Document
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
ý QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended June 30, 2016
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: 001-35039
BankUnited, Inc.
(Exact name of registrant as specified in its charter)
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Delaware | | 27-0162450 |
(State or other jurisdiction of incorporation or organization) | | (I.R.S. Employer Identification No.) |
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14817 Oak Lane, Miami Lakes, FL | | 33016 |
(Address of principal executive offices) | | (Zip Code) |
Registrant’s telephone number, including area code: (305) 569-2000
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 ý 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 (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes ý No o
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.
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| | |
Large accelerated filer ý | | 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 ý
Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date.
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| | |
Class | | August 3, 2016 |
Common Stock, $0.01 Par Value | | 104,149,469 |
BANKUNITED, INC.
Form 10-Q
For the Quarter Ended June 30, 2016
TABLE OF CONTENTS
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PART I. | | |
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ITEM 1. | | |
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ITEM 2. | | |
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ITEM 3. | | |
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ITEM 4. | | |
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PART II. | | |
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ITEM 1. | | |
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ITEM 1A. | | |
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ITEM 6. | | |
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GLOSSARY OF DEFINED TERMS
The following acronyms and terms may be used throughout this Form 10-Q, including the consolidated financial statements and related notes.
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ACI | | Loans acquired with evidence of deterioration in credit quality since origination (Acquired Credit Impaired) |
ALCO | | Asset/Liability Committee |
ALLL | | Allowance for loan and lease losses |
AOCI | | Accumulated other comprehensive income |
ARM | | Adjustable rate mortgage |
ASC | | Accounting Standards Codification |
ASU | | Accounting Standards Update |
BKU | | BankUnited, Inc. |
BankUnited | | BankUnited, National Association |
The Bank | | BankUnited, National Association |
Bridge | | Bridge Funding Group, Inc. |
CET1 | | Common Equity Tier 1 risk-based capital |
CECL | | Current expected credit losses |
CMOs | | Collateralized mortgage obligations |
Commercial Shared-Loss Agreement | | A commercial and other loans shared-loss agreement entered into with the FDIC in connection with the FSB Acquisition |
Covered assets | | Assets covered under the Loss Sharing Agreements |
Covered loans | | Loans covered under the Loss Sharing Agreements |
EVE | | Economic value of equity |
FASB | | Financial Accounting Standards Board |
FDIA | | Federal Deposit Insurance Act |
FDIC | | Federal Deposit Insurance Corporation |
FHLB | | Federal Home Loan Bank |
FRB | | Federal Reserve Bank |
FSB Acquisition | | Acquisition of substantially all of the assets and assumption of all of the non-brokered deposits and substantially all of the other liabilities of BankUnited, FSB from the FDIC on May 21, 2009 |
GAAP | | U.S. generally accepted accounting principles |
GDP | | Gross Domestic Product |
HAMP | | Home Affordable Modification Program |
IPO | | Initial public offering |
ISDA | | International Swaps and Derivatives Association |
LIBOR | | London InterBank Offered Rate |
Loss Sharing Agreements | | Two loss sharing agreements entered into with the FDIC in connection with the FSB Acquisition |
LTV | | Loan-to-value |
MBS | | Mortgage-backed securities |
MSA | | Metropolitan Statistical Area |
MSRs | | Mortgage servicing rights |
New Loans | | Loans originated or purchased since the FSB Acquisition |
Non-ACI | | Loans acquired without evidence of deterioration in credit quality since origination |
OCC | | Office of the Comptroller of the Currency |
OREO | | Other real estate owned |
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OTTI | | Other-than-temporary impairment |
PSU | | Performance Unit |
Pinnacle | | Pinnacle Public Finance, Inc. |
Re-Remics | | Resecuritized real estate mortgage investment conduits |
RSU | | Restricted Share Unit |
SBA | | Small Business Administration |
SBF | | Small Business Finance Unit |
SEC | | Securities and Exchange Commission |
Single Family Shared-Loss Agreement | | A single-family loan shared-loss agreement entered into with the FDIC in connection with the FSB Acquisition |
TDR | | Troubled-debt restructuring |
UCBL | | United Capital Business Lending, Inc. |
UPB | | Unpaid principal balance |
VIEs | | Variable interest entities |
2010 Plan | | 2010 Omnibus Equity Incentive Plan |
2014 Plan | | 2014 Omnibus Equity Incentive Plan |
PART I - FINANCIAL INFORMATION
Item 1. Financial Statements
BANKUNITED, INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS - UNAUDITED
(In thousands, except share and per share data) |
| | | | | | | |
| June 30, 2016 | | December 31, 2015 |
ASSETS | |
| | |
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Cash and due from banks: | |
| | |
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Non-interest bearing | $ | 35,866 |
| | $ | 31,515 |
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Interest bearing | 98,336 |
| | 39,613 |
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Interest bearing deposits at Federal Reserve Bank | 221,946 |
| | 192,366 |
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Federal funds sold | 3,526 |
| | 4,006 |
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Cash and cash equivalents | 359,674 |
| | 267,500 |
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Investment securities available for sale, at fair value | 5,685,432 |
| | 4,859,539 |
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Investment securities held to maturity | 10,000 |
| | 10,000 |
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Non-marketable equity securities | 271,734 |
| | 219,997 |
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Loans held for sale | 32,582 |
| | 47,410 |
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Loans (including covered loans of $716,593 and $809,540) | 18,219,602 |
| | 16,636,603 |
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Allowance for loan and lease losses | (135,718 | ) | | (125,828 | ) |
Loans, net | 18,083,884 |
| | 16,510,775 |
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FDIC indemnification asset | 633,744 |
| | 739,880 |
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Bank owned life insurance | 235,596 |
| | 225,867 |
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Equipment under operating lease, net | 478,937 |
| | 483,518 |
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Deferred tax asset, net | 72,046 |
| | 105,577 |
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Goodwill and other intangible assets | 78,185 |
| | 78,330 |
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Other assets | 367,378 |
| | 335,074 |
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Total assets | $ | 26,309,192 |
| | $ | 23,883,467 |
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LIABILITIES AND STOCKHOLDERS’ EQUITY | |
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Liabilities: | |
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Demand deposits: | |
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Non-interest bearing | $ | 2,986,794 |
| | $ | 2,874,533 |
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Interest bearing | 1,429,028 |
| | 1,167,537 |
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Savings and money market | 8,319,729 |
| | 8,288,340 |
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Time | 5,496,502 |
| | 4,608,091 |
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Total deposits | 18,232,053 |
| | 16,938,501 |
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Federal Home Loan Bank advances | 4,943,903 |
| | 4,008,464 |
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Notes and other borrowings | 402,762 |
| | 402,545 |
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Other liabilities | 399,328 |
| | 290,059 |
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Total liabilities | 23,978,046 |
| | 21,639,569 |
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Commitments and contingencies |
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Stockholders' equity: | |
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Common stock, par value $0.01 per share, 400,000,000 shares authorized; 104,166,800 and 103,626,255 shares issued and outstanding | 1,042 |
| | 1,036 |
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Paid-in capital | 1,415,758 |
| | 1,406,786 |
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Retained earnings | 880,531 |
| | 813,894 |
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Accumulated other comprehensive income | 33,815 |
| | 22,182 |
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Total stockholders' equity | 2,331,146 |
| | 2,243,898 |
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Total liabilities and stockholders' equity | $ | 26,309,192 |
| | $ | 23,883,467 |
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The accompanying notes are an integral part of these consolidated financial statements.
