
18,656
|
|
Cash paid for amounts included in the measurement of lease liabilities:
|
|
|
||
Operating cash flows from operating leases
|
|
$
|
14,711
|
|
Non-cash changes in ROU assets
|
|
$
|
98,369
|
|
Non-cash changes in lease liabilities(1)
|
|
$
|
108,189
|
|
(1)
|
Includes $87.9 million in lease liabilities from new ROU assets obtained during the year ended December 31, 2019.
|
|
|
December 31, 2019
|
|
Weighted-average remaining lease term - operating leases, in years
|
|
7.2
|
|
Weighted-average discount rate - operating leases
|
|
2.75
|
%
|
(in thousands)
|
|
December 31, 2019
|
||
2020
|
|
$
|
16,586
|
|
2021
|
|
17,136
|
|
|
2022
|
|
16,338
|
|
|
2023
|
|
16,377
|
|
|
2024
|
|
11,619
|
|
|
2025 and thereafter
|
|
28,018
|
|
|
Total lease payments
|
|
106,074
|
|
|
Less: Interest
|
|
(10,187
|
)
|
|
Present value of lease liabilities
|
|
$
|
95,887
|
|
(in thousands)
|
Gross Goodwill
and Intangible
Assets
|
|
Accumulated
Amortization
|
|
Net
Goodwill
and
Intangible
Assets
|
||||||
December 31, 2019
|
|
|
|
|
|
||||||
Goodwill
|
$
|
15,468
|
|
|
$
|
(374
|
)
|
|
$
|
15,094
|
|
Intangible assets—customer relationships and trademarks
|
9,006
|
|
|
(6,001
|
)
|
|
3,005
|
|
|||
Total goodwill and intangible assets
|
$
|
24,474
|
|
|
$
|
(6,375
|
)
|
|
$
|
18,099
|
|
December 31, 2018
|
|
|
|
|
|
||||||
Goodwill
|
$
|
15,468
|
|
|
$
|
(374
|
)
|
|
$
|
15,094
|
|
Intangible assets—customer relationships and trademarks
|
9,006
|
|
|
(5,530
|
)
|
|
3,476
|
|
|||
Total goodwill and intangible assets
|
$
|
24,474
|
|
|
$
|
(5,904
|
)
|
|
$
|
18,570
|
|
|
December 31,
|
||||||
(in thousands)
|
2019
|
|
2018
|
||||
Premises
|
$
|
30,181
|
|
|
$
|
27,999
|
|
Furniture and equipment
|
42,176
|
|
|
35,130
|
|
||
Total cost
|
72,357
|
|
|
63,129
|
|
||
Accumulated depreciation
|
(41,145
|
)
|
|
(39,327
|
)
|
||
Total premises and equipment, net
|
$
|
31,212
|
|
|
$
|
23,802
|
|
|
December 31,
|
||||||
(in thousands)
|
2019
|
|
2018
|
||||
Non-interest-bearing demand deposits
|
$
|
9,438,459
|
|
|
$
|
7,317,161
|
|
Interest-bearing deposits
|
|
|
|
||||
Transaction
|
3,651,128
|
|
|
3,051,535
|
|
||
Savings
|
10,517,975
|
|
|
8,222,893
|
|
||
Time
|
2,871,031
|
|
|
2,014,524
|
|
||
Total interest-bearing deposits
|
17,040,134
|
|
|
13,288,952
|
|
||
Total deposits
|
$
|
26,478,593
|
|
|
$
|
20,606,113
|
|
(in thousands)
|
|
||
2020
|
$
|
2,810,219
|
|
2021
|
49,275
|
|
|
2022
|
6,648
|
|
|
2023
|
271
|
|
|
2024
|
1,763
|
|
|
2025 and after
|
2,855
|
|
|
Total
|
$
|
2,871,031
|
|
(dollar amounts in thousands)
|
|
Federal Funds Purchased
|
|
Customer Repurchase Agreements
|
|
FHLB Borrowings
|
||||||
December 31, 2019
|
|
|
|
|
|
|
||||||
Amount outstanding at year-end
|
|
$
|
132,270
|
|
|
$
|
9,496
|
|
|
$
|
2,400,000
|
|
Interest rate at year-end
|
|
1.66
|
%
|
|
0.61
|
%
|
|
1.68
|
%
|
|||
Average balance outstanding during the year
|
|
$
|
502,604
|
|
|
$
|
11,655
|
|
|
$
|
2,523,836
|
|
Weighted-average interest rate during the year
|
|
2.36
|
%
|
|
0.51
|
%
|
|
2.31
|
%
|
|||
Maximum month-end outstanding during the year
|
|
$
|
905,473
|
|
|
$
|
14,208
|
|
|
$
|
5,000,000
|
|
December 31, 2018
|
|
|
|
|
|
|
||||||
Amount outstanding at year-end
|
|
$
|
629,169
|
|
|
$
|
12,005
|
|
|
$
|
3,900,000
|
|
Interest rate at year-end
|
|
2.54
|
%
|
|
0.09
|
%
|
|
2.56
|
%
|
|||
Average balance outstanding during the year
|
|
$
|
323,140
|
|
|
$
|
9,812
|
|
|
$
|
1,769,452
|
|
Weighted-average interest rate during the year
|
|
2.02
|
%
|
|
0.09
|
%
|
|
2.05
|
%
|
|||
Maximum month-end outstanding during the year
|
|
$
|
629,169
|
|
|
$
|
13,835
|
|
|
$
|
4,000,000
|
|
December 31, 2017
|
|
|
|
|
|
|
||||||
Amount outstanding at year-end
|
|
$
|
359,338
|
|
|
$
|
5,702
|
|
|
$
|
2,800,000
|
|
Interest rate at year-end
|
|
1.45
|
%
|
|
0.03
|
%
|
|
1.35
|
%
|
|||
Average balance outstanding during the year
|
|
$
|
215,895
|
|
|
$
|
6,590
|
|
|
$
|
1,395,753
|
|
Weighted-average interest rate during the year
|
|
1.20
|
%
|
|
0.04
|
%
|
|
1.08
|
%
|
|||
Maximum month-end outstanding during the year
|
|
$
|
544,203
|
|
|
$
|
8,727
|
|
|
$
|
2,800,000
|
|
|
December 31,
|
||||||||||
(in thousands)
|
2019
|
|
2018
|
|
2017
|
||||||
FHLB borrowing capacity relating to loans
|
$
|
8,964,019
|
|
|
$
|
4,568,842
|
|
|
$
|
3,890,995
|
|
FHLB borrowing capacity relating to securities
|
589
|
|
|
721
|
|
|
2,071
|
|
|||
Total FHLB borrowing capacity(1)
|
$
|
8,964,608
|
|
|
$
|
4,569,563
|
|
|
$
|
3,893,066
|
|
Unused federal funds lines available from commercial banks
|
$
|
1,432,000
|
|
|
$
|
620,000
|
|
|
$
|
885,000
|
|
Unused Federal Reserve borrowings capacity
|
$
|
3,637,238
|
|
|
$
|
4,933,965
|
|
|
$
|
4,114,594
|
|
Unused revolving line of credit(2)
|
$
|
130,000
|
|
|
$
|
130,000
|
|
|
$
|
130,000
|
|
(1)
|
FHLB borrowings are collateralized by a blanket floating lien on certain real estate secured loans, mortgage finance assets and also certain pledged securities.
