Table of Contents

 

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 

FORM 10-Q

 

x      Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

 

For the quarterly period ended June 30, 2014

 

or

 

o         Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

 

For the transition period from               to               

 

Commission File Number 001-34582

 

NORTHWEST BANCSHARES, INC.

(Exact name of registrant as specified in its charter)

 

Maryland

 

27-0950358

(State or other jurisdiction of incorporation or organization)

 

(I.R.S. Employer Identification No.)

 

100 Liberty Street, Warren, Pennsylvania

 

16365

(Address of principal executive offices)

 

(Zip Code)

 

(814) 726-2140

(Registrant’s telephone number, including area code)

 

 

(Former name, former address and former fiscal year, if changed since last report)

 

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the Registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.  Yes x  No o

 

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).  Yes x  No o

 

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company.  See definition of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.  (Check one):

 

Large Accelerated Filer x

 

Accelerated Filer o

 

 

 

Non-Accelerated Filer o

 

Smaller reporting company o

 

Indicate by check mark whether the registrant is a Shell Company (as defined in Rule 12b-2 of the Exchange Act).  Yes o  No x

 

Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date:

 

Common Stock ($0.01 par value) 94,964,483 shares outstanding as of July 31, 2014

 

 

 



Table of Contents

 

NORTHWEST BANCSHARES, INC.

INDEX

 

 

 

PAGE

 

 

 

PART I

FINANCIAL INFORMATION

 

 

 

 

Item 1.

Financial Statements (unaudited)

 

 

 

 

 

Consolidated Statements of Financial Condition as of June 30, 2014 and December 31, 2013

1

 

 

 

 

Consolidated Statements of Income for the quarter ended and six months ended June, 2014 and 2013

2

 

 

 

 

Consolidated Statements of Comprehensive Income for the quarter ended and six months ended June 30, 2014 and 2013

3

 

 

 

 

Consolidated Statements of Changes in Shareholders’ Equity for the quarter ended June 30, 2014 and 2013

4

 

 

 

 

Consolidated Statements of Changes in Shareholders’ Equity for the six months ended June 30, 2014 and 2013

5

 

 

 

 

Consolidated Statements of Cash Flows for the six months ended June 30, 2014 and 2013

6

 

 

 

 

Notes to Consolidated Financial Statements - Unaudited

8

 

 

 

Item 2.

Management’s Discussion and Analysis of Financial Condition and Results of Operations

48

 

 

 

Item 3.

Quantitative and Qualitative Disclosures about Market Risk

64

 

 

 

Item 4.

Controls and Procedures

65

 

 

 

PART II

OTHER INFORMATION

 

 

 

 

Item 1.

Legal Proceedings

66

 

 

 

Item 1A.

Risk Factors

66

 

 

 

Item 2.

Unregistered Sales of Equity Securities and Use of Proceeds

66

 

 

 

Item 3.

Defaults Upon Senior Securities

67

 

 

 

Item 4.

Mine Safety Disclosures

67

 

 

 

Item 5.

Other information

67

 

 

 

Item 6.

Exhibits

67

 

 

 

 

Signature

68

 

 

 

 

Certifications

 

 



Table of Contents

 

ITEM 1. FINANCIAL STATEMENTS

 

NORTHWEST BANCSHARES, INC.

CONSOLIDATED STATEMENTS OF FINANCIAL CONDITION

(in thousands, except share data)

 

 

 

(Unaudited)

 

 

 

 

 

June 30,

 

December 31,

 

 

 

2014

 

2013

 

Assets

 

 

 

 

 

Cash and due from banks

 

$

97,467

 

98,122

 

Interest-earning deposits in other financial institutions

 

287,867

 

293,149

 

Federal funds sold and other short-term investments

 

634

 

634

 

Marketable securities available-for-sale (amortized cost of $972,258 and $1,022,078)

 

977,786

 

1,016,767

 

Marketable securities held-to-maturity (fair value of $117,670 and $124,061)

 

114,154

 

121,366

 

Total cash and investments

 

1,477,908

 

1,530,038

 

 

 

 

 

 

 

Personal Banking:

 

 

 

 

 

Residential mortgage loans held for sale

 

 

221

 

Residential mortgage loans

 

2,485,740

 

2,482,783

 

Home equity loans

 

1,066,943

 

1,083,939

 

Other consumer loans

 

231,974

 

228,348

 

Total Personal Banking

 

3,784,657

 

3,795,291

 

Business Banking:

 

 

 

 

 

Commercial real estate loans

 

1,694,882

 

1,608,399

 

Commercial loans

 

406,195

 

402,601

 

Total Business Banking

 

2,101,077

 

2,011,000

 

Total loans

 

5,885,734

 

5,806,291

 

Allowance for loan losses

 

(71,442

)

(71,348

)

Total loans, net

 

5,814,292

 

5,734,943

 

 

 

 

 

 

 

Federal Home Loan Bank stock, at cost

 

43,986

 

43,715

 

Accrued interest receivable

 

21,756

 

21,821

 

Real estate owned, net

 

14,915

 

18,203

 

Premises and equipment, net

 

145,344

 

146,139

 

Bank owned life insurance

 

142,223

 

140,172

 

Goodwill

 

175,988

 

174,463

 

Other intangible assets

 

3,694

 

2,319

 

Other assets

 

62,210

 

69,663

 

Total assets

 

$

7,902,316

 

7,881,476

 

 

 

 

 

 

 

Liabilities and Shareholders’ equity

 

 

 

 

 

Liabilities:

 

 

 

 

 

Noninterest-bearing checking deposits

 

$

872,661

 

789,135

 

Interest-bearing checking deposits

 

901,486

 

852,809

 

Money market deposit accounts

 

1,183,228

 

1,167,954

 

Savings deposits

 

1,236,307

 

1,191,584

 

Time deposits

 

1,580,240

 

1,667,397

 

Total deposits

 

5,773,922

 

5,668,879

 

 

 

 

 

 

 

Borrowed funds

 

869,335

 

881,645

 

Junior subordinated deferrable interest debentures held by trusts that issued guaranteed capital debt securities

 

103,094

 

103,094

 

Advances by borrowers for taxes and insurance

 

37,677

 

26,669

 

Accrued interest payable

 

816

 

888

 

Other liabilities

 

45,000

 

43,499

 

Total liabilities

 

6,829,844

 

6,724,674

 

 

 

 

 

 

 

Shareholders’ equity:

 

 

 

 

 

Preferred stock, $0.01 par value: 50,000,000 authorized, no shares issued

 

 

 

Common stock, $0.01 par value: 500,000,000 shares authorized, 94,949,695 and 94,243,713 shares issued, respectively

 

949

 

943

 

Paid-in capital

 

626,213

 

619,678

 

Retained earnings

 

472,726

 

571,164

 

Unallocated common stock of employee stock ownership plan

 

(22,200

)

(23,083

)

Accumulated other comprehensive loss

 

(5,216

)

(11,900

)

Total shareholders’ equity

 

1,072,472

 

1,156,802

 

Total liabilities and shareholders’ equity

 

$

7,902,316

 

7,881,476

 

 

See accompanying notes to unaudited consolidated financial statements

 

1



Table of Contents

 

NORTHWEST BANCSHARES, INC.

CONSOLIDATED STATEMENTS OF INCOME (Unaudited)

(in thousands, except per share data)

 

 

 

Quarter ended

 

Six months ended

 

 

 

June 30,

 

June 30,

 

 

 

2014

 

2013

 

2014

 

2013

 

Interest income:

 

 

 

 

 

 

 

 

 

Loans receivable

 

$

70,797

 

71,987

 

140,170

 

144,960

 

Mortgage-backed securities

 

2,666

 

3,308

 

5,459

 

6,749

 

Taxable investment securities

 

1,014

 

1,034

 

2,094

 

1,939

 

Tax-free investment securities

 

1,598

 

2,094

 

3,253

 

4,157

 

Interest-earning deposits

 

286

 

340

 

486

 

591

 

Total interest income

 

76,361

 

78,763

 

151,462

 

158,396

 

 

 

 

 

 

 

 

 

 

 

Interest expense:

 

 

 

 

 

 

 

 

 

Deposits

 

6,421

 

7,404

 

12,911

 

15,218

 

Borrowed funds

 

7,793

 

8,032

 

15,507

 

15,863

 

Total interest expense

 

14,214

 

15,436

 

28,418

 

31,081

 

 

 

 

 

 

 

 

 

 

 

Net interest income

 

62,147

 

63,327

 

123,044

 

127,315

 

Provision for loan losses

 

8,285

 

5,405

 

15,770

 

12,563

 

Net interest income after provision for loan losses

 

53,862

 

57,922

 

107,274

 

114,752

 

 

 

 

 

 

 

 

 

 

 

Noninterest income:

 

 

 

 

 

 

 

 

 

Gain on sale of investments

 

349

 

19

 

3,697

 

120

 

Service charges and fees

 

9,042

 

9,037

 

17,450

 

17,728

 

Trust and other financial services income

 

3,055

 

2,263

 

6,102

 

4,467

 

Insurance commission income

 

2,237

 

2,190

 

4,801

 

4,485

 

Loss on real estate owned, net

 

(562

)

(2,285

)

(697

)

(2,415

)

Income from bank owned life insurance

 

1,050

 

1,088

 

2,051

 

2,173

 

Mortgage banking income

 

265

 

236

 

514

 

1,192

 

Other operating income

 

1,688

 

865

 

2,863

 

2,041

 

Total noninterest income

 

17,124

 

13,413

 

36,781

 

29,791

 

 

 

 

 

 

 

 

 

 

 

Noninterest expense:

 

 

 

 

 

 

 

 

 

Compensation and employee benefits

 

28,543

 

28,156

 

56,515

 

56,086

 

Premises and occupancy costs

 

5,740

 

5,744

 

12,297

 

11,897

 

Office operations

 

3,868

 

3,866

 

7,625

 

7,134

 

Processing expenses

 

6,639

 

7,390

 

13,228

 

13,243

 

Marketing expenses

 

2,931

 

2,093

 

4,568

 

3,993

 

Federal deposit insurance premiums

 

1,338

 

1,424

 

2,635

 

2,862

 

Professional services

 

1,775

 

1,199

 

3,837

 

2,892

 

Amortization of other intangible assets

 

331

 

349

 

662

 

697

 

Real estate owned expense

 

459

 

600

 

1,098

 

1,199

 

Other expenses

 

2,182

 

1,985

 

4,504

 

4,274

 

Total noninterest expense

 

53,806

 

52,806

 

106,969

 

104,277

 

 

 

 

 

 

 

 

 

 

 

Income before income taxes

 

17,180

 

18,529

 

37,086

 

40,266

 

 

 

 

 

 

 

 

 

 

 

Federal and state income taxes

 

4,465

 

5,051

 

9,731

 

11,490

 

 

 

 

 

 

 

 

 

 

 

Net income

 

$

12,715

 

13,478

 

27,355

 

28,776

 

 

 

 

 

 

 

 

 

 

 

Basic earnings per share

 

$

0.14

 

0.15

 

0.30

 

0.32

 

 

 

 

 

 

 

 

 

 

 

Diluted earnings per share

 

$

0.14

 

0.15

 

0.30

 

0.32

 

 

See accompanying notes to unaudited consolidated financial statements

 

2



Table of Contents

 

NORTHWEST BANCSHARES, INC.

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (Unaudited)

(in thousands)

 

 

 

Quarter ended

 

Six months ended

 

 

 

June 30,

 

June 30,

 

 

 

2014

 

2013

 

2014

 

2013

 

Net Income

 

$

12,715

 

13,478

 

27,355

 

28,776

 

Other comprehensive income net of tax:

 

 

 

 

 

 

 

 

 

Net unrealized holding gains/ (losses) on marketable securities:

 

 

 

 

 

 

 

 

 

Unrealized holding gains/ (losses) net of tax of $(1,997), $7,276, $(5,576) and $6,841, respectively

 

3,123

 

(11,399

)

8,719

 

(10,729

)

Reclassification adjustment for gains included in net income, net of tax of $130, $44, $1,348 and $87 respectively

 

(204

)

(68

)

(2,108

)

(134

)

Net unrealized holding gains/ (losses) on marketable securities

 

2,919

 

(11,467

)

6,611

 

(10,863

)

 

 

 

 

 

 

 

 

 

 

Change in fair value of interest rate swaps, net of tax of $(53), $(874), $(188) and $(1,241), respectively

 

98

 

1,626

 

349

 

2,306

 

 

 

 

 

 

 

 

 

 

 

Defined benefit plan:

 

 

 

 

 

 

 

 

 

Reclassification adjustment for prior period service costs included in net income, net of tax of $74, $(123), $149 and $(246), respectively

 

(138

)

229

 

(276

)

458

 

 

 

 

 

 

 

 

 

 

 

Other comprehensive income/ (loss)

 

2,879

 

(9,612

)

6,684

 

(8,099

)

 

 

 

 

 

 

 

 

 

 

Total comprehensive income

 

$

15,594

 

3,866

 

34,039

 

20,677

 

 

See accompanying notes to unaudited consolidated financial statements

 

3



Table of Contents

 

NORTHWEST BANCSHARES, INC.

CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS’ EQUITY (Unaudited)

(dollars in thousands, expect share data)

 

Quarter ended June 30, 2013

 

 

 

 

 

 

 

 

 

 

 

Accumulated

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Other

 

Unallocated

 

Total

 

 

 

Common Stock

 

Paid-in

 

Retained

 

Comprehensive

 

common stock

 

Shareholders’

 

 

 

Shares

 

Amount

 

Capital

 

Earnings

 

Income/ (loss)

 

of ESOP

 

Equity

 

Beginning balance at March 31, 2013

 

93,802,335

 

$

938

 

615,160

 

565,594

 

(9,975

)

(24,137

)

1,147,580

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Comprehensive income:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net income

 

 

 

 

13,478

 

 

 

13,478

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Other comprehensive loss, net of tax of $6,350

 

 

 

 

 

(9,612

)

 

(9,612

)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Total comprehensive income

 

 

 

 

13,478

 

(9,612

)

 

3,866

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Exercise of stock options

 

174,992

 

2

 

1,681

 

 

 

 

1,683

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Stock compensation expense

 

269,320

 

3

 

1,134

 

 

 

394

 

1,531

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Share repurchases

 

(368,800

)

(4

)

(4,455

)

 

 

 

(4,459

)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Dividends paid ($0.24 per share)

 

 

 

 

(21,968

)

 

 

(21,968

)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Ending balance at June 30, 2013

 

93,877,847

 

$

939

 

613,520

 

557,104

 

(19,587

)

(23,743

)

1,128,233

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Quarter ended June 30, 2014

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Accumulated

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Other

 

Unallocated

 

Total

 

 

 

Common Stock

 

Paid-in

 

Retained

 

Comprehensive

 

common stock

 

Shareholders’

 

 

 

Shares

 

Amount

 

Capital

 

Earnings

 

Income/ (loss)

 

of ESOP

 

Equity

 

Beginning balance at March 31, 2014

 

94,464,430

 

$

945

 

622,758

 

564,580

 

(8,095

)

(22,632

)

1,157,556

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Comprehensive income:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net income

 

 

 

 

12,715

 

 

 

12,715

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Other comprehensive income, net of tax of $(1,846)

 

 

 

 

 

2,879

 

 

2,879

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Total comprehensive income

 

 

 

 

12,715

 

2,879

 

 

15,594

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Exercise of stock options

 

212,635

 

2

 

2,167

 

 

 

 

2,169

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Stock compensation expense

 

272,630

 

2

 

1,288

 

 

 

432

 

1,722

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Dividends paid ($1.13 per share)

 

 

 

 

(104,569

)

 

 

(104,569

)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Ending balance at June 30, 2014

 

94,949,695

 

$

949

 

626,213

 

472,726

 

(5,216

)

(22,200

)

1,072,472

 

 

See accompanying notes to unaudited consolidated financial statements

 

4



Table of Contents

 

NORTHWEST BANCSHARES, INC.

CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS’ EQUITY (Unaudited)

(dollars in thousands, expect share data)

 

Six months ended June 30, 2013

 

 

 

 

 

 

 

 

 

 

 

Accumulated

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Other

 

Unallocated

 

Total

 

 

 

Common Stock

 

Paid-in

 

Retained

 

Comprehensive

 

common stock

 

Shareholders’

 

 

 

Shares

 

Amount

 

Capital

 

Earnings

 

Income/ (loss)

 

of ESOP

 

Equity

 

Beginning balance at December 31, 2012

 

93,652,960

 

$

937

 

613,249

 

550,296

 

(11,488

)

(24,525

)

1,128,469

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Comprehensive income:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net income

 

 

 

 

28,776

 

 

 

28,776

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Other comprehensive loss, net of tax of $5,441

 

 

 

 

 

(8,099

)

 

(8,099

)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Total comprehensive income

 

 

 

 

28,776

 

(8,099

)

 

20,677

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Exercise of stock options

 

324,367

 

3

 

2,898

 

 

 

 

2,901

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Stock-based compensation expense

 

269,320

 

3

 

1,828

 

 

 

782

 

2,613

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Share repurchases

 

(368,800

)

(4

)

(4,455

)

 

 

 

(4,459

)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Dividends paid ($0.24 per share)

 

 

 

 

(21,968

)

 

 

(21,968

)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Ending balance at June 30, 2013

 

93,877,847

 

$

939

 

613,520

 

557,104

 

(19,587

)

(23,743

)

1,128,233

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Six months ended June 30, 2014

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Accumulated

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Other

 

Unallocated

 

Total

 

 

 

Common Stock

 

Paid-in

 

Retained

 

Comprehensive

 

common stock

 

Shareholders’

 

 

 

Shares

 

Amount

 

Capital

 

Earnings

 

Income/ (loss)

 

of ESOP

 

Equity

 

Beginning balance at December 31, 2013

 

94,243,713

 

$

943

 

619,678

 

571,164

 

(11,900

)

(23,083

)

1,156,802

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Comprehensive income:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net income

 

 

 

 

27,355

 

 

 

27,355

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Other comprehensive income, net of tax of $(4,267)

 

 

 

 

 

6,684

 

 

6,684

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Total comprehensive income

 

 

 

 

27,355

 

6,684

 

 

34,039

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Exercise of stock options

 

433,352

 

4

 

4,459

 

 

 

 

4,463

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Stock-based compensation expense

 

272,630

 

2

 

2,076

 

 

 

883

 

2,961

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Dividends paid ($1.36 per share)

 

 

 

 

(125,793

)

 

 

(125,793

)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Ending balance at June 30, 2014

 

94,949,695

 

$

949

 

626,213

 

472,726

 

(5,216

)

(22,200

)

1,072,472

 

 

See accompanying notes to unaudited consolidated financial statements

 

5



Table of Contents

 

NORTHWEST BANCSHARES, INC.

CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited)

(in thousands)

 

 

 

Six months ended

 

 

 

June 30,

 

 

 

2014

 

2013

 

OPERATING ACTIVITIES:

 

 

 

 

 

Net Income

 

$

27,355

 

28,776

 

Adjustments to reconcile net income to net cash provided by operating activities:

 

 

 

 

 

Provision for loan losses

 

15,770

 

12,563

 

Net gain on sale of assets

 

(3,874

)

(584

)

Net depreciation, amortization and accretion

 

4,937

 

4,708

 

Decrease in other assets

 

4,591

 

11,200

 

Decrease in other liabilities

 

(3,531

)

(21

)

Net amortization on marketable securities

 

210

 

59

 

Noncash write-down of real estate owned

 

1,381

 

2,971

 

Origination of loans held for sale

 

(758

)

(35,991

)

Proceeds from sale of loans held for sale

 

1,023

 

51,673

 

Noncash compensation expense related to stock benefit plans

 

2,961

 

2,613

 

Net cash provided by operating activities

 

50,065

 

77,967

 

 

 

 

 

 

 

INVESTING ACTIVITIES:

 

 

 

 

 

Purchase of marketable securities available-for-sale

 

(22,805

)

(227,595

)

Proceeds from maturities and principal reductions of marketable securities available-for-sale

 

70,071

 

143,939

 

Proceeds from maturities and principal reductions of marketable securities held-to-maturity

 

7,205

 

21,690

 

Proceeds from sale of marketable securities available-for-sale

 

6,048

 

 

Loan originations

 

(939,594

)

(984,068

)

Proceeds from loan maturities and principal reductions

 

842,751

 

962,424

 

Purchase of Federal Home Loan Bank stock

 

(271

)

(1,406

)

Proceeds from sale of real estate owned

 

5,704

 

8,969

 

Sale of real estate owned for investment, net

 

304

 

228

 

Purchase of premises and equipment

 

(5,034

)

(7,895

)

Acquistions, net of cash received

 

(2,792

)

 

Net cash used in investing activities

 

(38,413

)

(83,714

)

 

6



Table of Contents

 

NORTHWEST BANCSHARES, INC.

CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited) (continued)

(in thousands)

 

 

 

Six months ended

 

 

 

June 30,

 

 

 

2014

 

2013

 

FINANCING ACTIVITIES:

 

 

 

 

 

Increase in deposits, net

 

$

105,043

 

18,492

 

Proceeds from long-term borrowings

 

 

30,000

 

Repayments of long-term borrowings

 

(27

)

(34

)

Net decrease in short-term borrowings

 

(12,283

)

(32,669

)

Increase in advances by borrowers for taxes and insurance

 

11,008

 

9,935

 

Cash dividends paid

 

(125,793

)

(21,968

)

Purchase of common stock for retirement

 

 

(4,459

)

Proceeds from stock options exercised

 

4,463

 

2,901

 

Net cash (used in)/ provided by financing activities

 

(17,589

)

2,198

 

 

 

 

 

 

 

Net decrease in cash and cash equivalents

 

$

(5,937

)

(3,549

)

 

 

 

 

 

 

Cash and cash equivalents at beginning of period

 

$

391,905

 

451,704

 

Net decrease in cash and cash equivalents

 

(5,937

)

(3,549

)

Cash and cash equivalents at end of period

 

$

385,968

 

448,155

 

 

 

 

 

 

 

Cash and cash equivalents:

 

 

 

 

 

Cash and due from banks

 

$

97,467

 

87,524

 

Interest-earning deposits in other financial institutions

 

287,867

 

359,997

 

Federal funds sold and other short-term investments

 

634

 

634

 

Total cash and cash equivalents

 

$

385,968

 

448,155

 

 

 

 

 

 

 

Cash paid during the period for:

 

 

 

 

 

Interest on deposits and borrowings (including interest credited to deposit accounts of $11,608 and $13,707, respectively)

 

$

28,490

 

30,926

 

Income taxes

 

$

14,872

 

15,960

 

 

 

 

 

 

 

Non-cash activities:

 

 

 

 

 

Loans foreclosures and repossessions

 

$

3,707

 

7,019

 

Sale of real estate owned financed by the Company

 

$

330

 

296

 

 

See accompanying notes to unaudited consolidated financial statements

 

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - Unaudited

 

(1)                                 Basis of Presentation and Informational Disclosures

 

Northwest Bancshares, Inc. (the “Company”) or (“NWBI”), a Maryland corporation headquartered in Warren, Pennsylvania, is a savings and loan holding company regulated by the Board of Governors of the Federal Reserve System.  The Company was incorporated to be the successor to Northwest Bancorp, Inc. upon the completion of the mutual-to-stock conversion of Northwest Bancorp, MHC in December 2009.  The primary activity of the Company is the ownership of all of the issued and outstanding common stock of Northwest Savings Bank, a Pennsylvania-chartered savings bank (“Northwest”).  Northwest is regulated by the FDIC and the Pennsylvania Department of Banking.  At June 30, 2014, Northwest operated 165 community-banking offices throughout Pennsylvania, western New York, eastern Ohio and Maryland.

 

The accompanying unaudited consolidated financial statements include the accounts of the Company and its subsidiary, Northwest, and Northwest’s subsidiaries Northwest Settlement Agency, LLC, Northwest Consumer Discount Company, Northwest Financial Services, Inc., Northwest Advisors, Inc., Northwest Capital Group, Inc., Allegheny Services, Inc., Great Northwest Corporation, Boetger & Associates, Inc., The Bert Company, Veracity Benefits Designs and Evans Capital Management, Inc. The unaudited consolidated financial statements have been prepared in accordance with United States generally accepted accounting principles for interim financial information and with the instructions for Form 10-Q and Article 10 of Regulation S-X.  Accordingly, they do not include all of the information or footnotes required for complete annual financial statements.  In the opinion of management, all adjustments necessary for the fair presentation of the Company’s financial position and results of operations have been included.  The consolidated statements have been prepared using the accounting policies described in the financial statements included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2013 updated, as required, for any new pronouncements or changes.