1
BANKUNITED, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF INCOME - UNAUDITED
(In thousands, except per share data)
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| | | | | | | | | | | | | | | |
| Three Months Ended June 30, | | Six Months Ended June 30, |
| 2016 | | 2015 | | 2016 | | 2015 |
Interest income: | | | | | |
| | |
|
Loans | $ | 220,630 |
| | $ | 184,010 |
| | $ | 435,206 |
| | $ | 355,389 |
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Investment securities | 36,710 |
| | 26,284 |
| | 70,251 |
| | 54,504 |
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Other | 3,124 |
| | 2,340 |
| | 5,814 |
| | 4,623 |
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Total interest income | 260,464 |
| | 212,634 |
| | 511,271 |
| | 414,516 |
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Interest expense: | | | | | | | |
Deposits | 28,833 |
| | 21,855 |
| | 55,459 |
| | 41,859 |
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Borrowings | 17,321 |
| | 9,801 |
| | 34,661 |
| | 18,951 |
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Total interest expense | 46,154 |
| | 31,656 |
| | 90,120 |
| | 60,810 |
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Net interest income before provision for loan losses | 214,310 |
| | 180,978 |
| | 421,151 |
| | 353,706 |
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Provision for (recovery of) loan losses (including $57, $45, $(674) and $(406) for covered loans) | 14,333 |
| | 8,421 |
| | 18,041 |
| | 16,568 |
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Net interest income after provision for loan losses | 199,977 |
| | 172,557 |
| | 403,110 |
| | 337,138 |
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Non-interest income: | | | | | | | |
Income from resolution of covered assets, net | 9,545 |
| | 13,743 |
| | 17,543 |
| | 28,897 |
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Net loss on FDIC indemnification | (4,114 | ) | | (16,771 | ) | | (10,403 | ) | | (37,036 | ) |
Service charges and fees | 4,796 |
| | 4,492 |
| | 9,358 |
| | 8,943 |
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Gain (loss) on sale of loans, net (including gain (loss) related to covered loans of $(4,151), $7,417, $(4,863) and $17,423) | (903 | ) | | 8,223 |
| | 587 |
| | 18,389 |
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Gain on investment securities available for sale, net | 3,858 |
| | 1,128 |
| | 7,057 |
| | 3,150 |
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Lease financing | 10,974 |
| | 7,044 |
| | 21,574 |
| | 13,281 |
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Other non-interest income | 4,701 |
| | 3,199 |
| | 6,339 |
| | 6,175 |
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Total non-interest income | 28,857 |
| | 21,058 |
| | 52,055 |
| | 41,799 |
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Non-interest expense: | | | | | | | |
Employee compensation and benefits | 55,752 |
| | 51,845 |
| | 111,212 |
| | 101,324 |
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Occupancy and equipment | 18,784 |
| | 18,934 |
| | 37,775 |
| | 37,104 |
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Amortization of FDIC indemnification asset | 38,060 |
| | 26,460 |
| | 77,754 |
| | 48,465 |
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Deposit insurance expense | 4,231 |
| | 3,163 |
| | 7,923 |
| | 6,081 |
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Professional fees | 3,604 |
| | 2,680 |
| | 6,235 |
| | 5,978 |
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Telecommunications and data processing | 3,721 |
| | 3,345 |
| | 7,054 |
| | 6,816 |
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Depreciation of equipment under operating lease | 6,647 |
| | 4,073 |
| | 13,149 |
| | 7,511 |
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Other non-interest expense | 13,313 |
| | 12,948 |
| | 25,118 |
| | 24,313 |
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Total non-interest expense | 144,112 |
| | 123,448 |
| | 286,220 |
| | 237,592 |
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Income before income taxes | 84,722 |
| | 70,167 |
| | 168,945 |
| | 141,345 |
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Provision for income taxes | 27,997 |
| | 23,530 |
| | 57,346 |
| | 48,251 |
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Net income | $ | 56,725 |
| | $ | 46,637 |
| | $ | 111,599 |
| | $ | 93,094 |
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Earnings per common share, basic (see Note 2) | $ | 0.53 |
| | $ | 0.44 |
| | $ | 1.04 |
| | $ | 0.88 |
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Earnings per common share, diluted (see Note 2) | $ | 0.52 |
| | $ | 0.43 |
| | $ | 1.03 |
| | $ | 0.87 |
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Cash dividends declared per common share | $ | 0.21 |
| | $ | 0.21 |
| | $ | 0.42 |
| | $ | 0.42 |
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The accompanying notes are an integral part of these consolidated financial statements.
2
BANKUNITED, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME - UNAUDITED
(In thousands)
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| Three Months Ended June 30, | | Six Months Ended June 30, |
| 2016 | | 2015 | | 2016 | | 2015 |
| | | | | | | |
Net income | $ | 56,725 |
| | $ | 46,637 |
| | $ | 111,599 |
| | $ | 93,094 |
|
Other comprehensive income, net of tax: | | |
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| | | | |
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Unrealized gains on investment securities available for sale: | | |
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| | | | |
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Net unrealized holding gain (loss) arising during the period | 42,555 |
| | (11,142 | ) | | 50,274 |
| | 1,845 |
|
Reclassification adjustment for net securities gains realized in income | (2,334 | ) | | (683 | ) | | (4,270 | ) | | (1,906 | ) |
Net change in unrealized gains on securities available for sale | 40,221 |
| | (11,825 | ) | | 46,004 |
| | (61 | ) |
Unrealized losses on derivative instruments: | | |
|
| | | | |
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Net unrealized holding gain (loss) arising during the period | (14,638 | ) | | 9,640 |
| | (40,003 | ) | | (3,067 | ) |
Reclassification adjustment for net losses realized in income | 2,604 |
| | 3,891 |
| | 5,632 |
| | 7,910 |
|
Net change in unrealized losses on derivative instruments | (12,034 | ) | | 13,531 |
| | (34,371 | ) | | 4,843 |
|
Other comprehensive income | 28,187 |
| | 1,706 |
| | 11,633 |
| | 4,782 |
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Comprehensive income | $ | 84,912 |
| | $ | 48,343 |
| | $ | 123,232 |
| | $ | 97,876 |
|
The accompanying notes are an integral part of these consolidated financial statements.
