cade-10q_20190630.htm

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

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

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted 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 such files). ☒ Yes ☐ No

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

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). ☐ Yes ☒ No

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

	June 30, 2019			December 31, 2018
(In thousands, except share data)	(Unaudited)			(Audited)
ASSETS
Cash and due from banks	$	208,340		$	237,342
Interest-bearing deposits with banks		551,581			523,436
Federal funds sold		6,337			18,502
Total cash and cash equivalents		766,258			779,280
Investment securities available-for-sale		1,684,847			1,187,252
Other securities - FRB and FHLB stock		77,149			50,752
Loans held for sale		45,088			59,461
Loans		13,627,934			10,053,923
Less: allowance for credit losses		(115,345	)		(94,378	)
Net loans		13,512,589			9,959,545
Premises and equipment, net		126,058			63,621
Other real estate owned		2,336			2,406
Cash surrender value of life insurance		180,862			109,850
Net deferred tax asset		—			33,224
Goodwill		483,211			307,083
Other intangible assets, net		112,394			7,317
Other assets		513,213			170,494
Total Assets	$	17,504,005		$	12,730,285
LIABILITIES AND SHAREHOLDERS' EQUITY
Liabilities:
Noninterest-bearing deposits	$	3,296,652		$	2,454,016
Interest-bearing deposits		11,191,169			8,254,673
Total deposits		14,487,821			10,708,689
Securities sold under agreements to repurchase		1,648			1,106
Federal Home Loan Bank advances		100,000			150,000
Senior debt		49,905			184,801
Subordinated debt		182,488			98,910
Junior subordinated debentures		37,199			36,953
Notes payable		5,000			—
Net deferred tax liability		14,812			—
Other liabilities		199,060			111,552
Total liabilities		15,077,933			11,292,011
Shareholders' Equity:
Common stock $0.01 par value, authorized 300,000,000 shares; 132,923,562 shares issued and 128,798,549 shares outstanding at June 30, 2019 and 83,625,000 shares issued and 82,497,009 shares outstanding at December 31, 2018		1,329			836
Additional paid-in capital		1,870,097			1,041,000
Treasury stock, at cost, 4,125,013 shares and 1,127,991 shares, respectively		(80,747	)		(22,010	)
Retained earnings		522,259			461,360
Accumulated other comprehensive income (loss)		113,134			(42,912	)
Total shareholders' equity		2,426,072			1,438,274
Total Liabilities and Shareholders' Equity	$	17,504,005		$	12,730,285

	Three Months Ended June 30,					Six Months Ended June 30,
(In thousands, except share and per share data)	2019			2018		2019		2018
INTEREST INCOME
Interest and fees on loans	$	202,011		$	113,740	$	407,762	$	216,531
Interest and dividends on securities:
Taxable		10,298			5,518		21,094		10,636
Tax-exempt		1,627			2,802		3,366		6,068
Other interest income		3,188			1,903		7,087		3,821
Total interest income		217,124			123,963		439,309		237,056
INTEREST EXPENSE
Interest on time deposits		20,298			10,497		37,484		17,988
Interest on other deposits		30,440			11,833		59,925		20,972
Interest on borrowed funds		5,599			6,249		11,824		11,601
Total interest expense		56,337			28,579		109,233		50,561
Net interest income		160,787			95,384		330,076		186,495
Provision for credit losses		28,927			1,263		40,137		5,643
Net interest income after provision for credit losses		131,860			94,121		289,939		180,852
NONINTEREST INCOME
Investment advisory revenue		5,797			5,343		11,439		10,642
Trust services revenue		4,578			4,114		8,913		9,129
Credit related fees		5,341			3,807		10,211		7,384
Service charges on deposit accounts		4,730			3,803		9,860		7,763
Payroll processing revenue		1,161			—		2,580		—
SBA income		1,415	<

Delaware		47-1329858
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
Class A Common Stock		CADE		New York Stock Exchange

Class A Common Stock, $0.01 Par Value		128,711,469
Class		Outstanding as of August 2, 2019

PART I: FINANCIAL INFORMATION		3

ITEM 1.	FINANCIAL STATEMENTS	3

	Consolidated Balance Sheets as of June 30, 2019 (Unaudited) and December 31, 2018	3
	Unaudited Consolidated Statements of Income for the three and six months ended June 30, 2019 and 2018	4
	Unaudited Consolidated Statements of Comprehensive Income for the three and six months ended June 30, 2019 and 2018	5
	Unaudited Consolidated Statements of Changes in Shareholders' Equity for the three and six months ended June 30, 2019 and 2018	6
	Unaudited Consolidated Statements of Cash Flows for the six months ended June 30, 2019 and 2018	7
	Notes to Unaudited Consolidated Financial Statements	8

ITEM 2.	MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS	47

ITEM 3.	QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK	84

ITEM 4.	CONTROLS AND PROCEDURES	87

PART II: OTHER INFORMATION		88

ITEM 1.	LEGAL PROCEEDINGS	88

ITEM 1A.	RISK FACTORS	88

ITEM 2.	UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS	88

ITEM 3.	DEFAULTS UPON SENIOR SECURITIES	88

ITEM 4.	MINE SAFETY DISCLOSURES	88

ITEM 5.	OTHER INFORMATION	88

ITEM 6.	EXHIBITS	88

☒	Large accelerated filer	☐	Accelerated filer

☐	Non-accelerated filer	☐	Smaller reporting company

		☐	Emerging growth company