|
(2)
|
Unsecured revolving, non-amortizing line of credit with maturity date of December 15, 2020. Proceeds may be used for general corporate purposes, including funding regulatory capital infusions into the Bank. The loan agreement contains customary financial covenants and restrictions. No borrowings were made against this line of credit during 2019, 2018, or 2017.
|
(dollar amounts in thousands)
|
Texas Capital
Bancshares Statutory Trust I |
|
Texas Capital
Statutory Trust II |
|
Texas Capital
Statutory Trust III |
|
Texas Capital
Statutory Trust IV |
|
Texas Capital
Statutory Trust V |
Date issued
|
November 19, 2002
|
|
April 10, 2003
|
|
October 6, 2005
|
|
April 28, 2006
|
|
September 29, 2006
|
Trust preferred securities issued
|
$10,310
|
|
$10,310
|
|
$25,774
|
|
$25,774
|
|
$41,238
|
Floating or fixed rate securities
|
Floating
|
|
Floating
|
|
Floating
|
|
Floating
|
|
Floating
|
Interest rate on subordinated debentures
|
3 month LIBOR
+ 3.35% |
|
3 month LIBOR
+ 3.25% |
|
3 month LIBOR
+ 1.51% |
|
3 month LIBOR
+ 1.60% |
|
3 month LIBOR
+ 1.71% |
Maturity date
|
November 2032
|
|
April 2033
|
|
December 2035
|
|
June 2036
|
|
December 2036
|
|
Year Ended December 31,
|
||||||
(in thousands)
|
2019
|
|
2018
|
||||
Beginning balance of allowance for off-balance sheet credit losses
|
$
|
11,434
|
|
|
$
|
9,071
|
|
Provision for off-balance sheet credit losses
|
(2,794
|
)
|
|
2,363
|
|
||
Ending balance of allowance for off-balance sheet credit losses
|
$
|
8,640
|
|
|
$
|
11,434
|
|
|
|
|
|
||||
Commitments to extend credit - period end balance
|
$
|
8,066,655
|
|
|
$
|
8,030,198
|
|
Standby letters of credit - period end balance
|
$
|
261,405
|
|
|
$
|
236,537
|
|
|
|
Actual
|
|
Minimum Capital Required - Basel III Phase-In Schedule
|
|
Minimum capital Required - Basel III Fully Phased-In
|
|
Required to be Considered Well Capitalized
|
|||||||||||||||
(dollars in thousands)
|
|
Capital Amount
|
Ratio
|
|
Capital Amount
|
Ratio
|
|
Capital Amount
|
Ratio
|
|
Capital Amount
|
Ratio
|
|||||||||||
December 31, 2019
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||
CET1
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||
Company
|
|
$
|
2,653,999
|
|
8.88
|
%
|
|
$
|
1,344,825
|
|
4.50
|
%
|
|
$
|
2,091,591
|
|
7.00
|
%
|
|
N/A
|
|
N/A
|
|
Bank
|
|
2,676,513
|
|
8.96
|
%
|
|
1,344,131
|
|
4.50
|
%
|
|
2,090,870
|
|
7.00
|
%
|
|
1,941,522
|
|
6.50
|
%
|
|||
Total capital (to risk-weighted assets)
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||
Company
|
|
3,398,345
|
|
11.37
|
%
|
|
2,390,801
|
|
8.00
|
%
|
|
3,137,926
|
|
10.50
|
%
|
|
N/A
|
|
N/A
|
|
|||
Bank
|
|
3,262,144
|
|
10.92
|
%
|
|
2,389,565
|
|
8.00
|
%
|
|
3,136,305
|
|
10.50
|
%
|
|
2,986,957
|
|
10.00
|
%
|
|||
Tier 1 capital (to risk-weighted assets)
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||
Company
|
|
2,912,529
|
|
9.75
|
%
|
|
1,793,101
|
|
6.00
|
%
|
|
2,540,226
|
|
8.50
|
%
|
|
N/A
|
|
N/A
|
|
|||
Bank
|
|
2,835,043
|
|
9.49
|
%
|
|
1,792,174
|
|
6.00
|
%
|
|
2,538,913
|
|
8.50
|
%
|
|
2,389,565
|
|
8.00
|
%
|
|||
Tier 1 capital (to average assets)(1)
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||
Company
|
|
2,912,529
|
|
8.42
|
%
|
|
1,383,640
|
|
4.00
|
%
|
|
1,383,640
|
|
4.00
|
%
|
|
N/A
|
|
N/A
|
|
|||
Bank
|
|
2,835,043
|
|
8.20
|
%
|
|
1,383,190
|
|
4.00
|
%
|
|
1,383,190
|
|
4.00
|
%
|
|
1,728,988
|
|
5.00
|
%
|
|||
December 31, 2018
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||
CET1
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||
Company
|
|
$
|
2,330,599
|
|
8.58
|
%
|
|
$
|
1,732,501
|
|
6.38
|
%
|
|
$
|
1,902,354
|
|
7.00
|
%
|
|
N/A
|
|
N/A
|
|
Bank
|
|
2,340,988
|
|
8.62
|
%
|
|
1,731,955
|
|
6.38
|
%
|
|
1,901,755
|
|
7.00
|
%
|
|
1,765,915
|
|
6.50
|
%
|
|||
Total capital (to risk-weighted assets)
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||
Company
|
|
3,074,097
|
|
11.31
|
%
|
|
2,683,679
|
|
9.88
|
%
|
|
2,853,532
|
|
10.50
|
%
|
|
N/A
|
|
N/A
|
|
|||
Bank
|
|
2,925,872
|
|
10.77
|
%
|
|
2,682,833
|
|
9.88
|
%
|
|
2,852,632
|
|
10.50
|
%
|
|
2,716,793
|
|
10.00
|
%
|
|||
Tier 1 capital (to risk-weighted assets)
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||
Company
|
|
2,589,374
|
|
9.53
|
%
|
|
2,140,149
|
|
7.88
|
%
|
|
2,310,002
|
|
8.50
|
%
|
|
N/A
|
|
N/A
|
|
|||
Bank
|
|
2,499,763
|
|
9.20
|
%
|
|
2,139,474
|
|
7.88
|
%
|
|
2,309,274
|
|
8.50
|
%
|
|
2,173,434
|
|
8.00
|
%
|
|||
Tier 1 capital (to average assets)(1)
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||
Company
|
|
2,589,374
|
|
9.87
|
%
|
|
1,049,694
|
|
4.00
|
%
|
|
1,049,694
|
|
4.00
|
%
|
|
N/A
|
|
N/A
|
|
|||
Bank
|
|
2,499,763
|
|
9.53
|
%
|
|
1,049,296
|
|
4.00
|
%
|
|
1,049,296
|
|
4.00
|
%
|
|
1,311,620
|
|
5.00
|
%
|
(1)
|
The Tier 1 capital ratio (to average assets) is not impacted by the Basel III Capital Rules; however, the Federal Reserve and the FDIC may require the Company and the Bank, respectively, to maintain a Tier 1 capital ratio (to average assets) above the required minimum.
