UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C., 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934
Date of Report (Date of Earliest Event Reported)
July 24, 2015
CITY HOLDING COMPANY
(Exact Name of Registrant as Specified in its Charter)
Commission File Number: 0-11733
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| |
West Virginia | 55-0619957 |
(State or Other Jurisdiction of | (I.R.S. Employer |
Incorporation or Organization) | Identification No.) |
25 Gatewater Road, Cross Lanes, WV 25313
(Address of Principal Executive Offices, Including Zip Code)
304-769-1100
(Registrant’s Telephone Number, Including Area Code)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
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¨ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
¨ | Soliciting material pursuant to Rule 14a-12(b) under the Exchange Act (17 CFR 240.14a-12(b)) |
¨ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
¨ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17CFR240.13e-4(c)) |
Section 2 - Financial Information
Item 2.02 Results of Operations and Financial Condition.
On July 23, 2015, City Holding Company (“the Company”) issued a news release, attached as Exhibit 99.1, announcing the Company’s earnings results for the second quarter ended June 30, 2015. Furnished as Exhibit 99.1 and incorporated herein by reference is the news release issued by the Company.
Section 9 - Financial Statements and Exhibits
Item 9.01 Financial Statements and Exhibits.
(c) Exhibits
99.1 News Release issued July 23, 2015
Signatures
Pursuant to the requirements of the Securities and Exchange Act of 1934, the Registrant has duly caused this Report to be signed on its behalf by the Undersigned hereunto duly authorized.
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| City Holding Company |
| |
| |
By: | /s/ David L. Bumgarner |
| David L. Bumgarner |
| Chief Financial Officer |
Date: July 24, 2015
NEWS RELEASE
For Immediate Release
July 23, 2015
For Further Information Contact:
Charles R. Hageboeck, President and Chief Executive Officer
(304) 769-1102
City Holding Company Announces Second Quarter Results
Charleston, West Virginia - City Holding Company, “the Company” (NASDAQ:CHCO), a $3.5 billion bank holding company headquartered in Charleston, today announced second quarter net income per diluted share of $0.78 and net income of $12.0 million. For the second quarter of 2015, the Company achieved a return on assets of 1.34%, a return on tangible equity of 14.1%, a net interest margin of 3.82%, and an efficiency ratio of 54.8%. For the six months ended June 30, 2015, the Company achieved net income of $30.0 million, a return on assets of 1.69%, a return on tangible equity of 17.8%, a net interest margin of 3.90%, and an efficiency ratio of 54.5%.
Net Interest Income
The Company’s tax equivalent net interest income declined $0.6 million, or 2.1%, from $29.5 million during the first quarter of 2015 to $28.9 million during the second quarter of 2015. This is primarily due to the anticipated decrease in accretion related to earlier acquisitions of Virginia Savings and Community Bank ($1.6 million for quarter ended June 30, 2015 compared to $2.5 million for the quarter ended March 31, 2015). The Company’s reported net interest margin decreased from 3.99% for the first quarter of 2015 to 3.82% for the second quarter of 2015. Excluding the favorable impact of the accretion from the fair value adjustments, the net interest margin would have been 3.60% for the quarter ended June 30, 2015 and 3.66% for the quarter ended March 31, 2015. An important factor in this decrease is that City continues to originate a significant portion of its commercial loans based on WSJ Prime or LIBOR. In addition, the Company has elected to keep fixed rate investment security balances at approximately 10% of total assets and allow cash balances to increase. By taking these measures, the Company believes that it has positioned its balance sheet to benefit from a rising rate environment.
Credit Quality - Asset Quality Continues to Improve
The Company’s ratio of nonperforming assets to total loans and other real estate owned improved from 0.96% at March 31, 2015 to 0.84% at June 30, 2015. Excluded from this ratio are purchased credit-impaired loans in which the Company estimated cash flows and estimated a credit mark. These loans are considered performing loans provided that the loan is performing in accordance with the estimated expectations. Such loans would be considered nonperforming loans if the loan’s performance deteriorates below the initial expectations. Total past due loans declined from $10.2 million, or 0.39% of total loans outstanding, at March 31, 2015 to $9.6 million, or 0.36% of total loans outstanding, at June 30, 2015. Acquired past due loans represent approximately 37% of total past due loans at June 30, 2015 and have declined $12.9 million, or 78.5%, since March 31, 2013.
As a result of the Company’s quarterly analysis of the adequacy of the Allowance for Loan Losses (“ALLL”), the Company recorded a provision for loan losses of $2.8 million in the second quarter of
2015, compared to $0.4 for the comparable period in 2014 and $0.9 million for the first quarter of 2015. The provision for loan losses recorded in the second quarter of 2015 reflects difficulties encountered by a certain commercial borrower of the Company engaged in the mining and energy sectors (per the North American Industry Classification System (NAICS)) during the quarter and a charge-off related to a specific credit of said borrower. In addition, as a result of this loss, the historical loss rates used to compute the allowance not specifically allocated to individual credits for loans in our commercial and industrial mining and energy sector increased which resulted in an increase in the provision for the quarter. City’s portfolio of loans in the mining and energy sector is approximately $20 million and does not include any direct loans to any mine or mining operation. For the six months ended June 30, 2015, the Company recorded provision for loan losses of $3.7 million and net charge offs for the same period were approximately $3.2 million. Changes in the amount of the provision and related allowance are based on the Company’s detailed systematic methodology and are directionally consistent with changes in the composition and quality of the Company’s loan portfolio. The Company believes its methodology for determining the adequacy of its ALLL adequately provides for probable losses inherent in the loan portfolio.
Non-interest Income
During the second quarter of 2015, the Company realized investment gains of $2.1 million from the call of trust preferred securities which represented a partial recovery of impairment charges previously recognized. Excluding investment security transactions, non-interest income decreased $1.0 million to $13.3 million in the second quarter of 2015 as compared to $14.3 million in the second quarter of 2014. The primary reason for this decrease was the sale of CityInsurance effective January 1, 2015, which had insurance commission revenues of $1.3 million in the second quarter of 2014.
Non-interest Expenses
Non-interest expenses decreased $1.1 million, from $24.3 million in the second quarter of 2014 to $23.2 million in the second quarter of 2015. This decline was largely due to a decrease in salaries and employee benefits of $0.8 million as a result of the sale of CityInsurance.
Balance Sheet Trends
Loans increased $52.0 million (2.0%) from March 31, 2015 to $2.68 billion at June 30, 2015. Residential real estate loans increased $22.2 million (1.7%), commercial real estate loans increased $20.6 million (2.0%), and commercial and industrial (“C&I”) loans increased $9.9 million (7.5%).
Total average depository balances increased $24.8 million, or 0.9%, from the quarter ended March 31, 2015 to the quarter ended June 30, 2015. Increases in noninterest-bearing deposits ($14.4 million), savings deposits ($14.3 million) and interest-bearing deposits ($11.2 million), were partially offset by a decrease in time deposits of $15.1 million.
Income Tax Expense
The Company’s effective income tax rate for the second quarter of 2015 was 33.8% compared to 31.4% for the year ended December 31, 2014, and 33.7% for the quarter ended June 30, 2014. The effective rate is based upon the Company’s expected tax rate for the year ending December 31, 2015.
Capitalization and Liquidity
The Company’s loan to deposit ratio was 92.5% and the loan to asset ratio was 76.4% at June 30, 2015. The Company maintained investment securities totaling 10.9% of assets as of this date. Further, the Company’s deposit mix is weighted heavily toward checking and saving accounts that fund 54.2% of assets at June 30, 2015. Time deposits fund 28.4% of assets at June 30, 2015, but very few of these deposits are in accounts that have balances of more than $250,000, reflecting the core retail orientation of the Company.
The Company continues to be strongly capitalized. The Company’s tangible equity ratio was 9.9% at June 30, 2015 compared to 9.4% at December 31, 2014. At June 30, 2015, City National Bank’s Leverage Ratio is 9.26%, its Common Equity Tier I ratio is 12.26%, its Tier I Capital ratio is 13.24%, and its Total Risk-Based Capital ratio is 14.10%. These regulatory capital ratios are significantly above levels required to be considered “well capitalized,” which is the highest possible regulatory designation.
On June 24, 2015, the Board approved a quarterly cash dividend of $0.42 cents per share payable July 31, 2015, to shareholders of record as of July 15, 2015.
City Holding Company is the parent company of City National Bank of West Virginia. City National operates 82 branches across West Virginia, Virginia, Kentucky and Ohio.
