0001564590-21-037483.txt : 20210722 0001564590-21-037483.hdr.sgml : 20210722 20210722061216 ACCESSION NUMBER: 0001564590-21-037483 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 46 CONFORMED PERIOD OF REPORT: 20210722 ITEM INFORMATION: Results of Operations and Financial Condition ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20210722 DATE AS OF CHANGE: 20210722 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Cadence Bancorporation CENTRAL INDEX KEY: 0001614184 STANDARD INDUSTRIAL CLASSIFICATION: NATIONAL COMMERCIAL BANKS [6021] IRS NUMBER: 000000000 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-38058 FILM NUMBER: 211105930 BUSINESS ADDRESS: STREET 1: 2800 POST OAK BOULEVARD SUITE 3800 CITY: HOUSTON STATE: TX ZIP: 77056 BUSINESS PHONE: 7138714000 MAIL ADDRESS: STREET 1: 2800 POST OAK BOULEVARD SUITE 3800 CITY: HOUSTON STATE: TX ZIP: 77056 8-K 1 cade-8k_20210722.htm 8-K cade-8k_20210722.htm
false 0001614184 0001614184 2021-07-22 2021-07-22

 

 

 

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 22, 2021

 

Cadence Bancorporation

(Exact name of registrant as specified in its charter)

 

 

Delaware

 

001-38058

 

47-1329858

(State or other jurisdiction

of incorporation)

 

(Commission

File Number)

 

(IRS Employer

Identification No.)

 

 

2800 Post Oak Boulevard, Suite 3800

Houston, Texas

 

77056

(Address of principal executive offices)

 

(Zip Code)

(713) 871-4000

(Registrant’s telephone number, including area code)

Not Applicable

(Former name or former address, if changed since last report)

 

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):

 

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

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 (17 CFR 240.13e-4(c))

 

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

 

Trading Symbol(s)

 

Name of each exchange on which registered

Class A Common Stock

 

CADE

 

New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company  

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.  

 

 


 

 

 

Item 2.02  Results of Operations and Financial Condition

On July 22, 2021, Cadence Bancorporation (the “Company”) issued a press release announcing its financial results for the fiscal quarter ended June 30, 2021. A copy of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K.

The Company is conducting an earnings conference call and webcast on July 22, 2021 at 7:30 a.m. CT / 8:30 a.m. ET to discuss its second quarter 2021 financial results. The press release contains information about how to access the webcast. A copy of the presentation slides to be used during the earnings conference call, which contain supplemental information relating to the Company, is furnished as Exhibit 99.2 to this Current Report on Form 8-K.

In accordance with General Instruction B.2 of Form 8-K, the information in this Current Report on Form 8-K, including Exhibits 99.1 and 99.2, shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and shall not be incorporated by reference into any registration statement or other document filed under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.

 

Item 9.01

Financial Statements and Exhibits.

(d) Exhibits

 

Exhibit
No.

  

Description

 

 

 

 

 

 

99.1

 

Press release dated July 22, 2021.

99.2

 

Earnings conference call presentation slides dated July 22, 2021.

104

 

Cover Page Interactive Data File (embedded within the Inline XBRL document).

 

 

 

 

 

 

 


 

 

 

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

 

 

 

Cadence Bancorporation

 

 

 

 

Date: July 22, 2021

 

 

By:

 

/s/ Valerie C. Toalson

 

 

 

Name:

 

Valerie C. Toalson

 

 

 

Title:

 

Executive Vice President and Chief Financial Officer

 

 

 

EX-99.1 2 cade-ex991_24.htm EX-99.1 cade-ex991_24.htm

Exhibit 99.1

 

 

 

                                                                                                                      

 

 

Cadence Bancorporation reports

SECOND QUARTER 2021 FINANCIAL RESULTS

 

HOUSTON (July 22, 2021) – Cadence Bancorporation (NYSE: CADE) (“Cadence”) today announced net income for the quarter ended June 30, 2021, of $101.3 million or $0.80 per share, compared to net income of $106.4 million or $0.84 per share for the quarter ended March 31, 2021, and to a net loss of ($56.1) million or ($0.45) per share for the quarter ended June 30, 2020. Adjusted net income (loss)(1), excluding non-routine income and expenses(2), was $106.1 million or $0.84 per share for the quarter ended June 30, 2021, compared to $104.7 million or $0.83 per share for the quarter ended March 31, 2021, and compared to ($56.9) million or ($0.45) per share for the quarter ended June 30, 2020.  

Chairman and Chief Executive Officer of Cadence Bancorporation Paul B. Murphy, Jr. commented, “This quarter’s results demonstrate the strength of our profitable business model and continued improvement in the credit environment.  With the economy expanding, our C&I focus and growth markets, combined with our strong capital levels, position Cadence well. We look forward to further augmenting our business model as we combine with BancorpSouth to become a stronger, more diversified and highly competitive regional bank.”