3
BANKUNITED, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS - UNAUDITED
(In thousands)
|
| | | | | | | |
| Six Months Ended June 30, |
| 2016 | | 2015 |
Cash flows from operating activities: | |
| | |
|
Net income | $ | 111,599 |
| | $ | 93,094 |
|
Adjustments to reconcile net income to net cash provided by operating activities: | | | |
Amortization and accretion, net | (61,404 | ) | | (83,758 | ) |
Provision for loan losses | 18,041 |
| | 16,568 |
|
Income from resolution of covered assets, net | (17,543 | ) | | (28,897 | ) |
Net loss on FDIC indemnification | 10,403 |
| | 37,036 |
|
Gain on sale of loans, net | (587 | ) | | (18,389 | ) |
Increase in cash surrender value of bank owned life insurance | (2,029 | ) | | (1,877 | ) |
Gain on investment securities available for sale, net | (7,057 | ) | | (3,150 | ) |
Equity based compensation | 8,688 |
| | 7,224 |
|
Depreciation and amortization | 26,013 |
| | 19,477 |
|
Deferred income taxes | 25,936 |
| | 33,124 |
|
Proceeds from sale of loans held for sale | 89,537 |
| | 73,358 |
|
Loans originated for sale, net of repayments | (71,168 | ) | | (51,364 | ) |
Realized tax benefits from dividend equivalents and equity based compensation | (552 | ) | | (208 | ) |
Other: | | | |
Increase in other assets | (15,617 | ) | | (19,423 | ) |
Increase in other liabilities | 29,171 |
| | 3,433 |
|
Net cash provided by operating activities | 143,431 |
| | 76,248 |
|
| | | |
Cash flows from investing activities: | |
| | |
|
Net cash paid in business combination | — |
| | (277,553 | ) |
Purchase of investment securities | (1,529,380 | ) | | (1,071,655 | ) |
Proceeds from repayments and calls of investment securities available for sale | 283,318 |
| | 284,891 |
|
Proceeds from sale of investment securities available for sale | 494,185 |
| | 474,914 |
|
Purchase of non-marketable equity securities | (122,500 | ) | | (68,359 | ) |
Proceeds from redemption of non-marketable equity securities | 70,763 |
| | 56,963 |
|
Purchases of loans | (581,982 | ) | | (435,433 | ) |
Loan originations, repayments and resolutions, net | (945,908 | ) | | (1,227,595 | ) |
Proceeds from sale of loans, net | 83,490 |
| | 98,611 |
|
Decrease in FDIC indemnification asset for claims filed | 18,028 |
| | 29,079 |
|
Purchase of premises and equipment, net | (4,413 | ) | | (16,025 | ) |
Acquisition of equipment under operating lease, net | (8,568 | ) | | (111,136 | ) |
Proceeds from sale of OREO and repossessed assets | 10,554 |
| | 9,764 |
|
Other investing activities | (22,026 | ) | | (11,481 | ) |
Net cash used in investing activities | (2,254,439 | ) | | (2,265,015 | ) |
| | | (Continued) |
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The accompanying notes are an integral part of these consolidated financial statements.
4
BANKUNITED, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS - UNAUDITED (Continued)
(In thousands)
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| | | | | | | |
| Six Months Ended June 30, |
| 2016 | | 2015 |
Cash flows from financing activities: | |
| | |
|
Net increase in deposits | 1,293,552 |
| | 1,734,942 |
|
Additions to Federal Home Loan Bank advances | 10,215,000 |
| | 3,230,000 |
|
Repayments of Federal Home Loan Bank advances | (9,280,000 | ) | | (2,805,100 | ) |
Dividends paid | (44,860 | ) | | (44,288 | ) |
Realized tax benefits from dividend equivalents and equity based compensation | 552 |
| | 208 |
|
Exercise of stock options | 222 |
| | 33,151 |
|
Other financing activities | 18,716 |
| | 17,197 |
|
Net cash provided by financing activities | 2,203,182 |
| | 2,166,110 |
|
Net increase (decrease) in cash and cash equivalents | 92,174 |
| | (22,657 | ) |
Cash and cash equivalents, beginning of period | 267,500 |
| | 187,517 |
|
Cash and cash equivalents, end of period | $ | 359,674 |
| | $ | 164,860 |
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| | | |
Supplemental disclosure of cash flow information: | | | |
Interest paid | $ | 89,129 |
| | $ | 56,772 |
|
Income taxes paid, net | $ | 937 |
| | $ | 19,159 |
|
| | | |
Supplemental schedule of non-cash investing and financing activities: | | | |
Transfers from loans to other real estate owned and other repossessed assets | $ | 13,141 |
| | $ | 6,091 |
|
Dividends declared, not paid | $ | 22,482 |
| | $ | 22,338 |
|
Unsettled purchases of investment securities available for sale | $ | — |
| | $ | 25,249 |
|
The accompanying notes are an integral part of these consolidated financial statements.
5
BANKUNITED, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY - UNAUDITED
(In thousands, except share data)
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| | | | | | | | | | | | | | | | | | | | | | |
| Common Shares Outstanding | | Common Stock | | Paid-in Capital | | Retained Earnings | | Accumulated Other Comprehensive Income | | Total Stockholders’ Equity |
Balance at December 31, 2015 | 103,626,255 |
| | $ | 1,036 |
| | $ | 1,406,786 |
| | $ | 813,894 |
| | $ | 22,182 |
| | $ | 2,243,898 |
|
Comprehensive income | — |
| | — |
| | — |
| | 111,599 |
| | 11,633 |
| | 123,232 |
|
Dividends | — |
| | — |
| | — |
| | (44,962 | ) | | — |
| | (44,962 | ) |
Equity based compensation | 617,617 |
| | 7 |
| | 8,197 |
| | — |
| | — |
| | 8,204 |
|
Forfeiture of unvested shares | (87,072 | ) | | (1 | ) | | 1 |
| | — |
| | — |
| | — |
|
Exercise of stock options | 10,000 |
| | — |
| | 222 |
| | — |
| | — |
| | 222 |
|
Tax benefits from dividend equivalents and equity based compensation | — |
| | — |
| | 552 |
| | — |
| | — |
| | 552 |
|
Balance at June 30, 2016 | 104,166,800 |
| | $ | 1,042 |
| | $ | 1,415,758 |
| | $ | 880,531 |
| | $ | 33,815 |
| | $ | 2,331,146 |
|
| | | | | | | | | | | |
Balance at December 31, 2014 | 101,656,702 |
| | $ | 1,017 |
| | $ | 1,353,538 |
| | $ | 651,627 |
| | $ | 46,352 |
| | $ | 2,052,534 |
|
Comprehensive income | — |
| | — |
| | — |
| | 93,094 |
| | 4,782 |
| | 97,876 |
|
Dividends | — |
| | — |
| | — |
| | (44,658 | ) | | — |
| | (44,658 | ) |
Equity based compensation | 605,115 |
| | 6 |
| | 7,218 |
| | — |
| | — |
| | 7,224 |
|
Forfeiture of unvested shares | (35,240 | ) | | — |
| | — |
| | — |
| | — |
| | — |
|
Exercise of stock options | 1,249,335 |
| | 12 |
| | 33,139 |
| | — |
| | — |
| | 33,151 |
|
Tax benefits from dividend equivalents and equity based compensation | — |
| | — |
| | 208 |
| | — |
| | — |
| | 208 |
|
Balance at June 30, 2015 | 103,475,912 |
| | $ | 1,035 |
| | $ | 1,394,103 |
| | $ | 700,063 |
| | $ | 51,134 |
| | $ | 2,146,335 |
|
The accompanying notes are an integral part of these consolidated financial statements.