On June 1, 2015, the Company announced that City National Bank of West Virginia had executed an agreement to acquire three branches in Lexington, Kentucky, from American Founders Bank, Inc., a wholly-owned subsidiary of Financial Holdings, Inc. The proposed acquisition is expected to be completed in the third quarter of 2015, pending regulatory approval and the completion of other closing conditions. This acquisition is expected to be immediately accretive to earnings per share.
Forward-Looking Information
This news release contains certain forward-looking statements that are included pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. Such information involves risks and uncertainties that could result in the Company's actual results differing materially from those projected in the forward-looking statements. Important factors that could cause actual results to differ materially from those discussed in such forward-looking statements include, but are not limited to, (1) the Company may incur additional loan loss provision due to negative credit quality trends in the future that may lead to a deterioration of asset quality; (2) the Company may incur increased charge-offs in the future; (3) the Company could have adverse legal actions of a material nature; (4) the Company may face competitive loss of customers; (5) the Company may be unable to manage its expense levels; (6) the Company may have difficulty retaining key employees; (7) changes in the interest rate environment may have results on the Company’s operations materially different from those anticipated by the Company’s market risk management functions; (8) changes in general economic conditions and increased competition could adversely affect the Company’s operating results; (9) changes in other regulations and government policies affecting bank holding companies and their subsidiaries, including changes in monetary policies, could negatively impact the Company’s operating results; (10) the Company may experience difficulties growing loan and deposit balances; (11) the current economic environment poses significant challenges for us and could adversely affect our financial condition and results of operations; (12) deterioration in the financial condition of the U.S. banking system may impact the valuations of investments the Company has made in the securities of other financial institutions resulting in either actual losses or other than temporary impairments on such investments; (13) the effects of the Wall Street Reform and Consumer Protection Act (the “Dodd-Frank Act”) and the regulations promulgated and to be promulgated thereunder, which may subject the Company and its subsidiaries to a variety of new and more stringent legal and regulatory requirements which adversely affect their respective businesses; (14) the impact of new minimum capital thresholds established as a part of the implementation of Basel III; and (15) other risk factors relating to the banking industry or the Company as detailed
from time to time in the Company’s reports filed with the Securities and Exchange Commission, including those risk factors included in the disclosures under the heading “ITEM 1A Risk Factors” of the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2014. Forward-looking statements made herein reflect management's expectations as of the date such statements are made. Such information is provided to assist stockholders and potential investors in understanding current and anticipated financial operations of the Company and is included pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. The Company undertakes no obligation to update any forward-looking statement to reflect events or circumstances that arise after the date such statements are made. Further, the Company is required to evaluate subsequent events through the filing of its June 30, 2015 Form 10-Q. The Company will continue to evaluate the impact of any subsequent events on the preliminary June 30, 2015 results and will adjust the amounts if necessary.
CITY HOLDING COMPANY AND SUBSIDIARIES
Financial Highlights
(Unaudited)
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| | | | | | | |
| Three Months Ended June 30, | Percent |
| 2015 | 2014 | Change |
| | | |
Earnings ($000s, except per share data): | | | |
Net Interest Income (FTE) | $ | 28,927 |
| $ | 29,006 |
| (0.27)% |
Net Income available to common shareholders | 11,983 |
| 12,757 |
| (6.07)% |
Earnings per Basic Share | 0.78 |
| 0.81 |
| (3.35)% |
Earnings per Diluted Share | 0.78 |
| 0.80 |
| (2.56)% |
| | | |
| | | |
Key Ratios (percent): | | | |
Return on Average Assets | 1.34 | % | 1.50 | % | (10.49)% |
Return on Average Tangible Equity | 14.05 | % | 15.77 | % | (10.90)% |
Net Interest Margin | 3.82 | % | 3.95 | % | (3.38)% |
Efficiency Ratio | 54.81 | % | 55.75 | % | (1.68)% |
Average Shareholders' Equity to Average Assets | 11.54 | % | 11.71 | % | (1.45)% |
| | | |
Consolidated Risk Based Capital Ratios (a): | | | |
CET I | 14.17 | % | * |
| N/A |
Tier I | 14.82 | % | 13.69 | % | 8.25% |
Total | 15.70 | % | 14.54 | % | 7.98% |
| | | |
Tangible Equity to Tangible Assets | 9.89 | % | 9.80 | % | 0.89% |
| | | |
| | | |
Common Stock Data: | | | |
Cash Dividends Declared per Share | $ | 0.42 |
| $ | 0.40 |
| 5.00% |
Book Value per Share | 26.92 |
| 25.45 |
| 5.76% |
Tangible Book Value per Share | 22.29 |
| 20.67 |
| 7.83% |
Market Value per Share: | | | |
High | 50.22 |
| 46.43 |
| 8.16% |
Low | 45.00 |
| 41.74 |
| 7.81% |
End of Period | 49.25 |
| 45.12 |
| 9.15% |
| | | |
Price/Earnings Ratio (b) | 15.69 |
| 13.90 |
| 12.93% |
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| | | |
| Six Months Ended June 30, | Percent |
| 2015 | 2014 | Change |
| | | |
Earnings ($000s, except per share data): | | | |
Net Interest Income (FTE) | $ | 58,459 |
| $ | 59,196 |
| (1.25)% |
Net Income available to common shareholders | 29,975 |
| 26,560 |
| 12.86% |
Earnings per Basic Share | 1.97 |
| 1.69 |
| 16.52% |
Earnings per Diluted Share | 1.96 |
| 1.67 |
| 17.51% |
| | | |
| | | |
Key Ratios (percent): | | | |
Return on Average Assets | 1.69 | % | 1.57 | % | 7.96% |
Return on Average Tangible Equity | 17.77 | % | 16.54 | % | 7.46% |
Net Interest Margin | 3.90 | % | 4.05 | % | (3.58)% |
Efficiency Ratio | 54.52 | % | 53.99 | % | 0.99% |
Average Shareholders' Equity to Average Assets | 11.51 | % | 11.67 | % | (1.39)% |
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Common Stock Data: | | | |
Cash Dividends Declared per Share | 0.84 |
| 0.80 |
| 5.00% |
Market Value per Share: | | | |
High | 50.22 |
| 46.69 |
| 7.56% |
Low | 41.76 |
| 41.74 |
| 0.05% |
| | | |
Price/Earnings Ratio (b) | 12.53 |
| 13.37 |
| (6.32)% |
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| | | |
(a) June 30, 2015 risk-based capital ratios are estimated. | |
