cade-10q_20190930.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:

	September 30, 2019			December 31, 2018
(In thousands, except share data)	(Unaudited)			(Audited)
ASSETS
Cash and due from banks	$	236,628		$	237,342
Interest-bearing deposits with banks		816,604			523,436
Federal funds sold		7,870			18,502
Total cash and cash equivalents		1,061,102			779,280
Investment securities available-for-sale		1,705,325			1,187,252
Other securities - FRB and FHLB stock		77,239			50,752
Loans held for sale		45,252			59,461
Loans		13,637,042			10,053,923
Less: allowance for credit losses		(127,773	)		(94,378	)
Net loans		13,509,269			9,959,545
Premises and equipment, net		127,757			63,621
Other real estate owned		1,571			2,406
Cash surrender value of life insurance		182,129			109,850
Net deferred tax asset		—			33,224
Goodwill		486,000			307,083
Other intangible assets, net		111,488			7,317
Other assets		548,814			170,494
Total Assets	$	17,855,946		$	12,730,285
LIABILITIES AND SHAREHOLDERS' EQUITY
Liabilities:
Noninterest-bearing deposits	$	3,602,861		$	2,454,016
Interest-bearing deposits		11,186,851			8,254,673
Total deposits		14,789,712			10,708,689
Securities sold under agreements to repurchase		—			1,106
Federal Home Loan Bank advances		100,000			150,000
Senior debt		49,922			184,801
Subordinated debt		182,594			98,910
Junior subordinated debentures		37,322			36,953
Notes payable		2,054			—
Net deferred tax liability		30,802			—
Other liabilities		187,596			111,552
Total liabilities		15,380,002			11,292,011
Shareholders' Equity:
Common stock $0.01 par value, authorized 300,000,000 shares; 132,953,645 shares issued and 128,173,765 shares outstanding at September 30, 2019 and 83,625,000 shares issued and 82,497,009 shares outstanding at December 31, 2018		1,330			836
Additional paid-in capital		1,871,433			1,041,000
Treasury stock, at cost, 4,779,880 shares and 1,127,991 shares, respectively		(90,862	)		(22,010	)
Retained earnings		543,638			461,360
Accumulated other comprehensive income (loss)		150,405			(42,912	)
Total shareholders' equity		2,475,944			1,438,274
Total Liabilities and Shareholders' Equity	$	17,855,946		$	12,730,285

	Three Months Ended September 30,					Nine Months Ended September 30,
(In thousands, except share and per share data)	2019		2018			2019		2018
INTEREST INCOME
Interest and fees on loans	$	197,970	$	121,057		$	605,732	$	337,588
Interest and dividends on securities:
Taxable		9,657		6,248			30,751		16,884
Tax-exempt		1,495		1,734			4,861		7,802
Other interest income		4,027		2,714			11,114		6,535
Total interest income		213,149		131,753			652,458		368,809
INTEREST EXPENSE
Interest on time deposits		17,083		10,312			54,567		28,300
Interest on other deposits		31,338		17,196			91,262		38,168
Interest on borrowed funds		4,541		6,145			16,365		17,746
Total interest expense		52,962		33,653			162,194		84,214
Net interest income		160,187		98,100			490,264		284,595
Provision for credit losses		43,764		(1,365	)		83,901		4,278
Net interest income after provision for credit losses		116,423		99,465			406,363		280,317
NONINTEREST INCOME
Investment advisory revenue		6,532		5,535			17,971		16,177
Trust services revenue		4,440		4,449			13,353		13,578
Credit related fees		5,960		3,549			16,171		10,933
Service charges on deposit accounts		5,462

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		128,015,327
Class		Outstanding as of November 1, 2019

PART I: FINANCIAL INFORMATION		3

ITEM 1.	FINANCIAL STATEMENTS	3

	Consolidated Balance Sheets as of September 30, 2019 (Unaudited) and December 31, 2018	3
	Unaudited Consolidated Statements of Income for the three and nine months ended September 30, 2019 and 2018	4
	Unaudited Consolidated Statements of Comprehensive Income for the three and nine months ended September 30, 2019 and 2018	5
	Unaudited Consolidated Statements of Changes in Shareholders' Equity for the three and nine months ended September 30, 2019	6
	Unaudited Consolidated Statements of Cash Flows for the nine months ended September 30, 2019 and 2018	8
	Notes to Unaudited Consolidated Financial Statements	9

ITEM 2.	MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS	50

ITEM 3.	QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK	89

ITEM 4.	CONTROLS AND PROCEDURES	92

PART II: OTHER INFORMATION		93

ITEM 1.	LEGAL PROCEEDINGS	93

ITEM 1A.	RISK FACTORS	93

ITEM 2.	UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS	93

ITEM 3.	DEFAULTS UPON SENIOR SECURITIES	93

ITEM 4.	MINE SAFETY DISCLOSURES	93

ITEM 5.	OTHER INFORMATION	93

ITEM 6.	EXHIBITS	93

☒	Large accelerated filer	☐	Accelerated filer

☐	Non-accelerated filer	☐	Smaller reporting company

		☐	Emerging growth company