 

The results of operations for the quarter and six months ended June 30, 2014 are not necessarily indicative of the results that may be expected for the year ending December 31, 2014, or any other period.

 

Stock-Based Compensation

 

On May 21, 2014, we awarded employees 534,950 stock options and directors 57,600 stock options with an exercise price of $13.15 and grant date fair value of $1.45 per stock option.  On May 21, 2014, we also awarded employees 251,030 restricted common shares and directors 21,600 restricted common shares with a grant date fair value of $13.22.  Awarded stock options and common shares vest over a ten-year period with the first vesting occurring on the grant date.  Stock-based compensation expense of $1.8 million and $1.5 million for the quarter ended June 30, 2014 and 2013, respectively, and $3.0 million and $2.6 million for the six months ended June 30, 2014 and 2013, respectively, was recognized in compensation expense relating to our stock benefit plans.  At June 30, 2014 there was compensation expense of $5.5 million to be recognized for awarded but unvested stock options and $17.2 million for unvested common shares.

 

Income Taxes- Uncertain Tax Positions

 

Accounting standards prescribe a comprehensive model for how a company should recognize, measure, present and disclose in its financial statements uncertain tax positions that the company has taken or expects to take on a tax return.  A tax benefit from an uncertain position may be recognized only if it is “more likely than not” that the position is sustainable, based on its technical merits.  The tax benefit of a qualifying position is the largest amount of tax benefit that is greater than 50% likely of being realized upon ultimate settlement with a taxing authority having full knowledge of all relevant information.  As of June 30, 2014 we had no liability for unrecognized tax benefits.

 

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Table of Contents

 

We recognize interest accrued related to: (1) unrecognized tax benefits in federal and state income taxes and (2) refund claims in other operating income.  We recognize penalties (if any) in federal and state income taxes.  There is no amount accrued for the payment of interest or penalties at June 30, 2014.  We are subject to audit by the Internal Revenue Service and any state in which we conduct business for the tax periods ended December 31, 2012, 2011 and 2010.

 

Recent Accounting Pronouncements

 

In January 2014, the FASB issued ASU No. 2014-01, “Accounting for Investments in Qualified Affordable Housing Projects.” This guidance permits reporting entities to make an accounting policy election to account for investments in qualified affordable housing projects using the proportional amortization method if certain conditions are met. The proportional amortization method permits the amortization of the initial cost of the investment in proportion to the tax credits and other tax benefits received and recognizes the net investment performance in the income statement as a component of income tax expense. This guidance is effective retrospectively for fiscal years and interim periods within those years, beginning after December 15, 2014, and early adoption is permitted. We do not expect that this standard will have a material impact on our results of operations or financial position.

 

In January 2014, the FASB issued ASU No. 2014-04, “Reclassification of Residential Real Estate Collateralized Consumer Mortgage Loans upon Foreclosure”. This guidance clarifies that an in substance repossession or foreclosure has occurred, and a creditor is considered to have received physical possession of residential real estate property collateralizing a consumer mortgage loan, upon either the creditor obtaining legal title to the residential real estate property upon completion of a foreclosure or the borrower conveying all interest in the residential real estate property to the creditor to satisfy that loan through completion of a deed in lieu of foreclosure. Interim and annual disclosure is required of both the amount of foreclosed residential real estate property held by the creditor and the recorded investment in consumer mortgage loans collateralized by residential real estate property that are in the process of foreclosure. This guidance is effective using either the modified retrospective transition method or a prospective transition method for fiscal years and interim periods within those years, beginning after December 15, 2014, and early adoption is permitted. We do not expect that this standard will have a material impact on our results of operations or financial position.

 

In May 2014 the FASB issued ASU 2014-09, “Revenue from Contracts with Customers”. This guidance supersedes the revenue recognition requirements in Topic 605, Revenue Recognition, and most industry-specific guidance. The core principle of this guidance requires an entity to recognize revenue upon the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services and provides five steps to be analyzed to accomplish the core principle. This guidance is effective retrospectively for annual reporting periods beginning after December 15, 2016, including interim periods within those years and early adoption is not permitted.  We are currently evaluating the impact this standard will have on our results of operations and financial position.

 

In June 2014 the FASB issued ASU 2014-11, “Transfers and Servicing: Repurchase-to-Maturity Transactions, Repurchase Financings, and Disclosures”. This guidance requires repurchase-to-maturity transactions to be recorded and accounted for as secured borrowings and also requires separate accounting for a transfer of a financial asset executed contemporaneously with a repurchase agreement with the same counterparty, which will result in secured borrowing accounting for the repurchase agreement.  Additionally, an entity is required to disclose information on transfers accounted for as sales in transactions that are economically similar to repurchase agreements, and provide increased transparency about the types of collateral pledged in repurchase agreements and similar transactions accounted for as secured borrowings. The guidance related to repurchase-to-maturity and repurchase financing

 

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Table of Contents

 

transactions, and disclosures for certain transactions accounted for as a sale is effective for annual reporting periods beginning after December 15, 2014, including interim periods within those years. The disclosures for repurchase agreements, securities lending transactions, and repurchase-to-maturity transactions accounted for as secured borrowings are required to be presented for annual periods beginning after December 15, 2014, and for interim periods beginning after March 15, 2015.  We do not expect that this standard will have a material impact on our results of operations or financial position.

 

In June 2014 the FASB issued ASU 2014-12, “Compensation—Stock Compensation”. This guidance requires that a performance target that affects vesting and that could be achieved after the requisite service period be treated as a performance condition. Specifically, if the performance target becomes probable of being achieved before the end of the requisite service period, the remaining unrecognized compensation cost should be recognized prospectively over the remaining requisite service period. Further, the total amount of compensation cost recognized during and after the requisite service period should reflect the number of awards that are expected to vest and should be adjusted to reflect those awards that ultimately vest. This guidance is effective for annual periods beginning after December 15, 2015, including interim periods within those years and early adoption is permitted.  We do not expect that this standard will have a material impact on our results of operations or financial position.

 

(2)                                 Business Segments

 

We operate in two reportable business segments: Community Banking and Consumer Finance.  The Community Banking segment provides services traditionally offered by full-service community banks, including business and personal deposit accounts and business and personal loans, as well as insurance, brokerage and investment management and trust services.  The Consumer Finance segment, which is comprised of Northwest Consumer Discount Company, a subsidiary of Northwest, operates 50 offices in Pennsylvania and offers personal installment loans for a variety of consumer and real estate products.  This activity is funded primarily through an intercompany borrowing relationship with Allegheny Services, Inc., a subsidiary of Northwest.  Net income is the primary measure used by management to measure segment performance.  The following tables provide financial information for these reportable segments.  The “All Other” column represents the parent company and elimination entries necessary to reconcile to the consolidated amounts presented in the financial statements.

 

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Table of Contents

 

At or for the quarter ended:

 

 

 

Community

 

Consumer

 

 

 

 

 

June 30, 2014 ($ in 000’s)

 

Banking

 

Finance

 

All other (1)

 

Consolidated

 

External interest income

 

$

71,435

 

4,706

 

220

 

76,361

 

Intersegment interest income

 

591

 

 

(591

)

 

Interest expense

 

13,148

 

591

 

475

 

14,214

 

Provision for loan losses

 

7,500

 

785

 

 

8,285

 

Noninterest income

 

16,629

 

482

 

13

 

17,124

 

Noninterest expense

 

50,540

 

2,948

 

318

 

53,806

 

Income tax expense (benefit)

 

4,519

 

358

 

(412

)

4,465

 

Net income

 

12,948

 

506

 

(739

)

12,715

 

Total assets

 

$

7,773,965

 

105,909

 

22,442

 

7,902,316

 

 

 

 

 

 

 

 

 

 

 

 

 

Community

 

Consumer

 

 

 

 

 

June 30, 2013 ($ in 000’s)

 

Banking

 

Finance

 

All other (1)

 

Consolidated

 

External interest income

 

$

73,236

 

5,218

 

309

 

78,763

 

Intersegment interest income

 

676

 

 

(676

)

 

Interest expense

 

14,162

 

676

 

598

 

15,436

 

Provision for loan losses

 

4,700

 

705

 

 

5,405

 

Noninterest income

 

12,986

 

414

 

13

 

13,413

 

Noninterest expense

 

49,447

 

3,144

 

215

 

52,806

 

Income tax expense (benefit)

 

5,024

 

459

 

(432

)

5,051

 

Net income

 

13,565

 

648

 

(735

)

13,478

 

Total assets

 

$

7,811,048

 

111,102

 

41,664

 

7,963,814

 

 


(1)   Eliminations consist of intercompany loans, interest income and interest expense.

 

At or for the six months ended:

 

 

 

Community

 

Consumer

 

 

 

 

 

June 30, 2014 ($ in 000’s)

 

Banking

 

Finance

 

All other (1)

 

Consolidated

 

External interest income

 

$

141,554

 

9,365

 

543

 

151,462

 

Intersegment interest income

 

1,197

 

 

(1,197

)

 

Interest expense

 

26,317

 

1,197

 

904

 

28,418

 

Provision for loan losses

 

14,350

 

1,420

 

 

15,770

 

Noninterest income

 

33,662

 

770

 

2,349

 

36,781

 

Noninterest expense

 

100,402

 

5,869

 

698

 

106,969

 

Income tax expense (benefit)

 

9,054

 

684

 

(7

)

9,731

 

Net income

 

26,290

 

965

 

100

 

27,355

 

Total assets

 

$

7,773,965

 

105,909

 

22,442

 

7,902,316

 

 

 

 

 

 

 

 

 

 

 

 

 

Community

 

Consumer

 

 

 

 

 

June 30, 2013 ($ in 000’s)

 

Banking

 

Finance

 

All other (1)

 

Consolidated

 

External interest income

 

$

147,330

 

10,419

 

647

 

158,396

 

Intersegment interest income

 

1,376

 

 

(1,376

)

 

Interest expense

 

28,556

 

1,376

 

1,149

 

31,081

 

Provision for loan losses

 

11,006

 

1,557

 

 

12,563

 

Noninterest income

 

29,010

 

733

 

48

 

29,791

 

Noninterest expense

 

97,559

 

6,288

 

430

 

104,277

 

Income tax expense (benefit)

 

11,535

 

801

 

(846

)

11,490

 

Net income

 

29,060

 

1,130

 

(1,414

)

28,776

 

Total assets

 

$

7,811,048

 

111,102

 

41,664

 

7,963,814

 

 


(1)   Eliminations consist of intercompany loans, interest income and interest expense.

 

11



Table of Contents

 

(3)                                 Investment securities and impairment of investment securities

 

The following table shows the portfolio of investment securities available-for-sale at June 30, 2014 (in thousands):

 

 

 

 

 

Gross

 

Gross

 

 

 

 

 

 

 

unrealized

 

unrealized

 

 

 

 

 

Amortized

 

holding

 

holding

 

Fair

 

 

 

cost

 

gains

 

losses

 

value

 

Debt issued by the U.S. government and agencies:

 

 

 

 

 

 

 

 

 

Due in one year or less

 

$

29

 

 

 

29

 

 

 

 

 

 

 

 

 

 

 

Debt issued by government sponsored enterprises:

 

 

 

 

 

 

 

 

 

Due in one year - five years

 

265,778

 

358

 

(2,154

)

263,982

 

Due in five years - ten years

 

63,755

 

1

 

(980

)

62,776

 

 

 

 

 

 

 

 

 

 

 

Equity securities

 

2,886

 

1,696

 

(8

)

4,574

 

 

 

 

 

 

 

 

 

 

 

Municipal securities:

 

 

 

 

 

 

 

 

 

Due in one year or less

 

510

 

2

 

 

512

 

Due in one year - five years

 

8,297

 

110

 

 

8,407

 

Due in five years - ten years

 

11,726

 

282

 

 

12,008

 

Due after ten years

 

60,198

 

2,353

 

(9

)

62,542

 

 

 

 

 

 

 

 

 

 

 

Corporate debt issues:

 

 

 

 

 

 

 

 

 

Due after ten years

 

20,702

 

1,834

 

(342

)

22,194

 

 

 

 

 

 

 

 

 

 

 

Residential mortgage-backed securities:

 

 

 

 

 

 

 

 

 

Fixed rate pass-through

 

80,018

 

3,630

 

(224

)

83,424

 

Variable rate pass-through

 

73,024

 

3,387

 

(20

)

76,391

 

Fixed rate non-agency CMOs

 

3,520

 

289

 

 

3,809

 

Fixed rate agency CMOs

 

251,891

 

1,149

 

(6,438

)

246,602

 

Variable rate agency CMOs

 

129,924

 

676

 

(64

)

130,536

 

Total residential mortgage-backed securities

 

538,377

 

9,131

 

(6,746

)

540,762

 

Total marketable securities available-for-sale

 

$

972,258

 

15,767

 

(10,239

)

977,786

 

 

12



Table of Contents

 

The following table shows the portfolio of investment securities available-for-sale at December 31, 2013 (in thousands):

 

 

 

 

 

Gross

 

Gross

 

 

 

 

 

 

 

unrealized

 

unrealized

 

 

 

 

 

Amortized

 

holding

 

holding

 

Fair

 

 

 

cost

 

gains

 

losses

 

value

 

Debt issued by the U.S. government and agencies:

 

 

 

 

 

 

 

 

 

Due in one year or less

 

$

32

 

 

 

32

 

 

 

 

 

 

 

 

 

 

 

Debt issued by government sponsored enterprises:

 

 

 

 

 

 

 

 

 

Due in one year - five years

 

227,945

 

166

 

(4,041

)

224,070

 

Due in five years - ten years

 

94,777

 

72

 

(2,862

)

91,987

 

 

 

 

 

 

 

 

 

 

 

Equity securities

 

5,298

 

4,622

 

(70

)

9,850

 

 

 

 

 

 

 

 

 

 

 

Municipal securities:

 

 

 

 

 

 

 

 

 

Due in one year or less

 

710

 

10

 

 

720

 

Due in one year - five years

 

8,443

 

119

 

 

8,562

 

Due in five years - ten years

 

11,228

 

275

 

 

11,503

 

Due after ten years

 

71,068

 

1,111

 

(386

)

71,793

 

 

 

 

 

 

 

 

 

 

 

Corporate debt issues:

 

 

 

 

 

 

 

 

 

Due after ten years

 

21,150

 

475

 

(449

)

21,176

 

 

 

 

 

 

 

 

 

 

 

Residential mortgage-backed securities:

 

 

 

 

 

 

 

 

 

Fixed rate pass-through

 

85,306

 

3,041

 

(1,075

)

87,272

 

Variable rate pass-through

 

78,890

 

3,525

 

(16

)

82,399

 

Fixed rate non-agency CMOs

 

3,894

 

107

 

(3

)

3,998

 

Fixed rate agency CMOs

 

265,769

 

1,060

 

(11,436

)

255,393

 

Variable rate non-agency CMOs

 

660

 

 

(9

)

651

 

Variable rate agency CMOs

 

146,908

 

674

 

(221

)

147,361

 

Total residential mortgage-backed securities

 

581,427

 

8,407

 

(12,760

)

577,074

 

Total marketable securities available-for-sale

 

$

1,022,078

 

15,257

 

(20,568

)

1,016,767

 

 

The following table shows the portfolio of investment securities held-to-maturity at June 30, 2014 (in thousands):

 

 

 

 

 

Gross

 

Gross

 

 

 

 

 

 

 

unrealized

 

unrealized

 

 

 

 

 

Amortized

 

holding

 

holding

 

Fair

 

 

 

cost

 

gains

 

losses

 

value

 

 

 

 

 

 

 

 

 

 

 

Municipal securities:

 

 

 

 

 

 

 

 

 

Due in five years - ten years

 

$

8,006

 

196

 

 

8,202

 

Due after ten years

 

61,321

 

1,738

 

 

63,059

 

 

 

 

 

 

 

 

 

 

 

Residential mortgage-backed securities:

 

 

 

 

 

 

 

 

 

Fixed rate pass-through

 

9,872

 

631

 

 

10,503

 

Variable rate pass-through

 

4,680

 

62

 

 

4,742

 

Fixed rate agency CMOs

 

29,023

 

870

 

 

29,893

 

Variable rate agency CMOs

 

1,252

 

19

 

 

1,271

 

Total residential mortgage-backed securities

 

44,827

 

1,582

 

 

46,409

 

Total marketable securities held-to-maturity

 

$

114,154

 

3,516

 

 

117,670

 

 

13



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The following table shows the portfolio of investment securities held-to-maturity at December 31, 2013 (in thousands):

 

 

 

 

 

Gross

 

Gross

 

 

 

 

 

 

 

unrealized

 

unrealized

 

 

 

 

 

Amortized

 

holding

 

holding

 

Fair

 

 

 

cost

 

gains

 

losses

 

value

 

 

 

 

 

 

 

 

 

 

 

Municipal securities:

 

 

 

 

 

 

 

 

 

Due in five years - ten years

 

$

8,002

 

172

 

 

8,174

 

Due after ten years

 

61,314

 

1,178

 

(27

)

62,465

 

 

 

 

 

 

 

 

 

 

 

Residential mortgage-backed securities:

 

 

 

 

 

 

 

 

 

Fixed rate pass-through

 

11,101

 

544

 

 

11,645

 

Variable rate pass-through

 

5,172

 

71

 

 

5,243

 

Fixed rate agency CMOs

 

34,425

 

780

 

(33

)

35,172

 

Variable rate agency CMOs

 

1,352

 

10

 

 

1,362

 

Total residential mortgage-backed securities

 

52,050

 

1,405

 

(33

)

53,422

 

Total marketable securities held-to-maturity

 

$

121,366

 

2,755

 

(60

)

124,061

 

 

We review our investment portfolio on a quarterly basis for indications of impairment.  This review includes analyzing the length of time and the extent to which amortized costs have exceeded fair values, the financial condition and near-term prospects of the issuer, including any specific events which may influence the operations of the issuer, and the intent to hold the investments for a period of time sufficient to allow for a recovery in value.  Certain investments are evaluated using our best estimate of future cash flows. If the estimate of cash flows indicates that an adverse change has occurred, other-than-temporary impairment is recognized for the amount of the unrealized loss that was deemed credit related.

 

The following table shows the fair value of and gross unrealized losses on investment securities, aggregated by investment category and length of time that the individual securities have been in a continuous unrealized loss position at June 30, 2014 (in thousands):

 

 

 

Less than 12 months

 

12 months or more

 

Total

 

 

 

 

 

Unrealized

 

 

 

Unrealized

 

 

 

Unrealized

 

 

 

Fair value

 

loss

 

Fair value

 

loss

 

Fair value

 

loss

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

U.S. government and agencies

 

$

3,230

 

(2

)

262,301

 

(3,132

)

265,531

 

(3,134

)

Municipal securities

 

773

 

(9

)

 

 

773

 

(9

)

Corporate issues

 

 

 

2,078

 

(342

)

2,078

 

(342

)

Equity securities

 

614

 

(8

)

 

 

614

 

(8

)

Residential mortgage-backed securities - agency

 

44,636

 

(139

)

210,140

 

(6,607

)

254,776

 

(6,746

)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Total temporarily impaired securities

 

$

49,253

 

(158

)

474,519

 

(10,081

)

523,772

 

(10,239

)

 

14



Table of Contents

 

The following table shows the fair value of and gross unrealized losses on investment securities, aggregated by investment category and length of time that the individual securities have been in a continuous unrealized loss position at December 31, 2013 (in thousands):

 

 

 

Less than 12 months

 

12 months or more

 

Total

 

 

 

 

 

Unrealized

 

 

 

Unrealized

 

 

 

Unrealized

 

 

 

Fair value

 

loss

 

Fair value

 

loss

 

Fair value

 

loss

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

U.S. government and agencies

 

$

213,915

 

(4,797

)

64,635

 

(2,106

)

278,550

 

(6,903

)

Municipal securities

 

12,666

 

(413

)

 

 

12,666

 

(413

)

Corporate debt issues

 

 

 

1,970

 

(449

)

1,970

 

(449

)

Equity securities

 

552

 

(70

)

 

 

552

 

(70

)

Residential mortgage-backed securities - non-agency

 

1,210

 

(12

)

 

 

1,210

 

(12

)

Residential mortgage- backed securities - agency

 

224,125

 

(10,398

)

109,301

 

(2,383

)

333,426

 

(12,781

)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Total temporarily impaired securities

 

$

452,468

 

(15,690

)

175,906

 

(4,938

)

628,374

 

(20,628

)

 

Municipal Securities

 

We review our portfolio of municipal securities quarterly for impairment.  We initially evaluate municipal securities for other-than-temporary impairment by comparing the fair value, provided to us by a third party pricing source using quoted prices for similar assets that are actively traded, to the carrying value.  When an investment’s fair value is below 80% of the amortized cost we then assess the stated interest rate and compare the stated interest rate to current market interest rates to determine if the decline in fair value is considered to be attributable primarily to interest rates.  If the stated interest rate approximates current interest rates for similar securities, we determine if the investment is rated and if so, if the rating has changed during the current period.  If the rating has not changed during the current period, we review publicly available information to determine if there has been any negative change in the underlying municipality.  As of June 30, 2014, none of the investments in our municipal securities portfolio had an amortized cost that exceeded the fair value for more than twelve months.

 

Credit related other-than-temporary impairment on all debt securities is recognized in earnings while noncredit related other-than-temporary impairment on available-for-sale debt securities, not expected to be sold, is recognized in other comprehensive income.

 

The table below shows a cumulative roll forward of credit losses recognized in earnings for debt securities held and not intended to be sold for the quarter ended (in thousands):

 

 

 

2014

 

2013

 

Beginning balance at April 1, (1)

 

$

10,334

 

9,744

 

Credit losses on debt securities for which other-than-temporary impairment was not previously recognized

 

 

 

Reduction for losses realized during the quarter

 

(170

)

(47

)

Additional credit losses on debt securities for which other-than-temporary impairment was previously recognized

 

 

 

Ending balance at June 30,

 

$

10,164

 

9,697

 

 


(1) – The beginning balance represents credit losses included in other-than-temporary impairment charges recognized on debt securities in prior periods.

 

15



Table of Contents

 

The table below shows a cumulative roll forward of credit losses recognized in earnings for debt securities held and not intended to be sold for the six months ended (in thousands):

 

 

 

2014

 

2013

 

Beginning balance at Janaury 1, (1)

 

$

10,342

 

9,811

 

Credit losses on debt securities for which other-than-temporary impairment was not previously recognized

 

 

 

Reduction for losses realized during the six month period

 

(178

)

(114

)

Additional credit losses on debt securities for which other-than-temporary impairment was previously recognized

 

 

 

Ending balance at June 30,

 

$

10,164

 

9,697

 

 


(1) – The beginning balance represents credit losses included in other-than-temporary impairment charges recognized on debt securities in prior periods.