(b) June 30, 2015 price/earnings ratio computed based on annualized second quarter 2015 earnings. | |
(c) The June 30, 2015 efficiency ratio calculation excludes the gain on sale of insurance division. |
(*) Basel III CET 1 ratio requirements are effective beginning January 1, 2015 and are not required for prior periods. |
CITY HOLDING COMPANY AND SUBSIDIARIES
Financial Highlights
(Unaudited)
|
| | | | | | | | | | | | | | | | | | |
Book Value and Market Price Range per Share | | | | |
| | | | | Market Price |
| Book Value per Share | Range per Share |
| March 31 | June 30 | September 30 | December 31 | Low | High |
| | | | | | |
2011 | $ | 20.39 |
| $ | 20.58 |
| $ | 20.86 |
| $ | 21.05 |
| $ | 26.06 |
| $ | 37.22 |
|
2012 | 21.46 |
| 21.63 |
| 22.14 |
| 22.47 |
| 30.96 |
| 37.16 |
|
2013 | 23.36 |
| 23.52 |
| 24.03 |
| 24.61 |
| 36.07 |
| 49.21 |
|
2014 | 25.05 |
| 25.45 |
| 25.52 |
| 25.85 |
| 41.20 |
| 46.95 |
|
2015 | 26.63 |
| 26.92 |
| | | 45.00 |
| 50.22 |
|
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| | | | | | |
Earnings per Basic Share | | | | | |
| | | | | | |
| Quarter Ended | |
| March 31 | June 30 | September 30 | December 31 | Year-to-Date | |
| | | | | | |
2011 | $ | 0.62 |
| $ | 0.65 |
| $ | 0.77 |
| $ | 0.65 |
| $ | 2.68 |
| |
2012 | 0.68 |
| 0.50 |
| 0.71 |
| 0.73 |
| 2.63 |
| |
2013 | 0.51 |
| 0.83 |
| 0.89 |
| 0.84 |
| 3.07 |
| |
2014 | 0.87 |
| 0.81 |
| 0.76 |
| 0.95 |
| 3.40 |
| |
2015 | 1.18 |
| 0.78 |
| | | 1.97 |
| |
| | | | | | |
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Earnings per Diluted Share | | | | | |
| | | | | | |
| Quarter Ended | |
| March 31 | June 30 | September 30 | December 31 | Year-to-Date | |
| | | | | | |
2011 | $ | 0.62 |
| $ | 0.64 |
| $ | 0.76 |
| $ | 0.65 |
| $ | 2.67 |
| |
2012 | 0.67 |
| 0.50 |
| 0.71 |
| 0.73 |
| 2.61 |
| |
2013 | 0.51 |
| 0.82 |
| 0.88 |
| 0.83 |
| 3.04 |
| |
2014 | 0.86 |
| 0.80 |
| 0.76 |
| 0.95 |
| 3.38 |
| |
2015 | 1.17 |
| 0.78 |
| | | 1.96 |
| |
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CITY HOLDING COMPANY AND SUBSIDIARIES
Consolidated Statements of Income
(Unaudited) ($ in 000s, except per share data)
|
| | | | | | | |
| Three Months Ended June 30, |
| 2015 | | 2014 |
| | | |
Interest Income | | | |
Interest and fees on loans | $ | 28,812 |
| | $ | 28,621 |
|
Interest on investment securities: | | | |
Taxable | 2,641 |
| | 2,930 |
|
Tax-exempt | 267 |
| | 277 |
|
Total Interest Income | 31,720 |
| | 31,828 |
|
| | | |
Interest Expense | | | |
Interest on deposits | 2,699 |
| | 2,737 |
|
Interest on short-term borrowings | 85 |
| | 85 |
|
Interest on long-term debt | 153 |
| | 151 |
|
Total Interest Expense | 2,937 |
| | 2,973 |
|
Net Interest Income | 28,783 |
| | 28,855 |
|
Provision for loan losses | 2,836 |
| | 435 |
|
Net Interest Income After Provision for Loan Losses | 25,947 |
| | 28,420 |
|
| | | |
Non-Interest Income | | | |
Gains on sale of investment securities | 2,116 |
| | 818 |
|
Service charges | 6,589 |
| | 6,739 |
|
Bankcard revenue | 4,002 |
| | 3,838 |
|
Insurance commissions | — |
| | 1,319 |
|
Trust and investment management fee income | 1,201 |
| | 1,111 |
|
Bank owned life insurance | 783 |
| | 765 |
|
Gain on sale of insurance division | — |
| | — |
|
Other income | 714 |
| | 549 |
|
Total Non-Interest Income | 15,405 |
| | 15,139 |
|
| | | |
Non-Interest Expense | | | |
Salaries and employee benefits | 12,193 |
| | 12,977 |
|
Occupancy and equipment | 2,529 |
| | 2,395 |
|
Depreciation | 1,516 |
| | 1,533 |
|
FDIC insurance expense | 445 |
| | 357 |
|
Advertising | 701 |
| | 925 |
|
Bankcard expenses | 797 |
| | 833 |
|
Postage, delivery, and statement mailings | 507 |
| | 530 |
|
Office supplies | 347 |
| | 420 |
|
Legal and professional fees | 542 |
| | 612 |
|
Telecommunications | 463 |
| | 506 |
|
Repossessed asset losses, net of expenses | 335 |
| | 142 |
|
Merger related expenses | 108 |
| | — |
|
Other expenses | 2,761 |
| | 3,075 |
|
Total Non-Interest Expense | 23,244 |
| | 24,305 |
|
Income Before Income Taxes | 18,108 |
| | 19,254 |
|
Income tax expense | 6,125 |
| | 6,497 |
|
Net Income Available to Common Shareholders | $ | 11,983 |
| | $ | 12,757 |
|
| | | |
Distributed earnings allocated to common shareholders | $ | 6,344 |
| | $ | 6,178 |
|
Undistributed earnings allocated to common shareholders | 5,505 |
| | 6,448 |
|
Net earnings allocated to common shareholders | $ | 11,849 |
| | $ | 12,626 |
|
| | | |
Average common shares outstanding | 15,104 |
| | 15,556 |
|
Effect of dilutive securities: | | | |
Employee stock options and warrants | 23 |
| | 150 |
|
Shares for diluted earnings per share | 15,127 |
| | 15,706 |
|
| | | |
Basic earnings per common share | $ | 0.78 |
| | $ | 0.81 |
|
Diluted earnings per common share | $ | 0.78 |
| | $ | 0.80 |
|
Dividends declared per common share | $ | 0.42 |
| | $ | 0.40 |
|
| | | |
Comprehensive Income | $ | 10,344 |
| | $ | 14,462 |
|
CITY HOLDING COMPANY AND SUBSIDIARIES
Consolidated Statements of Income
(Unaudited) ($ in 000s, except per share data)
|
| | | | | | | |
| Six months ended June 30, |
| 2015 | | 2014 |
| | | |
Interest Income | | | |
Interest and fees on loans | $ | 58,200 |
| | $ | 58,355 |
|
Interest on investment securities: | | | |
Taxable | 5,353 |
| | 5,933 |
|
Tax-exempt | 531 |
| | 558 |
|
Total Interest Income | 64,084 |
| | 64,846 |
|
| | | |
Interest Expense | | | |
Interest on deposits | 5,440 |
| | 5,490 |
|
Interest on short-term borrowings | 167 |
| | 160 |
|
Interest on long-term debt | 303 |
| | 301 |
|
Total Interest Expense | 5,910 |
| | 5,951 |
|
Net Interest Income | 58,174 |
| | 58,895 |
|
Provision for loan losses | 3,724 |
| | 1,798 |
|
Net Interest Income After Provision for Loan Losses | 54,450 |
| | 57,097 |
|
| | | |
Non-Interest Income | | | |
Gains on sale of investment securities | 2,130 |
| | 901 |
|
Service charges | 12,516 |
| | 12,899 |
|
Bankcard revenue | 8,076 |
| | 7,523 |
|
Insurance commissions | — |
| | 3,344 |
|
Trust and investment management fee income | 2,401 |
| | 2,148 |
|
Bank owned life insurance | 1,547 |
| | 1,521 |
|
Gain on sale of insurance division | 11,084 |
| | — |
|
Other income | 1,672 |
| | 1,108 |
|
Total Non-Interest Income | 39,426 |
| | 29,444 |
|
| | | |
Non-Interest Expense | | | |
Salaries and employee benefits | 24,372 |
| | 26,116 |
|
Occupancy and equipment | 5,119 |
| | 5,010 |
|
Depreciation | 3,027 |
| | 3,011 |
|
FDIC insurance expense | 895 |
| | 767 |
|
Advertising | 1,405 |
| | 1,749 |
|
Bankcard expenses | 1,615 |
| | 1,639 |
|
Postage, delivery, and statement mailings | 1,068 |
| | 1,105 |
|
Office supplies | 693 |
| | 830 |
|
Legal and professional fees | 1,109 |
| | 1,021 |
|
Telecommunications | 938 |
| | 844 |
|
Repossessed asset losses, net of expenses | 555 |
| | 521 |
|