6
BANKUNITED, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - UNAUDITED
June 30, 2016
Note 1 Basis of Presentation and Summary of Significant Accounting Policies
BankUnited, Inc. is a national bank holding company with one wholly-owned subsidiary, BankUnited, collectively, the Company. BankUnited, a national banking association headquartered in Miami Lakes, Florida, provides a full range of banking and related services to individual and corporate customers through 95 branches located in 15 Florida counties and 6 banking centers located in the New York metropolitan area at June 30, 2016. The Bank also offers certain commercial lending and deposit products through national platforms.
In connection with the FSB Acquisition, BankUnited entered into two loss sharing agreements with the FDIC. The Loss Sharing Agreements consist of the Single Family Shared-Loss Agreement and the Commercial Shared-Loss Agreement. Assets covered by the Loss Sharing Agreements are referred to as covered assets or, in certain cases, covered loans. The Single Family Shared-Loss Agreement provides for FDIC loss sharing and the Bank’s reimbursement for recoveries to the FDIC through May 21, 2019 for single family residential loans and OREO. Loss sharing under the Commercial Shared-Loss Agreement terminated on May 21, 2014. The Commercial Shared-Loss Agreement continues to provide for the Bank’s reimbursement of recoveries to the FDIC through May 21, 2017 for all other covered assets, including commercial real estate, commercial and industrial and consumer loans, certain investment securities and commercial OREO. Gains realized on the sale of formerly covered investment securities are included in recoveries subject to reimbursement. Pursuant to the terms of the Loss Sharing Agreements, the covered assets are subject to a stated loss threshold whereby the FDIC will reimburse BankUnited for 80% of losses related to the covered assets up to $4.0 billion and 95% of losses in excess of this amount, beginning with the first dollar of loss incurred.
The accompanying unaudited consolidated financial statements have been prepared in accordance with generally accepted accounting principles for interim financial information and the instructions to Form 10-Q and Article 10 of Regulation S-X of the SEC. Accordingly, they do not include all of the information and footnotes required for a fair presentation of financial position, results of operations and cash flows in conformity with GAAP and should be read in conjunction with the Company’s consolidated financial statements and the notes thereto appearing in BKU’s Annual Report on Form 10-K for the year ended December 31, 2015 filed with the SEC. In the opinion of management, all adjustments, consisting of normal recurring adjustments, considered necessary for a fair presentation have been included. Operating results for the three and six months ended June 30, 2016 are not necessarily indicative of the results that may be expected in future periods.
Certain amounts presented for prior periods have been reclassified to conform to the current period presentation.
Accounting Estimates
In preparing the consolidated financial statements, management is required to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenues, and expenses and disclosures of contingent assets and liabilities. Actual results could differ significantly from these estimates.
Significant estimates include the ALLL, the amount and timing of expected cash flows from covered assets and the FDIC indemnification asset, and the fair values of investment securities and other financial instruments. Management has used information provided by third party valuation specialists to assist in the determination of the fair values of investment securities.
Loan Servicing Assets
Effective January 1, 2016, the Company made an irrevocable election to subsequently measure residential MSRs at fair value. Previously, residential MSRs were subsequently measured using the amortization method. This change had no impact on opening retained earnings at January 1, 2016.
Recent Accounting Pronouncements
In May 2014, the FASB issued ASU No. 2014-09, Revenue from Contracts with Customers (Topic 606), which will supersede the revenue recognition requirements in Topic 605, Revenue Recognition, and most industry-specific revenue recognition guidance throughout the Accounting Standards Codification. The amendments in this update affect any entity that either enters into contracts with customers to transfer goods or services or enters into contracts for the transfer of non-financial assets unless those contracts, including leases and insurance contracts, are within the scope of other standards. The amendments establish a core principle requiring the recognition of revenue to depict the transfer of goods or services to customers in an
BANKUNITED, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - UNAUDITED
June 30, 2016
amount reflecting the consideration to which the entity expects to be entitled in exchange for such goods or services. The amendments also require expanded disclosures concerning the nature, amount, timing and uncertainty of revenues and cash flows arising from contracts with customers. Financial instruments and lease contracts are generally outside the scope of the ASU. The FASB has issued subsequent ASUs to clarify certain aspects of ASU 2014-09, without changing the core principle of the guidance and to defer the effective date of ASU 2014-09 to annual periods and interim periods within fiscal years beginning after December 15, 2017. Management continues to evaluate the impact of adoption.
In January 2016, the FASB issued ASU No. 2016-01, Financial Instruments - Overall (Subtopic 825-10): Recognition and Measurement of Financial Assets and Financial Liabilities. The amendments in the ASU that are expected to be most applicable to the Company 1) require equity investments (except those accounted for under the equity method of accounting or those that result in consolidation of the investee) to be measured at fair value with changes in fair value recognized in net income, 2) eliminate the requirement to disclose the method(s) and significant assumptions used to estimate the fair value that is required to be disclosed for financial instruments measured at amortized cost on the balance sheet, and 3) require public business entities to use the exit price notion when measuring the fair value of financial instruments for disclosure purposes. The amendments in this ASU are effective for the Company for interim and annual periods in fiscal years beginning after December 15, 2017. Management has not completed its evaluation of the impact of adoption of this ASU.
In February 2016, the FASB issued ASU No. 2016-02, Leases (Topic 842). The amendments in this ASU require a lessee to recognize in the statement of financial position a liability to make lease payments and a right-of-use asset representing its right to use the underlying asset for lease terms longer than one year. Accounting for leases by a lessor will not be significantly impacted by this ASU. The amendments in this ASU are effective for the Company for interim and annual periods in fiscal years beginning after December 15, 2018. Management has not yet made an evaluation of the impact of adoption of this ASU.
In March 2016, the FASB issued ASU No. 2016-06, Derivatives and Hedging (Topic 815): Contingent Put and Call Options in Debt Instruments. The amendments in this ASU clarify the requirements for assessing whether contingent call (put) options that can accelerate the payment of principal on debt instruments are clearly and closely related to their debt hosts. A company performing the assessment under these amendments is required to assess the embedded call (put) options solely in accordance with a four-step decision sequence, without consideration of whether the contingency is related to interest rates or credit risks. The amendments in this ASU are effective for the Company for interim and annual periods in fiscal years beginning after December 15, 2016 and will be applied on a modified retrospective basis. While management does not currently expect adoption to have a material impact on the Company's consolidated financial position, results of operations or cash flows, management has not completed its evaluation of the impact of adoption of this ASU.
In March 2016, the FASB issued ASU No. 2016-09, Compensation - Stock Compensation (Topic 718): Improvements to Employee Share-Based Payment Accounting. The amendments in this ASU simplify several aspects of the accounting for share-based payment transactions. The amendments provide, among other items, that a) excess tax benefits and deficiencies be recognized as income tax expense or benefit in the income statement, as opposed to additional paid-in-capital; b) excess tax benefits and deficiencies be classified with other income tax cash flows as an operating activity in the statement of cash flows; and c) an entity may make an entity-wide election to either estimate the number of awards that are expected to vest or account for forfeitures as they occur. The amendments in this ASU are effective for the Company for interim and annual periods in fiscal years beginning after December 15, 2016. Management is currently evaluating the impact of this ASU on the financial statements and related disclosures, including the alternative methods of adoption. The adoption is not expected to materially impact the Company's consolidated financial position, results of operations, or cash flows.