|
|
December 31, 2019
|
|
December 31, 2018
|
|
December 31, 2017
|
||||||||||||||||||
|
SARs
|
|
Weighted Average Exercise Price
|
|
SARs
|
|
Weighted Average Exercise Price
|
|
SARs
|
|
Weighted Average Exercise Price
|
||||||||||||
SARs outstanding at beginning of year
|
41,350
|
|
|
$
|
29.13
|
|
|
74,363
|
|
|
$
|
30.12
|
|
|
125,863
|
|
|
$
|
31.68
|
|
|||
SARs exercised
|
(20,150
|
)
|
|
24.07
|
|
|
(33,013
|
)
|
|
31.35
|
|
|
(51,500
|
)
|
|
33.94
|
|
||||||
SARs outstanding at year-end
|
21,200
|
|
|
$
|
33.95
|
|
|
41,350
|
|
|
$
|
29.13
|
|
|
74,363
|
|
|
$
|
30.12
|
|
|||
SARs vested and exercisable at year-end
|
21,200
|
|
|
$
|
33.95
|
|
|
39,750
|
|
|
$
|
27.81
|
|
|
60,463
|
|
|
$
|
26.02
|
|
|||
Weighted average remaining contractual life of SARs vested (in years)
|
|
|
2.14
|
|
|
|
|
2.33
|
|
|
|
|
2.82
|
|
|||||||||
Weighted average remaining contractual life of SARs outstanding (in years)
|
|
|
2.14
|
|
|
|
|
2.44
|
|
|
|
|
3.35
|
|
|||||||||
Compensation expense
|
$
|
6,000
|
|
|
|
|
$
|
121,000
|
|
|
|
|
$
|
265,000
|
|
|
|
||||||
Unrecognized compensation expense
|
$
|
—
|
|
|
|
|
|
$
|
6,000
|
|
|
|
|
|
$
|
127,000
|
|
|
|
|
|||
Weighted average period over which unrecognized compensation expense is expected to be recognized (in years)
|
|
|
0.00
|
|
|
|
|
0.17
|
|
|
|
|
0.75
|
|
|||||||||
Fair value of shares vested during the year
|
$
|
37,000
|
|
|
|
|
$
|
211,000
|
|
|
|
|
$
|
294,000
|
|
|
|
||||||
Intrinsic value of SARs exercised
|
$
|
724,000
|
|
|
|
|
|
$
|
1,919,000
|
|
|
|
|
|
$
|
3,802,000
|
|
|
|
|
|
December 31, 2019
|
|
December 31, 2018
|
|
December 31, 2017
|
||||||||||||||||||
|
RSUs
|
|
Weighted
Average
Grant Date Fair Value
|
|
RSUs
|
|
Weighted
Average Grant Date Fair Value |
|
RSUs
|
|
Weighted
Average Grant Date Fair Value |
||||||||||||
RSUs outstanding at beginning of year
|
349,533
|
|
|
$
|
69.11
|
|
|
423,732
|
|
|
$
|
60.01
|
|
|
425,055
|
|
|
$
|
51.28
|
|
|||
RSUs granted
|
386,913
|
|
|
59.28
|
|
|
95,891
|
|
|
88.07
|
|
|
121,243
|
|
|
80.40
|
|
||||||
RSUs vested
|
(140,666
|
)
|
|
59.97
|
|
|
(121,507
|
)
|
|
54.97
|
|
|
(102,057
|
)
|
|
48.93
|
|
||||||
RSUs forfeited
|
(37,468
|
)
|
|
62.73
|
|
|
(48,583
|
)
|
|
63.60
|
|
|
(20,509
|
)
|
|
54.75
|
|
||||||
RSUs outstanding at year-end
|
558,312
|
|
|
$
|
64.95
|
|
|
349,533
|
|
|
$
|
69.11
|
|
|
423,732
|
|
|
$
|
60.01
|
|
|||
Compensation expense
|
$
|
11,733,000
|
|
|
|
|
$
|
8,803,000
|
|
|
|
|
$
|
7,790,000
|
|
|
|
||||||
Unrecognized compensation expense
|
$
|
25,305,000
|
|
|
|
|
$
|
16,538,000
|
|
|
|
|
$
|
18,730,000
|
|
|
|
||||||
Weighted average period over which unrecognized compensation expense is expected to be recognized (in years)
|
|
|
3.09
|
|
|
|
|
2.90
|
|
|
|
|
3.15
|
|
|
Year ended December 31,
|
|||||||
|
2019
|
|
2018
|
|
2017
|
|||
U.S. statutory rate
|
21
|
%
|
|
21
|
%
|
|
35
|
%
|
State taxes
|
1
|
%
|
|
1
|
%
|
|
1
|
%
|
Non-deductible expenses
|
1
|
%
|
|
1
|
%
|
|
1
|
%
|
Deferred tax asset remeasurement write-off
|
—
|
%
|
|
—
|
%
|
|
5
|
%
|
Non-taxable income
|
(1
|
)%
|
|
(1
|
)%
|
|
(1
|
)%
|
Other
|
(1
|
)%
|
|
(1
|
)%
|
|
(1
|
)%
|
Effective tax rate
|
21
|
%
|
|
21
|
%
|
|
40
|
%
|
|
December 31,
|
||||||
(in thousands)
|
2019
|
|
2018
|
||||
Deferred tax assets:
|
|
|
|
||||
Allowance for credit losses
|
$
|
44,383
|
|
|
$
|
44,224
|
|
Operating lease liabilities
|
20,894
|
|
|
—
|
|
||
Loan origination fees
|
10,638
|
|
|
11,328
|
|
||
Stock compensation
|
3,605
|
|
|
3,363
|
|
||
Non-accrual interest
|
2,351
|
|
|
1,724
|
|
||
Non-qualified deferred compensation
|
4,027
|
|
|
2,211
|
|
||
Other
|
2,544
|
|
|
2,517
|
|
||
Total deferred tax assets
|
88,442
|
|
|
65,367
|
|
||
Deferred tax liabilities:
|
|
|
|
||||
Loan origination costs
|
(2,686
|
)
|
|
(2,049
|
)
|
||
Leases
|
(7,912
|
)
|
|
(9,000
|
)
|
||
Operating lease ROU assets
|
(19,644
|
)
|
|
—
|
|
||
MSRs
|
(13,818
|
)
|
|
(9,184
|
)
|
||
Depreciation
|
(17,602
|
)
|
|
(8,233
|
)
|
||
Unrealized gain on securities
|
(2,379
|
)
|
|
(138
|
)
|
||
Other
|
(3,337
|
)
|
|
(2,662
|
)
|
||
Total deferred tax liabilities
|
(67,378
|
)
|
|
(31,266
|
)
|
||
Net deferred tax asset
|
$
|
21,064
|
|
|
$
|
34,101
|
|
Level 1
|
Quoted prices in active markets for identical assets or liabilities.