Merger related expenses | 108 |
| | — |
|
Other expenses | 5,505 |
| | 5,068 |
|
Total Non-Interest Expense | 46,409 |
| | 47,681 |
|
Income Before Income Taxes | 47,467 |
| | 38,860 |
|
Income tax expense | 17,492 |
| | 12,300 |
|
Net Income Available to Common Shareholders | $ | 29,975 |
| | $ | 26,560 |
|
| | | |
Distributed earnings allocated to common shareholders | $ | 12,688 |
| | $ | 12,356 |
|
Undistributed earnings allocated to common shareholders | 16,950 |
| | 13,931 |
|
Net earnings allocated to common shareholders | $ | 29,638 |
| | $ | 26,287 |
|
| | | |
Average common shares outstanding | 15,079 |
| | 15,583 |
|
Effect of dilutive securities: | | | |
Employee stock options and warrants | 22 |
| | 155 |
|
Shares for diluted earnings per share | 15,101 |
| | 15,738 |
|
| | | |
Basic earnings per common share | $ | 1.97 |
| | $ | 1.69 |
|
Diluted earnings per common share | $ | 1.96 |
| | $ | 1.67 |
|
Dividends declared per common share | $ | 0.84 |
| | $ | 0.80 |
|
| | | |
Comprehensive Income | $ | 29,242 |
| | $ | 29,041 |
|
CITY HOLDING COMPANY AND SUBSIDIARIES
Consolidated Statements of Changes in Stockholder's Equity
(Unaudited) ($ in 000s, except per share data)
|
| | | | | | |
| Three Months Ended |
| June 30, 2015 | June 30, 2014 |
| | |
Balance at April 1 | $ | 405,075 |
| $ | 393,750 |
|
| | |
Net income | 11,983 |
| 12,757 |
|
Other comprehensive income: | | |
Change in unrealized (loss) gain on securities available-for-sale | (1,639 | ) | 1,705 |
|
Cash dividends declared ($0.42/share) and ($0.40/share), respectively | (6,418 | ) | (6,225 | ) |
Issuance of stock award shares, net | 320 |
| 316 |
|
Exercise of 750 stock options | 23 |
| — |
|
Exercise of 12,000 stock options | — |
| 355 |
|
Exercise of 61,796 warrants | 1,896 |
| — |
|
Purchase of 126,506 common shares of treasury | — |
| (5,427 | ) |
Balance at June 30 | $ | 411,240 |
| $ | 397,231 |
|
| | |
| Six Months Ended |
| June 30, 2015 | June 30, 2014 |
| | |
Balance at January 1 | $ | 390,853 |
| $ | 387,623 |
|
| | |
Net income | 29,975 |
| 26,560 |
|
Other comprehensive income: | | |
Change in unrealized gain (loss) on securities available-for-sale | (733 | ) | 2,481 |
|
Cash dividends declared ($0.84/share) and ($0.80/share), respectively | (12,807 | ) | (12,512 | ) |
Issuance of stock award shares, net | 1,060 |
| 889 |
|
Exercise of 29,250 stock options | 996 |
| — |
|
Exercise of 19,000 stock options | — |
| 553 |
|
Exercise of 61,796 warrants | 1,896 |
| — |
|
Purchase of 194,651 common shares of treasury | — |
| (8,363 | ) |
Balance at June 30 | $ | 411,240 |
| $ | 397,231 |
|
CITY HOLDING COMPANY AND SUBSIDIARIES
Condensed Consolidated Quarterly Statements of Income
(Unaudited) ($ in 000s, except per share data)
|
| | | | | | | | | | | | | | | |
| Quarter Ended |
| June 30 | March 31 | December 31 | September 30 | June 30 |
| 2015 | 2015 | 2014 | 2014 | 2014 |
| | | | | |
Interest income | $ | 31,720 |
| $ | 32,364 |
| $ | 32,282 |
| $ | 32,438 |
| $ | 31,828 |
|
Taxable equivalent adjustment | 144 |
| 142 |
| 164 |
| 152 |
| 151 |
|
Interest income (FTE) | 31,864 |
| 32,506 |
| 32,446 |
| 32,590 |
| 31,979 |
|
Interest expense | 2,937 |
| 2,973 |
| 3,041 |
| 2,968 |
| 2,973 |
|
Net interest income | 28,927 |
| 29,533 |
| 29,405 |
| 29,622 |
| 29,006 |
|
Provision for loan losses | 2,836 |
| 888 |
| 384 |
| 1,872 |
| 435 |
|
Net interest income after provision | | | | | |
for loan losses | 26,091 |
| 28,645 |
| 29,021 |
| 27,750 |
| 28,571 |
|
| | | | | |
Noninterest income | 15,405 |
| 24,021 |
| 14,669 |
| 14,609 |
| 15,139 |
|
Noninterest expense | 23,244 |
| 23,165 |
| 23,035 |
| 24,325 |
| 24,305 |
|
Income before income taxes | 18,252 |
| 29,501 |
| 20,655 |
| 18,034 |
| 19,405 |
|
Income tax expense | 6,125 |
| 11,367 |
| 5,961 |
| 6,010 |
| 6,497 |
|
Taxable equivalent adjustment | 144 |
| 142 |
| 164 |
| 152 |
| 151 |
|
Net income | $ | 11,983 |
| $ | 17,992 |
| $ | 14,530 |
| $ | 11,872 |
| $ | 12,757 |
|
| | | | | |
| | | | | |
| | | | | |
Allocated to common shareholders: | | | | | |
Distributed earnings | $ | 6,344 |
| $ | 6,315 |
| $ | 5,996 |
| $ | 6,073 |
| $ | 6,178 |
|
Undistributed earnings | 5,505 |
| 11,468 |
| 8,378 |
| 5,673 |
| 6,448 |
|
Net earnings allocated to common shareholders | $ | 11,849 |
| $ | 17,783 |
| $ | 14,374 |
| $ | 11,746 |
| $ | 12,626 |
|
| | | | | |
Average common shares outstanding | 15,104 |
| 15,067 |
| 15,096 |
| 15,363 |
| 15,556 |
|
Effect of dilutive securities: | | | | | |
Employee stock options and warrants | 23 |
| 82 |
| 86 |
| 82 |
| 150 |
|
Shares for diluted earnings per share | 15,127 |
| 15,149 |
| 15,182 |
| 15,445 |
| 15,706 |
|
| | | | | |
Basic earnings per common share | $ | 0.78 |
| $ | 1.18 |
| $ | 0.95 |
| $ | 0.76 |
| $ | 0.81 |
|
Diluted earnings per common share | 0.78 |
| 1.17 |
| 0.95 |
| 0.76 |
| 0.80 |
|
| | | | | |
Cash dividends declared per share | 0.42 |
| 0.42 |
| 0.40 |
| 0.40 |
| 0.40 |
|
| | | | | |
| | | | | |
Net Interest Margin | 3.82 | % | 3.99 | % | 3.89 | % | 3.95 | % | 3.95 | % |
| | | | | |
Interest Income from Accretion Related to Fair | | | | | |
Value Adjustments Recorded as a | | | | | |
Result of Acquisition: | $ | 1,607 |
| $ | 2,450 |
| $ | 1,307 |
| $ | 1,836 |
| $ | 1,494 |
|
| | | | | |
Net Interest Margin (excluding accretion) | 3.60 | % | 3.66 | % | 3.71 | % | 3.71 | % | 3.75 | % |
CITY HOLDING COMPANY AND SUBSIDIARIES
Non-Interest Income and Non-Interest Expense
(Unaudited) ($ in 000s)
|
| | | | | | | | | | | | | | | |
| Quarter Ended |
| June 30 | March 31 | December 31 | September 30 | June 30 |
| 2015 | 2015 | 2014 | 2014 | 2014 |
| | | | | |
Non-Interest Income: | | | | | |
Service charges | $ | 6,589 |
| $ | 5,927 |
| $ | 6,750 |
| $ | 6,934 |
| $ | 6,739 |
|
Bankcard revenue | 4,002 |
| 4,074 |
| 3,744 |
| 3,796 |
| 3,838 |
|
Insurance commissions | — |
| — |
| 1,238 |
| 1,396 |
| 1,319 |
|
Trust and investment management fee income | 1,201 |
| 1,200 |
| 1,363 |
| 1,103 |
| 1,111 |
|
Bank owned life insurance | 783 |
| 764 |
| 778 |
| 771 |
| 765 |
|
Gain on sale of insurance division | — |
| 11,084 |
| — |
| — |
| — |
|
Other income | 714 |
| 958 |
| 612 |
| 538 |
| 549 |
|
Subtotal | 13,289 |
| 24,007 |
| 14,485 |
| 14,538 |
| 14,321 |
|
Gain (loss) on sale of investment securities | 2,116 |
| 14 |
| 184 |
| 71 |
| 818 |
|
Total Non-Interest Income | $ | 15,405 |
| $ | 24,021 |
| $ | 14,669 |
| $ | 14,609 |
| $ | 15,139 |
|
| | | | | |
Non-Interest Expense: | | | | | |
Salaries and employee benefits | $ | 12,193 |
| $ | 12,179 |
| $ | 12,489 |
| $ | 13,144 |
| $ | 12,977 |
|
Occupancy and equipment | 2,529 |
| 2,590 |
| 2,449 |
| 2,531 |
| 2,395 |
|
Depreciation | 1,516 |
| 1,511 |
| 1,534 |
| 1,542 |
| 1,533 |
|
FDIC insurance expense | 445 |
| 450 |
| 448 |
| 432 |
| 357 |
|
Advertising | 701 |
| 704 |