 

(4)                                 Loans receivable

 

The following table shows a summary of our loans receivable at June 30, 2014 and December 31, 2013 (in thousands):

 

 

 

June 30,

 

December 31,

 

 

 

2014

 

2013

 

Personal Banking:

 

 

 

 

 

Loans held for sale

 

$

 

221

 

Residential mortgage loans

 

2,493,581

 

2,491,917

 

Home equity loans

 

1,066,943

 

1,083,939

 

Other consumer loans

 

231,974

 

228,348

 

Total Personal Banking

 

3,792,498

 

3,804,425

 

 

 

 

 

 

 

Business Banking:

 

 

 

 

 

Commercial real estate

 

1,755,382

 

1,665,274

 

Commercial loans

 

433,827

 

437,559

 

Total Business Banking

 

2,189,209

 

2,102,833

 

Total loans receivable, gross

 

5,981,707

 

5,907,258

 

 

 

 

 

 

 

Deferred loan costs

 

4,048

 

2,461

 

Allowance for loan losses

 

(71,442

)

(71,348

)

Undisbursed loan proceeds:

 

 

 

 

 

Residential mortgage loans

 

(11,889

)

(11,595

)

Commercial real estate

 

(60,500

)

(56,875

)

Commercial loans

 

(27,632

)

(34,958

)

Total loans receivable, net

 

$

5,814,292

 

5,734,943

 

 

16



Table of Contents

 

The following table provides information related to the allowance for loan losses by portfolio segment and by class of financing receivable for the quarter ended June 30, 2014 (in thousands):

 

 

 

Balance
June 30,
2014

 

Current
period
provision

 

Charge-offs

 

Recoveries

 

Balance
March 31,
2014

 

Personal Banking:

 

 

 

 

 

 

 

 

 

 

 

Residental mortgage loans

 

$

7,767

 

1,142

 

(883

)

41

 

7,467

 

Home equity loans

 

6,516

 

72

 

(593

)

79

 

6,958

 

Other consumer loans

 

5,626

 

1,495

 

(1,450

)

301

 

5,280

 

Total Personal Banking

 

19,909

 

2,709

 

(2,926

)

421

 

19,705

 

 

 

 

 

 

 

 

 

 

 

 

 

Business Banking:

 

 

 

 

 

 

 

 

 

 

 

Commercial real estate loans

 

35,081

 

364

 

(2,578

)

1,086

 

36,209

 

Commercial loans

 

12,106

 

5,017

 

(9,516

)

436

 

16,169

 

Total Business Banking

 

47,187

 

5,381

 

(12,094

)

1,522

 

52,378

 

 

 

 

 

 

 

 

 

 

 

 

 

Unallocated

 

4,346

 

195

 

 

 

4,151

 

 

 

 

 

 

 

 

 

 

 

 

 

Total

 

$

71,442

 

8,285

 

(15,020

)

1,943

 

76,234

 

 

The following table provides information related to the allowance for loan losses by portfolio segment and by class of financing receivable for the quarter ended June 30, 2013 (in thousands):

 

 

 

Balance
June 30,
2013

 

Current
period
provision

 

Charge-offs

 

Recoveries

 

Balance
March 31,
2013

 

Personal Banking:

 

 

 

 

 

 

 

 

 

 

 

Residental mortgage loans

 

$

7,859

 

583

 

(777

)

175

 

7,878

 

Home equity loans

 

8,350

 

914

 

(805

)

30

 

8,211

 

Other consumer loans

 

4,823

 

963

 

(1,280

)

280

 

4,860

 

Total Personal Banking

 

21,032

 

2,460

 

(2,862

)

485

 

20,949

 

 

 

 

 

 

 

 

 

 

 

 

 

Business Banking:

 

 

 

 

 

 

 

 

 

 

 

Commercial real estate loans

 

35,558

 

2,500

 

(2,696

)

194

 

35,560

 

Commercial loans

 

11,786

 

258

 

(542

)

597

 

11,473

 

Total Business Banking

 

47,344

 

2,758

 

(3,238

)

791

 

47,033

 

 

 

 

 

 

 

 

 

 

 

 

 

Unallocated

 

4,214

 

187

 

 

 

4,027

 

 

 

 

 

 

 

 

 

 

 

 

 

Total

 

$

72,590

 

5,405

 

(6,100

)

1,276

 

72,009

 

 

17



Table of Contents

 

The following table provides information related to the allowance for loan losses by portfolio segment and by class of financing receivable for the six months ended June 30, 2014 (in thousands):

 

 

 

Balance
June 30,
2014

 

Current
period
provision

 

Charge-offs

 

Recoveries

 

Balance
December 31,
2013

 

Personal Banking:

 

 

 

 

 

 

 

 

 

 

 

Residental mortgage loans

 

$

7,767

 

1,177

 

(1,342

)

57

 

7,875

 

Home equity loans

 

6,516

 

109

 

(965

)

127

 

7,245

 

Other consumer loans

 

5,626

 

2,679

 

(3,166

)

626

 

5,487

 

Total Personal Banking

 

19,909

 

3,965

 

(5,473

)

810

 

20,607

 

 

 

 

 

 

 

 

 

 

 

 

 

Business Banking:

 

 

 

 

 

 

 

 

 

 

 

Commercial real estate loans

 

35,081

 

1,915

 

(3,510

)

1,707

 

34,969

 

Commercial loans

 

12,106

 

10,206

 

(10,286

)

1,076

 

11,110

 

Total Business Banking

 

47,187

 

12,121

 

(13,796

)

2,783

 

46,079

 

 

 

 

 

 

 

 

 

 

 

 

 

Unallocated

 

4,346

 

(316

)

 

 

4,662

 

 

 

 

 

 

 

 

 

 

 

 

 

Total

 

$

71,442

 

15,770

 

(19,269

)

3,593

 

71,348

 

 

The following table provides information related to the allowance for loan losses by portfolio segment and by class of financing receivable for the six months ended June 30, 2013 (in thousands):

 

 

 

Balance
June 30,
2013

 

Current
period
provision

 

Charge-offs

 

Recoveries

 

Balance
December 31,
2012

 

Personal Banking:

 

 

 

 

 

 

 

 

 

 

 

Residental mortgage loans

 

$

7,859

 

1,035

 

(1,456

)

278

 

8,002

 

Home equity loans

 

8,350

 

1,138

 

(1,175

)

93

 

8,294

 

Other consumer loans

 

4,823

 

1,759

 

(2,684

)

592

 

5,156

 

Total Personal Banking

 

21,032

 

3,932

 

(5,315

)

963

 

21,452

 

 

 

 

 

 

 

 

 

 

 

 

 

Business Banking:

 

 

 

 

 

 

 

 

 

 

 

Commercial real estate loans

 

35,558

 

7,357

 

(6,686

)

388

 

34,499

 

Commercial loans

 

11,786

 

1,086

 

(3,222

)

680

 

13,242

 

Total Business Banking

 

47,344

 

8,443

 

(9,908

)

1,068

 

47,741

 

 

 

 

 

 

 

 

 

 

 

 

 

Unallocated

 

4,214

 

188

 

 

 

4,026

 

 

 

 

 

 

 

 

 

 

 

 

 

Total

 

$

72,590

 

12,563

 

(15,223

)

2,031

 

73,219

 

 

18



Table of Contents

 

The following table provides information related to the loan portfolio by portfolio segment and by class of financing receivable at June 30, 2014 (in thousands):

 

 

 

Recorded
investment in
loans
receivable

 

Allowance for
loan losses

 

Recorded
investment in
loans on
nonaccrual
(1)

 

Recorded
investment in
loans past
due 90 days
or more and
still accruing

 

TDRs

 

Allowance
related to
TDRs

 

Additional
commitments
to customers
with loans
classified as
TDRs

 

Personal Banking:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Residental mortgage loans

 

$

2,485,740

 

7,767

 

24,149

 

 

5,769

 

1,043

 

 

Home equity loans

 

1,066,943

 

6,516

 

9,841

 

 

2,366

 

222

 

 

Other consumer loans

 

231,974

 

5,626

 

2,178

 

249

 

 

 

 

Total Personal Banking

 

3,784,657

 

19,909

 

36,168

 

249

 

8,135

 

1,265

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Business Banking:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Commercial real estate loans

 

1,694,882

 

35,081

 

48,567

 

 

43,530

 

6,563

 

764

 

Commercial loans

 

406,195

 

12,106

 

12,022

 

22

 

12,128

 

1,958

 

633

 

Total Business Banking

 

2,101,077

 

47,187

 

60,589

 

22

 

55,658

 

8,521

 

1,397

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Total

 

$

5,885,734

 

67,096

 

96,757

 

271

 

63,793

 

9,786

 

1,397

 

 


(1)   Includes $23.9 million of nonaccrual TDRs.

 

The following table provides information related to the loan portfolio by portfolio segment and by class of financing receivable at December 31, 2013 (in thousands):

 

 

 

Recorded
investment in
loans
receivable

 

Allowance for
loan losses

 

Recorded
investment in
loans on
nonaccrual
(1)

 

Recorded
investment in
loans past
due 90 days
or more and
still accruing

 

TDRs

 

Allowance
related to
TDRs

 

Additional
commitments
to customers
with loans
classified as
TDRs

 

Personal Banking:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Residental mortgage loans

 

$

2,483,004

 

7,875

 

27,277

 

 

4,004

 

863

 

 

Home equity loans

 

1,083,939

 

7,245

 

9,863

 

1

 

2,240

 

371

 

 

Other consumer loans

 

228,348

 

5,487

 

2,257

 

666

 

 

 

 

Total Personal Banking

 

3,795,291

 

20,607

 

39,397

 

667

 

6,244

 

1,234

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Business Banking:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Commercial real estate loans

 

1,608,399

 

34,969

 

41,803

 

 

48,829

 

4,503

 

301

 

Commercial loans

 

402,601

 

11,110

 

26,021

 

23

 

24,093

 

2,778

 

454

 

Total Business Banking

 

2,011,000

 

46,079

 

67,824

 

23

 

72,922

 

7,281

 

755

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Total

 

$

5,806,291

 

66,686

 

107,221

 

690

 

79,166

 

8,515

 

755

 

 


(1)   Includes $28.9 million of nonaccrual TDRS.

 

19



Table of Contents

 

The following table provides geographical and delinquency information related to the loan portfolio by portfolio segment and class of financing receivable at June 30, 2014 (in thousands):

 

 

 

Pennsylvania

 

New York

 

Ohio

 

Maryland

 

Other

 

Total

 

Recorded investment in loans receivable:

 

 

 

 

 

 

 

 

 

 

 

 

 

Personal Banking:

 

 

 

 

 

 

 

 

 

 

 

 

 

Residential mortgage loans

 

$

2,118,663

 

159,947

 

18,274

 

133,670

 

55,186

 

2,485,740

 

Home equity loans

 

910,659

 

115,244

 

9,371

 

26,034

 

5,635

 

1,066,943

 

Other consumer loans

 

214,313

 

10,387

 

3,100

 

1,175

 

2,999

 

231,974

 

Total Personal Banking

 

3,243,635

 

285,578

 

30,745

 

160,879

 

63,820

 

3,784,657

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Business Banking:

 

 

 

 

 

 

 

 

 

 

 

 

 

Commercial real estate loans

 

932,459

 

544,142

 

23,413

 

134,839

 

60,029

 

1,694,882

 

Commercial loans

 

278,842

 

80,543

 

17,783

 

25,823

 

3,204

 

406,195

 

Total Business Banking

 

1,211,301

 

624,685

 

41,196

 

160,662

 

63,233

 

2,101,077

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Total

 

$

4,454,936

 

910,263

 

71,941

 

321,541

 

127,053

 

5,885,734

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Percentage of total loans receivable

 

75.6

%

15.5

%

1.2

%

5.5

%

2.2

%

100.0

%

 

 

 

Pennsylvania

 

New York

 

Ohio

 

Maryland

 

Other

 

Total

 

Loans 90 or more days delinquent:

 

 

 

 

 

 

 

 

 

 

 

 

 

Personal Banking:

 

 

 

 

 

 

 

 

 

 

 

 

 

Residential mortgage loans

 

$

15,965

 

1,578

 

684

 

1,919

 

1,848

 

21,994

 

Home equity loans

 

5,772

 

816

 

74

 

1,077

 

71

 

7,810

 

Other consumer loans

 

1,933

 

31

 

 

 

2

 

1,966

 

Total Personal Banking

 

23,670

 

2,425

 

758

 

2,996

 

1,921

 

31,770

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Business Banking:

 

 

 

 

 

 

 

 

 

 

 

 

 

Commercial real estate loans

 

13,036

 

1,455

 

 

686

 

113

 

15,290

 

Commercial loans

 

3,176

 

289

 

 

77

 

672

 

4,214

 

Total Business Banking

 

16,212

 

1,744

 

 

763

 

785

 

19,504

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Total

 

$

39,882

 

4,169

 

758

 

3,759

 

2,706

 

51,274

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Percentage of total loans 90 or more days delinquent

 

77.8

%

8.1

%

1.5

%

7.3

%

5.3

%

100.0

%

 

20



Table of Contents

 

The following table provides geographical and delinquency information related to the loan portfolio by portfolio segment and class of financing receivable at December 31, 2013 (in thousands):

 

 

 

Pennsylvania

 

New York

 

Ohio

 

Maryland

 

Other

 

Total

 

Recorded investment in loans receivable:

 

 

 

 

 

 

 

 

 

 

 

 

 

Personal Banking:

 

 

 

 

 

 

 

 

 

 

 

 

 

Residential mortgage loans

 

$

2,108,018

 

160,931

 

19,468

 

140,087

 

54,500

 

2,483,004

 

Home equity loans

 

923,365

 

117,081

 

10,152

 

27,400

 

5,941

 

1,083,939

 

Other consumer loans

 

207,243

 

9,890

 

3,007

 

1,256

 

6,952

 

228,348

 

Total Personal Banking

 

3,238,626

 

287,902

 

32,627

 

168,743

 

67,393

 

3,795,291

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Business Banking:

 

 

 

 

 

 

 

 

 

 

 

 

 

Commercial real estate loans

 

876,359

 

484,071

 

27,136

 

123,279

 

97,554

 

1,608,399

 

Commercial loans

 

276,469

 

63,689

 

14,645

 

27,496

 

20,302

 

402,601

 

Total Business Banking

 

1,152,828

 

547,760

 

41,781

 

150,775

 

117,856

 

2,011,000

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Total

 

$

4,391,454

 

835,662

 

74,408

 

319,518

 

185,249

 

5,806,291

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Percentage of total loans receivable

 

75.6

%

14.4

%

1.3

%

5.5

%

3.2

%

100.0

%

 

 

 

Pennsylvania

 

New York

 

Ohio

 

Maryland

 

Other

 

Total

 

Loans 90 or more days delinquent:

 

 

 

 

 

 

 

 

 

 

 

 

 

Personal Banking:

 

 

 

 

 

 

 

 

 

 

 

 

 

Residential mortgage loans

 

$

15,995

 

1,184

 

229

 

3,891

 

3,326

 

24,625

 

Home equity loans

 

5,279

 

1,783

 

116

 

1,095

 

71

 

8,344

 

Other consumer loans

 

2,006

 

35

 

3

 

 

13

 

2,057

 

Total Personal Banking

 

23,280

 

3,002

 

348

 

4,986

 

3,410

 

35,026

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Business Banking:

 

 

 

 

 

 

 

 

 

 

 

 

 

Commercial real estate loans

 

15,581

 

1,669

 

962

 

108

 

113

 

18,433

 

Commercial loans

 

3,045

 

645

 

 

314

 

294

 

4,298

 

Total Business Banking

 

18,626

 

2,314

 

962

 

422

 

407

 

22,731

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Total

 

$

41,906

 

5,316

 

1,310

 

5,408

 

3,817

 

57,757

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Percentage of total loans 90 or more days delinquent

 

72.5

%

9.2

%

2.3

%

9.4

%

6.6

%

100.0

%

 

21



Table of Contents

 

The following table provides information related to the composition of impaired loans by portfolio segment and by class of financing receivable at and for the six months ended June 30, 2014 (in thousands):

 

 

 

Nonaccrual
loans 90 or
more days
delinquent

 

Nonaccrual
loans less
than 90
days
delinquent

 

Loans less
than 90
days
delinquent
reviewed for
impairment

 

TDRs less
than 90
days
delinquent
not included
elsewhere

 

Total
impaired
loans

 

Average
recorded
investment
in impaired
loans

 

Interest
income
recognized
on impaired
loans

 

Personal Banking:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Residental mortgage loans

 

$

21,994

 

2,155

 

 

5,174

 

29,323

 

28,903

 

419

 

Home equity loans

 

7,810

 

2,031

 

 

2,072

 

11,913

 

12,035

 

257

 

Other consumer loans

 

1,966

 

212

 

 

 

2,178

 

2,228

 

28

 

Total Personal Banking

 

31,770

 

4,398

 

 

7,246

 

43,414

 

43,166

 

704

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Business Banking:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Commercial real estate loans

 

15,290

 

33,277

 

39,469

 

13,013

 

101,049

 

90,264

 

1,742

 

Commercial loans

 

4,214

 

7,808

 

4,259

 

3,218

 

19,499

 

30,229

 

461

 

Total Business Banking

 

19,504

 

41,085

 

43,728

 

16,231

 

120,548

 

120,493

 

2,203

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Total

 

$

51,274

 

45,483

 

43,728

 

23,477

 

163,962

 

163,659

 

2,907

 

 

The following table provides information related to the composition of impaired loans by portfolio segment and by class of financing receivable at and for the year ended December 31, 2013 (in thousands):

 

 

 

Nonaccrual
loans 90 or
more days
delinquent

 

Nonaccrual
loans less
than 90
days
delinquent

 

Loans less
than 90
days
delinquent
reviewed for
impairment

 

TDRs less
than 90
days
delinquent
not included
elsewhere

 

Total
impaired
loans

 

Average
recorded
investment
in impaired
loans

 

Interest
income
recognized
on impaired
loans

 

Personal Banking:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Residental mortgage loans

 

$

24,625

 

2,652

 

 

3,372

 

30,649

 

29,994

 

723

 

Home equity loans

 

8,344

 

1,519

 

 

1,810

 

11,673

 

10,828

 

383

 

Other consumer loans

 

2,057

 

200

 

 

 

2,257

 

1,976

 

44

 

Total Personal Banking

 

35,026

 

4,371

 

 

5,182

 

44,579

 

42,798

 

1,150

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Business Banking:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Commercial real estate loans

 

18,433

 

23,370

 

39,199

 

13,060

 

94,062

 

90,912

 

3,678

 

Commercial loans

 

4,298

 

21,723

 

5,219

 

3,963

 

35,203

 

41,303

 

1,127

 

Total Business Banking

 

22,731

 

45,093

 

44,418

 

17,023

 

129,265

 

132,215

 

4,805

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Total

 

$

57,757

 

49,464

 

44,418

 

22,205

 

173,844

 

175,013

 

5,955

 

 

22



Table of Contents

 

The following table provides information related to the evaluation of impaired loans by portfolio segment and by class of financing receivable at June 30, 2014 (in thousands):

 

 

 

Loans
collectively
evaluated for
impairment

 

Loans
individually
evaluated for
impairment

 

Loans
individually
evaluated for
impairment
for which
there is a
related
impairment
reserve

 

Related
impairment
reserve

 

Loans
individually
evaluated for
impairment
for which
there is no
related
reserve

 

Personal Banking:

 

 

 

 

 

 

 

 

 

 

 

Residental mortgage loans

 

$

2,479,162

 

6,578

 

6,578

 

1,257

 

 

Home equity loans

 

1,064,577

 

2,366

 

2,366

 

222

 

 

Other consumer loans

 

231,894

 

80

 

80

 

10

 

 

Total Personal Banking

 

3,775,633

 

9,024

 

9,024

 

1,489

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Business Banking:

 

 

 

 

 

 

 

 

 

 

 

Commercial real estate loans

 

1,613,156

 

81,726

 

47,394

 

7,832

 

34,332

 

Commercial loans

 

387,532

 

18,663

 

12,000

 

3,259

 

6,663

 

Total Business Banking

 

2,000,688

 

100,389

 

59,394

 

11,091

 

40,995

 

 

 

 

 

 

 

 

 

 

 

 

 

Total

 

$

5,776,321

 

109,413

 

68,418

 

12,580

 

40,995

 

 

The following table provides information related to the evaluation of impaired loans by portfolio segment and by class of financing receivable at December 31, 2013 (in thousands):

 

 

 

Loans
collectively
evaluated for
impairment

 

Loans
individually
evaluated for
impairment

 

Loans
individually
evaluated for
impairment
for which
there is a
related
impairment
reserve

 

Related
impairment
reserve

 

Loans
individually
evaluated for
impairment
for which
there is no
related
reserve

 

Personal Banking:

 

 

 

 

 

 

 

 

 

 

 

Residental mortgage loans

 

$

2,477,888

 

5,116

 

5,116

 

1,136

 

 

Home equity loans

 

1,081,699

 

2,240

 

2,240

 

333

 

 

Other consumer loans

 

228,227

 

121

 

121

 

1

 

 

Total Personal Banking

 

3,787,814

 

7,477

 

7,477

 

1,470

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Business Banking:

 

 

 

 

 

 

 

 

 

 

 

Commercial real estate loans

 

1,532,117

 

76,282

 

45,761

 

6,300

 

30,521

 

Commercial loans

 

371,287

 

31,314

 

21,395

 

4,133

 

9,919

 

Total Business Banking

 

1,903,404

 

107,596

 

67,156

 

10,433

 

40,440

 

 

 

 

 

 

 

 

 

 

 

 

 

Total

 

$

5,691,218

 

115,073

 

74,633

 

11,903

 

40,440

 

 

23



Table of Contents

 

Our loan portfolios include loans that have been modified in a troubled debt restructuring (TDR), where concessions have been granted to borrowers who have experienced financial difficulties. These concessions typically result from our loss mitigation activities and could include: extending the note’s maturity date, permitting interest only payments, reducing the interest rate to a rate lower than current market rates for new debt with similar risk, reducing the principal payment, principal forbearance or other actions.  These concessions are applicable to all loan segments and classes. Certain TDRs are classified as nonperforming at the time of restructuring and may be returned to performing status after considering the borrower’s sustained repayment performance for a reasonable period of at least six months.

 

When we modify loans in a TDR, we evaluate any possible impairment similar to other impaired loans based on the present value of expected future cash flows, discounted at the contractual interest rate of the original loan agreement, the loan’s observable market price or the current fair value of the collateral, less selling costs, for collateral dependent loans.  If we determine that the value of the modified loan is less than the recorded investment in the loan (net of previous charge-offs, deferred loan fees or costs and unamortized premium or discount), impairment is recognized through an allowance estimate or a charge-off to the allowance.  In periods subsequent to modification, we evaluate all TDRs, including those that have payment defaults, for possible impairment, using ASC 310-10. As a result, loans modified in a TDR may have the financial effect of increasing the specific allowance associated with the loan.

 

Loans modified in a TDR are closely monitored for delinquency as an early indicator of possible future default.  If loans modified in a TDR subsequently default, we evaluate the loan for possible further impairment. The allowance may be increased, adjustments may be made in the allocation of the allowance, partial charge-offs may be taken to further write-down the carrying value of the loan, or the loan may be charged-off completely.