|
Level 2
|
Observable inputs other than Level 1 prices, such as quoted prices for similar assets or liabilities; quoted prices in markets that are not active; or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities.
|
Level 3
|
Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities. Level 3 assets and liabilities include financial instruments whose value is determined using pricing models, discounted cash flow methodologies, or similar techniques, as well as instruments for which the determination of fair values requires significant management judgment or estimation.
|
|
Fair Value Measurements Using
|
||||||||||
(in thousands)
|
Level 1
|
|
Level 2
|
|
Level 3
|
||||||
December 31, 2019
|
|
|
|
|
|
||||||
Available-for-sale debt securities:(1)
|
|
|
|
|
|
||||||
Residential mortgage-backed securities
|
$
|
—
|
|
|
$
|
5,266
|
|
|
$
|
—
|
|
Tax-exempt asset-backed securities
|
—
|
|
|
—
|
|
|
197,027
|
|
|||
CRT Securities
|
—
|
|
|
—
|
|
|
11,964
|
|
|||
Equity securities(1)(2)
|
18,484
|
|
|
7,130
|
|
|
—
|
|
|||
Loans held for sale(3)
|
—
|
|
|
2,564,281
|
|
|
7,043
|
|
|||
Loans held for investment(4)(6)
|
—
|
|
|
—
|
|
|
109,585
|
|
|||
Derivative assets(7)
|
—
|
|
|
48,684
|
|
|
—
|
|
|||
Derivative liabilities(7)
|
—
|
|
|
51,310
|
|
|
—
|
|
|||
Non-qualified deferred compensation plan liabilities(8)
|
18,484
|
|
|
—
|
|
|
—
|
|
|||
|
|
|
|
|
|
||||||
December 31, 2018
|
|
|
|
|
|
||||||
Available-for-sale debt securities:(1)
|
|
|
|
|
|
||||||
Residential mortgage-backed securities
|
$
|
—
|
|
|
$
|
7,242
|
|
|
$
|
—
|
|
Tax-exempt asset-backed securities
|
—
|
|
|
—
|
|
|
95,804
|
|
|||
Equity securities(1)(2)
|
10,262
|
|
|
6,908
|
|
|
—
|
|
|||
Loans held for sale(3)
|
—
|
|
|
1,952,760
|
|
|
16,415
|
|
|||
Loans held for investment(4)(6)
|
—
|
|
|
—
|
|
|
29,885
|
|
|||
OREO(5)(6)
|
—
|
|
|
—
|
|
|
79
|
|
|||
Derivative assets(7)
|
—
|
|
|
21,806
|
|
|
—
|
|
|||
Derivative liabilities(7)
|
—
|
|
|
41,375
|
|
|
—
|
|
|||
Non-qualified deferred compensation plan liabilities(8)
|
10,148
|
|
|
—
|
|
|
—
|
|
(1)
|
Securities are measured at fair value on a recurring basis, generally monthly, except for tax-exempt asset-backed securities and CRT securities which are measured quarterly.
|
(2)
|
Equity securities consist of Community Reinvestment Act funds and investments related to our non-qualified deferred compensation plan.
|
(3)
|
Loans held for sale purchased through our MCA program are measured at fair value on a recurring basis, generally monthly.
|
(4)
|
Includes impaired loans that have been measured for impairment at the fair value of the loan’s collateral.
|
(5)
|
OREO is transferred from loans to OREO at fair value less selling costs.
|
(6)
|
Loans held for investment and OREO are measured on a nonrecurring basis, generally annually or more often as warranted by market and economic conditions.
|
(7)
|
Derivative assets and liabilities are measured at fair value on a recurring basis, generally quarterly.
|
(8)
|
Non-qualified deferred compensation plan liabilities represent the fair value of the obligation to the employee, which generally correspond to the fair value of the invested assets, and are measured at fair value on a recurring basis, generally monthly.
|
|
|
|
|
|
|
|
Net Realized/Unrealized Gains (Losses)
|
|
|
||||||||||||||
(in thousands)
|
Balance at Beginning of Period
|
|
Purchases / Additions
|
|
Sales / Reductions
|
|
Realized
|
|
Unrealized
|
|
Balance at End of Period
|
||||||||||||
Year ended December 31, 2019
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Available-for-sale debt securities:(1)
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Tax-exempt asset-backed securities
|
$
|
95,804
|
|
|
$
|
92,010
|
|
|
$
|
(4,302
|
)
|
|
$
|
—
|
|
|
$
|
13,515
|
|
|
$
|
197,027
|
|
CRT Securities
|
$
|
—
|
|
|
$
|
15,044
|
|
|
$
|
—
|
|
|
$
|
(331
|
)
|
|
$
|
(2,749
|
)
|
|
$
|
11,964
|
|
Loans held for sale(2)
|
$
|
16,415
|
|
|
$
|
321
|
|
|
$
|
(10,690
|
)
|
|
$
|
190
|
|
|
$
|
807
|
|
|
$
|
7,043
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Year ended December 31, 2018
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Tax-exempt asset-backed securities(1)
|
$
|
—
|
|
|
$
|
95,521
|
|
|
$
|
(3
|
)
|
|
$
|
—
|
|
|
$
|
286
|
|
|
$
|
95,804
|
|
Loans held for sale(2)
|
$
|
—
|
|
|
$
|
38,430
|
|
|
$
|
(20,591
|
)
|
|
$
|
(173
|
)
|
|
$
|
(1,251
|
)
|
|
$
|
16,415
|
|
(1)
|
Unrealized gains/(losses) on available-for-sale debt securities are recorded in AOCI. Realized gains/(losses) are recorded in other non-interest income.