| 726 |
| 799 |
| 925 |
|
Bankcard expenses | 797 |
| 818 |
| 891 |
| 843 |
| 833 |
|
Postage, delivery and statement mailings | 507 |
| 561 |
| 549 |
| 557 |
| 530 |
|
Office supplies | 347 |
| 346 |
| 360 |
| 405 |
| 420 |
|
Legal and professional fees | 542 |
| 567 |
| 552 |
| 476 |
| 612 |
|
Telecommunications | 463 |
| 475 |
| 522 |
| 510 |
| 506 |
|
Repossessed asset (gains) losses, net of expenses | 335 |
| 220 |
| 27 |
| 31 |
| 142 |
|
Merger related expenses | 108 |
| — |
| — |
| — |
| — |
|
Other expenses | 2,761 |
| 2,744 |
| 2,488 |
| 3,055 |
| 3,075 |
|
Total Non-Interest Expense | $ | 23,244 |
| $ | 23,165 |
| $ | 23,035 |
| $ | 24,325 |
| $ | 24,305 |
|
| | | | | |
| | | | | |
| | | | | |
Employees (Full Time Equivalent) | 844 |
| 845 |
| 889 |
| 908 |
| 912 |
|
Branch Locations | 82 |
| 82 |
| 82 |
| 82 |
| 82 |
|
CITY HOLDING COMPANY AND SUBSIDIARIES
Consolidated Balance Sheets
($ in 000s)
|
| | | | | | |
| June 30, 2015 | December 31, 2014 |
| (Unaudited) | |
Assets | | |
Cash and due from banks | $ | 142,335 |
| $ | 138,503 |
|
Interest-bearing deposits in depository institutions | 11,089 |
| 9,725 |
|
Federal funds sold | — |
| — |
|
Cash and cash equivalents | 153,424 |
| 148,228 |
|
| | |
Investment securities available-for-sale, at fair value | 287,609 |
| 254,043 |
|
Investment securities held-to-maturity, at amortized cost | 84,082 |
| 90,786 |
|
Other securities | 9,926 |
| 9,857 |
|
Total investment securities | 381,617 |
| 354,686 |
|
| | |
Gross loans | 2,684,457 |
| 2,652,066 |
|
Allowance for loan losses | (20,809 | ) | (20,150 | ) |
Net loans | 2,663,648 |
| 2,631,916 |
|
| | |
Bank owned life insurance | 96,663 |
| 95,116 |
|
Premises and equipment, net | 75,900 |
| 77,988 |
|
Accrued interest receivable | 7,838 |
| 6,826 |
|
Net deferred tax assets | 32,674 |
| 36,766 |
|
Intangible assets | 70,779 |
| 74,198 |
|
Other assets | 30,080 |
| 35,909 |
|
Total Assets | $ | 3,512,623 |
| $ | 3,461,633 |
|
| | |
Liabilities | | |
Deposits: | | |
Noninterest-bearing | $ | 563,715 |
| $ | 545,465 |
|
Interest-bearing: | | |
Demand deposits | 646,198 |
| 639,932 |
|
Savings deposits | 695,383 |
| 660,727 |
|
Time deposits | 997,387 |
| 1,026,663 |
|
Total deposits | 2,902,683 |
| 2,872,787 |
|
Short-term borrowings | | |
Customer repurchase agreements | 153,171 |
| 134,931 |
|
Long-term debt | 16,495 |
| 16,495 |
|
Other liabilities | 29,034 |
| 46,567 |
|
Total Liabilities | 3,101,383 |
| 3,070,780 |
|
| | |
Stockholders' Equity | | |
Preferred stock, par value $25 per share: 500,000 shares authorized; none issued | — |
| — |
|
Common stock, par value $2.50 per share: 50,000,000 shares authorized; | | |
18,499,282 shares issued at June 30, 2015 and December 31, 2014 | | |
less 3,222,332 and 3,345,590 shares in treasury, respectively | 46,249 |
| 46,249 |
|
Capital surplus | 105,891 |
| 107,370 |
|
Retained earnings | 379,379 |
| 362,211 |
|
Cost of common stock in treasury | (115,387 | ) | (120,818 | ) |
Accumulated other comprehensive loss: | | |
Unrealized gain on securities available-for-sale | 457 |
| 1,190 |
|
Underfunded pension liability | (5,349 | ) | (5,349 | ) |
Total Accumulated Other Comprehensive Loss | (4,892 | ) | (4,159 | ) |
Total Stockholders' Equity | 411,240 |
| 390,853 |
|
Total Liabilities and Stockholders' Equity | $ | 3,512,623 |
| $ | 3,461,633 |
|
CITY HOLDING COMPANY AND SUBSIDIARIES
Investment Portfolio
(Unaudited) ($ in 000s)
|
| | | | | | | | | | | | |
| | Credit-Related | | |
| | Net Investment | | |
| | Impairment | | |
| | Losses Through | Unrealized | |
| Original Cost | June 30, 2015 | Gains (Losses) | Carrying Value |
US Government Agencies | $ | 5 |
| — |
| $ | — |
| $ | 5 |
|
Mortgage Backed Securities | 309,159 |
| — |
| 68 |
| 309,227 |
|
Municipal Bonds | 38,556 |
| — |
| 339 |
| 38,895 |
|
Pooled Bank Trust Preferreds | 12,655 |
| (11,689 | ) | 931 |
| 1,897 |
|
Single Issuer Bank Trust Preferreds, | | | | |
Subdebt of Financial Institutions, and | | | | |
Bank Holding Company Preferred Stocks | 16,655 |
| (15 | ) | 55 |
| 16,695 |
|
Money Markets and Mutual Funds | 1,525 |
| — |
| (10 | ) | 1,515 |
|
Federal Reserve Bank and FHLB stock | 9,926 |
| — |
| — |
| 9,926 |
|
Community Bank Equity Positions | 3,715 |
| (1,584 | ) | 1,326 |
| 3,457 |
|
Total Investments | $ | 392,196 |
| $ | (13,288 | ) | $ | 2,709 |
| $ | 381,617 |
|
CITY HOLDING COMPANY AND SUBSIDIARIES
Loan Portfolio
(Unaudited) ($ in 000s)
|
| | | | | | | | | | | | | | | |
| June 30 | March 31 | December 31 | September 30 | June 30 |
| 2015 | 2015 | 2014 | 2014 | 2014 |
| | | | | |
Residential real estate (1) | $ | 1,325,453 |
| $ | 1,303,258 |
| $ | 1,294,576 |
| $ | 1,274,062 |
| $ | 1,242,972 |
|
Home equity - junior liens | 143,772 |
| 143,670 |
| 145,604 |
| 146,965 |
| 145,452 |
|
Commercial and industrial | 142,065 |
| 132,127 |
| 140,548 |
| 139,220 |
| 158,164 |
|
Commercial real estate (2) | 1,032,333 |
| 1,011,777 |
| 1,028,831 |
| 1,025,835 |
| 984,830 |
|
Consumer | 37,555 |
| 38,436 |
| 39,705 |
| 41,042 |
| 42,858 |
|
DDA overdrafts | 3,279 |
| 3,203 |
| 2,802 |
| 3,618 |
| 3,501 |
|
Gross Loans | $ | 2,684,457 |
| $ | 2,632,471 |
| $ | 2,652,066 |
| $ | 2,630,742 |
| $ | 2,577,777 |
|
| | | | | |
Construction loans included in: | | | | | |
(1) - Residential real estate loans | $ | 15,412 |
| $ | 17,459 |
| $ | 22,992 |
| $ | 22,426 |
| $ | 20,078 |
|
(2) - Commercial real estate loans | 4,043 |
| 30,554 |
| 28,652 |
| 24,875 |
| 24,608 |
|
CITY HOLDING COMPANY AND SUBSIDIARIES
Acquisition Activity - Accretion
(Unaudited) ($ in 000s)
The following table presents the actual and forecasted accretion related to the fair value adjustments on net interest income recorded as a result of the Virginia Savings Bancorp ("Virginia Savings") and Community Financial Corporation ("Community") acquisitions:
|
| | | | | | | | | | | | | | | |
| Virginia Savings | Community | |
| Loan | Certificates of | Loan | Certificates of | |
Year Ended: | Accretion (a) | Deposits (a) | Accretion (a) | Deposits (a) | Total |
| | | | | |
1Q 2015 | $ | 123 |
| $ | 129 |
| $ | 2,158 |
| $ | 40 |
| $ | 2,450 |
|
2Q 2015 | 189 |
| 129 |
| 1,249 |
| 40 |
| 1,607 |
|
Remainder 2015 | 204 |
| 259 |
| 1,172 |
| 80 |
| 1,715 |
|
2016 | 269 |
| 497 |
| 1,399 |
| 48 |
| 2,213 |
|
2017 | 140 |
| — |
| 1,047 |
| — |
| 1,187 |
|
| | | | | |
a - 1Q & 2Q 2015 amounts are based on actual results. Remainder 2015, 2016 and 2017 amounts are based on estimated amounts. |
Note: The amounts reflected in the table above require management to make significant assumptions based on estimated future default, prepayment and discount rates. Actual performance could be significantly different from that assumed, which could result in the actual results being materially different from the amounts forecasted above.