In June 2016, the FASB issued ASU No. 2016-13, Financial Instruments - Credit Losses (Topic 326). The ASU introduces new guidance for the accounting for credit losses on certain types of financial instruments. The ASU also modifies the impairment model for available for sale securities. The ASU introduces the CECL model which applies to financial assets subject to credit losses and measured at amortized cost, as well as certain off-balance sheet credit exposures. This includes loans, loan commitments and held-to-maturity debt securities. The CECL model requires an entity to estimate credit losses expected over the life of an exposure, considering historical, current and forecast information. The ASU amends the current OTTI model for debt securities and requires an estimate of expected credit losses only when the fair value of an available for sale debt security is below its amortized cost. Credit losses on available for sale debt securities will be limited to the difference between the security's amortized cost basis and its fair value. The ASU also provides for a simplified accounting model for purchased financial assets with more than insignificant credit deterioration since their origination. The amendments in this ASU are effective for the Company for interim and annual periods in fiscal years beginning after December 15, 2019. Management has not yet made an evaluation of the impact of adoption of this ASU.
BANKUNITED, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - UNAUDITED
June 30, 2016
Note 2 Earnings Per Common Share
The computation of basic and diluted earnings per common share is presented below for the periods indicated (in thousands, except share and per share data):
|
| | | | | | | | | | | | | | | |
| Three Months Ended June 30, | | Six Months Ended June 30, |
c | 2016 | | 2015 | | 2016 |
| 2015 |
Basic earnings per common share: | | | | | |
| | |
Numerator: | | | | | |
| | |
Net income | $ | 56,725 |
| | $ | 46,637 |
| | $ | 111,599 |
| | $ | 93,094 |
|
Distributed and undistributed earnings allocated to participating securities | (2,282 | ) | | (1,810 | ) | | (4,490 | ) | | (3,582 | ) |
Income allocated to common stockholders for basic earnings per common share | $ | 54,443 |
| | $ | 44,827 |
| | $ | 107,109 |
| | $ | 89,512 |
|
Denominator: | | | | | | | |
Weighted average common shares outstanding | 104,160,894 |
| | 103,444,183 |
| | 104,039,977 |
| | 102,841,376 |
|
Less average unvested stock awards | (1,193,517 | ) | | (1,174,496 | ) | | (1,173,213 | ) | | (1,094,366 | ) |
Weighted average shares for basic earnings per common share | 102,967,377 |
| | 102,269,687 |
| | 102,866,764 |
| | 101,747,010 |
|
Basic earnings per common share | $ | 0.53 |
| | $ | 0.44 |
| | $ | 1.04 |
| | $ | 0.88 |
|
Diluted earnings per common share: | | | | | | | |
Numerator: | | | | | | | |
Income allocated to common stockholders for basic earnings per common share | $ | 54,443 |
| | $ | 44,827 |
| | $ | 107,109 |
| | $ | 89,512 |
|
Adjustment for earnings reallocated from participating securities | (81 | ) | | 5 |
| | (182 | ) | | 10 |
|
Income used in calculating diluted earnings per common share | $ | 54,362 |
| | $ | 44,832 |
| | $ | 106,927 |
| | $ | 89,522 |
|
Denominator: | | |
|
| | | | |
Weighted average shares for basic earnings per common share | 102,967,377 |
| | 102,269,687 |
| | 102,866,764 |
| | 101,747,010 |
|
Dilutive effect of stock options | 764,435 |
| | 863,380 |
| | 771,592 |
| | 763,202 |
|
Weighted average shares for diluted earnings per common share | 103,731,812 |
| | 103,133,067 |
| | 103,638,356 |
| | 102,510,212 |
|
Diluted earnings per common share | $ | 0.52 |
| | $ | 0.43 |
| | $ | 1.03 |
| | $ | 0.87 |
|
Included in participating securities above are unvested shares and 3,023,314 dividend equivalent rights outstanding at June 30, 2016 that were issued in conjunction with the IPO of the Company's common stock. These dividend equivalent rights expire in 2021 and participate in dividends on a one-for-one basis.
The following potentially dilutive securities were outstanding at June 30, 2016 and 2015, but excluded from the calculation of diluted earnings per common share for the periods indicated because their inclusion would have been anti-dilutive:
|
| | | | | | | | | | | |
| Three Months Ended June 30, | | Six Months Ended June 30, |
| 2016 | | 2015 | | 2016 | | 2015 |
Unvested shares | 1,328,003 |
| | 1,202,969 |
| | 1,328,003 |
| | 1,202,969 |
|
Stock options and warrants | 1,851,376 |
| | 1,851,376 |
| | 1,851,376 |
| | 1,851,376 |
|
BANKUNITED, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - UNAUDITED
June 30, 2016
Note 3 Investment Securities
Investment securities available for sale consisted of the following at the dates indicated (in thousands):
|
| | | | | | | | | | | | | | | |
| June 30, 2016 |
| Amortized Cost | | Gross Unrealized | | Fair Value |
| | Gains | | Losses | |
U.S. Treasury securities | $ | 4,998 |
| | $ | 19 |
| | $ | — |
| | $ | 5,017 |
|
U.S. Government agency and sponsored enterprise residential MBS | 1,290,739 |
| | 21,296 |
| | (1,326 | ) | | 1,310,709 |
|
U.S. Government agency and sponsored enterprise commercial MBS | 113,057 |
| | 3,844 |
| | (18 | ) | | 116,883 |
|
Re-Remics | 60,857 |
| | 937 |
| | (19 | ) | | 61,775 |
|
Private label residential MBS and CMOs | 469,078 |
| | 49,037 |
| | (357 | ) | | 517,758 |
|
Private label commercial MBS | 1,365,610 |
| | 19,368 |
| | (4,095 | ) | | 1,380,883 |
|
Single family rental real estate-backed securities | 807,331 |
| | 5,166 |
| | (4,835 | ) | | 807,662 |
|
Collateralized loan obligations | 309,647 |
| | 36 |
| | (2,764 | ) | | 306,919 |
|
Non-mortgage asset-backed securities | 171,995 |
| | 3,550 |
| | — |
| | 175,545 |
|
Preferred stocks | 66,297 |
| | 9,884 |
| | — |
| | 76,181 |
|
State and municipal obligations | 496,250 |
| | 38,414 |
| | — |
| | 534,664 |
|
SBA securities | 381,351 |
| | 3,223 |
| | (880 | ) | | 383,694 |
|
Other debt securities | 3,928 |
| | 3,814 |
| | — |
| | 7,742 |
|
| $ | 5,541,138 |
| | $ | 158,588 |
| | $ | (14,294 | ) | | $ | 5,685,432 |
|
|
| | | | | | | | | | | | | | | |
| December 31, 2015 |
| Amortized Cost | | Gross Unrealized | | Fair Value |
| | Gains | | Losses | |
U.S. Treasury securities | $ | 4,997 |
| | $ | — |
| | $ | — |
| | $ | 4,997 |
|
U.S. Government agency and sponsored enterprise residential MBS | 1,167,197 |
| | 15,376 |
| | (4,255 | ) | | 1,178,318 |
|
U.S. Government agency and sponsored enterprise commercial MBS | 95,997 |
| | 944 |
| | (127 | ) | | 96,814 |
|
Re-Remics | 88,658 |
| | 1,138 |
| | (105 | ) | | 89,691 |
|
Private label residential MBS and CMOs | 502,723 |
| | 44,822 |
| | (2,933 | ) | | 544,612 |
|
Private label commercial MBS | 1,219,355 |
| | 5,533 |
| | (6,148 | ) | | 1,218,740 |
|
Single family rental real estate-backed securities | 646,156 |
| | 284 |
| | (9,735 | ) | | 636,705 |
|
Collateralized loan obligations | 309,615 |
| | — |
| | (2,738 | ) | | 306,877 |
|
Non-mortgage asset-backed securities | 54,981 |
| | 1,519 |
| | — |
| | 56,500 |
|
Preferred stocks | 75,742 |
| | 7,467 |
| | — |
| | 83,209 |
|
State and municipal obligations | 351,456 |
| | 10,297 |
| | — |
| | 361,753 |
|
SBA securities | 270,553 |
| | 3,343 |
| | (560 | ) | | 273,336 |
|
Other debt securities | 3,854 |
| | 4,133 |
| | — |
| | 7,987 |
|
| $ | 4,791,284 |
| | $ | 94,856 |
| | $ | (26,601 | ) | | $ | 4,859,539 |
|
Investment securities held to maturity at June 30, 2016 and December 31, 2015 consisted of one State of Israel bond with a carrying value of $10 million. Fair value approximated carrying value at June 30, 2016 and December 31, 2015. The bond matures in 2024.