 

24



Table of Contents

 

The following table provides a roll forward of troubled debt restructurings for the periods indicated (in thousands):

 

 

 

For the quarters ended June 30,

 

 

 

2014

 

2013

 

 

 

Number of
contracts

 

 

 

Number of
contracts

 

 

 

Beginning TDR balance:

 

276

 

$

74,511

 

269

 

$

91,365

 

New TDRs

 

6

 

1,343

 

6

 

3,722

 

Net paydowns

 

 

 

(2,526

)

 

 

(5,569

)

Charge-offs:

 

 

 

 

 

 

 

 

 

Residential mortgage loans

 

 

 

2

 

(172

)

Home equity loans

 

1

 

(130

)

3

 

(76

)

Commercial real estate loans

 

 

 

2

 

(413

)

Commercial loans

 

7

 

(8,244

)

 

 

Paid-off loans:

 

 

 

 

 

 

 

 

 

Residential mortgage loans

 

 

 

1

 

(109

)

Home equity loans

 

1

 

(39

)

2

 

(7

)

Commercial real estate loans

 

4

 

(561

)

4

 

(541

)

Commercial loans

 

3

 

(561

)

2

 

(1,683

)

Ending TDR balance:

 

266

 

$

63,793

 

259

 

$

86,517

 

 

 

 

 

 

 

 

 

 

 

Accruing TDRs

 

 

 

$

39,844

 

 

 

$

42,043

 

Non-accrual TDRs

 

 

 

23,949

 

 

 

44,474

 

 

The following table provides a roll forward of troubled debt restructurings for the periods indicated (in thousands):

 

 

 

For the six months ended June 30,

 

 

 

2014

 

2013

 

 

 

Number of
contracts

 

 

 

Number of
contracts

 

 

 

Beginning TDR balance:

 

276

 

$

79,166

 

225

 

$

89,444

 

New TDRs

 

17

 

2,811

 

65

 

9,333

 

Net paydowns

 

 

 

(7,020

)

 

 

(7,906

)

Charge-offs:

 

 

 

 

 

 

 

 

 

Residential mortgage loans

 

 

 

2

 

(172

)

Home equity loans

 

1

 

(130

)

4

 

(99

)

Commercial real estate loans

 

2

 

(31

)

4

 

(1,063

)

Commercial loans

 

8

 

(8,251

)

2

 

(17

)

Paid-off loans:

 

 

 

 

 

 

 

 

 

Residential mortgage loans

 

 

 

1

 

(109

)

Home equity loans

 

1

 

(39

)

2

 

(7

)

Commercial real estate loans

 

6

 

(838

)

5

 

(851

)

Commercial loans

 

9

 

(1,875

)

10

 

(2,036

)

Ending TDR balance:

 

266

 

$

63,793

 

260

 

$

86,517

 

 

 

 

 

 

 

 

 

 

 

Accruing TDRs

 

 

 

$

39,844

 

 

 

$

42,043

 

Non-accrual TDRs

 

 

 

23,949

 

 

 

44,474

 

 

25



Table of Contents

 

The following table provides information related to troubled debt restructurings (including re-modified TDRs) by portfolio segment and by class of financing receivable during the periods indicated (dollars in thousands):

 

 

 

For the quarter ended
June 30, 2014

 

For the six months ended
June 30, 2014

 

 

 

Number
of
contracts

 

Recorded
investment
at the time of
modification

 

Current
recorded
investment

 

Current
allowance

 

Number
of
contracts

 

Recorded
investment
at the time of
modification

 

Current
recorded
investment

 

Current
allowance

 

Troubled debt restructurings:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Personal Banking:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Residential mortgage loans

 

3

 

$

632

 

575

 

65

 

9

 

$

1,922

 

1,860

 

184

 

Home equity loans

 

2

 

376

 

346

 

2

 

2

 

376

 

346

 

2

 

Other consumer loans

 

 

 

 

 

 

 

 

 

Total Personal Banking

 

5

 

1,008

 

921

 

67

 

11

 

2,298

 

2,206

 

186

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Business Banking:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Commercial real estate loans

 

 

 

 

 

3

 

89

 

82

 

32

 

Commercial loans

 

1

 

335

 

331

 

24

 

3

 

424

 

446

 

35

 

Total Business Banking

 

1

 

335

 

331

 

24

 

6

 

513

 

528

 

67

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Total

 

6

 

$

1,343

 

1,252

 

91

 

17

 

$

2,811

 

2,734

 

253

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Troubled debt restructurings that subsequently defaulted:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Personal Banking:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Residential mortgage loans

 

1

 

$

80

 

68

 

19

 

3

 

$

339

 

295

 

82

 

Home equity loans

 

1

 

53

 

58

 

20

 

1

 

53

 

58

 

20

 

Other consumer loans

 

 

 

 

 

 

 

 

 

Total Personal Banking

 

2

 

133

 

126

 

39

 

4

 

392

 

353

 

102

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Business Banking:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Commercial real estate loans

 

3

 

1,857

 

1,415

 

573

 

5

 

2,362

 

1,899

 

694

 

Commercial loans

 

4

 

9,278

 

783

 

35

 

6

 

9,605

 

1,110

 

127

 

Total Business Banking

 

7

 

11,135

 

2,198

 

608

 

11

 

11,967

 

3,009

 

821

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Total

 

9

 

$

11,268

 

2,324

 

647

 

15

 

$

12,359

 

3,362

 

923

 

 

26



Table of Contents

 

The following table provides information related to troubled debt restructurings (including re-modified TDRs) by portfolio segment and by class of financing receivable during the periods indicated (dollars in thousands):

 

 

 

For the quarter ended
June 30, 2013

 

For the six months ended
June 30, 2013

 

 

 

Number
of
contracts

 

Recorded
investment
at the time of
modification

 

Current
recorded
investment

 

Current
allowance

 

Number
of
contracts

 

Recorded
investment
at the time of
modification

 

Current
recorded
investment

 

Current
allowance

 

Troubled debt restructurings:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Personal Banking:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Residential mortgage loans

 

 

$

 

 

 

2

 

$

179

 

161

 

26

 

Home equity loans

 

1

 

4

 

3

 

 

4

 

291

 

285

 

133

 

Other consumer loans

 

 

 

 

 

 

 

 

 

Total Personal Banking

 

1

 

4

 

3

 

 

6

 

470

 

446

 

159

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Business Banking:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Commercial real estate loans

 

2

 

3,665

 

3,616

 

47

 

35

 

7,082

 

6,004

 

306

 

Commercial loans

 

3

 

53

 

38

 

5

 

24

 

1,781

 

1,658

 

220

 

Total Business Banking

 

5

 

3,718

 

3,654

 

52

 

59

 

8,863

 

7,662

 

526

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Total

 

6

 

$

3,722

 

3,657

 

52

 

65

 

$

9,333

 

8,108

 

685

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Troubled debt restructurings that subsequently defaulted:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Personal Banking:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Residential mortgage loans

 

1

 

$

60

 

60

 

16

 

1

 

$

60

 

60

 

16

 

Home equity loans

 

1

 

53

 

58

 

33

 

2

 

237

 

188

 

140

 

Other consumer loans

 

 

 

 

 

 

 

 

 

Total Personal Banking

 

2

 

113

 

118

 

49

 

3

 

297

 

248

 

156

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Business Banking:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Commercial real estate loans

 

1

 

211

 

208

 

59

 

4

 

1,785

 

1,630

 

127

 

Commercial loans

 

2

 

2,487

 

2,636

 

146

 

6

 

5,413

 

3,713

 

304

 

Total Business Banking

 

3

 

2,698

 

2,844

 

205

 

10

 

7,198

 

5,343

 

431

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Total

 

5

 

$

2,811

 

2,962

 

254

 

13

 

$

7,495

 

5,591

 

587

 

 

27



Table of Contents

 

The following table provides information as of June 30, 2014 for troubled debt restructurings (including re-modified TDRs) by type of modification, by portfolio segment and class of financing receivable for modifications during the quarter ended June 30, 2014 (dollars in thousands):

 

 

 

 

 

Type of modification

 

 

 

 

 

Number of
contracts

 

Rate

 

Payment

 

Maturity
date

 

Other

 

Total

 

Personal Banking:

 

 

 

 

 

 

 

 

 

 

 

 

 

Residental mortgage loans

 

3

 

$

 

 

575

 

 

575

 

Home equity loans

 

2

 

 

 

346

 

 

346

 

Other consumer loans

 

 

 

 

 

 

 

Total Personal Banking

 

5

 

 

 

921

 

 

921

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Business Banking:

 

 

 

 

 

 

 

 

 

 

 

 

 

Commercial real estate loans

 

 

 

 

 

 

 

Commercial loans

 

1

 

 

 

 

331

 

331

 

Total Business Banking

 

1

 

 

 

 

331

 

331

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Total

 

6

 

$

 

 

921

 

331

 

1,252

 

 

The following table provides information as of June 30, 2013 for troubled debt restructurings (including re-modified TDRs) by type of modification, by portfolio segment and class of financing receivable for modifications during the quarter ended June 30, 2013 (dollars in thousands):

 

 

 

 

 

Type of modification

 

 

 

 

 

Number of
contracts

 

Rate

 

Payment

 

Maturity
date

 

Other

 

Total

 

Personal Banking:

 

 

 

 

 

 

 

 

 

 

 

 

 

Residental mortgage loans

 

 

$

 

 

 

 

 

Home equity loans

 

1

 

 

 

3

 

 

3

 

Other consumer loans

 

 

 

 

 

 

 

Total Personal Banking

 

1

 

 

 

3

 

 

3

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Business Banking:

 

 

 

 

 

 

 

 

 

 

 

 

 

Commercial real estate loans

 

2

 

 

 

3,591

 

25

 

3,616

 

Commercial loans

 

3

 

 

 

30

 

8

 

38

 

Total Business Banking

 

5

 

 

 

3,621

 

33

 

3,654

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Total

 

6

 

$

 

 

3,624

 

33

 

3,657

 

 

28



Table of Contents

 

The following table provides information as of June 30, 2014 for troubled debt restructurings (including re-modified TDRs) by type of modification, by portfolio segment and class of financing receivable for modifications during the six months ended June 30, 2014 (dollars in thousands):

 

 

 

 

 

Type of modification

 

 

 

 

 

Number of
contracts

 

Rate

 

Payment

 

Maturity
date

 

Other

 

Total

 

Personal Banking:

 

 

 

 

 

 

 

 

 

 

 

 

 

Residental mortgage loans

 

9

 

$

 

 

1,860

 

 

1,860

 

Home equity loans

 

2

 

 

 

346

 

 

346

 

Other consumer loans

 

 

 

 

 

 

 

Total Personal Banking

 

11

 

 

 

2,206

 

 

2,206

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Business Banking:

 

 

 

 

 

 

 

 

 

 

 

 

 

Commercial real estate loans

 

3

 

 

 

58

 

24

 

82

 

Commercial loans

 

3

 

 

110

 

 

336

 

446

 

Total Business Banking

 

6

 

 

110

 

58

 

360

 

528

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Total

 

17

 

$

 

110

 

2,264

 

360

 

2,734

 

 

The following table provides information as of June 30, 2013 for troubled debt restructurings (including re-modified TDRs) by type of modification, by portfolio segment and class of financing receivable for modifications during the six months ended June 30, 2013 (dollars in thousands):

 

 

 

 

 

Type of modification

 

 

 

 

 

Number of
contracts

 

Rate

 

Payment

 

Maturity
date

 

Other

 

Total

 

Personal Banking:

 

 

 

 

 

 

 

 

 

 

 

 

 

Residental mortgage loans

 

2

 

$

 

 

161

 

 

161

 

Home equity loans

 

4

 

 

 

285

 

 

285

 

Other consumer loans

 

 

 

 

 

 

 

Total Personal Banking

 

6

 

 

 

446

 

 

446

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Business Banking:

 

 

 

 

 

 

 

 

 

 

 

 

 

Commercial real estate loans

 

35

 

774

 

447

 

3,980

 

803

 

6,004

 

Commercial loans

 

24

 

135

 

445

 

859

 

219

 

1,658

 

Total Business Banking

 

59

 

909

 

892

 

4,839

 

1,022

 

7,662

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Total

 

65

 

$

909

 

892

 

5,285

 

1,022

 

8,108

 

 

29



Table of Contents

 

No TDRs were re-modified during the quarter ended June 30, 2014.

 

The following table provides information related to re-modified troubled debt restructurings by portfolio segment and by class of financing receivable for the quarter ended June 30, 2013 (dollars in thousands):

 

 

 

Number of re-

 

Type of re-modification

 

 

 

 

 

modified
TDRs

 

Rate

 

Payment

 

Maturity
date

 

Other

 

Total

 

Personal Banking:

 

 

 

 

 

 

 

 

 

 

 

 

 

Residental mortgage loans

 

 

$

 

 

 

 

 

Home equity loans

 

 

 

 

 

 

 

Other consumer loans

 

 

 

 

 

 

 

Total Personal Banking

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Business Banking:

 

 

 

 

 

 

 

 

 

 

 

 

 

Commercial real estate loans

 

2

 

 

 

3,591

 

25

 

3,616

 

Commercial loans

 

1

 

 

 

 

10

 

10

 

Total Business Banking

 

3

 

 

 

3,591

 

35

 

3,626

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Total

 

3

 

$

 

 

3,591

 

35

 

3,626

 

 

The following table provides information related to re-modified troubled debt restructurings by portfolio segment and by class of financing receivable for the six months ended June 30, 2014 (dollars in thousands):

 

 

 

Number of re-

 

Type of re-modification

 

 

 

 

 

modified
TDRs

 

Rate

 

Payment

 

Maturity
date

 

Other

 

Total

 

Personal Banking:

 

 

 

 

 

 

 

 

 

 

 

 

 

Residental mortgage loans

 

1

 

$

 

 

77

 

 

77

 

Home equity loans

 

 

 

 

 

 

 

Other consumer loans

 

 

 

 

 

 

 

Total Personal Banking

 

1

 

 

 

77

 

 

77

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Business Banking:

 

 

 

 

 

 

 

 

 

 

 

 

 

Commercial real estate loans

 

2

 

 

 

58

 

18

 

76

 

Commercial loans

 

1

 

 

 

 

5

 

5

 

Total Business Banking

 

3

 

 

 

58

 

23

 

81

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Total

 

4

 

$

 

 

135

 

23

 

158

 

 

30



Table of Contents

 

The following table provides information related to re-modified troubled debt restructurings by portfolio segment and by class of financing receivable for the six months ended June 30, 2013 (dollars in thousands):

 

 

 

Number of re-

 

Type of re-modification

 

 

 

 

 

modified
TDRs

 

Rate

 

Payment

 

Maturity
date

 

Other

 

Total

 

Personal Banking:

 

 

 

 

 

 

 

 

 

 

 

 

 

Residental mortgage loans

 

 

$

 

 

 

 

 

Home equity loans

 

 

 

 

 

 

 

Other consumer loans

 

 

 

 

 

 

 

Total Personal Banking

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Business Banking:

 

 

 

 

 

 

 

 

 

 

 

 

 

Commercial real estate loans

 

2

 

 

 

3,591

 

25

 

3,616

 

Commercial loans

 

1

 

 

 

 

10

 

10

 

Total Business Banking

 

3

 

 

 

3,591

 

35

 

3,626

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Total

 

3

 

$

 

 

3,591

 

35

 

3,626

 

 

The following table provides information related to loan payment delinquencies at June 30, 2014 (in thousands):

 

 

 

30-59 Days
delinquent

 

60-89 Days
delinquent

 

90 Days or
greater
delinquent

 

Total
delinquency

 

Current

 

Recorded
investment
in loans
receivable

 

Personal Banking:

 

 

 

 

 

 

 

 

 

 

 

 

 

Residential mortgage loans

 

$

3,842

 

6,024

 

21,994

 

31,860

 

2,453,880

 

2,485,740

 

Home equity loans

 

4,193

 

1,210

 

7,810

 

13,213

 

1,053,730

 

1,066,943

 

Other consumer loans

 

4,355

 

1,454

 

1,966

 

7,775

 

224,199

 

231,974

 

Total Personal Banking

 

12,390

 

8,688

 

31,770

 

52,848

 

3,731,809

 

3,784,657

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Business Banking:

 

 

 

 

 

 

 

 

 

 

 

 

 

Commercial real estate loans

 

8,247

 

2,267

 

15,290

 

25,804

 

1,669,078

 

1,694,882

 

Commercial loans

 

1,146

 

709

 

4,214

 

6,069

 

400,126

 

406,195

 

Total Business Banking

 

9,393

 

2,976

 

19,504

 

31,873

 

2,069,204

 

2,101,077

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Total

 

$

21,783

 

11,664

 

51,274

 

84,721

 

5,801,013

 

5,885,734

 

 

31



Table of Contents

 

The following table provides information related to loan payment delinquencies at December 31, 2013 (in thousands):

 

 

 

30-59 Days
delinquent

 

60-89 Days
delinquent

 

90 Days or
greater
delinquent

 

Total
delinquency

 

Current

 

Recorded
investment
in loans
receivable

 

Personal Banking:

 

 

 

 

 

 

 

 

 

 

 

 

 

Residential mortgage loans

 

$

27,486

 

7,568

 

24,625

 

59,679

 

2,423,325

 

2,483,004

 

Home equity loans

 

6,946

 

2,243

 

8,344

 

17,533

 

1,066,406

 

1,083,939

 

Other consumer loans

 

4,515

 

1,866

 

2,057

 

8,438

 

219,910

 

228,348

 

Total Personal Banking

 

38,947

 

11,677

 

35,026

 

85,650

 

3,709,641

 

3,795,291

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Business Banking:

 

 

 

 

 

 

 

 

 

 

 

 

 

Commercial real estate loans

 

8,449

 

3,968

 

18,433

 

30,850

 

1,577,549

 

1,608,399

 

Commercial loans

 

9,243

 

1,555

 

4,298

 

15,096

 

387,505

 

402,601

 

Total Business Banking

 

17,692

 

5,523

 

22,731

 

45,946

 

1,965,054

 

2,011,000

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Total

 

$

56,639

 

17,200

 

57,757

 

131,596

 

5,674,695

 

5,806,291

 

 

Credit quality indicators:  We categorize loans into risk categories based on relevant information about the ability of borrowers to service their debt such as: current financial information, historical payment experience, credit documentation, public information, and current economic trends, among other factors. We analyze loans individually by classifying the loans by credit risk.  Credit relationships greater than or equal to $1.0 million classified as special mention or substandard are reviewed quarterly for deterioration or improvement to determine if the loan is appropriately classified.  We use the following definitions for risk ratings other than pass:

 

Special mention — Loans designated as special mention have specific, well-defined risk issues, which create a high level of uncertainty regarding the long-term viability of the business. Loans in this class are considered to have high-risk characteristics.  A special mention loan exhibits material negative financial trends due to company-specific or systemic conditions.  If these potential weaknesses are not mitigated, they threaten the borrower’s capacity to meet its debt obligations.  Special mention loans still demonstrate sufficient financial flexibility to react to and positively address the root cause of the adverse financial trends without significant deviations from their current business strategy. Their potential weaknesses deserve our close attention and warrant enhanced monitoring.

 

Substandard — Loans classified as substandard are inadequately protected by the current net worth and payment capacity of the obligor or of the collateral pledged, if any.  Loans so classified have a well-defined weakness or weaknesses that jeopardize the liquidation of the debt.  They are characterized by the distinct possibility that we will sustain some loss if the deficiencies are not corrected.

 

Doubtful — Loans classified as doubtful have all the weaknesses inherent in those classified as substandard.   In addition, those weaknesses make collection or liquidation in full highly questionable and improbable.   A loan classified as doubtful exhibits discernible loss potential, but a complete loss seems very unlikely.  The possibility of a loss on a doubtful loan is high, but because of certain important and reasonably specific pending factors that may strengthen the loan, its classification as an estimated loss is deferred until a more exact status can be determined.

 

32



Table of Contents

 

LossLoans classified as loss are considered uncollectible and of such value that the continuance as a loan is not warranted.  A loss classification does not mean that the loan has no recovery or salvage value; instead, it means that it is not practical or desirable to defer writing off all or a portion of a basically worthless loan even though partial recovery may be possible in the future.

 

The following table sets forth information about credit quality indicators, which were updated during the quarter ended June 30, 2014 (in thousands):

 

 

 

Pass

 

Special
mention

 

Substandard

 

Doubtful

 

Loss

 

Recorded
investment
in loans
receivable

 

Personal Banking:

 

 

 

 

 

 

 

 

 

 

 

 

 

Residential mortgage loans

 

$

2,468,039

 

 

16,313

 

 

1,388

 

2,485,740

 

Home equity loans

 

1,059,133

 

 

7,810

 

 

 

1,066,943

 

Other consumer loans

 

230,707

 

 

1,267

 

 

 

231,974

 

Total Personal Banking

 

3,757,879

 

 

25,390

 

 

1,388

 

3,784,657

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Business Banking:

 

 

 

 

 

 

 

 

 

 

 

 

 

Commercial real estate loans

 

1,489,428

 

56,711

 

145,622

 

3,121

 

 

1,694,882

 

Commercial loans

 

354,424

 

16,588

 

31,432

 

3,751

 

 

406,195

 

Total Business Banking

 

1,843,852

 

73,299

 

177,054

 

6,872

 

 

2,101,077

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Total

 

$

5,601,731

 

73,299

 

202,444

 

6,872

 

1,388

 

5,885,734

 

 

The following table sets forth information about credit quality indicators, which were updated during the year ended December 31, 2013 (in thousands):

 

 

 

Pass

 

Special
mention

 

Substandard

 

Doubtful

 

Loss

 

Recorded
investment
in loans
receivable

 

Personal Banking:

 

 

 

 

 

 

 

 

 

 

 

 

 

Residential mortgage loans

 

$

2,464,057

 

 

17,626

 

 

1,321

 

2,483,004

 

Home equity loans

 

1,075,595

 

 

8,344

 

 

 

1,083,939

 

Other consumer loans

 

226,922

 

 

1,426

 

 

 

228,348

 

Total Personal Banking

 

3,766,574

 

 

27,396

 

 

1,321

 

3,795,291

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Business Banking:

 

 

 

 

 

 

 

 

 

 

 

 

 

Commercial real estate loans

 

1,398,652

 

46,557

 

161,906

 

1,284

 

 

1,608,399

 

Commercial loans

 

345,612

 

12,045

 

43,040

 

1,904

 

 

402,601

 

Total Business Banking

 

1,744,264

 

58,602

 

204,946

 

3,188

 

 

2,011,000

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Total

 

$

5,510,838

 

58,602

 

232,342

 

3,188

 

1,321

 

5,806,291

 

 

33



Table of Contents

 

(5)                                 Goodwill and Other Intangible Assets

 

The following table provides information for intangible assets subject to amortization at the dates indicated (in thousands):

 

 

 

June 30,

 

December 31,

 

 

 

2014

 

2013

 

Amortizable intangible assets:

 

 

 

 

 

Core deposit intangibles – gross

 

$

30,578

 

30,578

 

Acquisitions

 

 

 

Less: accumulated amortization

 

(30,535

)

(30,491

)

Core deposit intangibles – net

 

43

 

87

 

Customer and Contract intangible assets – gross

 

6,197

 

6,197

 

Acquisitions

 

2,037

 

 

Less: accumulated amortization

 

(4,583

)

(3,965

)

Customer and Contract intangible assets – net

 

$

3,651

 

2,232

 

 

The following table shows the actual aggregate amortization expense for the quarters ended March 31, 2014 and 2013, as well as the estimated aggregate amortization expense, based upon current levels of intangible assets, for the current fiscal year and each of the five succeeding fiscal years (in thousands):

 

For the quarter ended June 30, 2014

 

$

331

 

For the quarter ended June 30, 2013

 

349

 

For the six months ended June 30, 2014

 

662

 

For the six months ended June 30, 2013

 

697

 

For the year ending December 31, 2014

 

1,323

 

For the year ending December 31, 2015

 

1,008

 

For the year ending December 31, 2016

 

779

 

For the year ending December 31, 2017

 

550

 

For the year ending December 31, 2018

 

391

 

For the year ending December 31, 2019

 

232

 

 

The following table provides information for the changes in the carrying amount of goodwill (in thousands):

 

 

 

Community

 

Consumer

 

 

 

 

 

Banks

 

Finance

 

Total

 

Balance at December 31, 2012

 

$

172,848

 

1,613

 

174,461

 

Goodwill acquired

 

2

 

 

2

 

Impairment losses

 

 

 

 

Balance at December 31, 2013

 

172,850

 

1,613

 

174,463

 

Goodwill acquired

 

1,525

 

 

1,525

 

Impairment losses

 

 

 

 

Balance at June 30, 2014

 

$

174,375

 

1,613

 

175,988

 

 

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We are in the process of performing our annual goodwill impairment test as of June 30, 2014 and do not anticipate that goodwill will be impaired.  See the Overview of Critical Accounting Policies Involving Estimates section for a description of our testing procedures.

 

(6)           Guarantees

 

We issue standby letters of credit in the normal course of business.  Standby letters of credit are conditional commitments issued by the Company to guarantee the performance of a customer to a third party.  Standby letters of credit generally are contingent upon the failure of the customer to perform according to the terms of the underlying contract with the third party.  We are required to perform under a standby letter of credit when drawn upon by the guaranteed third party in the case of nonperformance by our customer.  The credit risk associated with standby letters of credit is essentially the same as that involved in extending loans to customers and is subject to normal loan underwriting procedures.  Collateral may be obtained based on management’s credit assessment of the customer.  At June 30, 2014, the maximum potential amount of future payments we could be required to make under these standby letters of credit was $23.6 million, of which $22.5 million is fully collateralized.  At June 30, 2014, we had a liability, which represents deferred income, of $962,000 related to the standby letters of credit.  There are no recourse provisions that would enable us to recover any amounts from third parties.

 

(7)           Earnings Per Share

 

Basic earnings per common share (EPS) is computed by dividing net income available to common shareholders by the weighted-average number of common shares outstanding for the period, without considering any dilutive items. Diluted EPS reflects the potential dilution that could occur if securities or other contracts to issue common stock were exercised or converted into common stock or resulted in the issuance of common stock that then shared in the earnings of the Company.  All stock options outstanding during the quarter and six months ended June 30, 2014 were included in the computation of diluted earnings per share because the stock options’ exercise price was less than the average market price of the common shares of $13.72 and $14.09, respectively.  All stock options outstanding during the quarter and six months ended June 30, 2013 were included in the computation of diluted earnings per share because the stock options’ exercise price was less than the average market price of the common shares of $12.45 and $12.51, respectively.