|
(2)
|
Realized and unrealized gains/(losses) on loans held for sale are recorded in gain/(loss) on sale of loans held for sale.
|
|
December 31, 2019
|
|
December 31, 2018
|
||||||||||||
(in thousands)
|
Carrying
Amount
|
|
Estimated
Fair Value
|
|
Carrying
Amount |
|
Estimated
Fair Value |
||||||||
Financial assets:
|
|
|
|
|
|
|
|
||||||||
Level 1 inputs:
|
|
|
|
|
|
|
|
||||||||
Cash and cash equivalents
|
$
|
4,425,583
|
|
|
$
|
4,425,583
|
|
|
$
|
3,080,065
|
|
|
$
|
3,080,065
|
|
Investment securities
|
18,484
|
|
|
18,484
|
|
|
10,262
|
|
|
10,262
|
|
||||
Level 2 inputs:
|
|
|
|
|
|
|
|
||||||||
Investment securities
|
12,396
|
|
|
12,396
|
|
|
14,150
|
|
|
14,150
|
|
||||
Loans held for sale
|
2,570,091
|
|
|
2,570,091
|
|
|
1,953,059
|
|
|
1,953,059
|
|
||||
Derivative assets
|
48,684
|
|
|
48,684
|
|
|
21,806
|
|
|
21,806
|
|
||||
Level 3 inputs:
|
|
|
|
|
|
|
|
||||||||
Investment securities
|
208,991
|
|
|
208,991
|
|
|
95,804
|
|
|
95,804
|
|
||||
Loans held for sale
|
7,043
|
|
|
7,043
|
|
|
16,415
|
|
|
16,415
|
|
||||
Loans held for investment, net
|
24,451,215
|
|
|
24,478,586
|
|
|
22,376,552
|
|
|
22,347,876
|
|
||||
Financial liabilities:
|
|
|
|
|
|
|
|
||||||||
Level 2 inputs:
|
|
|
|
|
|
|
|
||||||||
Federal funds purchased
|
132,270
|
|
|
132,270
|
|
|
629,169
|
|
|
629,169
|
|
||||
Customer repurchase agreements
|
9,496
|
|
|
9,496
|
|
|
12,005
|
|
|
12,005
|
|
||||
Other borrowings
|
2,400,000
|
|
|
2,400,000
|
|
|
3,900,000
|
|
|
3,900,000
|
|
||||
Subordinated notes
|
282,129
|
|
|
292,302
|
|
|
281,767
|
|
|
283,349
|
|
||||
Trust preferred subordinated debentures
|
113,406
|
|
|
113,406
|
|
|
113,406
|
|
|
113,406
|
|
||||
Derivative liabilities
|
51,310
|
|
|
51,310
|
|
|
41,375
|
|
|
41,375
|
|
||||
Level 3 inputs:
|
|
|
|
|
|
|
|
||||||||
Deposits
|
26,478,593
|
|
|
29,357,121
|
|
|
20,606,113
|
|
|
20,608,494
|
|
|
December 31, 2019
|
|
December 31, 2018
|
||||||||||||||||||
|
|
|
Estimated Fair Value
|
|
|
|
Estimated Fair Value
|
||||||||||||||
(in thousands)
|
Notional
Amount
|
|
Asset Derivative
|
Liability Derivative
|
|
Notional
Amount
|
|
Asset Derivative
|
Liability Derivative
|
||||||||||||
Non-hedging derivatives:
|
|
|
|
|
|
|
|
|
|
||||||||||||
Financial institution counterparties:
|
|
|
|
|
|
|
|
|
|
||||||||||||
Commercial loan/lease interest rate swaps
|
$
|
1,548,234
|
|
|
$
|
182
|
|
$
|
46,518
|
|
|
$
|
1,579,328
|
|
|
$
|
7,978
|
|
$
|
16,719
|
|
Commercial loan/lease interest rate caps
|
639,163
|
|
|
32
|
|
—
|
|
|
606,950
|
|
|
1,109
|
|
4
|
|
||||||
Foreign currency forward contracts
|
2,219
|
|
|
169
|
|
—
|
|
|
39,737
|
|
|
2,263
|
|
59
|
|
||||||
Customer counterparties:
|
|
|
|
|
|
|
|
|
|
||||||||||||
Commercial loan/lease interest rate swaps
|
1,548,234
|
|
|
46,518
|
|
182
|
|
|
1,579,328
|
|
|
16,719
|
|
7,978
|
|
||||||
Commercial loan/lease interest rate caps
|
639,163
|
|
|
—
|
|
32
|
|
|
606,950
|
|
|
4
|
|
1,109
|
|
||||||
Foreign currency forward contracts
|
2,219
|
|
|
—
|
|
169
|
|
|
39,737
|
|
|
59
|
|
2,263
|
|
||||||
Economic hedging interest rate derivatives:
|
|
|
|
|
|
|
|
|
|
||||||||||||
Loan purchase commitments
|
214,012
|
|
|
1,965
|
|
4
|
|
|
167,984
|
|
|
1,442
|
|
6
|
|
||||||
Forward sale commitments
|
2,654,653
|
|
|
—
|
|
4,587
|
|
|
1,928,527
|
|
|
—
|
|
21,005
|
|
||||||
Gross derivatives
|
|
|
48,866
|
|
51,492
|
|
|
|
|
29,574
|
|
49,143
|
|
||||||||
Offsetting derivative assets/liabilities
|
|
|
(182
|
)
|
(182
|
)
|
|
|
|
(7,768
|
)
|
(7,768
|
)
|
||||||||
Net derivatives included in the consolidated balance sheets
|
|
|
$
|
48,684
|
|
$
|
51,310
|
|
|
|
|
$
|
21,806
|
|
$
|
41,375
|
|
|
December 31, 2019
Weighted-Average Interest Rate
|
|
December 31, 2018 Weighted-Average Interest Rate
|
||||||||
|
Received
|
|
Paid
|
|
Received
|
|
Paid
|
||||
Non-hedging interest rate swaps
|
3.94
|
%
|
|
3.26
|
%
|
|
4.24
|
%
|
|
4.20
|
%
|
|
December 31,
|
||||||
(in thousands)
|
2019
|
|
2018
|
||||
Assets
|
|
|
|
||||
Cash and cash equivalents
|
$
|
71,462