BANKUNITED, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - UNAUDITED
June 30, 2016
At June 30, 2016, contractual maturities of investment securities available for sale, adjusted for anticipated prepayments of mortgage-backed and other pass-through securities, were as follows (in thousands):
|
| | | | | | | |
| Amortized Cost | | Fair Value |
Due in one year or less | $ | 471,043 |
| | $ | 485,318 |
|
Due after one year through five years | 2,793,194 |
| | 2,825,645 |
|
Due after five years through ten years | 1,863,069 |
| | 1,933,619 |
|
Due after ten years | 347,535 |
| | 364,669 |
|
Preferred stocks with no stated maturity | 66,297 |
| | 76,181 |
|
| $ | 5,541,138 |
| | $ | 5,685,432 |
|
Based on the Company’s proprietary assumptions, the estimated weighted average life of the investment portfolio as of June 30, 2016 was 4.9 years. The effective duration of the investment portfolio as of June 30, 2016 was 1.8 years. The model results are based on assumptions that may differ from actual results.
The carrying value of securities pledged as collateral for FHLB advances, public deposits, interest rate swaps and to secure borrowing capacity at the FRB totaled $2.2 billion and $1.5 billion at June 30, 2016 and December 31, 2015, respectively.
The following table provides information about gains and losses on investment securities available for sale for the periods indicated (in thousands):
|
| | | | | | | | | | | | | | | |
| Three Months Ended June 30, | | Six Months Ended June 30, |
| 2016 | | 2015 | | 2016 | | 2015 |
Proceeds from sale of investment securities available for sale | $ | 272,838 |
|
| $ | 139,997 |
| | $ | 494,185 |
| | $ | 474,914 |
|
| | | | | | | |
Gross realized gains | $ | 3,858 |
| | $ | 1,128 |
| | $ | 7,057 |
| | $ | 3,625 |
|
Gross realized losses | — |
| | — |
| | — |
| | (475 | ) |
Gain on investment securities available for sale, net | $ | 3,858 |
| | $ | 1,128 |
| | $ | 7,057 |
| | $ | 3,150 |
|
BANKUNITED, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - UNAUDITED
June 30, 2016
The following tables present the aggregate fair value and the aggregate amount by which amortized cost exceeded fair value for investment securities in unrealized loss positions, aggregated by investment category and length of time that individual securities had been in continuous unrealized loss positions at the dates indicated (in thousands):
|
| | | | | | | | | | | | | | | | | | | | | | | |
| June 30, 2016 |
| Less than 12 Months | | 12 Months or Greater | | Total |
| Fair Value | | Unrealized Losses | | Fair Value | | Unrealized Losses | | Fair Value | | Unrealized Losses |
U.S. Government agency and sponsored enterprise residential MBS | $ | 261,403 |
| | $ | (1,053 | ) | | $ | 9,315 |
| | $ | (273 | ) | | $ | 270,718 |
| | $ | (1,326 | ) |
U.S. Government agency and sponsored enterprise commercial MBS | 36,307 |
| | (18 | ) | | — |
| | — |
| | 36,307 |
| | (18 | ) |
Re-Remics | 3,042 |
| | (19 | ) | | — |
| | — |
| | 3,042 |
| | (19 | ) |
Private label residential MBS and CMOs | 99,240 |
| | (264 | ) | | 9,372 |
| | (93 | ) | | 108,612 |
| | (357 | ) |
Private label commercial MBS | 257,005 |
| | (2,125 | ) | | 208,465 |
| | (1,970 | ) | | 465,470 |
| | (4,095 | ) |
Single family rental real estate-backed securities | 286,213 |
| | (1,598 | ) | | 212,861 |
| | (3,237 | ) | | 499,074 |
| | (4,835 | ) |
Collateralized loan obligations | 242,434 |
| | (2,214 | ) | | 49,450 |
| | (550 | ) | | 291,884 |
| | (2,764 | ) |
SBA securities | 57,772 |
| | (880 | ) | | — |
| | — |
| | 57,772 |
| | (880 | ) |
| $ | 1,243,416 |
| | $ | (8,171 | ) | | $ | 489,463 |
| | $ | (6,123 | ) | | $ | 1,732,879 |
| | $ | (14,294 | ) |
|
| | | | | | | | | | | | | | | | | | | | | | | |
| December 31, 2015 |
| Less than 12 Months | | 12 Months or Greater | | Total |
| Fair Value | | Unrealized Losses | | Fair Value | | Unrealized Losses | | Fair Value | | Unrealized Losses |
U.S. Government agency and sponsored enterprise residential MBS | $ | 321,143 |
| | $ | (3,065 | ) | | $ | 54,290 |
| | $ | (1,190 | ) | | $ | 375,433 |
| | $ | (4,255 | ) |
U.S. Government agency and sponsored enterprise commercial MBS | 5,273 |
| | (127 | ) | | — |
| | — |
| | 5,273 |
| | (127 | ) |
Re-Remics | 20,421 |
| | (105 | ) | | — |
| | — |
| | 20,421 |
| | (105 | ) |
Private label residential MBS and CMOs | 289,312 |
| | (2,401 | ) | | 16,342 |
| | (532 | ) | | 305,654 |
| | (2,933 | ) |
Private label commercial MBS | 739,376 |
| | (4,476 | ) | | 106,280 |
| | (1,672 | ) | | 845,656 |
| | (6,148 | ) |
Single family rental real estate-backed securities | 381,033 |
| | (4,499 | ) | | 212,491 |
| | (5,236 | ) | | 593,524 |
| | (9,735 | ) |
Collateralized loan obligations | 257,442 |
| | (2,173 | ) | | 49,435 |
| | (565 | ) | | 306,877 |
| | (2,738 | ) |
SBA securities | 41,996 |
| | (543 | ) | | 868 |
| | (17 | ) | | 42,864 |
| | (560 | ) |
| $ | 2,055,996 |
| | $ | (17,389 | ) | | $ | 439,706 |
| | $ | (9,212 | ) | | $ | 2,495,702 |
| | $ | (26,601 | ) |
The Company monitors its investment securities available for sale for OTTI on an individual security basis. No securities were determined to be other-than-temporarily impaired during the six months ended June 30, 2016 or 2015. The Company does not intend to sell securities that are in significant unrealized loss positions and it is not more likely than not that the Company will be required to sell these securities before recovery of the amortized cost basis, which may be at maturity. At June 30, 2016, 62 securities were in unrealized loss positions. The amount of impairment related to 15 of these securities was considered insignificant, totaling approximately $188 thousand and no further analysis with respect to these securities was considered
BANKUNITED, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - UNAUDITED
June 30, 2016
necessary. The basis for concluding that impairment of the remaining securities was not other-than-temporary is further described below:
U.S. Government agency and sponsored enterprise residential MBS
At June 30, 2016, eight U.S. Government agency and sponsored enterprise residential MBS were in unrealized loss positions. The substantial majority of the securities had been in unrealized loss positions for nine months or less and the amount of impairment was 1% or less of amortized cost. The timely payment of principal and interest on these securities is explicitly or implicitly guaranteed by the U.S. Government. Given the generally limited severity and duration of impairment and the expectation of timely payment of principal and interest, the impairments were considered to be temporary.