 

The computation of basic and diluted earnings per share follows (in thousands, except share data and per share amounts):

 

 

 

Quarter ended

 

Six months ended

 

 

 

June 30,

 

June 30,

 

 

 

2014

 

2013

 

2014

 

2013

 

Reported net income

 

$

12,715

 

13,478

 

27,355

 

28,776

 

 

 

 

 

 

 

 

 

 

 

Weighted average common shares outstanding

 

91,491,654

 

90,423,717

 

91,324,169

 

90,413,780

 

Dilutive potential shares due to effect of stock options

 

1,039,488

 

493,419

 

1,118,462

 

484,258

 

Total weighted average common shares and dilutive potential shares

 

92,531,142

 

90,917,136

 

92,442,631

 

90,898,038

 

 

 

 

 

 

 

 

 

 

 

Basic earnings per share:

 

$

0.14

 

0.15

 

0.30

 

0.32

 

 

 

 

 

 

 

 

 

 

 

Diluted earnings per share:

 

$

0.14

 

0.15

 

0.30

 

0.32

 

 

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(8)           Pension and Other Post-retirement Benefits

 

During 2013, the defined benefit pension plan was amended to lock-in all benefits earned through March 31, 2013 based on the plan formula using years of service and average monthly compensation as of March 31, 2013 and provide that, for service commencing January 1, 2013, additional benefits will be earned equal to 1% of career average pay for each year that a participant completes at least 1,000 hours of service.  Also, effective April 1, 2013, participants who are eligible to receive required minimum distributions due to attaining age 70 ½ will be required to begin payment of benefits even though they may remain employed by us.

 

The following table sets forth the net periodic costs for the defined benefit pension plans and post retirement healthcare plans for the periods indicated (in thousands):

 

Components of net periodic benefit cost

 

 

 

 

 

 

 

 

 

 

 

 

Quarter ended June 30,

 

 

 

Pension benefits

 

Other post-retirement benefits

 

 

 

2014

 

2013

 

2014

 

2013

 

Service cost

 

$

1,035

 

1,138

 

 

 

Interest cost

 

1,457

 

1,301

 

17

 

16

 

Expected return on plan assets

 

(2,416

)

(2,138

)

 

 

Amortization of prior service cost

 

(581

)

(580

)

 

 

Amortization of the net loss

 

357

 

919

 

12

 

13

 

Net periodic (benefit)/ cost

 

$

(148

)

640

 

29

 

29

 

 

Components of net periodic benefit cost

 

 

 

 

 

 

 

 

 

 

 

 

Six months ended June 30,

 

 

 

Pension benefits

 

Other post-retirement benefits

 

 

 

2014

 

2013

 

2014

 

2013

 

Service cost

 

$

2,070

 

2,276

 

 

 

Interest cost

 

2,914

 

2,602

 

33

 

33

 

Expected return on plan assets

 

(4,832

)

(4,276

)

 

 

Amortization of prior service cost

 

(1,162

)

(1,160

)

 

 

Amortization of the net loss

 

713

 

1,838

 

24

 

25

 

Net periodic benefit cost

 

$

(297

)

1,280

 

57

 

58

 

 

We made no contribution to our pension or other post-retirement benefit plans during the six months ended June 30, 2014 and do not anticipate the need to make a contribution to our defined benefit pension plan during the year ending December 31, 2014.

 

(9)         Disclosures About Fair Value of Financial Instruments

 

Fair value information about financial instruments, whether or not recognized in the consolidated statement of financial condition, is required to be disclosed. These requirements exclude certain financial instruments and all nonfinancial instruments. Accordingly, the aggregate fair value amounts presented do not represent the underlying value of the Company.

 

Financial assets and liabilities recognized or disclosed at fair value on a recurring basis and certain financial assets and liabilities on a non-recurring basis are accounted for using a three-level hierarchy of valuation techniques based on whether the inputs to those valuation techniques are observable or unobservable.  This hierarchy gives the highest priority to quoted prices with readily available independent data in active markets for identical assets or liabilities (Level 1) and the lowest priority to unobservable

 

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market inputs (Level 3).  When various inputs for measurement fall within different levels of the fair value hierarchy, the lowest level input that has a significant impact on fair value measurement is used.

 

Financial assets and liabilities are categorized based upon the following characteristics or inputs to the valuation techniques:

 

·                  Level 1 — Financial assets and liabilities for which inputs are observable and are obtained from reliable quoted prices for identical assets or liabilities in actively traded markets.  This is the most reliable fair value measurement and includes, for example, active exchange-traded equity securities.

·                  Level 2 — Financial assets and liabilities for which values are based on quoted prices in markets that are not active or for which values are based on similar assets or liabilities that are actively traded.  Level 2 also includes pricing models in which the inputs are corroborated by market data, for example, matrix pricing.

·                  Level 3 — Financial assets and liabilities for which values are based on prices or valuation techniques that require inputs that are both unobservable and significant to the overall fair value measurement.  Level 3 inputs include the following:

·                  Quotes from brokers or other external sources that are not considered binding;

·                  Quotes from brokers or other external sources where it cannot be determined that market participants would in fact transact for the asset or liability at the quoted price;

·                  Quotes and other information from brokers or other external sources where the inputs are not deemed observable.

 

We are responsible for the valuation process and as part of this process may use data from outside sources in establishing fair value.  We perform due diligence to understand the inputs used or how the data was calculated or derived.  We also corroborate the reasonableness of external inputs in the valuation process.

 

The carrying amounts reported in the consolidated statement of financial condition approximate fair value for the following financial instruments: cash on hand, interest-earning deposits in other institutions, federal funds sold and other short-term investments, accrued interest receivable, accrued interest payable, and marketable securities available-for-sale.

 

Marketable Securities

 

Where available, market values are based on quoted market prices, dealer quotes, and prices obtained from independent pricing services.

 

Debt securities — available for sale - Generally, debt securities are valued using pricing for similar securities, recently executed transactions and other pricing models utilizing observable inputs.  The valuation for most debt securities is classified as Level 2.  Securities within Level 2 include corporate bonds, municipal bonds, mortgage-backed securities and US government obligations.  Certain corporate debt securities do not have an active market and as such the broker pricing received uses alternative methods. The fair value of these corporate debt securities is determined by using a discounted cash flow model using market assumptions, which generally include cash flow, collateral and other market assumptions.  As such, these securities are included herein as Level 3 assets.

 

Equity securities — available for sale - Level 1 securities include publicly traded securities valued using quoted market prices.  We consider the financial condition of the issuer to determine if the securities have indicators of impairment.

 

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Debt securities — held to maturity - The fair value of debt securities held to maturity is determined in the same manner as debt securities available for sale.

 

Loans Receivable

 

Loans with comparable characteristics including collateral and re-pricing structures are segregated for valuation purposes. Characteristics include remaining term, coupon interest, and estimated prepayment speeds. Delinquent loans are separately evaluated given the impact delinquency has on the projected future cash flow of the loan and the approximate discount or market rate.  Each loan pool is separately valued utilizing a discounted cash flow analysis. Projected monthly cash flows are discounted to present value using a market rate for comparable loans, which is not considered an exit price.

 

FHLB Stock

 

Due to the restrictions placed on the transferability of FHLB stock it is not practical to determine the fair value.

 

Deposit Liabilities

 

The estimated fair value of deposits with no stated maturity, which includes demand deposits, money market, and other savings accounts, is the amount payable on demand. Although market premiums paid for depository institutions reflect an additional value for these low-cost deposits, adjusting fair value for any value expected to be derived from retaining those deposits for a future period of time or from the benefit that results from the ability to fund interest-earning assets with these deposit liabilities is prohibited. The fair value estimates of deposit liabilities do not include the benefit that results from the low-cost funding provided by these deposits compared to the cost of borrowing funds in the market. Fair values for time deposits are estimated using a discounted cash flow calculation that applies contractual cost currently being offered in the existing portfolio to current market rates being offered locally for deposits of similar remaining maturities. The valuation adjustment for the portfolio consists of the present value of the difference of these two cash flows, discounted at the assumed market rate of the corresponding maturity.

 

Borrowed Funds

 

Fixed rate advances are valued by comparing their contractual cost to the prevailing market cost.  The carrying amount of collateralized borrowings approximates the fair value.

 

Junior Subordinated Debentures

 

The fair value of junior subordinated debentures is calculated using the discounted cash flows at the prevailing rate of interest.

 

Cash flow hedges — Interest rate swap agreements (“swaps”)

 

The fair value of the swaps is the amount we would expect to pay to terminate the agreements and is based upon the present value of the expected future cash flows using the LIBOR swap curve, the basis for the underlying interest rate.

 

Off-Balance Sheet Financial Instruments

 

These financial instruments generally are not sold or traded, and estimated fair values are not readily available. However, the fair value of commitments to extend credit and standby letters of credit is estimated using the fees currently charged to enter into similar agreements. Commitments to extend credit are generally short-term in nature and, if drawn upon, are issued under current market terms. At June 30, 2014 and December 31, 2013, there was no significant unrealized appreciation or depreciation on these financial instruments.

 

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The following table sets forth the carrying amount and estimated fair value of our financial instruments included in the consolidated statement of financial condition at June 30, 2014:

 

 

 

Carrying

 

Estimated

 

 

 

 

 

 

 

 

 

amount

 

fair value

 

Level 1

 

Level 2

 

Level 3

 

Financial assets:

 

 

 

 

 

 

 

 

 

 

 

Cash and cash equivalents

 

$

385,968

 

385,968

 

385,968

 

 

 

Securities available-for-sale

 

977,786

 

977,786

 

4,574

 

960,669

 

12,543

 

Securities held-to-maturity

 

114,154

 

117,670

 

 

117,670

 

 

Loans receivable, net

 

5,814,292

 

6,061,623

 

 

 

6,061,623

 

Accrued interest receivable

 

21,756

 

21,756

 

21,756

 

 

 

FHLB Stock

 

43,986

 

43,986

 

 

 

 

Total financial assets

 

$

7,357,942

 

7,608,789

 

412,298

 

1,078,339

 

6,074,166

 

 

 

 

 

 

 

 

 

 

 

 

 

Financial liabilities:

 

 

 

 

 

 

 

 

 

 

 

Savings and checking deposits

 

$

4,193,682

 

4,193,682

 

4,193,682

 

 

 

Time deposits

 

1,580,240

 

1,605,982

 

 

 

1,605,982

 

Borrowed funds

 

869,335

 

900,905

 

143,915

 

 

756,990

 

Junior subordinated debentures

 

103,094

 

110,653

 

 

 

110,653

 

Cash flow hedges - swaps

 

7,500

 

7,500

 

 

7,500

 

 

Accrued interest payable

 

816

 

816

 

816

 

 

 

Total financial liabilities

 

$

6,754,667

 

6,819,538

 

4,338,413

 

7,500

 

2,473,625

 

 

The following table sets forth the carrying amount and estimated fair value of our financial instruments included in the consolidated statement of financial condition at December 31, 2013:

 

 

 

Carrying

 

Estimated

 

 

 

 

 

 

 

 

 

amount

 

fair value

 

Level 1

 

Level 2

 

Level 3

 

Financial assets:

 

 

 

 

 

 

 

 

 

 

 

Cash and cash equivalents

 

$

391,905

 

391,905

 

391,905

 

 

 

Securities available-for-sale

 

1,016,767

 

1,016,767

 

9,850

 

994,666

 

12,251

 

Securities held-to-maturity

 

121,366

 

124,061

 

 

124,061

 

 

Loans receivable, net

 

5,734,943

 

6,026,711

 

221

 

 

6,026,490

 

Accrued interest receivable

 

21,821

 

21,821

 

21,821

 

 

 

FHLB Stock

 

43,715

 

43,715

 

 

 

 

Total financial assets

 

$

7,330,517

 

7,624,980

 

423,797

 

1,118,727

 

6,038,741

 

 

 

 

 

 

 

 

 

 

 

 

 

Financial liabilities:

 

 

 

 

 

 

 

 

 

 

 

Savings and checking accounts

 

$

4,001,482

 

4,001,482

 

4,001,482

 

 

 

Time deposits

 

1,667,397

 

1,699,937

 

 

 

1,699,937

 

Borrowed funds

 

881,645

 

896,408

 

156,198

 

 

740,210

 

Junior subordinated debentures

 

103,094

 

111,220

 

 

 

111,220

 

Cash flow hedges - swaps

 

8,037

 

8,037

 

 

8,037

 

 

Accrued interest payable

 

888

 

888

 

888

 

 

 

Total financial liabilities

 

$

6,662,543

 

6,717,972

 

4,158,568

 

8,037

 

2,551,367

 

 

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Fair value estimates are made at a point-in-time, based on relevant market data and information about the instrument. The methods and assumptions detailed above were used in estimating the fair value of financial instruments at both June 30, 2014 and December 31, 2013.  There were no transfers of financial instruments between Level 1 and Level 2 during the six months ended June 30, 2014.

 

The following table represents assets and liabilities measured at fair value on a recurring basis at June 30, 2014 (in thousands):

 

 

 

 

 

 

 

 

 

Total

 

 

 

 

 

 

 

 

 

assets at

 

 

 

Level 1

 

Level 2

 

Level 3

 

fair value

 

 

 

 

 

 

 

 

 

 

 

Equity securities

 

$

4,574

 

 

 

4,574

 

 

 

 

 

 

 

 

 

 

 

Debt securities:

 

 

 

 

 

 

 

 

 

U.S. government and agencies

 

 

29

 

 

29

 

Government sponsored enterprises

 

 

326,758

 

 

326,758

 

States and political subdivisions

 

 

83,469

 

 

83,469

 

Corporate

 

 

9,651

 

12,543

 

22,194

 

Total debt securities

 

 

419,907

 

12,543

 

432,450

 

 

 

 

 

 

 

 

 

 

 

Residential mortgage-backed securities:

 

 

 

 

 

 

 

 

 

GNMA

 

 

30,252

 

 

30,252

 

FNMA

 

 

81,851

 

 

81,851

 

FHLMC

 

 

47,058

 

 

47,058

 

Non-agency

 

 

654

 

 

654

 

Collateralized mortgage obligations:

 

 

 

 

 

 

 

 

 

GNMA

 

 

10,023

 

 

10,023

 

FNMA

 

 

154,204

 

 

154,204

 

FHLMC

 

 

201,484

 

 

201,484

 

SBA

 

 

11,427

 

 

11,427

 

Non-agency

 

 

3,809

 

 

3,809

 

Total mortgage-backed securities

 

 

540,762

 

 

540,762

 

 

 

 

 

 

 

 

 

 

 

Interest rate swaps

 

 

(7,500

)

 

(7,500

)

 

 

 

 

 

 

 

 

 

 

Total assets and liabilities

 

$

4,574

 

953,169

 

12,543

 

970,286

 

 

40



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The following table represents assets and liabilities measured at fair value on a recurring basis at December 31, 2013 (in thousands):

 

 

 

 

 

 

 

 

 

Total

 

 

 

 

 

 

 

 

 

assets at

 

 

 

Level 1

 

Level 2

 

Level 3

 

fair value

 

 

 

 

 

 

 

 

 

 

 

Equity securities

 

$

9,850

 

 

 

9,850

 

 

 

 

 

 

 

 

 

 

 

Debt securities:

 

 

 

 

 

 

 

 

 

U.S. government and agencies

 

 

32

 

 

32

 

Government sponsored enterprises

 

 

316,057

 

 

316,057

 

States and political subdivisions

 

 

92,578

 

 

92,578

 

Corporate

 

 

8,925

 

12,251

 

21,176

 

Total debt securities

 

 

417,592

 

12,251

 

429,843

 

 

 

 

 

 

 

 

 

 

 

Residential mortgage-backed securities:

 

 

 

 

 

 

 

 

 

GNMA

 

 

32,263

 

 

32,263

 

FNMA

 

 

85,665

 

 

85,665

 

FHLMC

 

 

51,076

 

 

51,076

 

Non-agency

 

 

667

 

 

667

 

Collateralized mortgage obligations:

 

 

 

 

 

 

 

 

 

GNMA

 

 

11,494

 

 

11,494

 

FNMA

 

 

168,661

 

 

168,661

 

FHLMC

 

 

 

210,029

 

 

 

210,029

 

SBA

 

 

12,569

 

 

12,569

 

Non-agency

 

 

4,650

 

 

4,650

 

Total mortgage-backed securities

 

 

577,074

 

 

577,074

 

 

 

 

 

 

 

 

 

 

 

Interest rate swaps

 

 

(8,037

)

 

(8,037

)

 

 

 

 

 

 

 

 

 

 

Total assets and liabilities

 

$

9,850

 

986,629

 

12,251

 

1,008,730

 

 

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The table below presents a reconciliation of all assets and liabilities measured at fair value on a recurring basis using significant unobservable inputs (Level 3) for the periods indicated (in thousands):

 

 

 

Quarter ended

 

Six months ended

 

 

 

June 30,
2014

 

June 30,
2013

 

June 30,
2014

 

June 30,
2013

 

 

 

 

 

 

 

 

 

 

 

Beginning balance

 

$

12,391

 

11,070

 

12,251

 

11,119

 

 

 

 

 

 

 

 

 

 

 

Total net realized investment gains/ (losses) and net change in unrealized appreciation/(depreciation):

 

 

 

 

 

 

 

 

 

Included in net income as OTTI

 

 

 

 

 

Included in other comprehensive income

 

152

 

275

 

292

 

226

 

 

 

 

 

 

 

 

 

 

 

Purchases

 

 

 

 

 

Sales

 

 

 

 

 

Transfers in to Level 3

 

 

 

 

 

Transfers out of Level 3

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Ending balance

 

$

12,543

 

11,345

 

12,543

 

11,345

 

 

Certain assets and liabilities are measured at fair value on a nonrecurring basis after initial recognition such as loans measured for impairment and real estate owned.  The following table represents the fair value measurement for nonrecurring assets at June 30, 2014 (in thousands):

 

 

 

 

 

 

 

 

 

Total

 

 

 

 

 

 

 

 

 

assets at

 

 

 

Level 1

 

Level 2

 

Level 3

 

fair value

 

 

 

 

 

 

 

 

 

 

 

Loans measured for impairment

 

$

 

 

55,838

 

55,838

 

 

 

 

 

 

 

 

 

 

 

Real estate owned

 

 

 

14,915

 

14,915

 

 

 

 

 

 

 

 

 

 

 

Total assets

 

$

 

 

70,753

 

70,753

 

 

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Table of Contents

 

Certain assets and liabilities are measured at fair value on a nonrecurring basis after initial recognition such as loans measured for impairment and real estate owned.  The following table represents the fair value measurement for nonrecurring assets at December 31, 2013 (in thousands):

 

 

 

 

 

 

 

 

 

Total

 

 

 

 

 

 

 

 

 

assets at

 

 

 

Level 1

 

Level 2

 

Level 3

 

fair value

 

 

 

 

 

 

 

 

 

 

 

Loans measured for impairment

 

$

 

 

62,730

 

62,730

 

 

 

 

 

 

 

 

 

 

 

Real estate owned

 

 

 

18,203

 

18,203

 

 

 

 

 

 

 

 

 

 

 

Total assets

 

$

 

 

80,933

 

80,933

 

 

Impaired loans — A loan is considered to be impaired as described in the Overview of Critical Accounting Policies Involving Estimates, Allowance for Loan Losses section.  We classify loans individually evaluated for impairment that require a specific or TDR reserve as nonrecurring Level 3.

 

Real Estate Owned — Real estate owned is comprised of property acquired through foreclosure or voluntarily conveyed by delinquent borrowers.  These assets are recorded on the date acquired at the lower of the related loan balance or fair value, less estimated disposition costs, with the fair value being determined by appraisal.  Subsequently, foreclosed assets are valued at the lower of the amount recorded at acquisition date or fair value, less estimated disposition costs.  We classify all real estate owned as nonrecurring Level 3.

 

The table presents additional quantitative information about assets measured at fair value on a recurring and nonrecurring basis and for which we have utilized Level 3 inputs to determine fair value at June 30, 2014 (dollar amounts in thousands):

 

 

 

Fair value

 

Valuation
techniques

 

Significant
unobservable inputs

 

Range (weighted
average)

 

 

 

 

 

 

 

 

 

 

 

Debt securities

 

$

12,543

 

Discounted cash flow

 

Discount margin

 

0.35% to 2.1% (0.69)%

 

 

 

 

 

 

 

Default rates

 

1.00%

 

 

 

 

 

 

 

Prepayment speeds

 

1.00% annually

 

 

 

 

 

 

 

 

 

 

 

Loans measured for impairment

 

55,838

 

Appraisal value (1)

 

Estimated cost to sell

 

10%

 

 

 

 

 

 

 

 

 

 

 

Real estate owned

 

14,915

 

Appraisal value (1)

 

Estimated cost to sell

 

10%

 

 


(1) Fair value is generally determined through independent appraisals of the underlying collateral, which may include level 3 inputs that are not identifiable, or by using the discounted cash flow method if the loan is not collateral dependent.

 

The significant unobservable inputs used in the fair value measurement of our debt securities are discount margins, default rates and prepayment speeds.  Significant increases in any of those rates would result in a significantly lower fair value measurement.

 

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(10)         Guaranteed Preferred Beneficial Interests in the Company’s Junior Subordinated Deferrable Interest Debentures (Trust Preferred Securities) and Interest Rate Swaps

 

We have two statutory business trusts: Northwest Bancorp Capital Trust III, a Delaware statutory business trust and Northwest Bancorp Statutory Trust IV, a Connecticut statutory business trust (“Trusts”).  These trusts exist solely to issue preferred securities to third parties for cash, issue common securities to the Company in exchange for capitalization of the Trusts, invest the proceeds from the sale of the trust securities in an equivalent amount of debentures of the Company, and engage in other activities that are incidental to those previously listed.

 

Northwest Bancorp Capital Trust III (Trust III) issued 50,000 cumulative trust preferred securities in a private transaction to a pooled investment vehicle on December 5, 2006 (liquidation value of $1,000 per preferred security or $50,000,000) with a stated maturity of December 30, 2035.  These securities carry a floating interest rate, which is reset quarterly, equal to three-month LIBOR plus 1.38%.  Northwest Bancorp Statutory Trust IV (Trust IV) issued 50,000 cumulative trust preferred securities in a private transaction to a pooled investment vehicle on December 15, 2006 (liquidation value of $1,000 per preferred security or $50,000,000) with a stated maturity of December 15, 2035.  These securities carry a floating interest rate, which is reset quarterly, equal to three-month LIBOR plus 1.38%.  The Trusts have invested the proceeds of the offerings in junior subordinated deferrable interest debentures issued by the Company.  The structure of these debentures mirrors the structure of the trust-preferred securities.  Trust III holds $51,547,000 of the Company’s junior subordinated debentures and Trust IV holds $51,547,000 of the Company’s junior subordinated debentures.  These subordinated debentures are the sole assets of the Trusts.  Cash distri-butions on the trust securities are made on a quarterly basis to the extent interest on the debentures is received by the Trusts.  We have the right to defer payment of interest on the subordinated debentures at any time, or from time-to-time, for periods not exceeding five years.  If interest payments on the subordinated debentures are deferred, the distributions on the trust preferred securities are also deferred.  Interest on the subordinated debentures and distributions on the trust securities is cumulative.  To date, there have been no interest deferrals.  Our obligation constitutes a full, irrevocable, and unconditional guarantee on a subordinated basis of the obligations of the trust under the preferred securities.

 

We are currently a counterparty to three interest rate swap agreements (swaps), designating the swaps as cash flow hedges.  The swaps are intended to protect against the variability of cash flows associated with Trust III and Trust IV.  The first swap modifies the re-pricing characteristics of Trust III, wherein for a ten year period expiring in September 2018, the Company receives interest of three-month LIBOR from a counterparty and pays a fixed rate of 4.61% to the same counterparty calculated on a notional amount of $25.0 million.  The other two swaps modify the re-pricing characteristics of Trust IV, wherein (i) for a seven year period expiring in September 2015, the Company receives interest of three-month LIBOR from a counterparty and pays a fixed rate of 3.85% to the same counterparty calculated on a notional amount of $25.0 million and (ii) for a ten year period expiring in September 2018, the Company receives interest of three-month LIBOR from a counterparty and pays a fixed rate of 4.09% to the same counterparty calculated on a notional amount of $25.0 million.  The swap agreements were entered into with a counterparty that met our credit standards and the agreements contain collateral provisions protecting the at-risk party.  We believe that the credit risk inherent in the contracts is not significant.  At June 30, 2014, $7.8 million of cash was pledged as collateral to the counterparty.