|
|
|
$
|
89,561
|
|
Loans held for investment (net of unearned income)
|
10,500
|
|
|
7,500
|
|
||
Investment in subsidiaries
|
2,878,330
|
|
|
2,534,341
|
|
||
Other assets
|
88,639
|
|
|
87,451
|
|
||
Total assets
|
$
|
3,048,931
|
|
|
$
|
2,718,853
|
|
Liabilities and Stockholders’ Equity
|
|
|
|
||||
Other liabilities
|
$
|
1,768
|
|
|
$
|
1,471
|
|
Subordinated notes
|
108,715
|
|
|
108,614
|
|
||
Trust preferred subordinated debentures
|
113,406
|
|
|
113,406
|
|
||
Total liabilities
|
223,889
|
|
|
223,491
|
|
||
Preferred stock
|
150,000
|
|
|
150,000
|
|
||
Common stock
|
503
|
|
|
502
|
|
||
Additional paid-in capital
|
988,357
|
|
|
978,042
|
|
||
Retained earnings
|
1,677,240
|
|
|
1,366,308
|
|
||
Treasury stock
|
(8
|
)
|
|
(8
|
)
|
||
Accumulated other comprehensive income
|
8,950
|
|
|
518
|
|
||
Total stockholders’ equity
|
2,825,042
|
|
|
2,495,362
|
|
||
Total liabilities and stockholders’ equity
|
$
|
3,048,931
|
|
|
$
|
2,718,853
|
|
|
Year ended December 31,
|
||||||||||
(in thousands)
|
2019
|
|
2018
|
|
2017
|
||||||
Interest on loans
|
$
|
3,401
|
|
|
$
|
3,398
|
|
|
$
|
3,271
|
|
Dividend income
|
10,400
|
|
|
10,400
|
|
|
10,400
|
|
|||
Other income
|
151
|
|
|
142
|
|
|
108
|
|
|||
Total income
|
13,952
|
|
|
13,940
|
|
|
13,779
|
|
|||
Other non-interest income
|
17
|
|
|
7
|
|
|
13
|
|
|||
Interest expense
|
12,342
|
|
|
12,031
|
|
|
10,908
|
|
|||
Salaries and employee benefits
|
607
|
|
|
588
|
|
|
489
|
|
|||
Legal and professional
|
3,093
|
|
|
2,020
|
|
|
1,700
|
|
|||
Other non-interest expense
|
1,889
|
|
|
2,013
|
|
|
1,761
|
|
|||
Total expense
|
17,931
|
|
|
16,652
|
|
|
14,858
|
|
|||
Income (loss) before income taxes and equity in undistributed income of subsidiary
|
(3,962
|
)
|
|
(2,705
|
)
|
|
(1,066
|
)
|
|||
Income tax expense (benefit)
|
(861
|
)
|
|
(587
|
)
|
|
(371
|
)
|
|||
Income (loss) before equity in undistributed income of subsidiary
|
(3,101
|
)
|
|
(2,118
|
)
|
|
(695
|
)
|
|||
Equity in undistributed income of subsidiary
|
323,783
|
|
|
300,758
|
|
|
194,118
|
|
|||
Net income
|
320,682
|
|
|
298,640
|
|
|
193,423
|
|
|||
Preferred stock dividends
|
9,750
|
|
|
9,750
|
|
|
9,750
|
|
|||
Net income available to common stockholders
|
$
|
310,932
|
|
|
$
|
288,890
|
|
|
$
|
183,673
|
|
|
Year ended December 31,
|
||||||||||
(in thousands)
|
2019
|
|
2018
|
|
2017
|
||||||
Operating Activities
|
|
|
|
|
|
||||||
Net income
|
$
|
320,682
|
|
|
$
|
298,640
|
|
|
$
|
193,423
|
|
Adjustments to reconcile net income to net cash used in operating activities:
|
|
|
|
|
|
||||||
Equity in undistributed income of subsidiary
|
(323,783
|
)
|
|
(300,758
|
)
|
|
(194,118
|
)
|
|||
Amortization
|
101
|
|
|
101
|
|
|
101
|
|
|||
Increase in other assets
|
(1,187
|
)
|
|
(1,152
|
)
|
|
(739
|
)
|
|||
Increase (decrease) in other liabilities
|
297
|
|
|
227
|
|
|
(40
|
)
|
|||
Net cash used in operating activities
|
(3,890
|
)
|
|
(2,942
|
)
|
|
(1,373
|
)
|
|||
Investing Activities
|
|
|
|
|
|
||||||
Net increase in loans held for investment
|
(3,000
|
)
|
|
—
|
|
|
(7,500
|
)
|
|||
Investments in and advances to subsidiaries
|
—
|
|
|
(40,000
|
)
|
|
(55,000
|
)
|
|||
Net cash used in investing activities
|
(3,000
|
)
|
|
(40,000
|
)
|
|
(62,500
|
)
|
|||
Financing Activities
|
|
|
|
|
|
||||||
Proceeds from sale of stock related to stock-based awards
|
(1,459
|
)
|
|
(2,382
|
)
|
|
(2,241
|
)
|
|||
Preferred dividends paid
|
(9,750
|
)
|
|
(9,750
|
)
|
|
(9,750
|
)
|
|||
Net cash used in financing activities
|
(11,209
|
)
|
|
(12,132
|
)
|
|
(11,991
|
)
|
|||
Net increase (decrease) in cash and cash equivalents
|
(18,099
|
)
|
|
(55,074
|
)
|
|
(75,864
|
)
|
|||
Cash and cash equivalents at beginning of year
|
89,561
|
|
|
144,635
|
|
|
220,499
|
|
|||
Cash and cash equivalents at end of year
|
$
|
71,462
|
|
|
$
|
89,561
|
|
|
$
|
144,635
|
|
|
2019 Selected Quarterly Financial Data
|
||||||||||||||
(in thousands, except per share data)
|
Fourth
|
|
Third
|
|
Second
|
|
First
|
||||||||
Interest income