Private label residential MBS and CMOs
At June 30, 2016, five private label residential MBS were in unrealized loss positions. The amount of impairment of each of the individual securities was 3% or less of amortized cost. These securities were assessed for OTTI using credit and prepayment behavioral models that incorporate CUSIP level constant default rates, voluntary prepayment rates and loss severity and delinquency assumptions. The results of these assessments were not indicative of credit losses that would result in the Company recovering less than its amortized cost basis related to any of these securities as of June 30, 2016. Given the limited severity of impairment and the expectation of timely recovery of outstanding principal, the impairments were considered to be temporary.
Private label commercial MBS:
At June 30, 2016, 12 private label commercial MBS were in unrealized loss positions. The unrealized losses were primarily attributable to widening credit spreads and, for certain securities, the assumed exercise of extension options, lengthening spread duration. These securities were assessed for OTTI using credit and prepayment behavioral models incorporating assumptions consistent with the collateral characteristics of each security. The results of this analysis were not indicative of expected credit losses. Each of the securities has greater than 30% current credit enhancement. Given the expectation of timely recovery of outstanding principal, the impairments were considered to be temporary.
Single family rental real estate-backed securities:
At June 30, 2016, 14 single family rental real estate-backed securities were in unrealized loss positions. The unrealized losses were primarily due to widening credit spreads, leading to increased extension risk. The amount of impairment of each of the individual securities was 2% or less of amortized cost. Management's analysis of the credit characteristics, including loan-to-value and debt service coverage ratios, and levels of subordination for each of the securities is not indicative of projected credit losses. Given the limited severity of impairment and the absence of projected credit losses, the impairments were considered to be temporary.
Collateralized loan obligations:
At June 30, 2016, five collateralized loan obligations were in unrealized loss positions, due to widening credit spreads subsequent to acquisition. The amount of impairment of each of the individual securities was less than 2% of amortized cost. Given the limited severity of impairment, levels of subordination and the results of independent analyses of the credit quality of loans underlying the securities, the impairments were considered to be temporary.
SBA securities:
At June 30, 2016, three SBA securities were in unrealized loss positions. The majority of impairment related to one security and was less than 4% of amortized cost. This security was purchased at a premium and the impairment was attributable primarily to increased prepayment speeds. The timely payment of principal and interest on these securities is guaranteed by this U.S. Government agency. Given the limited severity of impairment and the expectation of timely payment of principal and interest, the impairments were considered to be temporary.
BANKUNITED, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - UNAUDITED
June 30, 2016
Note 4 Loans and Allowance for Loan and Lease Losses
The Company segregates its loan portfolio between covered and non-covered loans. Non-covered loans include those originated or purchased since the FSB Acquisition ("new loans") and loans acquired in the FSB Acquisition for which loss share coverage has terminated. Loans acquired in the FSB Acquisition are further segregated between ACI loans and non-ACI loans.
Loans consisted of the following at the dates indicated (dollars in thousands):
|
| | | | | | | | | | | | | | | | | | | | | | |
| June 30, 2016 |
| Non-Covered Loans | | Covered Loans | | | | Percent of Total |
| New Loans | | ACI | | ACI | | Non-ACI | | Total | |
Residential: | |
| | |
| | |
| | |
| | |
| | |
|
1-4 single family residential | $ | 3,153,822 |
| | $ | — |
| | $ | 622,306 |
| | $ | 40,482 |
| | $ | 3,816,610 |
| | 21.0 | % |
Home equity loans and lines of credit | 1,172 |
| | — |
| | 3,510 |
| | 57,174 |
| | 61,856 |
| | 0.3 | % |
| 3,154,994 |
| | — |
| | 625,816 |
| | 97,656 |
| | 3,878,466 |
| | 21.3 | % |
Commercial: | | | | | | | | | | | |
Multi-family | 3,675,945 |
| | 24,577 |
| | — |
| | — |
| | 3,700,522 |
| | 20.3 | % |
Commercial real estate | | | | | | | | | | | |
Owner occupied | 1,582,084 |
| | 9,638 |
| | — |
| | — |
| | 1,591,722 |
| | 8.8 | % |
Non-owner occupied | 3,439,888 |
| | 13,981 |
| | — |
| | — |
| | 3,453,869 |
| | 19.0 | % |
Construction and land | 400,231 |
| | — |
| | — |
| | — |
| | 400,231 |
| | 2.2 | % |
Commercial and industrial | 2,981,955 |
| | 1,031 |
| | — |
| | — |
| | 2,982,986 |
| | 16.4 | % |
Commercial lending subsidiaries | 2,139,795 |
| | — |
| | — |
| | — |
| | 2,139,795 |
| | 11.8 | % |
| 14,219,898 |
| | 49,227 |
| | — |
| | — |
| | 14,269,125 |
| | 78.5 | % |
Consumer | 31,587 |
| | 8 |
| | — |
| | — |
| | 31,595 |
| | 0.2 | % |
Total loans | 17,406,479 |
| | 49,235 |
| | 625,816 |
| | 97,656 |
| | 18,179,186 |
| | 100.0 | % |
Premiums, discounts and deferred fees and costs, net | 47,295 |
| | — |
| | — |
| | (6,879 | ) | | 40,416 |
| | |
Loans including premiums, discounts and deferred fees and costs | 17,453,774 |
| | 49,235 |
| | 625,816 |
| | 90,777 |
| | 18,219,602 |
| | |
Allowance for loan and lease losses | (132,265 | ) | | — |
| | — |
| | (3,453 | ) | | (135,718 | ) | | |