 

At June 30, 2014, the fair value of the swap agreements was $(7.5) million and was the amount we would have expected to pay if the contracts were terminated.  There was no material hedge ineffectiveness for these swaps.

 

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The following table shows liability derivatives, included in other liabilities, at June 30, 2014 and December 31, 2013 (in thousands):

 

 

 

June 30,

 

December 31,

 

 

 

2014

 

2013

 

Fair value

 

$

7,500

 

8,037

 

Notional amount

 

75,000

 

75,000

 

Collateral posted

 

7,805

 

8,405

 

 

(11)         Legal Proceedings

 

We establish accruals for legal proceedings when information related to the loss contingencies represented by those matters indicates both that a loss is probable and that the amount of loss can be reasonably estimated.  As of June 30, 2014 we have accrued $2.4 million.  This amount is based on our analysis of currently available information and is subject to significant judgment and a variety of assumptions and uncertainties.  Any such accruals are adjusted thereafter as appropriate to reflect changes in circumstances.  Due to the inherent subjectivity of assessments and unpredictability of outcomes of legal proceedings, any amounts accrued may not represent the ultimate loss to us from legal proceedings.

 

Toth v. Northwest Savings Bank

 

On May 7, 2012, Ashley Toth (“Plaintiff”) filed a putative class action complaint in the Court of Common Pleas of Allegheny County, Pennsylvania against Northwest Savings Bank (“Northwest”).  Plaintiff’s complaint alleged state law claims related to Northwest’s order of posting ATM and debit card transactions and the assessment of overdraft fees on deposit customer accounts.  Northwest filed preliminary objections to the putative class action complaint on June 29, 2012.  On September 6, 2012, Plaintiff filed an amended putative class action complaint containing substantially the same allegations as the initial putative class action complaint.  On November 5, 2012, Northwest filed preliminary objections to the amended putative class action complaint.  Plaintiff filed her opposition to Northwest’s preliminary objections on December 6, 2012, and Northwest filed its reply in support of the preliminary objections on January 3, 2013.  On June 25, 2013, the court entered an order, granting in part and overruling in part, Northwest’s preliminary objections.

 

On November 18, 2013, the parties participated in a mediation and reached an agreement in principle, subject to the preparation and execution of a mutually acceptable settlement agreement and release, to fully, finally and completely settle, resolve, discharge and release all claims that have been or could have been asserted in the action on a class-wide basis.  The proposed settlement contemplates that, in return for a full and complete release of claims by Plaintiff and the settlement class members, Northwest will create a settlement fund for distribution to the settlement class members after certain court-approved reductions, including for attorney’s fees and expenses.  The proposed settlement is subject to preliminary and final court approval.

 

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(12)       Changes in Accumulated Other Comprehensive Income

 

The following table shows the changes in accumulated other comprehensive income by component for the periods indicated (in thousands):

 

 

 

For the quarter ended June 30, 2014

 

 

 

Unrealized
gains and
(losses) on
securities
available-
for-sale

 

Change in
fair value of
interest rate
swaps

 

Change in
defined
benefit
pension
plans

 

Total

 

Balance as of March 31, 2014

 

$

459

 

(4,973

)

(3,581

)

(8,095

)

Other comprehensive income before reclassification adjustments

 

3,123

 

98

 

 

3,221

 

Amounts reclassified from accumulated other comprehensive income (1), (2)

 

(204

)

 

(138

)

(342

)

 

 

 

 

 

 

 

 

 

 

Net other comprehensive income

 

2,919

 

98

 

(138

)

2,879

 

 

 

 

 

 

 

 

 

 

 

Balance as of June 30, 2014

 

$

3,378

 

(4,875

)

(3,719

)

(5,216

)

 

 

 

For the quarter ended June 30, 2013

 

 

 

Unrealized
gains and
(losses) on
securities
available-
for-sale

 

Change in
fair value of
interest rate
swaps

 

Change in
defined
benefit
pension
plans

 

Total

 

Balance as of March 31, 2013

 

$

16,457

 

(7,725

)

(18,707

)

(9,975

)

 

 

 

 

 

 

 

 

 

 

Other comprehensive income before reclassification adjustments

 

(11,399

)

1,626

 

 

(9,773

)

Amounts reclassified from accumulated other comprehensive income (3), (4)

 

(68

)

 

229

 

161

 

 

 

 

 

 

 

 

 

 

 

Net other comprehensive income

 

(11,467

)

1,626

 

229

 

(9,612

)

 

 

 

 

 

 

 

 

 

 

Balance as of June 30, 2013

 

$

4,990

 

(6,099

)

(18,478

)

(19,587

)

 


(1)         Consists of realized gains on securities (gain on sales of investments, net) of $334, net of tax (income tax expense) of $(130).

(2)         Consists of amortization of prior service cost (compensation and employee benefits) of $581 and amortization of net loss (compensation and employee benefits) of $(369), net of tax (income tax expense) of $(74).  See note 8.

(3)         Consists of realized gains on securities (gain on sales of investments, net) of $112, net of tax (income tax expense) of $(44).

(4)         Consists of amortization of prior service cost (compensation and employee benefits) of $580 and amortization of net loss (compensation and employee benefits) of $(932), net of tax (income tax expense) of $123.  See note 8.

 

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The following table shows the changes in accumulated other comprehensive income by component for the periods indicated (in thousands):

 

 

 

For the six months ended June 30, 2014

 

 

 

Unrealized
gains and
(losses) on
securities
available-
for-sale

 

Change in
fair value of
interest rate
swaps

 

Change in
defined
benefit
pension
plans

 

Total

 

Balance as of December 31, 2013

 

$

(3,233

)

(5,224

)

(3,443

)

(11,900

)

Other comprehensive income before reclassification adjustments

 

8,719

 

349

 

 

9,068

 

Amounts reclassified from accumulated other comprehensive income (1), (2)

 

(2,108

)

 

(276

)

(2,384

)

 

 

 

 

 

 

 

 

 

 

Net other comprehensive income

 

6,611

 

349

 

(276

)

6,684

 

 

 

 

 

 

 

 

 

 

 

Balance as of June 30, 2014

 

$

3,378

 

(4,875

)

(3,719

)

(5,216

)

 

 

 

For the six months ended June 30, 2013

 

 

 

Unrealized
gains and
(losses) on
securities
available-
for-sale

 

Change in
fair value of
interest rate
swaps

 

Change in
defined
benefit
pension
plans

 

Total

 

Balance as of December 31, 2012

 

$

15,853

 

(8,405

)

(18,936

)

(11,488

)

 

 

 

 

 

 

 

 

 

 

Other comprehensive income before reclassification adjustments

 

(10,729

)

2,306

 

 

(8,423

)

Amounts reclassified from accumulated other comprehensive income (3), (4)

 

(134

)

 

458

 

324

 

 

 

 

 

 

 

 

 

 

 

Net other comprehensive income

 

(10,863

)

2,306

 

458

 

(8,099

)

 

 

 

 

 

 

 

 

 

 

Balance as of June 30, 2013

 

$

4,990

 

(6,099

)

(18,478

)

(19,587

)

 


(1)         Consists of realized gains on securities (gain on sales of investments, net) of $3,456, net of tax (income tax expense) of $(1,348).

(2)         Consists of amortization of prior service cost (compensation and employee benefits) of $1,162 and amortization of net loss (compensation and employee benefits) of $(737), net of tax (income tax expense) of $(149).  See note 8.

(3)         Consists of realized gains on securities (gain on sales of investments, net) of $221, net of tax (income tax expense) of $(87).

(4)         Consists of amortization of prior service cost (compensation and employee benefits) of $1,160 and amortization of net loss (compensation and employee benefits) of $(1,864), net of tax (income tax expense) of $246.  See note 8.

 

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Table of Contents

 

ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

 

Forward-Looking Statements:

 

In addition to historical information, this document may contain certain forward-looking statements, as defined in the Private Securities Litigation Reform Act of 1995.  These forward-looking statements contained herein are subject to certain risks and uncertainties that could cause actual results to differ materially from those expressed or implied in the forward-looking statements.  Readers are cautioned not to place undue reliance on these forward-looking statements, as they reflect management’s analysis only as of the date of this report.  We have no obligation to revise or update these forward-looking statements to reflect events or circumstances that arise after the date of this report.

 

Important factors that might cause such a difference include, but are not limited to:

 

·                                          changes in laws, government regulations or policies affecting financial institutions, including regulatory fees and capital requirements;

·                                          general economic conditions, either nationally or in our market areas, that are worse than expected;

·                                          competition among depository and other financial institutions;

·                                          inflation and changes in the interest rate environment that reduce our margins or reduce the fair value of financial instruments;

·                                          adverse changes in the securities markets;

·                                          our ability to enter new markets successfully, capitalize on growth opportunities and our ability to successfully integrate acquired entities, if any;

·                                          changes in consumer spending, borrowing and savings habits;

·                                          our ability to continue to increase and manage our business and personal loans;

·                                          possible impairments of securities held by us, including those issued by government entities and government sponsored enterprises;

·                                          the impact of the economy on our loan portfolio (including cash flow and collateral values), investment portfolio, customers and capital market activities;

·                                          the impact of the current governmental effort to restructure the U.S. financial and regulatory system;

·                                          changes in the financial performance and/or condition of our borrowers; and

·                                          the effect of changes in accounting policies and practices, as may be adopted by the regulatory agencies, as well as the Securities and Exchange Commission, the Public Company Accounting Oversight Board, the Financial Accounting Standards Board and other accounting standard setters.

 

Overview of Critical Accounting Policies Involving Estimates

 

Refer to Note 1 of the Notes to Consolidated Financial Statements in Item 8 of Part II of our 2013 Annual Report on Form 10-K.

 

Executive Summary and Comparison of Financial Condition

 

Total assets at June 30, 2014 were $7.902 billion, an increase of $20.8 million, or 0.3%, from $7.881 billion at December 31, 2013.  This increase in assets was due to an increase in net loans receivable of $79.3 million, which was partially offset by a decrease in marketable securities of $46.2 million. The net increase in total assets was funded by increases in deposits and advances from borrowers for taxes and insurance of $105.0 million and $11.0 million, respectively, as well as net income of $27.4 million year-to-date.  Partially offsetting these funding increases was a decrease in retained earnings of $98.4 million due primarily to the payment of dividends of $1.36 per share which includes the special $1.00 per share dividend declared and paid in the second quarter this year.

 

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Total loans receivable increased by $79.4 million, or 1.4%, to $5.886 billion at June 30, 2014, from $5.806 billion at December 31, 2013.  Loans funded during the six months ended June 30, 2014, of $940.4 million exceeded loan maturities and principal repayments of $842.8 million and mortgage loan sales of $1.0 million.  Our business banking loan portfolio increased by $90.1 million, or 4.5%, to $2.101 billion at June 30, 2014 from $2.011 billion at December 31, 2013, as we continue to emphasize the origination and retention of commercial and commercial real estate loans. Our personal banking loan portfolio decreased by $10.6 million, or 0.3%, to $3.785 billion at June 30, 2014 from $3.795 billion at December 31, 2013.  This decrease is primarily attributable to a $17.0 million decrease in home equity loans.  As growth in the first half of the year was hampered by the wet Spring conditions.

 

Total deposits increased by $105.0 million, or 1.9%, to $5.774 billion at June 30, 2014 from $5.669 billion at December 31, 2013.  All deposit account types, with the exception of time deposits, increased during the six months ended June 30, 2014.  Noninterest-bearing demand deposits increased by $83.6 million, or 10.6%, to $872.7 million at June 30, 2014 from $789.1 million at December 31, 2013. Interest-bearing demand deposits increased by $48.7 million, or 5.7%, to $901.5 million at June 30, 2014 from $852.8 million at December 31, 2013.  Money market deposit accounts increased by $15.3 million, or 1.3%, to $1.183 billion at June 30, 2014 from $1.168 billion at December 31, 2013.  Savings deposits increased by $44.7 million, or 3.8%, to $1.236 billion at June 30, 2014 from $1.192 billion at December 31, 2013.  Time deposits, however, decreased by $87.2 million, or 5.2%, to $1.580 billion at June 30, 2014 from $1.667 billion at December 31, 2013.  We believe the increase in more liquid types of deposit accounts is due primarily to customers’ reluctance to lock in time deposits at these historically low rates as well as our new marketing campaign which started during March 2014 to attract demand deposit customers.

 

Borrowed funds decreased by $12.3 million, or 1.4%, to $869.3 million at June 30, 2014, from $881.6 million at December 31, 2013. This decrease is the result of a $12.3 million decrease in collateralized borrowings.  None of our FHLB advances matured during the quarter and the next scheduled maturity is in February 2015.

 

Total shareholders’ equity at June 30, 2014 was $1.072 billion, or $11.30 per share, a decrease of $84.3 million, or 7.3%, from $1.157 billion, or $12.27 per share, at December 31, 2013.  This decrease was the result of cash dividend payments during the six months ended June 30, 2014 of $125.8 million. Partially offsetting this decrease was year-to-date net income of $27.4 million, an increase in paid-in-capital of $6.5 million related to employee incentive stock option exercises and a decrease in accumulated other comprehensive loss of $6.7 million due to an improvement in the unrealized gain position of the investment securities portfolio.

 

Financial institutions and their holding companies are subject to various regulatory capital requirements administered by state and federal banking agencies.  Failure to meet minimum capital requirements can initiate certain mandatory, and possibly additional discretionary actions by the regulators that, if undertaken, could have a direct material effect on a company’s financial statements.  Under capital adequacy guidelines and the regulatory framework for prompt corrective action, financial institutions must meet specific capital guidelines that involve quantitative measures of its assets, liabilities and certain off-balance sheet items as calculated under regulatory accounting guidelines. Capital amounts and classifications are also subject to qualitative judgments made by the regulators about components, risk-weighting and other factors.

 

Quantitative measures, established by regulation to ensure capital adequacy, require financial institutions to maintain minimum amounts and ratios (set forth in the table below) of Total and Tier I capital (as defined in the regulations) to risk-weighted assets (as defined), and of Tier I capital to total

 

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Table of Contents

 

assets (as defined).  Capital ratios are presented in the tables below.  Dollar amounts in the accompanying tables are in thousands.

 

 

 

At June 30, 2014

 

 

 

 

 

Minimum capital

 

Well capitalized

 

 

 

Actual

 

requirements (1)

 

requirements (1)

 

 

 

Amount

 

Ratio

 

Amount

 

Ratio

 

Amount

 

Ratio

 

Total capital (to risk weighted assts)

 

 

 

 

 

 

 

 

 

 

 

 

 

Northwest Bancshares, Inc.

 

$

1,052,813

 

20.30

%

 

 

 

 

Northwest Savings Bank

 

907,333

 

17.55

%

413,700

 

8.00

%

517,125

 

10.00

%

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Tier I capital (to risk weighted assets)

 

 

 

 

 

 

 

 

 

 

 

 

 

Northwest Bancshares, Inc.

 

987,164

 

19.03

%

 

 

 

 

Northwest Savings Bank

 

842,439

 

16.29

%

206,850

 

4.00

%

310,275

 

6.00

%

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Tier I capital (leverage) (to average assets)

 

 

 

 

 

 

 

 

 

 

 

 

 

Northwest Bancshares, Inc.

 

987,164

 

12.86

%

 

 

 

 

Northwest Savings Bank

 

842,439

 

10.85

%

310,504

 

4.00

%

388,130

 

5.00

%

 

 

 

At December 31, 2013

 

 

 

 

 

Minimum capital

 

Well capitalized

 

 

 

Actual

 

requirements (1)

 

requirements (1)

 

 

 

Amount

 

Ratio

 

Amount

 

Ratio

 

Amount

 

Ratio

 

Total capital (to risk weighted assts)

 

 

 

 

 

 

 

 

 

 

 

 

 

Northwest Bancshares, Inc.

 

$

1,147,027

 

22.46

%

 

 

 

 

Northwest Savings Bank

 

946,531

 

18.60

%

407,062

 

8.00

%

508,828

 

10.00

%

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Tier I capital (to risk weighted assets)

 

 

 

 

 

 

 

 

 

 

 

 

 

Northwest Bancshares, Inc.

 

1,081,060

 

21.17

%

 

 

 

 

Northwest Savings Bank

 

882,234

 

17.34

%

203,531

 

4.00

%

305,297

 

6.00

%

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Tier I capital (leverage) (to average assets)

 

 

 

 

 

 

 

 

 

 

 

 

 

Northwest Bancshares, Inc.

 

1,081,060

 

13.87

%

 

 

 

 

Northwest Savings Bank

 

882,234

 

11.42

%

309,127

 

4.00

%

386,408

 

5.00

%

 


(1) The Federal Reserve does not yet have formal capital requirements established for savings and loan holding companies.

 

In July 2013, the FDIC and the other federal bank regulatory agencies issued a final rule that will revise their leverage and risk-based capital requirements and the method for calculating risk-weighted assets to make them consistent with agreements that were reached by the Basel Committee on Banking Supervision and certain provisions of the Dodd-Frank Act.  Among other things, the rule establishes a new common equity Tier 1 minimum capital requirement (4.5% of risk-weighted assets), increases the minimum Tier 1 capital to risk-based assets requirement (from 4% to 6% of risk-weighted assets) and assigns a higher risk weight (150%) to exposures that are more than 90 days past due or are on nonaccrual status and to certain commercial real estate facilities that finance the acquisition, development or construction of real property.  The final rule also requires unrealized gains and losses on certain “available-for-sale” securities holdings to be included for purposes of calculating regulatory capital requirements unless a one-time opt-in or opt-out is exercised.  The rule limits a banking organization’s capital distributions and certain discretionary bonus payments if the banking organization does not hold a “capital conservation buffer” consisting of 2.5% of common equity Tier 1 capital to risk-weighted assets in addition to the amount necessary to meet its minimum risk-based capital requirements.

 

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The final rule becomes effective for Northwest on January 1, 2015.  The capital conservation buffer requirement will be phased in beginning January 1, 2016 and ending January 1, 2019, when the full capital conservation buffer requirement will be effective.  The final rule also officially implements these consolidated capital requirements for savings and loan holding companies, such as the Company, effective January 1, 2015.

 

The following table shows the Basel III regulatory capital levels that must be maintained to avoid limitations on capital distributions and discretionary bonus payments for the periods indicated:

 

 

 

 

 

Basel III Regulatory Capital Requirements

 

 

 

 

 

January 1,

 

January 1,

 

January 1,

 

January 1,

 

January 1,

 

 

 

Current

 

2015

 

2016

 

2017

 

2018

 

2019

 

New common equity tier 1 ratio plus capital conservation buffer

 

 

4.50

%

5.125

%

5.75

%

6.375

%

7.00

%

Tier 1 risk-based capital ratio

 

4.00

%

 

 

 

 

 

Tier 1 risk-based capital ratio plus capital conservation buffer

 

 

6.00

%

6.625

%

7.25

%

7.875

%

8.50

%

Total risk-based capital ratio

 

8.00

%

 

 

 

 

 

Total risk-based capital ratio plus capital conservation buffer

 

 

8.00

%

8.625

%

9.25

%

9.875

%

10.50

%

 

We are required to maintain a sufficient level of liquid assets, as determined by management and reviewed for adequacy by the FDIC and the Pennsylvania Department of Banking during their regular examinations. Northwest monitors its liquidity position primarily using the ratio of unencumbered available-for-sale liquid assets as a percentage of deposits and borrowings (“liquidity ratio”).  Northwest’s liquidity ratio at June 30, 2014 was 11.7%.  We adjust liquidity levels in order to meet funding needs for deposit outflows, payment of real estate taxes and insurance on mortgage loan escrow accounts, repayment of borrowings and loan commitments.  At June 30, 2014 Northwest had $2.082 billion of additional borrowing capacity available with the FHLB, including $150.0 million on an overnight line of credit, as well as $192.7 million of borrowing capacity available with the Federal Reserve Bank and $80.0 million with two correspondent banks.

 

We paid $104.6 million and $22.0 million in cash dividends during the quarters ended June 30, 2014 and 2013, respectively, and $125.8 million and $22.0 million for the six months ended June 30, 2014 and 2013, respectively.  As was previously announced, we paid a regular dividend of $0.13 per share and a special dividend of $1.00 per share in the second quarter of 2014.  The common stock dividend payout ratio (dividends declared per share divided by net income per share) was 807.1% and 160.0% for the quarters ended June 30, 2014 and 2013, respectively, on dividends of $1.13 per share and $0.24 per share, respectively.  The common stock dividend payout ratio for the six-month periods ended June 30, 2014 and 2013 was 453.3% and 75.0%, respectively, on dividends of $1.36 and $0.24 per share, respectively.  On July 16, 2014, the Board of Directors declared a dividend of $0.13 per share payable on August 14, 2014 to shareholders of record as of July 31, 2014.  This represents the 79th consecutive quarter we have paid a cash dividend.

 

Nonperforming Assets

 

The following table sets forth information with respect to nonperforming assets.  Nonaccrual loans are those loans on which the accrual of interest has ceased.  Generally, when a loan is 90 days past due, we fully reverse all accrued interest thereon and cease to accrue interest thereafter.  Exceptions are made for loans that have contractually matured, are in the process of being modified to extend the maturity date and are otherwise current as to principal and interest, and well secured loans that are in process of collection.  Loans may also be placed on nonaccrual before they reach 90 days past due if conditions exist that call into question our ability to collect all contractual interest.  Other nonperforming assets represent property acquired through foreclosure or repossession.  Foreclosed property is carried at the lower of its fair value less estimated costs to sell, or the principal balance of the related loan.

 

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June 30,

 

December 31,

 

 

 

2014

 

2013

 

 

 

(Dollars in thousands)

 

Loans 90 days or more delinquent:

 

 

 

 

 

Residential mortgage loans

 

$

21,994

 

$

24,625

 

Home equity loans

 

7,810

 

8,344

 

Other consumer loans

 

1,966

 

2,057

 

Commercial real estate loans

 

15,290

 

18,433

 

Commercial loans

 

4,214

 

4,298

 

Total loans 90 days or delinquent

 

$

51,274

 

$

57,757

 

 

 

 

 

 

 

Total real estate owned (REO)

 

14,915

 

18,203

 

 

 

 

 

 

 

Total loans 90 days or more delinquent and REO

 

66,189

 

75,960

 

 

 

 

 

 

 

Total loans 90 days or more delinquent to net loans receivable

 

0.88

%

1.01

%

 

 

 

 

 

 

Total loans 90 days or more delinquent and REO to total assets

 

0.84

%

0.96

%

Nonperforming assets:

 

 

 

 

 

Nonaccrual loans - loans 90 days or more delinquent

 

$

51,274

 

57,757

 

Nonaccrual loans — loans less than 90 days delinquent

 

45,483

 

49,464

 

Loans 90 days or more past maturity and still accruing

 

271

 

690

 

Total nonperforming loans

 

97,028

 

107,911

 

Total nonperforming assets

 

$

111,943

 

126,114

 

 

 

 

 

 

 

Nonaccrual troubled debt restructured loans *

 

$

23,949

 

28,889

 

Accruing troubled debt restructured loans

 

39,844

 

50,277

 

Total troubled debt restructured loans

 

$

63,793

 

79,166

 

 


*   Included in nonaccurual loans above.

 

A loan is considered to be impaired when, based on current information and events, it is probable that we will be unable to collect all amounts due according to the contractual terms of the loan agreement including both contractual principal and interest payments.  The amount of impairment is required to be measured using one of three methods: (1) the present value of expected future cash flows discounted at the loan’s effective interest rate; (2) the loan’s observable market price; or (3) the fair value of collateral if the loan is collateral dependent.  If the measure of the impaired loan is less than the recorded investment in the loan, a specific allowance is allocated for the impairment.  Impaired loans at June 30, 2014 and December 31, 2013 were $164.0 million and $173.8 million, respectively.