|
$
|
337,757
|
|
|
$
|
355,101
|
|
|
$
|
346,893
|
|
|
$
|
325,561
|
|
Interest expense
|
89,372
|
|
|
102,933
|
|
|
103,340
|
|
|
89,947
|
|
||||
Net interest income
|
248,385
|
|
|
252,168
|
|
|
243,553
|
|
|
235,614
|
|
||||
Provision for credit losses
|
17,000
|
|
|
11,000
|
|
|
27,000
|
|
|
20,000
|
|
||||
Net interest income after provision for credit losses
|
231,385
|
|
|
241,168
|
|
|
216,553
|
|
|
215,614
|
|
||||
Non-interest income
|
17,761
|
|
|
20,301
|
|
|
24,364
|
|
|
30,014
|
|
||||
Non-interest expense
|
158,690
|
|
|
149,370
|
|
|
141,561
|
|
|
140,378
|
|
||||
Income before income taxes
|
90,456
|
|
|
112,099
|
|
|
99,356
|
|
|
105,250
|
|
||||
Income tax expense
|
16,539
|
|
|
23,958
|
|
|
21,387
|
|
|
22,411
|
|
||||
Net income
|
73,917
|
|
|
88,141
|
|
|
77,969
|
|
|
82,839
|
|
||||
Preferred stock dividends
|
2,437
|
|
|
2,438
|
|
|
2,437
|
|
|
2,438
|
|
||||
Net income available to common stockholders
|
$
|
71,480
|
|
|
$
|
85,703
|
|
|
$
|
75,532
|
|
|
$
|
80,401
|
|
Basic earnings per share:
|
$
|
1.42
|
|
|
$
|
1.70
|
|
|
$
|
1.50
|
|
|
$
|
1.60
|
|
Diluted earnings per share:
|
$
|
1.42
|
|
|
$
|
1.70
|
|
|
$
|
1.50
|
|
|
$
|
1.60
|
|
|
2018 Selected Quarterly Financial Data
|
||||||||||||||
(in thousands, except per share data)
|
Fourth
|
|
Third
|
|
Second
|
|
First
|
||||||||
Interest income
|
$
|
321,718
|
|
|
$
|
301,754
|
|
|
$
|
286,852
|
|
|
$
|
253,869
|
|
Interest expense
|
81,045
|
|
|
69,579
|
|
|
55,140
|
|
|
43,569
|
|
||||
Net interest income
|
240,673
|
|
|
232,175
|
|
|
231,712
|
|
|
210,300
|
|
||||
Provision for credit losses
|
35,000
|
|
|
13,000
|
|
|
27,000
|
|
|
12,000
|
|
||||
Net interest income after provision for credit losses
|
205,673
|
|
|
219,175
|
|
|
204,712
|
|
|
198,300
|
|
||||
Non-interest income
|
15,280
|
|
|
25,518
|
|
|
17,279
|
|
|
19,947
|
|
||||
Non-interest expense
|
129,862
|
|
|
136,143
|
|
|
132,131
|
|
|
126,960
|
|
||||
Income before income taxes
|
91,091
|
|
|
108,550
|
|
|
89,860
|
|
|
91,287
|
|
||||
Income tax expense
|
19,200
|
|
|
22,998
|
|
|
18,424
|
|
|
19,342
|
|
||||
Net income
|
71,891
|
|
|
85,552
|
|
|
71,436
|
|
|
71,945
|
|
||||
Preferred stock dividends
|
2,437
|
|
|
2,438
|
|
|
2,437
|
|
|
2,438
|
|
||||
Net income available to common stockholders
|
$
|
69,454
|
|
|
$
|
83,114
|
|
|
$
|
68,999
|
|
|
$
|
69,507
|
|
Basic earnings per share:
|
$
|
1.38
|
|
|
$
|
1.66
|
|
|
$
|
1.39
|
|
|
$
|
1.40
|
|
Diluted earnings per share:
|
$
|
1.38
|
|
|
$
|
1.65
|
|
|
$
|
1.38
|
|
|
$
|
1.38
|
|
ITEM 9.
|
CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURES
|
ITEM 9A.
|
CONTROLS AND PROCEDURES
|
ITEM 9B.
|
OTHER INFORMATION
|
ITEM 10.
|
DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE
|
ITEM 11.
|
EXECUTIVE COMPENSATION
|
ITEM 12.
|
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS
|
ITEM 13.
|
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE
|
ITEM 14.
|
PRINCIPAL ACCOUNTING FEES AND SERVICES
|
ITEM 15.
|
EXHIBITS, FINANCIAL STATEMENT SCHEDULES
|
2.1
|
|
3.1
|
|
3.2
|
|
3.3
|
|
3.4
|
|
3.5
|
|
3.6
|
|
3.7
|
|
3.8
|
|
4.1
|
|
4.2
|
|
4.3
|
|
4.4
|
|
4.5
|
|
4.6
|
|
4.7
|
|
4.8
|
|
4.9
|
|
4.1
|
|
4.11
|
|
4.12
|
|
4.13
|
4.14
|
|
4.15
|
|
4.16
|
|
4.17
|
|
4.18
|
|
4.19
|
|
4.20
|
|
4.21
|
|
4.22
|
|
4.23
|
|
10.1
|
|
10.2
|
|
10.3
|
|
10.4
|
|
10.5
|
|
10.6
|
|
10.7
|
|
10.8
|
|
10.9
|
|
10.10
|
|
10.11
|
|
10.12
|
10.13
|
|
10.14
|
|
10.15
|
|
10.16
|
|
10.17
|
|
10.18
|
21
|
|
23.1
|
|
31.1
|
|
31.2
|
|
32.1
|
|
32.2
|
|
101.INS
|
XBRL Instance Document*
|
101.SCH
|
XBRL Taxonomy Extension Schema Document*
|
101.CAL
|
XBRL Taxonomy Extension Calculation Linkbase Document*
|
101.DEF
|
XBRL Taxonomy Extension Definition Linkbase Document*
|
101.LAB
|
XBRL Taxonomy Extension Label Linkbase Document*
|
101.PRE
|
XBRL Taxonomy Extension Presentation Linkbase Document*
|
*
|
Filed herewith
|
**
|
Furnished herewith
|
+
|
Management contract or compensatory plan arrangement
|
Date:
|
February 12, 2020
|
|
TEXAS CAPITAL BANCSHARES, INC.
