Valley National Bancorp(VLY) - 2019 Q3 - Quarterly Report

PART I - FINANCIAL INFORMATION Item 1. Financial Statements (Unaudited) This section presents Valley National Bancorp's unaudited consolidated financial statements, highlighting asset growth to $33.8 billion and increased net income for Q3 and the first nine months of 2019 Consolidated Statements of Financial Condition Total assets increased to $33.8 billion by September 30, 2019, driven by loan growth, with corresponding increases in liabilities and shareholders' equity | Financial Item | September 30, 2019 (in thousands) | December 31, 2018 (in thousands) | | :--- | :--- | :--- | | Total Assets | $33,765,539 | $31,863,088 | | Net Loans | $26,405,306 | $24,883,610 | | Total Deposits | $25,546,122 | $24,452,974 | | Total Liabilities | $30,207,464 | $28,512,634 | | Total Shareholders' Equity | $3,558,075 | $3,350,454 | Consolidated Statements of Income Net income available to common shareholders increased to $78.7 million for Q3 2019 and $262.2 million for the nine months, driven by higher net interest and non-interest income | Metric | Q3 2019 (in thousands) | Q3 2018 (in thousands) | Nine Months 2019 (in thousands) | Nine Months 2018 (in thousands) | | :--- | :--- | :--- | :--- | :--- | | Net Interest Income | $220,625 | $216,800 | $659,507 | $635,150 | | Net Income | $81,891 | $69,559 | $271,689 | $184,326 | | Net Income Available to Common | $78,719 | $66,387 | $262,173 | $174,810 | | Diluted EPS | $0.24 | $0.20 | $0.79 | $0.53 | Consolidated Statements of Comprehensive Income Total comprehensive income for Q3 2019 rose to $90.6 million, driven by increased net income and positive other comprehensive income from available-for-sale securities | Metric (in thousands) | Q3 2019 | Q3 2018 | Nine Months 2019 | Nine Months 2018 | | :--- | :--- | :--- | :--- | :--- | | Net Income | $81,891 | $69,559 | $271,689 | $184,326 | | Total other comprehensive income (loss) | $8,663 | $(7,820) | $42,963 | $(30,398) | | Total comprehensive income | $90,554 | $61,739 | $314,652 | $153,928 | Consolidated Statements of Changes in Shareholders' Equity Shareholders' equity increased to $3.56 billion by September 30, 2019, primarily due to net income and positive other comprehensive income, partially offset by dividends - Key drivers for the increase in shareholders' equity during the first nine months of 2019 were net income and positive other comprehensive income, net of tax[19] Consolidated Statements of Cash Flows Net cash from operating activities was $412.4 million for the nine months ended September 30, 2019, while investing activities used $1.6 billion and financing activities provided $1.3 billion | Cash Flow Activity (in thousands) | Nine Months Ended Sep 30, 2019 | Nine Months Ended Sep 30, 2018 | | :--- | :--- | :--- | | Net cash provided by operating activities | $412,433 | $495,289 | | Net cash used in investing activities | $(1,615,702) | $(2,207,067) | | Net cash provided by financing activities | $1,272,877 | $1,652,047 | Notes to Consolidated Financial Statements Detailed notes cover accounting policies, the pending Oritani acquisition, new lease accounting standards, CECL implementation, and a significant uncertain tax liability related to DC Solar funds - Valley announced the planned acquisition of Oritani Financial Corp., valued at an estimated $740 million, expected to close in Q4 2019[34] - The upcoming CECL model adoption is expected to increase the allowance for credit losses by an estimated $50 million to $70 million, excluding the Oritani acquisition impact[51] - A $2.9 million other-than-temporary credit impairment charge was recognized on a special revenue bond due to severe credit deterioration and payment default[91] - Due to DC Solar fraud allegations, Valley increased its provision for income taxes by $12.5 million for the nine months ended September 30, 2019, for uncertain tax positions[176] Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations Management discusses financial performance, strategic initiatives like the Oritani merger and branch transformation, and the impact of the DC Solar investment, covering net interest income, loan growth, asset quality, and capital management Executive Summary Q3 2019 net income was $81.9 million, with strategic developments including the Oritani acquisition, branch transformation, and a $12.5 million tax provision related to DC Solar investments - The acquisition of Oritani Financial Corp., with approximately $4.0 billion in assets, is expected to double Valley's market share in Bergen County, NJ, closing in Q4 2019[188][189] - Valley plans to close approximately 10 underperforming branches by the end of Q2 2020 as part of its branch transformation strategy[192] - An increased provision for income taxes of $12.5 million was recorded for the nine months ended September 30, 2019, due to an investigation into DC Solar funds and uncertain tax liabilities[195] Net Interest Income Q3 2019 tax-equivalent net interest income was $221.7 million, but net interest margin compressed to 2.91% due to lower loan yields in a declining rate environment | Metric | Q3 2019 | Q2 2019 | Q3 2018 | | :--- | :--- | :--- | :--- | | Net Interest Income (Tax-Equiv., $ millions) | $221.7 | $221.4 | $218.1 | | Net Interest Margin (Tax-Equiv.) | 2.91% | 2.96% | 3.12% | - The decrease in NIM was driven by an 8 basis point quarter-over-quarter decline in average loan yield to 4.57%, while the cost of total average deposits remained flat at 1.27%[219] Non-Interest Income Q3 2019 non-interest income increased to $41.2 million, driven by commercial loan interest rate swap fees, while the nine-month period