 

Allowance for Loan Losses

 

Our Board of Directors has adopted an “Allowance for Loan and Lease Losses” (“ALL”) policy designed to provide management with a systematic methodology for determining and documenting the ALL each reporting period.  This methodology was developed to provide a consistent process and review procedure to ensure that the ALL is in conformity with GAAP, our policies and procedures and other supervisory and regulatory guidelines.

 

On an ongoing basis, the Credit Administration department, as well as loan officers, branch managers and department heads, review and monitor the loan portfolio for problem loans.  This portfolio monitoring includes a review of the monthly delinquency reports as well as historical comparisons and trend analysis.  In addition, a meeting is held every quarter with each region to monitor the performance and status of loans on an internal watch list.  On an on-going basis the loan officer in conjunction with a portfolio manager grades or classifies problem loans or potential problem loans based upon their knowledge of the lending relationship and other information previously accumulated.  This rating is also

 

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reviewed independently by our Loan Review department on a periodic basis.  Our loan grading system for problem loans is consistent with industry regulatory guidelines which classify loans as “substandard”, “doubtful” or “loss.”  Loans that do not expose us to risk sufficient to warrant classification in one of the previous categories, but which possess some weaknesses, are designated as “special mention”.  A “substandard” loan is any loan that is 90 days or more contractually delinquent or is inadequately protected by the current net worth and paying capacity of the obligor or of the collateral pledged, if any.  Loans classified as “doubtful” have all the weaknesses inherent in those classified as “substandard” with the added characteristic that the weaknesses present make collection or liquidation in full, on the basis of currently existing facts, conditions or values, highly questionable and improbable.  Loans classified as “loss” are considered uncollectible so that their continuance as assets without the establishment of a specific loss allowance is not warranted.

 

Credit relationships that have been classified as substandard or doubtful and are greater than or equal to $1.0 million are reviewed by the Credit Administration department for possible impairment.  A loan is considered impaired when, based on current information and events, it is probable that we will be unable to collect all amounts due according to the contractual terms of the loan agreement, including both contractual principal and interest payments.

 

If an individual loan is deemed to be impaired, the Credit Administration department determines the proper measure of impairment for each loan based on one of three methods: (1) the present value of expected future cash flows discounted at the loan’s effective interest rate; (2) the loan’s observable market price; or (3) the fair value of the collateral if the loan is collateral dependent.  If the measurement of the impaired loan is more or less than the recorded investment in the loan, the Credit Administration department adjusts the specific allowance associated with that individual loan accordingly.

 

If a substandard or doubtful loan is not considered individually for impairment, it is grouped with other loans that possess common characteristics for impairment evaluation and analysis.  This segmentation is accomplished by grouping loans of similar product types, risk characteristics and industry concentration into homogeneous pools.  Historical loss ratios are analyzed and adjusted based on delinquency trends as well as the current economic, political, regulatory and interest rate environment and used to estimate the current measure of impairment.

 

The individual impairment measures along with the estimated loss for each homogeneous pool are consolidated into one summary document.  This summary schedule along with the support documentation used to establish this schedule is presented to management’s Credit Committee on a quarterly basis.  The Credit Committee reviews the processes and documentation presented, reviews the concentration of credit by industry and customer, lending products and activity, competition and collateral values, as well as economic conditions in general and in each of our market areas.  Based on this review and discussion, the appropriate amount of ALL is estimated and any adjustments to reconcile the actual ALL with this estimate are determined.  In addition, the Credit Committee considers if any changes to the methodology are needed.  The Credit Committee also reviews and discusses delinquency trends, nonperforming asset amounts and ALL levels and ratios compared to our peer group as well as state and national statistics.  Similarly, following the Credit Committee’s review and approval, a review is performed by the Risk Management Committee of the Board of Directors on a quarterly basis.

 

In addition to the reviews by management’s Credit Committee and the Board of Directors’ Risk Management Committee, regulators from either the FDIC or the Pennsylvania Department of Banking perform an extensive review on an annual basis for the adequacy of the ALL and its conformity with regulatory guidelines and pronouncements.  Any recommendations or enhancements from these

 

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independent parties are considered by management and the Credit Committee and implemented accordingly.

 

We acknowledge that this is a dynamic process and consists of factors, many of which are external and out of our control that can change often, rapidly and substantially.  The adequacy of the ALL is based upon estimates using all the information previously discussed as well as current and known circumstances and events.  There is no assurance that actual portfolio losses will not be substantially different than those that were estimated.

 

We utilize a consistent methodology each period when analyzing the adequacy of the allowance for loan losses and the related provision for loan losses.  As part of the analysis as of June 30, 2014, we considered the economic conditions in our markets, such as unemployment and bankruptcy levels as well as changes in real estate collateral values.  In addition, we considered the overall trends in asset quality, specific reserves already established for criticized loans, historical loss rates and collateral valuations.  As a result of this analysis, the allowance for loan losses increased by $94,000, or 0.1%, to $71.4 million, or 1.21% of total loans, at June 30, 2014 from $71.3 million, or 1.23% of total loans, at December 31, 2013.  This increase is primarily attributable to seven business banking loans requiring additional reserves totaling $12.2 million. Partially offsetting these factors was the continued improvement in overall asset quality as classified loans, TDRs and non-accrual loans delinquent 90 days or more decreased by $26.1 million, $15.4 million and $6.5 million, respectively, compared to December 31, 2013.

 

We also consider how the level of non-accrual loans and historical charge-offs have influenced the required amount of allowance for loan losses.  Non-accrual loans of $96.8 million or 1.64% of total loans receivable, at June 30, 2014 decreased by $10.4 million, or 9.8%, from $107.2 million, or 1.85% of total loans receivable, at December 31, 2013.  As a percentage of average loans, annualized net charge-offs increased to 0.54% for the six months ended June 30, 2014 compared to 0.36% for the year ended December 31, 2013, as the result of the charge-off of two commercial loans totaling $8.1 million.

 

Comparison of Operating Results for the Quarters Ended June 30, 2014 and 2013

 

Net income for the quarter ended June 30, 2014 was $12.7 million, or $0.14 per diluted share, a decrease of $763,000, or 5.7%, from $13.5 million, or $0.15 per diluted share, for the quarter ended June 30, 2013.  The decrease in net income resulted from a decrease in net interest income of $1.2 million, or 1.9%, and increases in the provision for loan losses of $2.9 million, or 53.3% and in noninterest expense of $1.0 million, or 1.9%.  Partially offsetting these factors was an increase in noninterest income of $3.7 million, or 27.7%, and a decrease in income tax expense of $586,000, or 11.6%.  Annualized, net income for the quarter ended June 30, 2014 represents a 4.77% and 0.64% return on average equity and return on average assets, respectively, compared to 4.79% and 0.68% for the same quarter last year.  A discussion of significant changes follows.

 

Interest Income

 

Total interest income decreased by $2.4 million, or 3.0%, to $76.4 million for the quarter ended June 30, 2014 due primarily to a decrease in the average yield earned on interest earning assets to 4.17% for the quarter ended June 30, 2014 from 4.23% for the quarter ended June 30, 2013.  The average yield on all categories of interest earning assets decreased when compared to the prior year period, with the exception of Federal Home Loan Bank of Pittsburgh stock (“FHLB”) and other interest earning deposits.  Additionally, the average balance of interest earning assets decreased by $33.9 million, or 0.5%, to $7.410 billion for the quarter ended June 30, 2014 from $7.444 billion for the quarter ended June 30, 2013.

 

Interest income on loans receivable decreased by $1.2 million, or 1.7%, to $70.8 million for the quarter ended June 30, 2014 from to $72.0 million for the quarter ended June 30, 2013.  This decrease in interest income on loans receivable can be attributed to a decline in the average yield which decreased to

 

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4.87% for the quarter ended June 30, 2014 from 5.12% for the quarter ended June 30, 2013.  The continued decline in average yield is due primarily to the historically low level of market interest rates in general and continued competitive pricing pressure for new, as well as existing, credit relationships.  Partially offsetting this decrease was an increase in the average balance of loans receivable which increased by $209.8 million, or 3.7%, to $5.834 billion for the quarter ended June 30, 2014 from $5.624 billion for the quarter ended June 30, 2013.  This increase is due to continued success in increasing market share and the retention of most of the residential mortgage loans originated by our wholesale lending function rather than selling a portion of these originations in the secondary market.

 

Interest income on mortgage-backed securities decreased by $642,000, or 19.4%, to $2.7 million for the quarter ended June 30, 2014 from $3.3 million for the quarter ended June 30, 2013.  This decrease is the result of decreases in both the average balance and average yield. The average balance of mortgage-backed securities decreased by $125.5 million, or 17.3%, to $601.1 million for the quarter ended June 30, 2014 from $726.6 for the quarter ended June 30, 2013 due primarily to redirecting cash flows from these securities to fund loan growth as well as the payment of cash dividends.  The average yield on mortgage-backed securities decreased to 1.77% for the quarter ended June 30, 2014 from 1.82% for the quarter ended June 30, 2013. The decrease in average yield resulted primarily from the purchase of mortgage-backed securities at generally lower interest rates than the existing portfolio.

 

Interest income on investment securities decreased by $516,000, or 16.5%, to $2.6 million for the quarter ended June 30, 2014 from $3.1 million for the quarter ended June 30, 2013.  This decrease is the result of decreases in both the average balance and average yield.  The average balance of investment securities decreased by $24.5 million, or 4.6%, to $507.3 million for the quarter ended June 30, 2014 from $531.8 million for the quarter ended June 30, 2013.  This decrease is due primarily to the maturity or call of municipal and government bonds and the use of these proceeds to fund loan growth.  The average yield of investment securities decreased to 2.06% for the quarter ended June 30, 2014 from 2.35% for the quarter ended June 30, 2013.  This decrease is primarily the result of higher rate, tax-free, municipal securities maturing or being called and being replaced by lower yielding, shorter duration government agency securities.

 

For the quarter ended June 30, 2014 we received dividends on FHLB stock of $697,000 on an average balance of $43.9 million, resulting in a yield of 6.34%, compared to dividends of $34,000 on an average balance of $48.1 million, resulting in a yield of 0.28% for the quarter ended June 30, 2013.  As a result of the improved financial condition of the FHLB of Pittsburgh, they have been able to increase their dividends to member financial institutions.  These dividends are reported as other operating income on our Consolidated Statements of Income.

 

Interest income on interest-earning deposits decreased by $54,000, or 15.9%, to $286,000 for the quarter ended June 30, 2014 from $340,000 for the quarter ended June 30, 2013.  This decrease is due to a decrease in the average balance which decreased by $89.5 million, or 17.4%, to $424.4 million for the quarter ended June 30, 2014 from $513.9 million for the quarter ended June 30, 2013, due to the utilization of cash to fund loan growth and the payment of dividends over the past year.

 

Interest Expense

 

Interest expense decreased by $1.2 million, or 7.9%, to $14.2 million for the quarter ended June 30, 2014 from $15.4 million for the quarter ended June 30, 2013.  This decrease in interest expense was due to a decrease in the average cost of interest-bearing liabilities, which decreased to 0.97% for the quarter ended June 30, 2014 from 1.04% for the quarter ended June 30, 2013, as well as a decrease in the average balance of interest-bearing liabilities, which decreased by $73.4 million, or 1.2%, to $5.892 billion for the quarter ended June 30, 2014 from $5.966 billion for the quarter ended June 30, 2013.  The decrease in the

 

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cost of funds resulted primarily from the current level of market interest rates which enabled us to reduce the rate of interest paid on time deposit products. Also contributing to the decrease was the maturity of an interest rate swap used to hedge the interest rate on our junior subordinated debentures.  The decrease in average interest-bearing liabilities resulted from a reduction in average time deposits of $192.5 million, or 10.7%, compared to last year, as consumers continue to shift investment priorities to shorter duration or demand products as well as to utilize funds for living expenses. The decrease in time deposits was partially offset by a combined increase in the average balance of interest-bearing demand deposits, savings deposits and money market deposit accounts of $113.0 million, or 3.5%, compared to the average balance for the quarter ended June 30, 2013.

 

Net Interest Income

 

Net interest income decreased by $1.2 million, or 1.9%, to $62.1 million for the quarter ended June 30, 2014 from $63.3 million for the quarter ended June 30, 2013.  This decrease is attributable to the factors discussed above. Loan growth enabled us to redirect cash flows from lower yielding securities which helped offset overall lower market interest rates and maintain our net interest spread and margin.  Our net interest rate spread increased to 3.20% for the quarter ended June 30, 2014 from 3.19% for the quarter ended June 30, 2013 and our net interest margin decreased just one basis point to 3.39% for the quarter ended June 30, 2014 from 3.40% for the quarter ended June 30, 2013.

 

Provision for Loan Losses

 

The provision for loan losses increased by $2.9 million, or 53.3%, to $8.3 million for the quarter ended June 30, 2014 from $5.4 million for the quarter ended June 30, 2013.  This increase is due primarily to six business banking loans requiring combined provisions of $5.9 million during the 2014 period.  Improvements in overall asset quality helped to mitigate these increases as classified loans decreased by $19.8 million, or 8.6%, to $210.7 million at June 30, 2014 from $230.5 million at June 30, 2013.  In addition, TDRs decreased by $22.7 million, or 26.3%, to $63.8 million at June 30, 2014 from $86.5 million at June 30, 2013 and loans 90 days or more delinquent decreased by $12.2 million, or 19.3%, to $51.3 million at June 30, 2014 from $63.5 million at June 30, 2013.

 

In determining the amount of the current period provision, we considered current economic conditions, including unemployment levels and bankruptcy filings, and changes in real estate values and the impact of these factors on the quality of our loan portfolio and historical loss factors.  Net charge-offs for the quarter ended June 30, 2014 were $13.1 million compared to $4.8 million for the quarter ended June 30, 2013, however it was the result of the charge-off of just two commercial loans totaling $8.1 million.  Annualized net charge-offs to average loans increased to 0.90% for the quarter ended June 30, 2014 from 0.34% for the quarter ended June 30, 2013. We analyze the allowance for loan losses as described in the section entitled “Allowance for Loan Losses.”  The provision that is recorded is sufficient, in our judgment, to bring this reserve to a level that reflects the losses inherent in our loan portfolio relative to loan mix, economic conditions and historical loss experience.

 

Noninterest Income

 

Noninterest income increased by $3.7 million, or 27.7%, to $17.1 million for the quarter ended June 30, 2014 from $13.4 million for the quarter ended June 30, 2013. The increase is primarily attributable to a decrease in loss on real estate owned and increases in trust and other financial services income as well as other operating income.  Loss on real estate owned decreased by $1.7 million, or 75.4%, to $562,000 for the quarter ended June 30, 2014 from $2.3 million for the quarter ended June 30, 2013, as a result of a write-down of our largest REO property during the quarter ended June 30, 2013.  Trust and other financial services income increased by $792,000, or 35.0% to $3.1 million for the quarter ended June 30, 2014 from $2.3 million for the quarter ended June 30, 2013.  This increase is due to our acquisition of Evans Capital Management, Inc. as of January 1, 2014 as well as increases in the amount of assets under management.

 

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Other operating income increased by $823,000, or 95.1%, to $1.7 million for the quarter ended June 30, 2014 from $865,000 for the quarter ended June, 2013, due primarily to the increase in dividends received on FHLB stock.

 

Noninterest Expense

 

Noninterest expense increased by $1.0 million, or 1.9%, to $53.8 million for the quarter ended June 30, 2014 from $52.8 million for the quarter ended June 30, 2013.  This increase is primarily the result of increases in marketing expenses, professional services and compensation and employee benefits.  Marketing expenses increased by $838,000, or 40.0%, to $2.9 million for the quarter ended June 30, 2014 from $2.1 million for the quarter ended June 30, 2013.  This increase is primarily the result of ongoing loan and demand deposit marketing campaigns as well as the promotion of our recent awards from J.D. Power & Associates, Forbes and Keefe, Bruyette & Woods.  Professional services increased by $576,000, or 48.0%, to $1.8 million for the quarter ended June 30, 2014 from $1.2 million for the quarter ended June 30, 2013, due primarily to consulting engagements to continued enhancement of our regulatory compliance management system.  Compensation and employee benefits increased by $387,000, or 1.4% to $28.5 million for the quarter ended June 30, 2014 from $28.2 million for the quarter ended June 30, 2013.  This increase is primarily the result of our acquisition of Evans Capital Management, Inc.  These increases were partially offset by a decrease in processing expenses of $751,000, or 10.2%, to $6.6 million for the quarter ended June 30, 2014 from $7.4 million for the quarter ended June 30, 2013 due primarily to the timing of software and infrastructure upgrades.

 

Income Taxes

 

The provision for income taxes decreased by $586,000, or 11.6%, to $4.5 million for the quarter ended June 30, 2014 from $5.1 million for the quarter ended June 30, 2013.  This decrease in income tax expense is primarily a result of the decrease in income before income taxes of $1.3 million, or 7.3%. In addition, the $1.00 per share special dividend paid on May 15, 2014 is deductible on the Company’s common stock held in our Employee Stock Ownership Plan and 401(k) plan.  Our effective tax rate for the quarter ended June 30, 2014 was 26.0% compared to 27.3% for the quarter ended June 30, 2013.  We anticipate our effective tax rate to be between 26.0% and 27.0% for the year.

 

Comparison of operating results for the six months ended June 30, 2014 and 2013

 

Net income for the six months ended June 30, 2014 was $27.4 million, or $0.30 per diluted share, a decrease of $1.4 million, or 4.9%, from $28.8 million, or $0.32 per diluted share, for the same period last year.  The decrease in net income resulted primarily from a decrease in net interest income of $4.3 million as well as an increase in the provision for loan losses of $3.2 million and an increase in the noninterest expense of $2.7 million.  These changes were partially offset by an increase in noninterest income of $7.0 million and a decrease in income tax expense of $1.8 million.  Annualized, net income for the six months ended June 30, 2014 represents a 4.97% and 0.70% return on average equity and return on average assets, respectively, compared to 5.12% and 0.73% for the same period last year.  A discussion of significant changes follows.

 

Interest Income

 

Total interest income decreased by $6.9 million, or 4.4%, to $151.5 million for the six months ended June 30, 2014 from $158.4 million for the six months ended June 30, 2013, due to both a decrease in the average yield earned on interest earning assets and a slight decrease in the average balance of interest earning assets.  The average yield on interest earning assets decreased to 4.17% for the six months ended June 30, 2014 from 4.30% for the six months ended June 30, 2013.  The average yield on all categories of interest earning assets decreased compared to the same period last year with the exception of interest-earning deposits and dividends on FHLB stock.  Average interest earning assets decreased by $2.4 million to

 

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$7.361 billion for the six months ended June 30, 2014 from $7.363 billion for the six months ended June 30, 2013.

 

Interest income on loans receivable decreased by $4.8 million, or 3.3%, to $140.2 million for the six months ended June 30, 2014 from $145.0 million for the six months ended June 30, 2013.  The average yield on loans receivable decreased to 4.85% for the six months ended June 30, 2014 from 5.15% for the six months ended June 30, 2013. The decrease in average yield is primarily attributable to the origination of new loans and rate reductions for existing variable rate loans in this historically low interest rate and highly competitive environment.  This decrease was partially offset by an increase in the average balance of loans receivable of $197.4 million, or 3.5%, to $5.829 billion at June 30, 2014 from $5.631 billion at June 30, 2013. This increase is primarily attributable to our continued emphasis on building business banking loan relationships.

 

Interest income on mortgage-backed securities decreased by $1.2 million, or 19.1%, to $5.5 million for the six months ended June 30, 2014 from $6.7 million for the six months ended June 30, 2013. This decrease is the result of decreases in both the average balance and average yield.  The average balance of mortgage-backed securities decreased by $115.0 million, or 15.8%, to $611.1 million for the six months ended June 30, 2014 from $726.1 for the six months ended June 30, 2013 due primarily to redirecting cash flows to fund loan growth and the payment of dividends.  The average yield on mortgage-backed securities decreased to 1.79% for the six months ended June 30, 2014 from 1.86% for the six months ended June 30, 2013. The decrease in average yield resulted from the purchase of mortgage-backed securities during this period of historically low market interest rates.

 

Interest income on investment securities decreased by $749,000, or 12.3%, to $5.3 million for the six months ended June 30, 2014 from $6.1 million for the six months ended June 30, 2013.  This decrease was the result of a decrease in the average yield on investment securities to 2.11% for the six months ended June 30, 2014 from 2.43% for the six months ended June 30, 2013, as a result of higher rate municipal bonds maturing or being called and replaced with lower yielding shorter duration government agency bonds.  Partially offsetting this decrease was an increase in the average balance of investment securities of $6.4 million, or 1.3%, to $507.3 million for the six months ended June 30, 2014 from $500.9 million for the six months ended June 30, 2013, due to deploying excess cash flow in a manner to minimize net interest margin compression and extension risk.

 

For the six months ended June 30, 2014 we received dividends on FHLB stock of $973,000 on an average balance of $43.8 million, resulting in a yield of 4.44%, compared to dividends of $71,000 on an average balance of $47.5 million, resulting in a yield of 0.30% for the six months ended June 30, 2013. These dividends are reported as other operating income on our Consolidated Statements of Income.

 

Interest income on interest-earning deposits decreased by $105,000, or 17.8%, to $486,000 for the six months ended June 30, 2014 from $591,000 for the six months ended June 30, 2013.  This decrease is due to the average balance decreasing by $87.6 million, or 19.1%, to $370.3 million for the six months ended June 30, 2014 from $457.9 million for the six months ended June 30, 2013.  The average balance decreased due to common stock dividend payments and loan growth.  The average yield on interest-earning deposits remained unchanged at 0.26% for the six months ended June 30, 2014 compared to the same period last year.

 

Interest Expense

 

Interest expense decreased by $2.7 million, or 8.6%, to $28.4 million for the six months ended June 30, 2014 from $31.1 million for the six months ended June 30, 2013.  This decrease in interest expense was due to a decrease in the average balance of interest-bearing liabilities of $72.3 million, or 1.2%, to $5.878

 

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billion for the six months ended June 30, 2014 from $5.950 billion for the six months ended June 30, 2013.  In addition, the average cost of interest-bearing liabilities decreased by eight basis points to 0.97% for the six months ended June 30, 2014 from 1.05% for the six months ended June 30, 2013.  The decrease in interest-bearing liabilities is the result of a decrease in the average balance of time deposits of $198.5 million, or 10.9%, as we believe consumers continue to prefer more liquid deposit accounts as protection against possible higher interest rates in the future.  Partially offsetting this decrease was an increase of $109.3 million, or 3.5% in all other deposit products.  The decrease in the cost of funds was due primarily to a reduction in the rates paid on all deposit products and the maturity of an interest rate swap on our junior subordinated debentures.

 

Net Interest Income

 

Net interest income decreased by $4.3 million, or 3.4%, to $123.0 million for the six months ended June 30, 2014 from $127.3 million for the six months ended June 30, 2013.  This decrease in net interest income was attributable to the factors discussed above.  Our net interest rate spread decreased to 3.20% for the six months ended June 30, 2014 from 3.25% for the six months ended June 30, 2013, and our net interest margin decreased to 3.37% for the six months ended June 30, 2014 from 3.46% for the six months ended June 30, 2013.

 

Provision for Loan Losses

 

The provision for loan losses increased by $3.2 million, or 25.5%, to $15.8 million for the six months ended June 30, 2014 from $12.6 million for the six months ended June 30, 2013.  This increase is due primarily to seven business banking loans requiring combined provisions of $12.2 million during the 2014 period.  Improvements in overall asset quality partially offset these increases.  Classified loans decreased by $19.8 million, or 8.6%, to $210.7 million at June 30, 2014 from $230.5 million at June 30, 2013.  In addition, total nonaccrual loans decreased by $23.8 million, or 19.7%, to $96.8 million at June 30, 2014 from $120.6 million at June 30, 2013 and loans 90 days or more delinquent decreased by $12.2 million, or 19.3%, to $51.3 million at June 30, 2014 from $63.5 million at June 30, 2013.

 

In determining the amount of the current period provision, we considered current economic conditions, including unemployment levels and bankruptcy filings, and changes in real estate values and the impact of these factors on the quality of our loan portfolio and historical loss factors.  Net charge-offs for the six months ended June 30, 2014 were $15.7 million compared to $13.2 million for the six months ended June 30, 2013.  Annualized net charge-offs to average loans increased to 0.54% for the six months ended June 30, 2014 from 0.47% for the six months ended June 30, 2013. We analyze the allowance for loan losses as described in the section entitled “Allowance for Loan Losses.”  The provision that is recorded is sufficient, in our judgment, to bring this reserve to a level that reflects the losses inherent in our loan portfolio relative to loan mix, economic conditions and historical loss experience.