Loans, net | $ | 17,321,509 |
| | $ | 49,235 |
| | $ | 625,816 |
| | $ | 87,324 |
| | $ | 18,083,884 |
| | |
BANKUNITED, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - UNAUDITED
June 30, 2016
|
| | | | | | | | | | | | | | | | | | | | | | |
| December 31, 2015 |
| Non-Covered Loans | | Covered Loans | | | | Percent of Total |
| New Loans | | ACI | | ACI | | Non-ACI | | Total | |
Residential: | |
| | |
| | |
| | |
| | |
| | |
|
1-4 single family residential | $ | 2,883,470 |
| | $ | — |
| | $ | 699,039 |
| | $ | 46,110 |
| | $ | 3,628,619 |
| | 21.9 | % |
Home equity loans and lines of credit | 806 |
| | — |
| | 4,831 |
| | 67,493 |
| | 73,130 |
| | 0.4 | % |
| 2,884,276 |
| | — |
| | 703,870 |
| | 113,603 |
| | 3,701,749 |
| | 22.3 | % |
Commercial: | | | | | | | | | | | |
Multi-family | 3,447,526 |
| | 24,636 |
| | — |
| | — |
| | 3,472,162 |
| | 20.9 | % |
Commercial real estate | | | | | | | | | | | |
Owner occupied | 1,338,184 |
| | 16,567 |
| | — |
| | — |
| | 1,354,751 |
| | 8.2 | % |
Non-owner occupied | 2,885,226 |
| | 25,101 |
| | — |
| | — |
| | 2,910,327 |
| | 17.5 | % |
Construction and land | 347,676 |
| | — |
| | — |
| | — |
| | 347,676 |
| | 2.1 | % |
Commercial and industrial | 2,769,813 |
| | 1,062 |
| | — |
| | — |
| | 2,770,875 |
| | 16.7 | % |
Commercial lending subsidiaries | 2,003,984 |
| | — |
| | — |
| | — |
| | 2,003,984 |
| | 12.1 | % |
| 12,792,409 |
| | 67,366 |
| | — |
| | — |
| | 12,859,775 |
| | 77.5 | % |
Consumer | 35,173 |
| | 10 |
| | — |
| | — |
| | 35,183 |
| | 0.2 | % |
Total loans | 15,711,858 |
| | 67,376 |
| | 703,870 |
| | 113,603 |
| | 16,596,707 |
| | 100.0 | % |
Premiums, discounts and deferred fees and costs, net | 47,829 |
| | — |
| | — |
| | (7,933 | ) | | 39,896 |
| | |
Loans including premiums, discounts and deferred fees and costs | 15,759,687 |
| | 67,376 |
| | 703,870 |
| | 105,670 |
| | 16,636,603 |
| | |
Allowance for loan and lease losses | (120,960 | ) | | — |
| | — |
| | (4,868 | ) | | (125,828 | ) | | |
Loans, net | $ | 15,638,727 |
| | $ | 67,376 |
| | $ | 703,870 |
| | $ | 100,802 |
| | $ | 16,510,775 |
| | |
Through two subsidiaries, the Bank provides commercial and municipal equipment financing utilizing both loan and lease structures. At June 30, 2016 and December 31, 2015, the commercial lending subsidiaries portfolio included a net investment in direct financing leases of $556 million and $472 million, respectively.
During the three and six months ended June 30, 2016 and 2015, the Company purchased 1-4 single family residential loans totaling $328 million, $582 million, $266 million and $435 million, respectively.
At June 30, 2016, the Company had pledged real estate loans with UPB of approximately $9.0 billion and recorded investment of approximately $8.1 billion as security for FHLB advances.
At June 30, 2016 and December 31, 2015, the UPB of ACI loans was $1.8 billion and $2.0 billion, respectively. The accretable yield on ACI loans represents the amount by which undiscounted expected future cash flows exceed recorded investment. Changes in the accretable yield on ACI loans for the six months ended June 30, 2016 and the year ended December 31, 2015 were as follows (in thousands):
|
| | | |
Balance at December 31, 2014 | $ | 1,005,312 |
|
Reclassifications from non-accretable difference | 192,291 |
|
Accretion | (295,038 | ) |
Balance at December 31, 2015 | 902,565 |
|
Reclassifications from non-accretable difference | 54,275 |
|
Accretion | (153,440 | ) |
Balance at June 30, 2016 | $ | 803,400 |
|
BANKUNITED, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - UNAUDITED
June 30, 2016
Covered loan sales
During the periods indicated, the Company sold covered residential loans to third parties on a non-recourse basis. The following table summarizes the impact of these transactions (in thousands):
|
| | | | | | | | | | | | | | | |
| Three Months Ended June 30, | | Six Months Ended June 30, |
| 2016 | | 2015 | | 2016 | | 2015 |
UPB of loans sold | $ | 58,699 |
| | $ | 62,708 |
| | $ | 115,552 |
| | $ | 118,121 |
|
| | | | | | | |
Cash proceeds, net of transaction costs | $ | 40,954 |
| | $ | 50,916 |
| | $ | 83,490 |
| | $ | 98,611 |
|
Recorded investment in loans sold | 45,105 |
| | 43,499 |
| | 88,353 |
| | 81,188 |
|
Gain (loss) on sale of covered loans, net | $ | (4,151 | ) | | $ | 7,417 |
| | $ | (4,863 | ) | | $ | 17,423 |
|
| | | | | | | |
Gain (loss) on FDIC indemnification, net | $ | 3,363 |
| | $ | (5,928 | ) | | $ | 3,932 |
| | $ | (14,046 | ) |
Allowance for loan and lease losses
Activity in the ALLL is summarized as follows for the periods indicated (in thousands):
|
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Three Months Ended June 30, |
| 2016 | | 2015 |
| Residential | | Commercial | | Consumer | | Total | | Residential | | Commercial | | Consumer | | Total |
Beginning balance | $ | 13,594 |
| | $ | 111,816 |
| | $ | 234 |
| | $ | 125,644 |
| | $ | 13,202 |
| | $ | 86,446 |
| | $ | 188 |
| | $ | 99,836 |
|
Provision for (recovery of) loan losses: | | | | | | | | | | | | | | | |
Non-ACI loans | 67 |
| | (10 | ) | | — |
| | 57 |
| | 62 |
| | (17 | ) | | — |
| | 45 |
|
New loans | (876 | ) | | 15,267 |
| | (115 | ) | | 14,276 |
| | 781 |
| | 7,604 |
| | (9 | ) | | 8,376 |
|
Total provision | (809 | ) | | 15,257 |
| | (115 | ) | | 14,333 |
| | 843 |
| | 7,587 |
| | (9 | ) | | 8,421 |
|
Charge-offs: | | | | | | | | | | | | | | | |
Non-ACI loans | (501 | ) | | — |
| | — |
| | (501 | ) | | (630 | ) | | — |
| | — |
| | (630 | ) |
New loans | — |
| | (5,325 | ) | | — |
| | (5,325 | ) | | — |
| | (884 | ) | | — |
| | (884 | ) |
Total charge-offs | (501 | ) | | |