CITY HOLDING COMPANY AND SUBSIDIARIES
Consolidated Average Balance Sheets, Yields, and Rates
(Unaudited) ($ in 000s)
|
| | | | | | | | | | | | | | | | |
| Three Months Ended June 30, |
| | 2015 | | | 2014 | |
| Average | | Yield/ | Average | | Yield/ |
| Balance | Interest | Rate | Balance | Interest | Rate |
Assets: | | | | | | |
Loan portfolio (1): | | | | | | |
Residential real estate (2) | $ | 1,453,000 |
| $ | 14,437 |
| 3.99 | % | $ | 1,366,485 |
| $ | 13,696 |
| 4.02 | % |
Commercial, financial, and agriculture (2) | 1,159,741 |
| 12,703 |
| 4.39 | % | 1,143,001 |
| 13,260 |
| 4.65 | % |
Installment loans to individuals (2), (3) | 45,743 |
| 1,170 |
| 10.26 | % | 54,115 |
| 1,097 |
| 8.13 | % |
Previously securitized loans (4) | *** | 502 |
| *** | *** | 568 |
| *** |
Total loans | 2,658,484 |
| 28,812 |
| 4.35 | % | 2,563,601 |
| 28,621 |
| 4.48 | % |
Securities: | | | | | | |
Taxable | 341,723 |
| 2,641 |
| 3.10 | % | 345,419 |
| 2,930 |
| 3.40 | % |
Tax-exempt (5) | 29,501 |
| 411 |
| 5.59 | % | 27,343 |
| 428 |
| 6.28 | % |
Total securities | 371,224 |
| 3,052 |
| 3.30 | % | 372,762 |
| 3,358 |
| 3.61 | % |
Deposits in depository institutions | 10,468 |
| — |
| — | % | 9,108 |
| — |
| — | % |
Total interest-earning assets | 3,040,176 |
| 31,864 |
| 4.20 | % | 2,945,471 |
| 31,979 |
| 4.35 | % |
Cash and due from banks | 229,009 |
| | | 149,111 |
| | |
Bank premises and equipment | 76,671 |
| | | 81,061 |
| | |
Other assets | 244,661 |
| | | 247,510 |
| | |
Less: Allowance for loan losses | (20,789 | ) | | | (21,474 | ) | | |
Total assets | $ | 3,569,728 |
| | | $ | 3,401,679 |
| | |
| | | | | | |
Liabilities: | | | | | | |
Interest-bearing demand deposits | 647,991 |
| 125 |
| 0.08 | % | 610,489 |
| 165 |
| 0.11 | % |
Savings deposits | 709,034 |
| 174 |
| 0.10 | % | 634,718 |
| 198 |
| 0.13 | % |
Time deposits (2) | 1,006,376 |
| 2,400 |
| 0.96 | % | 1,051,811 |
| 2,374 |
| 0.91 | % |
Short-term borrowings | 149,785 |
| 85 |
| 0.23 | % | 133,282 |
| 85 |
| 0.26 | % |
Long-term debt | 16,495 |
| 153 |
| 3.72 | % | 16,495 |
| 151 |
| 3.67 | % |
Total interest-bearing liabilities | 2,529,681 |
| 2,937 |
| 0.47 | % | 2,446,795 |
| 2,973 |
| 0.49 | % |
Noninterest-bearing demand deposits | 585,720 |
| | | 527,679 |
| | |
Other liabilities | 42,273 |
| | | 28,783 |
| | |
Stockholders' equity | 412,054 |
| | | 398,422 |
| | |
Total liabilities and shareholders' equity | $ | 3,569,728 |
| | | $ | 3,401,679 |
| | |
Net interest income | | $ | 28,927 |
| | | $ | 29,006 |
| |
Net yield on earning assets | | | 3.82 | % | | | 3.95 | % |
(1) For purposes of this table, non-accruing loans have been included in average balances and loan fees, which are immaterial, have been included in interest income.
(2) Included in the above table are the following amounts (in thousands) for the accretion of the fair value adjustments related to the acquisitions of Virginia Savings Bancorp ("Virginia Savings") and Community Financial Corporation ("Community"):
|
| | | | | | | | | | | | | | | | | | |
| Three Months Ended June 30, 2015 | Three Months Ended June 30, 2014 |
| Virginia | | | Virginia | | |
| Savings | Community | Total | Savings | Community | Total |
Residential real estate | $ | 87 |
| $ | 156 |
| $ | 243 |
| $ | 107 |
| $ | 143 |
| $ | 250 |
|
Commercial, financial, and agriculture | 78 |
| 1,042 |
| 1,120 |
| 141 |
| 715 |
| 856 |
|
Installment loans to individuals | 25 |
| 50 |
| 75 |
| 36 |
| 165 |
| 201 |
|
Time deposits | 129 |
| 40 |
| 169 |
| 135 |
| 52 |
| 187 |
|
| $ | 319 |
| $ | 1,288 |
| $ | 1,607 |
| $ | 419 |
| $ | 1,075 |
| $ | 1,494 |
|
(3) Includes the Company's consumer and DDA overdrafts loan categories.
(4) Effective January 1, 2012, the carrying value of the Company's previously securitized loans was reduced to $0.
(5) Computed on a fully Federal tax-equivalent basis, assuming a tax rate of approximately 35%.
CITY HOLDING COMPANY AND SUBSIDIARIES
Consolidated Average Balance Sheets, Yields, and Rates
(Unaudited) ($ in 000s)
|
| | | | | | | | | | | | | | | | |
| Six Months Ended June 30, |
| | 2015 | | | 2014 | |
| Average | | Yield/ | Average | | Yield/ |
| Balance | Interest | Rate | Balance | Interest | Rate |
Assets: | | | | | | |
Loan portfolio (1): | | | | | | |
Residential real estate (2) | $ | 1,444,904 |
| $ | 28,637 |
| 4.00 | % | $ | 1,358,564 |
| $ | 27,442 |
| 4.07 | % |
Commercial, financial, and agriculture (2) | 1,154,797 |
| 26,289 |
| 4.59 | % | 1,155,235 |
| 27,496 |
| 4.80 | % |
Installment loans to individuals (2), (3) | 47,801 |
| 2,320 |
| 9.79 | % | 53,340 |
| 2,275 |
| 8.60 | % |
Previously securitized loans (4) | *** | 954 |
| *** | *** | 1,142 |
| *** |
Total loans | 2,647,502 |
| 58,200 |
| 4.43 | % | 2,567,139 |
| 58,355 |
| 4.58 | % |
Securities: | | | | | | |
Taxable | 334,494 |
| 5,353 |
| 3.23 | % | 345,699 |
| 5,933 |
| 3.46 | % |
Tax-exempt (5) | 28,992 |
| 816 |
| 5.68 | % | 27,424 |
| 859 |
| 6.32 | % |
Total securities | 363,486 |
| 6,169 |
| 3.42 | % | 373,123 |
| 6,792 |
| 3.67 | % |
Deposits in depository institutions | 9,722 |
| — |
| — | % | 8,970 |
| — |
| — | % |
Total interest-earning assets | 3,020,710 |
| 64,369 |
| 4.30 | % | 2,949,232 |
| 65,147 |
| 4.45 | % |
Cash and due from banks | 225,727 |
| | | 137,232 |
| | |
Bank premises and equipment | 77,152 |
| | | 81,635 |
| | |
Other assets | 244,578 |
| | | 246,804 |
| | |
Less: Allowance for loan losses | (20,724 | ) | | | (21,347 | ) | | |
Total assets | $ | 3,547,443 |
| | | $ | 3,393,556 |
| | |
| | | | | | |
Liabilities: | | | | | | |
Interest-bearing demand deposits | 642,431 |
| 257 |
| 0.08 | % | 611,139 |
| 341 |
| 0.11 | % |
Savings deposits | 701,907 |
| 355 |
| 0.10 | % | 626,610 |
| 407 |
| 0.13 | % |
Time deposits (2) | 1,013,883 |
| 4,828 |
| 0.96 | % | 1,060,887 |
| 4,742 |
| 0.90 | % |
Short-term borrowings | 139,676 |
| 167 |
| 0.24 | % | 126,067 |
| 160 |
| 0.26 | % |
Long-term debt | 16,495 |
| 303 |
| 3.70 | % | 16,495 |
| 301 |
| 3.68 | % |
Total interest-bearing liabilities | 2,514,392 |
| 5,910 |
| 0.47 | % | 2,441,198 |
| 5,951 |
| 0.49 | % |
Noninterest-bearing demand deposits | 578,570 |
| | | 522,472 |
| | |
Other liabilities | 46,112 |
| | | 33,717 |
| | |
Stockholders' equity | 408,369 |
| | | 396,169 |
| | |
Total liabilities and shareholders' equity | $ | 3,547,443 |
| | | $ | 3,393,556 |
| | |
Net interest income | | $ | 58,459 |
| | | $ | 59,196 |
| |
Net yield on earning assets | | | 3.90 | % | | | 4.05 | % |
(1) For purposes of this table, non-accruing loans have been included in average balances and loan fees, which are immaterial, have been included in interest income.