benefited from a $78.5 million sale-leaseback gain - A significant driver of non-interest income growth in Q3 2019 was a $9.8 million year-over-year increase in fee income from derivative interest rate swaps with commercial loan customers[239][264] - Nine-month results were significantly impacted by a $78.5 million gain on a sale-leaseback transaction involving 26 properties, recognized in Q1 2019[238] Non-Interest Expense Q3 2019 non-interest expense decreased to $145.9 million due to lower salary and benefits and reduced FDIC insurance, with nine-month expenses also down from lower professional and legal fees - Salary and employee benefits expense decreased year-over-year due to lower headcount from branch transformation and operational improvements[240] - The FDIC insurance assessment decreased by $2.3 million in Q3 2019 compared to Q3 2018, largely due to the termination of the large bank surcharge[242] Loan Portfolio Total loans grew to $26.6 billion at September 30, 2019, an increase of $765.0 million (11.9% annualized) from the previous quarter, driven by commercial real estate, commercial & industrial, and automobile loans | Loan Category (in billions) | Sep 30, 2019 | Jun 30, 2019 | % of Total (Sep 30) | | :--- | :--- | :--- | :--- | | Commercial and industrial | $4.7 | $4.6 | 17.7% | | Commercial real estate | $14.9 | $14.3 | 56.1% | | Residential mortgage | $4.1 | $4.1 | 15.5% | | Consumer loans | $2.8 | $2.8 | 10.7% | | Total loans | $26.6 | $25.8 | 100.0% | Non-performing Assets Total non-performing assets (NPAs), excluding PCI loans, increased slightly to $110.7 million at September 30, 2019, with the taxi medallion loan portfolio remaining a key risk, totaling $91.1 million in impaired loans | Asset Quality Metric | Sep 30, 2019 | Jun 30, 2019 | | :--- | :--- | :--- | | Total non-accrual loans ($ millions) | $101.0 | $96.5 | | Total NPAs ($ millions) | $110.7 | $106.7 | | NPAs as % of loans and NPAs | 0.41% | 0.41% | - The taxi medallion portfolio included $91.1 million of impaired loans with related reserves of $34.2 million; a hypothetical 25% decline in market value would require an additional $12.3 million in reserves[340][341] Allowance for Credit Losses The provision for credit losses increased to $8.7 million in Q3 2019, primarily due to additional reserves for restructured taxi medallion loans, bringing the total allowance to $164.8 million, or 0.62% of total loans - The Q3 2019 provision for credit losses increased significantly, largely due to a $5.4 million reserve build for $13.7 million of modified taxi medallion loans classified as TDRs[351] | Metric | Sep 30, 2019 | Jun 30, 2019 | Sep 30, 2018 | | :--- | :--- | :--- | :--- | | Provision for credit losses ($ millions) | $8.7 | $2.1 | $6.6 | | Net charge-offs ($ millions) | $2.0 | $3.0 | $0.2 | | Allowance for credit losses as % of total loans | 0.62% | 0.61% | 0.62% | Capital Adequacy Valley and its bank subsidiary remained well-capitalized, exceeding all regulatory minimums with a Common Equity Tier 1 (CET1) capital ratio of 8.49%, and tangible book value per common share increased to $6.62 | Capital Ratio | Sep 30, 2019 | Minimum Requirement (with buffer) | | :--- | :--- | :--- | | Common Equity Tier 1 | 8.49% | 7.00% | | Tier 1 Risk-based | 9.30% | 8.50% | | Total Risk-based | 11.03% | 10.50% | | Tier 1 Leverage | 7.61% | 4.00% | - Tangible book value per common share grew to $6.62 at September 30, 2019, up from $5.97 at December 31, 2018[358] Item 3. Quantitative and Qualitative Disclosures About Market Risk The company's primary market risk is interest rate risk, with detailed analysis provided in the Asset/Liability Management section of the MD&A - The company's main market risk exposure is interest rate risk, detailed in the Asset/Liability Management section of the MD&A[362] Item 4. Controls and Procedures The CEO and CFO concluded that disclosure controls and procedures were effective as of September 30, 2019, with no material changes in internal control over financial reporting during Q3 2019 - The CEO and CFO concluded that the company's disclosure controls and procedures were effective as of the end of the reporting period[364] - No material changes in internal control over financial reporting occurred during the quarter[365] PART II - OTHER INFORMATION Item 1. Legal Proceedings No material changes to legal proceedings were reported since the company's Annual Report on Form 10-K for the year ended December 31, 2018 - No material changes in legal proceedings were reported since the last annual filing[368] Item 1A. Risk Factors No material changes to risk factors were reported since the company's Annual Report on Form 10-K for the year ended December 31, 2018 - No material changes in risk factors were reported since the last annual filing[369] Item 2. Unregistered Sales of Equity Securities and Use of Proceeds During Q3 2019, the company repurchased 6,169 shares at an average price of $10.89 per share, primarily for employee restricted stock awards, not the publicly announced repurchase plan | Period (2019) | Shares Purchased | Average Price Paid | | :--- | :--- | :--- | | July | 3,808 | $10.80 | | August | 859 | $11.07 | | September | 1,502 | $11.07 | | Total Q3 | 6,169 | $10.89 | - Share repurchases were related to employee restricted stock awards, not the publicly announced plan, under which 4,112,465 shares remained available[372] Item 6. Exhibits This section lists exhibits filed with the Form 10-Q, including a Form of Change in Control Agreement and CEO and CFO certifications - Exhibits filed include CEO and CFO certifications (31.1, 31.2, 32) and a Form of Change in Control Agreement (10.1)[374]