 

Noninterest Income

 

Noninterest income increased by $7.0 million, or 23.5%, to $36.8 million for the six months ended June 30, 2014 from $29.8 million for the six months ended June 30, 2013. The increase is primarily attributable to increases in gain on sale of investments and trust and other financial services income and a decrease in loss on real estate owned.  Gain on sale of investments increased by $3.6 million to $3.7 million for the six months ended June 30, 2014 from $120,000 for the six months ended June 30, 2013, due to the sale of equity securities during the current year.  Trust and other financial services income increased by $1.6 million, or 36.6% to $6.1 million for the six months ended June 30, 2014 from $4.5 million for the six months ended June 30, 2013.  This increase is due to our acquisition of Evans Capital Management, Inc. as of January 1, 2014 as well as increases in the amount of assets under management.  Loss on real estate owned decreased by $1.7 million, or 71.1%, to $697,000 for the six months ended June 30, 2014 from $2.4 million for the six months ended June 30, 2013, as a result of a write-down of our largest REO property

 

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during 2013.  Partially offsetting these favorable variances was a decrease in mortgage banking income of $678,000, or 56.9%, to $514,000 for the six months ended June 30, 2014 from $1.2 million for the six months ended June 30, 2013.  This decrease resulted from fewer sales of residential mortgage loans into the secondary market during the current year compared to the same period last year.

 

Noninterest Expense

 

Noninterest expense increased by $2.7 million, or 2.6%, to $107.0 million for the six months ended June 30, 2014 from $104.3 million for the six months ended June 30, 2013.  This increase is primarily the result of increases in professional services, marketing expenses, office operations and compensation and employee benefits.  Professional services increased by $954,000, or 32.7%, to $3.8 million for the six months ended June 30, 2014 from $2.9 million for the six months ended June 30, 2013, due primarily to consulting engagements to test and refine our regulatory compliance management system.  Marketing expenses increased by $575,000, or 14.4%, to $4.6 million for the six months ended June 30, 2014 from $4.0 million for the six months ended June 30, 2013.  This increase is primarily the result of loan and demand deposit marketing campaigns which started during March 2014.  Office operations increased by $491,000, or 6.9%, to $7.6 million for the six months ended June 30, 2014 from $7.1 million for the six months ended June 30, 2013, due primarily to increased collections costs.  Compensation and employee benefits increased by $429,000, or 0.8% to $56.5 million for the six months ended June 30, 2014 from $56.1 million for the six months ended June 30, 2013.  This increase is primarily the result of our acquisition of Evans Capital Management, Inc.  These increases were partially offset by a decrease in federal deposit insurance premiums of $227,000, or 7.9%, to $2.6 million for the six months ended June 30, 2014 from $2.9 million for the six months ended June 30, 2013.

 

Income Taxes

 

The provision for income taxes decreased by $1.8 million, or 15.3%, to $9.7 million for the six months ended June 30, 2014 from $11.5 million for the six months ended June 30, 2013.  This decrease in income tax expense is primarily a result of the decrease in income before income taxes of $3.2 million, or 7.9%. In addition, the $1.00 per share special dividend paid on May 15, 2014 is deductible on the Company’s common stock held in our Employee Stock Ownership Plan and 401(k) plan.  Our effective tax rate for the six months ended June 30, 2014 was 26.2% compared to 28.5% for the six months ended June 30, 2013.  We anticipate our effective tax rate to be between 26.0% and 27.0% for the year.

 

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Average Balance Sheet

(Dollars in thousands)

 

The following table sets forth certain information relating to the Company’s average balance sheet and reflects the average yield on interest-earning assets and average cost of interest-bearing liabilities for the periods indicated.  Such yields and costs are derived by dividing income or expense by the average balance of assets or liabilities, respectively, for the periods presented.  Average balances are calculated using daily averages.

 

 

 

Quarter ended June 30,

 

 

 

2014

 

2013

 

 

 

 

 

 

 

Avg.

 

 

 

 

 

Avg.

 

 

 

Average

 

 

 

yield/

 

Average

 

 

 

yield/

 

 

 

balance

 

Interest

 

cost (f)

 

balance

 

Interest

 

cost (f)

 

Assets:

 

 

 

 

 

 

 

 

 

 

 

 

 

Interest-earning assets:

 

 

 

 

 

 

 

 

 

 

 

 

 

Loans receivable (a) (b) (includes FTE adjustments of $540 and $561, respectively)

 

$

5,833,540

 

71,337

 

4.90

%

5,623,784

 

72,548

 

5.16

%

Mortgage-backed securities (c)

 

601,066

 

2,666

 

1.77

%

726,583

 

3,308

 

1.82

%

Investment securities (c) (includes FTE adjustments of $860 and $1,127, respectively)

 

507,315

 

3,472

 

2.74

%

531,802

 

4,255

 

3.20

%

FHLB stock

 

43,944

 

697

 

6.34

%

48,110

 

34

 

0.28

%

Other interest-earning deposits

 

424,434

 

286

 

0.27

%

513,930

 

340

 

0.26

%

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Total interest-earning assets (includes FTE adjustments of $1,400 and $1,688, respectively)

 

7,410,299

 

78,458

 

4.24

%

7,444,209

 

80,485

 

4.32

%

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Noninterest earning assets (d)

 

530,582

 

 

 

 

 

531,771

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Total assets

 

$

7,940,881

 

 

 

 

 

7,975,980

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Liabilities and shareholders’ equity:

 

 

 

 

 

 

 

 

 

 

 

 

 

Interest-bearing liabilities:

 

 

 

 

 

 

 

 

 

 

 

 

 

Savings deposits

 

$

1,239,563

 

821

 

0.27

%

1,209,783

 

900

 

0.30

%

Interest-bearing checking deposits

 

896,014

 

149

 

0.07

%

873,804

 

149

 

0.07

%

Money market deposit accounts

 

1,182,542

 

792

 

0.27

%

1,121,579

 

748

 

0.27

%

Time deposits

 

1,598,523

 

4,659

 

1.17

%

1,791,030

 

5,607

 

1.26

%

Borrowed funds (e)

 

872,653

 

6,623

 

3.04

%

866,476

 

6,612

 

3.06

%

Junior subordinated debentures

 

103,094

 

1,170

 

4.49

%

103,094

 

1,420

 

5.45

%

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Total interest-bearing liabilities

 

5,892,389

 

14,214

 

0.97

%

5,965,766

 

15,436

 

1.04

%

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Noninterest-bearing checking deposits

 

852,253

 

 

 

 

 

778,468

 

 

 

 

 

Noninterest-bearing liabilities

 

128,072

 

 

 

 

 

102,191

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Total liabilities

 

6,872,714

 

 

 

 

 

6,846,425

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Shareholders’ equity

 

1,068,167

 

 

 

 

 

1,129,555

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Total liabilities and shareholders’ equity

 

$

7,940,881

 

 

 

 

 

7,975,980

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net interest income/ Interest rate spread

 

 

 

64,244

 

3.27

%

 

 

65,049

 

3.28

%

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net interest-earning assets/ Net interest margin

 

$

1,517,910

 

 

 

3.47

%

1,478,443

 

 

 

3.50

%

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Ratio of interest-earning assets to interest-bearing liabilities

 

1.26X

 

 

 

 

 

1.25X

 

 

 

 

 

 


(a) Average gross loans includes loans held as available-for-sale and loans placed on nonaccrual status.

(b) Interest income includes accretion/ amortization of deferred loan fees/ expenses, which were not material.

(c) Average balances do not include the effect of unrealized gains or losses on securities held as available-for-sale.

(d) Average balances include the effect of unrealized gains or losses on securities held as available-for-sale.

(e) Average balances include FHLB borrowings and collateralized borrowings.

(f) Annualized. Shown on a fully tax-equivalent basis (“FTE”). The FTE basis adjusts for the tax benefit of income on certain tax exempt loans and investments using the federal statutory rate of 35% for each period presented. We believe this measure to be the preferred industry measurement of net interest income and provides relevant comparison between taxable and non-taxable amounts. GAAP basis yields were: Loans – 4.87% and 5.12%, respectively; Investment securities – 2.06% and 2.35%, respectively; interest-earning assets – 4.17% and 4.23%, respectively. GAAP basis net interest rate spreads were 3.20% and 3.19%, respectively; and GAAP basis net interest margins were 3.39% and 3.40%, respectively.

 

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Table of Contents

 

Rate/ Volume Analysis

(Dollars in Thousands)

 

The following table represents the extent to which changes in interest rates and changes in the volume of interest-earning assets and interest-bearing liabilities have affected interest income and interest expense during the periods indicated.  Information is provided in each category with respect to (i) changes attributable to changes in volume (changes in volume multiplied by prior rate), (ii) changes attributable to changes in rate (changes in rate multiplied by prior volume), and (iii) net change.  Changes that cannot be attributed to either rate or volume have been allocated to both rate and volume.

 

Quarters ended June 30, 2014 and 2013

 

 

 

 

 

 

 

Net

 

 

 

Rate

 

Volume

 

Change

 

Interest earning assets:

 

 

 

 

 

 

 

Loans receivable

 

$

(3,917

)

2,706

 

(1,211

)

Mortgage-backed securities

 

(85

)

(557

)

(642

)

Investment securities

 

(615

)

(168

)

(783

)

FHLB stock

 

666

 

(3

)

663

 

Other interest-earning deposits

 

5

 

(59

)

(54

)

Total interest-earning assets

 

(3,946

)

1,919

 

(2,027

)

 

 

 

 

 

 

 

 

Interest-bearing liabilities:

 

 

 

 

 

 

 

Savings deposits

 

(99

)

20

 

(79

)

Interest-bearing checking deposits

 

(4

)

4

 

 

Money market deposit accounts

 

3

 

41

 

44

 

Time deposits

 

(345

)

(603

)

(948

)

Borrowed funds

 

(36

)

47

 

11

 

Junior subordinated debentures

 

(250

)

 

(250

)

Total interest-bearing liabilities

 

(731

)

(491

)

(1,222

)

 

 

 

 

 

 

 

 

Net change in net interest income

 

$

(3,215

)

2,410

 

(805

)

 

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Average Balance Sheet

(Dollars in thousands)

 

The following table sets forth certain information relating to the Company’s average balance sheet and reflects the average yield on interest-earning assets and average cost of interest-bearing liabilities for the periods indicated.  Such yields and costs are derived by dividing income or expense by the average balance of assets or liabilities, respectively, for the periods presented.  Average balances are calculated using daily averages.

 

 

 

Six months ended June 30,

 

 

 

2014

 

2013

 

 

 

 

 

 

 

Avg.

 

 

 

 

 

Avg.

 

 

 

Average

 

 

 

yield/

 

Average

 

 

 

yield/

 

 

 

balance

 

Interest

 

cost (f)

 

balance

 

Interest

 

cost (f)

 

Assets:

 

 

 

 

 

 

 

 

 

 

 

 

 

Interest-earning assets:

 

 

 

 

 

 

 

 

 

 

 

 

 

Loans receivable (a) (b) (includes FTE adjustments of $1,084 and $1,115, respectively)

 

$

5,828,500

 

141,254

 

4.89

%

$

5,631,110

 

146,075

 

5.19

%

Mortgage-backed securities (c)

 

611,050

 

5,459

 

1.79

%

726,057

 

6,749

 

1.86

%

Investment securities (c) (includes FTE adjustments of $1,752 and $2,238, respectively)

 

507,334

 

7,099

 

2.80

%

500,881

 

8,334

 

3.33

%

FHLB stock

 

43,830

 

973

 

4.44

%

47,492

 

71

 

0.30

%

Other interest-earning deposits

 

370,292

 

486

 

0.26

%

457,871

 

591

 

0.26

%

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Total interest-earning assets (includes FTE adjustments of $2,836 and $3,353, respectively)

 

7,361,006

 

155,271

 

4.25

%

7,363,411

 

161,820

 

4.40

%

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Noninterest earning assets (d)

 

575,490

 

 

 

 

 

584,030

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Total assets

 

$

7,936,496

 

 

 

 

 

7,947,441

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Liabilities and shareholders’ equity:

 

 

 

 

 

 

 

 

 

 

 

 

 

Interest-bearing liabilities:

 

 

 

 

 

 

 

 

 

 

 

 

 

Savings deposits

 

$

1,224,042

 

1,624

 

0.27

%

$

1,195,216

 

1,794

 

0.30

%

Interest-bearing checking deposits

 

873,972

 

288

 

0.07

%

857,121

 

289

 

0.07

%

Money market deposit accounts

 

1,178,202

 

1,574

 

0.27

%

1,114,553

 

1,490

 

0.27

%

Time deposits

 

1,621,745

 

9,425

 

1.17

%

1,820,244

 

11,645

 

1.29

%

Borrowed funds (e)

 

876,897

 

13,180

 

3.03

%

860,017

 

13,038

 

3.06

%

Junior subordinated debentures

 

103,094

 

2,327

 

4.49

%

103,094

 

2,825

 

5.45

%

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Total interest-bearing liabilities

 

5,877,952

 

28,418

 

0.97

%

5,950,245

 

31,081

 

1.05

%

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Noninterest-bearing checking deposits

 

833,750

 

 

 

 

 

766,578

 

 

 

 

 

Noninterest-bearing liabilities

 

114,994

 

 

 

 

 

96,297

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Total liabilities

 

6,826,696

 

 

 

 

 

6,813,120

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Shareholders’ equity

 

1,109,800

 

 

 

 

 

1,134,321

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Total liabilities and shareholders’ equity

 

$

7,936,496

 

 

 

 

 

7,947,441

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net interest income/ Interest rate spread

 

 

 

126,853

 

3.28

%

 

 

130,739

 

3.35

%

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net interest-earning assets/ Net interest margin

 

$

1,483,054

 

 

 

3.45

%

1,413,166

 

 

 

3.55

%

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Ratio of interest-earning assets to interest-bearing liabilities

 

1.25X

 

 

 

 

 

1.24X

 

 

 

 

 

 


(a) Average gross loans includes loans held as available-for-sale and loans placed on nonaccrual status.

(b) Interest income includes accretion/ amortization of deferred loan fees/ expenses, which were not material.

(c) Average balances do not include the effect of unrealized gains or losses on securities held as available-for-sale.

(d) Average balances include the effect of unrealized gains or losses on securities held as available-for-sale.

(e) Average balances include FHLB borrowings and collateralized borrowings.

(f) Annualized. Shown on a fully tax-equivalent basis (“FTE”). The FTE basis adjusts for the tax benefit of income on certain tax exempt loans and investments using the federal statutory rate of 35% for each period presented. We believe this measure to be the preferred industry measurement of net interest income and provides relevant comparison between taxable and non-taxable amounts. GAAP basis yields were: Loans – 4.85% and 5.15%, respectively; Investment securities – 2.11% and 2.43%, respectively; interest-earning assets – 4.17% and 4.30%, respectively. GAAP basis net interest rate spreads were 3.20% and 3.25%, respectively; and GAAP basis net interest margins were 3.37% and 3.46%, respectively.

 

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Table of Contents

 

Rate/ Volume Analysis

(Dollars in Thousands)

 

The following table represents the extent to which changes in interest rates and changes in the volume of interest-earning assets and interest-bearing liabilities have affected interest income and interest expense during the periods indicated.  Information is provided in each category with respect to (i) changes attributable to changes in volume (changes in volume multiplied by prior rate), (ii) changes attributable to changes in rate (changes in rate multiplied by prior volume), and (iii) net change.  Changes that cannot be attributed to either rate or volume have been allocated to both rate and volume.

 

Six months ended June 30, 2014 and 2013

 

 

 

 

 

 

 

Net

 

 

 

Rate

 

Volume

 

Change

 

Interest earning assets:

 

 

 

 

 

 

 

Loans receivable

 

$

(9,941

)

5,120

 

(4,821

)

Mortgage-backed securities

 

(263

)

(1,027

)

(1,290

)

Investment securities

 

(1,342

)

107

 

(1,235

)

FHLB stock

 

907

 

(5

)

902

 

Other interest-earning deposits

 

8

 

(113

)

(105

)

Total interest-earning assets

 

(10,631

)

4,082

 

(6,549

)

 

 

 

 

 

 

 

 

Interest-bearing liabilities:

 

 

 

 

 

 

 

Savings deposits

 

(213

)

43

 

(170

)

Interest-bearing checking deposits

 

(7

)

6

 

(1

)

Money market deposit accounts

 

(1

)

85

 

84

 

Time deposits

 

(950

)

(1,270

)

(2,220

)

Borrowed funds

 

(112

)

254

 

142

 

Junior subordinated debentures

 

(498

)

 

(498

)

Total interest-bearing liabilities

 

(1,781

)

(882

)

(2,663

)

 

 

 

 

 

 

 

 

Net change in net interest income

 

$

(8,850

)

4,964

 

(3,886

)

 

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

 

As the holding company for a savings bank, one of our primary market risks is interest rate risk.  Interest rate risk is the sensitivity of net interest income to variations in interest rates over a specified time period.  The sensitivity results from differences in the time periods in which interest rate sensitive assets and liabilities mature or re-price.  We attempt to control interest rate risk by matching, within acceptable limits, the re-pricing periods of assets and liabilities.  We have attempted to limit our exposure to interest sensitivity by increasing core deposits, enticing customers to extend certificates of deposit maturities, borrowing funds with fixed-rates and longer maturities and by shortening the maturities of our assets by emphasizing the origination of more short-term fixed rate loans and adjustable rate loans. We also continue to sell a portion of the long-term, fixed-rate mortgage loans that we originate.  In addition, we purchase shorter term or adjustable-rate investment securities and mortgage-backed securities.

 

We have an Asset/ Liability Committee consisting of several members of management which meets monthly to review market interest rates, economic conditions, the pricing of interest-earning assets and

 

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interest-bearing liabilities and the balance sheet structure.  On a quarterly basis, this Committee also reviews the interest rate risk position and cash flow projections.

 

The Board of Directors has a Risk Management Committee which meets quarterly and reviews interest rate risk and trends, our interest sensitivity position, the liquidity position and the market risk inherent in the investment portfolio.

 

In an effort to assess interest rate risk and market risk, we utilize a simulation model to determine the effect of immediate incremental increases and decreases in interest rates on net income and the market value of equity.  Certain assumptions are made regarding loan prepayments and decay rates of savings and interest-bearing demand accounts.  Because it is difficult to accurately project the market reaction of depositors and borrowers, the effect of actual changes in interest rates on these assumptions may differ from simulated results.  We have established the following guidelines for assessing interest rate risk:

 

Net income simulation.  Given a non-parallel shift of 100 basis points (“bps”), 200 bps and 300 bps in interest rates, the estimated net income may not decrease by more than 10%, 20% and 30%, respectively, within a one-year period.

 

Market value of equity simulation.  The market value of equity is the present value of assets and liabilities.  Given a non-parallel shift of 100 bps, 200 bps and 300 bps in interest rates, the market value of equity may not decrease by more than 15%, 30% and 35%, respectively, from the computed economic value at current interest rate levels.

 

The following table illustrates the simulated impact of a 100 bps, 200 bps or 300 bps upward or a 100 bps downward movement in interest rates on net income, return on average equity, earnings per share and market value of equity.  This analysis was prepared assuming that interest-earning asset and interest-bearing liability levels at June 30, 2014 remain constant.  The impact of the rate movements was computed by simulating the effect of an immediate and sustained shift in interest rates over a twelve-month period from June 30, 2014 levels.

 

 

 

Increase

 

Decrease

 

Non-parallel shift in interest rates over the next 12 months

 

100 bps

 

200 bps

 

300 bps

 

100 bps

 

Projected percentage increase/ (decrease) in net income

 

0.4

%

2.0

%

2.6

%

(12.6

)%

Projected increase/ (decrease) in return on average equity

 

0.5

%

2.0

%

2.5

%

(12.2

)%

Projected increase/ (decrease) in earnings per share

 

$

0.00

 

$

0.01

 

$

0.01

 

$

(0.08

)

Projected percentage increase/ (decrease) in market value of equity

 

(5.1

)%

(15.1

)%

(23.4

)%

(0.1

)%

 

The figures included in the table above represent projections that were computed based upon certain assumptions including prepayment rates and decay rates.  These assumptions are inherently uncertain and, as a result, cannot precisely predict the impact of changes in interest rates.  Actual results may differ significantly due to timing, magnitude and frequency of interest rate changes and changes in market conditions.

 

ITEM 4. CONTROLS AND PROCEDURES

 

Under the supervision of and with the participation of management, including the Principal Executive Officer and Principal Financial Officer, we evaluated the effectiveness of the design and operation of its disclosure controls and procedures (as defined in Rule 13a-15(e) under the Exchange Act) as of the

 

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end of the period covered by this quarterly report (the “Evaluation Date”).  Based upon that evaluation, the Principal Executive Officer and Principal Financial Officer concluded that, as of the Evaluation Date, these disclosure controls and procedures were effective.

 

There were no changes in the internal controls over financial reporting during the period covered by this report or in other factors that have materially affected, or are reasonably likely to materially affect the internal control over financial reporting.

 

PART II.                                             OTHER INFORMATION

 

Item 1. Legal Proceedings

 

We are subject to a number of asserted and unasserted claims encountered in the normal course of business.  We believe that any additional liability, other than that which has already been accrued, that may result from such potential litigation will not have a material adverse effect on the financial statements.  However, we cannot presently determine whether or not any claims against us will have a material adverse effect on our results of operations in any future reporting period.  See note 11.

 

Item 1A.  Risk Factors

 

There are no material changes to the risk factors as previously discussed in Item 1A, to Part I of our 2013 Annual Report on Form 10-K.

 

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

 

a.)                                  Not applicable.

 

b.)                                  Not applicable.

 

c.)                                   The following table discloses information regarding the repurchase of shares of common stock during the quarter ending June 30, 2014:

 

Month

 

Number of
shares
purchased

 

Average price
paid per
share

 

Total number of shares
purchased as part of a
publicly announced
repurchase plan (1)

 

Maximum number of
shares yet to be
purchased under the
plan (1)

 

April

 

 

$

 

 

1,049,189

 

May

 

 

 

 

1,049,189

 

June

 

 

 

 

1,049,189

 

 

 

 

$

 

 

 

 

 

 

Month

 

Number of
shares
purchased

 

Average price
paid per
share

 

Total number of shares
purchased as part of a
publicly announced
repurchase plan (2)

 

Maximum number of
shares yet to be
purchased under the
plan (2)

 

April

 

 

$

 

 

5,000,000

 

May

 

 

 

 

5,000,000

 

June

 

 

 

 

5,000,000

 

 

 

 —

 

$

 

 

 

 

 

 


(1)  Reflects the program for 4,750,000 shares announced September 26, 2011.

(2)  Reflects the program for 5,000,000 shares announced December 13, 2012.

 

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Table of Contents

 

Item 3. Defaults Upon Senior Securities

 

Not applicable.

 

Item 4. Mine Safety Disclosures

 

Not applicable.

 

Item 5. Other Information

 

Not applicable.

 

Item 6. Exhibits

 

31.1

 

Certification of the Chief Executive Officer pursuant to Rule 13a-15 or 15d-15 of the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

 

 

 

31.2

 

Certification of the Chief Financial Officer pursuant to Rule 13a-15 or 15d-15 of the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

 

 

 

32.1

 

Certification of the Chief Executive Officer and Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

 

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

101.PRE

XBRL Taxonomy Extension Presentation Linkbase Document

 

67



Table of Contents

 

Signature

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed by the undersigned thereunto duly authorized.

 

 

 

NORTHWEST BANCSHARES, INC.

 

 

(Registrant)

 

 

 

 

 

 

 

 

 

Date:

August 8, 2014

 

By:

/s/ William J. Wagner

 

 

 

 

William J. Wagner

 

 

 

 

President and Chief Executive Officer

 

 

 

 

(Duly Authorized Officer)

 

 

 

 

 

 

 

 

 

 

Date:

August 8, 2014

 

By:

/s/ Gerald J. Ritzert

 

 

 

 

Gerald J. Ritzert

 

 

 

 

Controller

 

 

 

 

(Principal Accounting Officer of the Registrant)

 

68