(2) Included in the above table are the following amounts (in thousands) for the accretion of the fair value adjustments related to the acquisitions of Virginia Savings Bancorp ("Virginia Savings") and Community Financial Corporation ("Community"):
|
| | | | | | | | | | | | | | | | | | |
| Six Months Ended June 30, 2015 | Six Months Ended June 30, 2014 |
| Virginia | | | Virginia | | |
| Savings | Community | Total | Savings | Community | Total |
Residential real estate | $ | 151 |
| $ | 289 |
| $ | 440 |
| $ | 258 |
| $ | 258 |
| $ | 516 |
|
Commercial, financial, and agriculture | 106 |
| 3,000 |
| 3,106 |
| 255 |
| 2,039 |
| 2,294 |
|
Installment loans to individuals | 55 |
| 117 |
| 172 |
| 70 |
| 354 |
| 424 |
|
Time deposits | 259 |
| 80 |
| 339 |
| 266 |
| 145 |
| 411 |
|
| $ | 571 |
| $ | 3,486 |
| $ | 4,057 |
| $ | 849 |
| $ | 2,796 |
| $ | 3,645 |
|
(3) Includes the Company's consumer and DDA overdrafts loan categories.
(4) Effective January 1, 2012, the carrying value of the Company's previously securitized loans was reduced to $0.
(5) Computed on a fully Federal tax-equivalent basis, assuming a tax rate of approximately 35%.
CITY HOLDING COMPANY AND SUBSIDIARIES
Analysis of Risk-Based Capital
(Unaudited) ($ in 000s)
|
| | | | | | | | | | | | | | | |
| June 30 | March 31 | December 31 | September 30 | June 30 |
| 2015 (a) | 2015 | 2014 | 2014 | 2014 |
Tier I Capital: | | | | | |
Stockholders' equity | $ | 411,240 |
| $ | 405,075 |
| $ | 390,853 |
| $ | 391,673 |
| $ | 397,231 |
|
Goodwill and other intangibles | (69,153 | ) | (69,227 | ) | (74,011 | ) | (74,247 | ) | (74,483 | ) |
Accumulated other comprehensive loss | 4,892 |
| 3,253 |
| 4,159 |
| 2,921 |
| 2,509 |
|
Qualifying trust preferred stock | 16,000 |
| 16,000 |
| 16,000 |
| 16,000 |
| 16,000 |
|
Excess deferred tax assets | — |
| (1,564 | ) | (3,838 | ) | (3,131 | ) | (4,019 | ) |
Total tier I capital | $ | 362,979 |
| $ | 353,537 |
| $ | 333,163 |
| $ | 333,216 |
| $ | 337,238 |
|
Qualifying trust preferred stock | $ | (16,000 | ) | $ | (16,000 | ) | * |
| * |
| * |
|
Total CET I capital | $ | 346,979 |
| $ | 337,537 |
| * |
| * |
| * |
|
| | | | | |
| | | | | |
Total Risk-Based Capital: | | | | | |
Tier I capital | $ | 362,979 |
| $ | 353,537 |
| $ | 333,163 |
| $ | 333,216 |
| $ | 337,238 |
|
Qualifying allowance for loan losses | 20,809 |
| 20,179 |
| 20,150 |
| 20,487 |
| 20,536 |
|
Unrealized gain on securities | 600 |
| 704 |
| 560 |
| 630 |
| 605 |
|
Total risk-based capital | $ | 384,388 |
| $ | 374,420 |
| $ | 353,873 |
| $ | 354,333 |
| $ | 358,379 |
|
| | | | | |
Net risk-weighted assets | $ | 2,448,848 |
| $ | 2,404,331 |
| $ | 2,493,078 |
| $ | 2,493,938 |
| $ | 2,464,081 |
|
| | | | | |
| | | | | |
Ratios: | | | | | |
Average stockholders' equity to average assets | 11.54 | % | 11.48 | % | 11.40 | % | 11.78 | % | 11.71 | % |
Tangible capital ratio | 9.89 | % | 9.60 | % | 9.35 | % | 9.58 | % | 9.80 | % |
Risk-based capital ratios: | | | | | |
CET I capital | 14.17 | % | 14.04 | % | * |
| * |
| * |
|
Tier I capital | 14.82 | % | 14.7 | % | 13.36 | % | 13.36 | % | 13.69 | % |
Total risk-based capital | 15.70 | % | 15.57 | % | 14.19 | % | 14.21 | % | 14.54 | % |
Leverage capital | 10.38 | % | 10.23 | % | 9.89 | % | 10.07 | % | 10.15 | % |
| | | | | |
(a) June 30, 2015 risk-based capital ratios are estimated. | | | | |
(*) Basel III CET 1 ratio requirements are effective beginning January 1, 2015 and are not required prior periods. |
CITY HOLDING COMPANY AND SUBSIDIARIES
Intangibles
(Unaudited) ($ in 000s)
|
| | | | | | | | | | | | | | | |
| As of and for the Quarter Ended |
| June 30 | March 31 | December 31 | September 30 | June 30 |
| 2015 | 2015 | 2014 | 2014 | 2014 |
| | | | | |
Intangibles, net | $ | 70,779 |
| $ | 70,964 |
| $ | 74,198 |
| $ | 74,434 |
| $ | 74,670 |
|
Intangibles amortization expense | 185 |
| 214 |
| 236 |
| 236 |
| 236 |
|
CITY HOLDING COMPANY AND SUBSIDIARIES
Summary of Loan Loss Experience
(Unaudited) ($ in 000s)
|
| | | | | | | | | | | | | | | |
| Quarter Ended |
| June 30 | March 31 | December 31 | September 30 | June 30 |
| 2015 | 2015 | 2014 | 2014 | 2014 |
| | | | | |
Balance at beginning of period | $ | 20,179 |
| $ | 20,150 |
| $ | 20,487 |
| $ | 20,536 |
| $ | 21,044 |
|
| | | | | |
Charge-offs: | | | | | |
Commercial and industrial | (1,898 | ) | (94 | ) | 7 |
| (325 | ) | (1 | ) |
Commercial real estate | 61 |
| (337 | ) | (260 | ) | (696 | ) | (587 | ) |
Residential real estate | (272 | ) | (257 | ) | (414 | ) | (605 | ) | (316 | ) |
Home equity | (17 | ) | (91 | ) | (21 | ) | (142 | ) | (38 | ) |
Consumer | (69 | ) | (74 | ) | (17 | ) | (49 | ) | (38 | ) |
DDA overdrafts | (313 | ) | (311 | ) | (363 | ) | (390 | ) | (321 | ) |
Total charge-offs | (2,508 | ) | (1,164 | ) | (1,068 | ) | (2,207 | ) | (1,301 | ) |
| | | | | |
Recoveries: | | | | | |
Commercial and industrial | 9 |
| 18 |
| 4 |
| 4 |
| 18 |
|
Commercial real estate | 23 |
| 8 |
| 19 |
| 11 |
| 53 |
|
Residential real estate | 54 |
| 10 |
| 96 |
| 28 |
| 39 |
|
Home equity | — |
| — |
| — |
| — |
| — |
|
Consumer | 51 |
| 28 |
| 32 |
| 43 |
| 53 |
|
DDA overdrafts | 165 |
| 241 |
| 196 |
| 200 |
| 195 |
|
Total recoveries | 302 |
| 305 |
| 347 |
| 286 |
| 358 |
|
| | | | | |
Net charge-offs | (2,206 | ) | (859 | ) | (721 | ) | (1,921 | ) | (943 | ) |
Provision for (recovery of) acquired loans | 299 |
| 246 |
| 148 |
| (3 | ) | 150 |
|
Provision for loan losses | 2,537 |
| 642 |
| 236 |
| 1,875 |