|
||
|
|
|
|
||
|
|
|
By:
|
|
/S/ C. KEITH CARGILL
|
|
|
|
|
|
C. Keith Cargill
President and Chief Executive Officer
|
Date:
|
February 12, 2020
|
|
/S/ LARRY L. HELM
|
|
|
|
Larry L. Helm
Chairman of the Board and Director
|
|
|
|
|
Date:
|
February 12, 2020
|
|
/S/ JULIE ANDERSON
|
|
|
|
Julie Anderson
Chief Financial Officer
(principal financial officer)
|
|
|
|
|
Date:
|
February 12, 2020
|
|
/S/ ELLEN DETRICH
|
|
|
|
Ellen Detrich
Controller
(principal accounting officer)
|
|
|
|
|
Date:
|
February 12, 2020
|
|
/S/ JONATHAN E. BALIFF
|
|
|
|
Jonathan E. Baliff
Director |
|
|
|
|
Date:
|
February 12, 2020
|
|
/S/ JAMES H. BROWNING
|
|
|
|
James H. Browning
Director
|
|
|
|
|
Date:
|
February 12, 2020
|
|
/S/ DAVID S. HUNTLEY
|
|
|
|
David S. Huntley
Director |
|
|
|
|
Date:
|
February 12, 2020
|
|
/S/ CHARLES S. HYLE
|
|
|
|
Charles S. Hyle
Director
|
|
|
|
|
Date:
|
February 12, 2020
|
|
/S/ ELYSIA H. RAGUSA
|
|
|
|
Elysia H. Ragusa
Director |
|
|
|
|
Date:
|
February 12, 2020
|
|
/S/ STEVEN P. ROSENBERG
|
|
|
|
Steven P. Rosenberg
Director |
|
|
|
|
Date:
|
February 12, 2020
|
|
/S/ ROBERT W. STALLINGS
|
|
|
|
Robert W. Stallings
Director |
|
|
|
|
Date:
|
February 12, 2020
|
|
/S/ DALE W. TREMBLAY
|
|
|
|
Dale W. Tremblay
Director
|
|
|
|
|
Date:
|
February 12, 2020
|
|
/S/ IAN J. TURPIN
|
|
|
|
Ian J. Turpin
Director
|
|
|
|
|
Date:
|
February 12, 2020
|
|
/S/ PATRICIA A. WATSON
|
|
|
|
Patricia A. Watson
Director |
•
|
the series, the number of shares offered and the liquidation value of the preferred stock;
|
•
|
the price at which the preferred stock will be issued;
|
•
|
the dividend rate, the dates on which the dividends will be payable and other terms relating to the payment of dividends on the preferred stock;
|
•
|
the liquidation preference of the preferred stock;
|
•
|
the voting rights of the preferred stock;
|
•
|
whether the preferred stock is redeemable or subject to a sinking fund, and the terms of any such redemption or sinking fund;
|
•
|
whether the preferred stock is convertible or exchangeable for any other securities, and the terms of any such conversion; and
|
•
|
any additional rights, preferences, qualifications, limitations and restrictions of the preferred stock.
|
•
|
restricting dividends on the common stock;
|
•
|
diluting the voting power of the common stock;
|
•
|
impairing the liquidation rights of the common stock; and
|
•
|
delaying or preventing a change in control of our company.
|
•
|
redemptions, purchases or other acquisitions of shares of common stock or any other class or series of capital stock over which the 6.50% Preferred has preference or priority in the payment of dividends in connection with the administration of any employee benefit plan in the ordinary course of business;
|
•
|
any dividends or distributions of rights or common stock or any other class or series of capital stock over which the 6.50% Preferred has preference or priority in the payment of dividends in connection with a shareholders’ rights plan or any redemption or repurchase of rights pursuant to any stockholders’ rights plan;
|
•
|
the acquisition by us or any of our subsidiaries of record ownership in common stock or any other class or series of capital stock over which the 6.50% Preferred has preference or priority or is in parity with in the payment of dividends for the beneficial ownership of any other persons (other than for the beneficial ownership by us or any of our subsidiaries), including as trustees or custodians; and
|
•
|
the exchange or conversion of common stock for or into other capital stock that is junior to the 6.50% Preferred and the payment of cash solely in lieu of fractional shares.
|
•
|
any amendment, alteration or repeal of any provision of our certificate of formation (including the certificate of designations creating the 6.50% Preferred), or bylaws that would significantly and adversely affect the designations, preferences, limitations or relative rights of the 6.50% Preferred;
|
•
|
any amendment or alteration of our certificate of incorporation to authorize or create, or increase the authorized amount of, any shares of any class or series or any securities convertible into shares of any class or series of our capital stock ranking senior to the 6.50% Preferred with respect to the payment of dividends and/or the distribution of assets upon our liquidation, dissolution or winding-up; or
|
•
|
any consummation of a binding share exchange or reclassification involving the 6.50% Preferred, or of a merger or consolidation of TCBI with or into another corporation or other entity, unless (x) the shares of 6.50% Preferred remain outstanding or, in the case of any such merger or consolidation with respect to which TCBI is not the surviving corporation, are converted into or exchanged for preference securities of the surviving corporation or other entity or of an entity controlling such surviving corporation or other entity that is an entity organized and existing under the laws of the United States, any state thereof or the District of Columbia and (y) the shares of 6.50% Preferred remaining outstanding or such new preference securities, as the case may be, have such rights, preferences, privileges and voting powers, and limitations and restrictions thereof, as are not materially less favorable to the holders thereof than the rights, preferences, privileges and voting powers of the 6.50% Preferred.
|
(1)
|
Registration Statement (Form S-8 No. 333-131503) pertaining to the 2005 Long-Term Incentive Plan and 2006 Employee Stock Purchase Plan of Texas Capital Bancshares, Inc.,
|
(2)
|
Registration Statement (Form S-8 No. 333-166954) pertaining to the 2010 Long-Term Incentive Plan of Texas Capital Bancshares, Inc., and
|
(3)
|
Registration Statement (Form S-8 No. 333-204357) pertaining to the 2015 Long-Term Incentive Plan of Texas Capital Bancshares, Inc.
|
1.
|
I have reviewed this report on Form 10-K of Texas Capital Bancshares, Inc.;
|
2.
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
|
3.
|
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
|
4.
|
The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures, (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)), and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
|
a)
|
designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
b)
|
designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
|
c)
|
evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this annual report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
|
d)
|
disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting;
|
5.
|
The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
|
a)
|
all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
|
b)
|
any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
|
Date: February 12, 2020
|
|
/S/ C. Keith Cargill
|
C. Keith Cargill
|
Chief Executive Officer
|
1.
|
I have reviewed this report on Form 10-K of Texas Capital Bancshares, Inc.;
|
2.
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
|
3.
|
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
|
4.
|
The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures, (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)), and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
|
a)
|
designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
b)
|
designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
|
c)
|
evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this annual report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
|
d)
|
disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting;
|
5.
|
The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
|
a)
|
all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
|
b)
|
any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
|
Date: February 12, 2020
|
|
/S/ Julie Anderson
|
Julie Anderson
|
Chief Financial Officer
|
1.
|
The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended; and
|
2.
|
The information contained in the Report, fairly presents, in all material respects, the financial condition and results of operations of the Company.
|
/S/ C. Keith Cargill
|
C. Keith Cargill
|
Chief Executive Officer
|
Date: February 12, 2020
|
1.
|
The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended; and
|
2.
|
The information contained in the Report, fairly presents, in all material respects, the financial condition and results of operations of the Company.
|
/S/ Julie Anderson
|
Julie Anderson
|
Chief Financial Officer
|
Date: February 12, 2020
|