| 285 |
|
Balance at end of period | $ | 20,809 |
| $ | 20,179 |
| $ | 20,150 |
| $ | 20,487 |
| $ | 20,536 |
|
| | | | | |
Loans outstanding | $ | 2,684,457 |
| $ | 2,632,471 |
| $ | 2,652,066 |
| $ | 2,630,742 |
| $ | 2,577,777 |
|
Average loans outstanding | 2,658,484 |
| 2,636,400 |
| 2,639,106 |
| 2,600,142 |
| 2,563,601 |
|
| | | | | |
Allowance as a percent of loans outstanding | 0.78 | % | 0.77 | % | 0.76 | % | 0.78 | % | 0.80 | % |
Allowance as a percent of non-performing loans | 130.98 | % | 121.81 | % | 128.10 | % | 112.61 | % | 106.86 | % |
Net charge-offs (annualized) as a | | | | | |
percent of average loans outstanding | 0.33 | % | 0.13 | % | 0.11 | % | 0.30 | % | 0.15 | % |
Net charge-offs, excluding overdraft deposit | | | | | |
accounts, (annualized) as a percent of average | | | | | |
loans outstanding | 0.31 | % | 0.12 | % | 0.08 | % | 0.27 | % | 0.13 | % |
CITY HOLDING COMPANY AND SUBSIDIARIES
Summary of Non-Performing Assets
(Unaudited) ($ in 000s)
|
| | | | | | | | | | | | | | | |
| June 30 | March 31 | December 31 | September 30 | June 30 |
| 2015 | 2015 | 2014 | 2014 | 2014 |
| | | | | |
Nonaccrual loans | $ | 15,623 |
| $ | 16,182 |
| $ | 15,307 |
| $ | 17,384 |
| $ | 18,423 |
|
Accruing loans past due 90 days or more | 264 |
| 384 |
| 423 |
| 809 |
| 794 |
|
Total non-performing loans | 15,887 |
| 16,566 |
| 15,730 |
| 18,193 |
| 19,217 |
|
Other real estate owned | 6,729 |
| 8,771 |
| 8,180 |
| 9,162 |
| 9,129 |
|
Total non-performing assets | $ | 22,616 |
| $ | 25,337 |
| $ | 23,910 |
| $ | 27,355 |
| $ | 28,346 |
|
| | | | | |
Non-performing assets as a percent of loans | | | | | |
and other real estate owned | 0.84 | % | 0.96 | % | 0.90 | % | 1.04 | % | 1.10 | % |
| | | | | |
CITY HOLDING COMPANY AND SUBSIDIARIES
Summary of Troubled Debt Restructurings
(Unaudited) ($ in 000s)
|
| | | | | | | | | | | | | | | |
| June 30 | March 31 | December 31 | September 30 | June 30 |
| 2015 | 2015 | 2014 | 2014 | 2014 |
| | | | | |
Residential real estate | $ | 19,021 |
| $ | 19,067 |
| $ | 18,492 |
| $ | 18,040 |
| $ | 19,212 |
|
Home equity - junior liens | 2,662 |
| 2,741 |
| 2,688 |
| 2,821 |
| 2,858 |
|
Commercial and industrial | 66 |
| 70 |
| 73 |
| 77 |
| 86 |
|
Commercial real estate | 1,872 |
| 1,894 |
| 2,263 |
| 2,270 |
| 2,281 |
|
Consumer | — |
| — |
| — |
| — |
| — |
|
Total | $ | 23,621 |
| $ | 23,772 |
| $ | 23,516 |
| $ | 23,208 |
| $ | 24,437 |
|
| | | | | |
| | | | | |
CITY HOLDING COMPANY AND SUBSIDIARIES
Summary of Total Past Due Loans
(Unaudited) ($ in 000s)
|
| | | | | | | | | | | | | | | |
| Originated |
| June 30 | March 31 | December 31 | September 30 | June 30 |
| 2015 | 2015 | 2014 | 2014 | 2014 |
| | | | | |
Residential real estate | $ | 4,107 |
| $ | 4,326 |
| $ | 5,164 |
| $ | 5,276 |
| $ | 5,794 |
|
Home equity - junior liens | 393 |
| 543 |
| 746 |
| 751 |
| 926 |
|
Commercial and industrial | 600 |
| 113 |
| 310 |
| 188 |
| 25 |
|
Commercial real estate | 536 |
| 299 |
| 479 |
| 938 |
| 443 |
|
Consumer | 82 |
| 122 |
| 197 |
| 58 |
| 80 |
|
DDA overdrafts | 327 |
| 215 |
| 318 |
| 592 |
| 281 |
|
Total past due loans | $ | 6,045 |
| $ | 5,618 |
| $ | 7,214 |
| $ | 7,803 |
| $ | 7,549 |
|
| | | | | |
| Acquired |
| June 30 | March 31 | December 31 | September 30 | June 30 |
| 2015 | 2015 | 2014 | 2014 | 2014 |
| | | | | |
Residential real estate | $ | 1,163 |
| $ | 1,792 |
| $ | 714 |
| $ | 500 |
| $ | 873 |
|
Home equity - junior liens | 5 |
| 86 |
| 2 |
| 16 |
| 3 |
|
Commercial and industrial | 14 |
| 490 |
| 143 |
| 96 |
| 58 |
|
Commercial real estate | 2,179 |
| 2,018 |
| 2,372 |
| 2,972 |
| 2,110 |
|
Consumer | 175 |
| 150 |
| 221 |
| 162 |
| 374 |
|
DDA overdrafts | — |
| — |
| — |
| — |
| — |
|
Total past due loans | $ | 3,536 |
| $ | 4,536 |
| $ | 3,452 |
| $ | 3,746 |
| $ | 3,418 |
|
| | | | | |
| Total |
| June 30 | March 31 | December 31 | September 30 | June 30 |
| 2015 | 2015 | 2014 | 2014 | 2014 |
| | | | | |
Residential real estate | $ | 5,270 |
| $ | 6,118 |
| $ | 5,878 |
| $ | 5,776 |
| $ | 6,667 |
|
Home equity - junior liens | 398 |
| 629 |
| 748 |
| 767 |
| 929 |
|
Commercial and industrial | 614 |
| 603 |
| 453 |
| 284 |
| 83 |
|
Commercial real estate | 2,715 |
| 2,317 |
| 2,851 |
| 3,910 |
| 2,553 |
|
Consumer | 257 |
| 272 |
| 418 |
| 220 |
| 454 |
|
DDA overdrafts | 327 |
| 215 |
| 318 |
| 592 |
| 281 |
|
Total past due loans | $ | 9,581 |
| $ | 10,154 |
| $ | 10,666 |
| $ | 11,549 |
| $ | 10,967 |
|
| | | | | |
| | | | | |
Total past due loans as a percent of loans outstanding | 0.36 | % | 0.39 | % | 0.40 | % | 0.44 | % | 0.43 | % |
| | | | | |
CITY HOLDING COMPANY AND SUBSIDIARIES
Summary of Purchased Credit Impaired Loans
(Unaudited) ($ in 000s)
|
| | | | | | | | | | | | | | | |
| Virginia Savings Acquisition |
| June 30 | March 31 | December 31 | September 30 | June 30 |
| 2015 | 2015 | 2014 | 2014 | 2014 |
| | | | | |
Contractual required principal and interest | $ | 2,376 |
| $ | 2,419 |
| $ | 2,407 |
| $ | 3,481 |
| $ | 3,735 |
|
Carrying value | 1,984 |
| 1,979 |
| 1,964 |
| 2,987 |
| 3,098 |
|
| | | | | |
| Community Acquisition |
| June 30 | March 31 | December 31 | September 30 | June 30 |
| 2015 | 2015 | 2014 | 2014 | 2014 |
| | | | | |
Contractual required principal and interest | $ | 18,546 |
| $ | 20,189 |
| $ | 23,277 |
| $24,147 | $ | 27,394 |
|
Carrying value | 13,958 |
| 14,627 |
| 15,365 |
| 15,518 | 17,902 |
|
| | | | | |
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