Second Quarter 2021 Highlights:

 

Second quarter 2021 highlights are as follows:

 

Adjusted pre-tax pre-provision net revenue(1) (“PPNR”) remained strong at $85.2 million or 1.83% of average assets, compared to first quarter 2021 PPNR of $86.4 million or 1.86% of average assets.

 

The allowance for credit losses (“ACL”) reflected continued reserve releases driven by improving credit metrics and economic forecasts, and incorporated a ($51.9) million provision release in the second quarter of 2021 compared to a ($48.3) million provision release in the linked quarter. The ACL remained robust at 2.13% of total loans. Excluding Paycheck Protection Program (“PPP”) loans, our ACL to loans ratio was 2.17% at June 30, 2021. Our ratio of ACL to total nonperforming loans was 202%.

 

Net charge-offs were $8.7 million or 0.29% annualized of average loans, a level consistent with our longer-term expectations for our portfolio mix.

 

Our tax equivalent net interest margin (“NIM”) was 3.10%, down 12 basis points from prior quarter. The NIM decline was primarily driven by lower hedge income, lower accretion and earning asset mix shifts out of higher yielding loans and into lower yielding investment securities. The decline was partially mitigated by a continued decline in total deposit costs, which decreased five basis points in the quarter to 0.15%.

 

We continued to deleverage the balance sheet, paying off $50 million in senior debt in the quarter in addition to the $40 million sub-debt paid off in the first quarter of this year.

 

Our capital ratios remained robust, with the Common Equity Tier 1 ratio increasing to 14.7% and total risk weighted capital increasing to 17.0%.

 

Our adjusted efficiency ratio(1) remained stable at 53.9%.

 

Annualized returns on average assets and tangible common equity were 2.17% and 21.12%, respectively.  

 

Adjusted annualized returns on average assets(1) and adjusted tangible common equity(1) were 2.28% and 22.08%, respectively.

 

Balance Sheet:

 

Total assets were $18.7 billion as of June 30, 2021, a decrease of $107.7 million or 0.6% from March 31, 2021, and a decrease of $165.1 million or 0.9% from June 30, 2020. The linked quarter decrease was largely driven by PPP loan payoffs, partially offset by reinvestment of those proceeds in investment securities.

Cash and Cash Equivalents at June 30, 2021, totaled $2.1 billion as compared to $1.9 billion at March 31, 2021 and June 30, 2020. The $211.6 million increase in the second quarter of 2021 was driven by $588.8 million in PPP loan repayments.

1

 


                                                                                                                    

Loans at June 30, 2021 totaled $11.6 billion as compared to $12.4 billion at March 31, 2021, a decrease of $730.8 million or 5.9%. Loans decreased $2.1 billion or 15.1% from $13.7 billion at June 30, 2020. PPP loans declined by $588.8 million in the second quarter, with the remaining non-PPP loan decline of $142.0 million being driven by net paydowns and payoffs partially offset by approximately $1.1 billion in loan fundings in the quarter. Notable linked quarter changes, excluding PPP loans, included a net increase of General C&I of $42 million, and declines in Restaurant of $56 million, Healthcare of $29 million and CRE of $92 million.

Investment Securities at June 30, 2021 totaled $4.3 billion as compared to $3.9 billion at March 31, 2021 and $2.7 billion at June 30, 2020. Securities as a percent of earning assets was 23.9%, 21.7% and 14.6% at June 30, 2021, March 31, 2021, and June 30, 2020, respectively. The increase in securities from both the linked quarter and prior year is a result of increased balance sheet liquidity. Securities acquired during the second quarter include primarily agency pass-through residential mortgage-backed securities.

Total Deposits at June 30, 2021 were $16.0 billion, a decrease of $145.4 million or 0.9% from March 31, 2021 and down $85.5 million or 0.5% from June 30, 2020. Non-interest bearing deposits increased to $5.7 billion or 35.5% of total deposits at June 30, 2021, up from $5.6 billion or 34.4% of total deposits at March 31, 2021 and $5.2 billion or 32.5% at June 30, 2020. Total cost of deposits declined to 0.15% for the second quarter of 2021, down from both the first quarter 2021 cost of 0.20% and the second quarter 2020 cost of 0.46%.

Total Borrowings at June 30, 2021 were $282.7 million, a decrease of $50.3 million from $333.0 million at March 31, 2021 and a decrease of $89.5 million from $372.2 million at June 30, 2020. The second quarter decrease was due to repayment of $50.0 million in senior notes that matured on June 28, 2021.

Shareholders’ equity was $2.2 billion at June 30, 2021, an increase of $110.2 million or 5.3% from March 31, 2021 and an increase of $157.3 million or 7.7% from June 30, 2020. The linked quarter increase included quarterly net income of $101.3 million, an increase of $23.8 million in other comprehensive income including a $29.9 million increase in unrealized gains on investment securities available-for-sale, partially offset by $18.8 million in cash dividends.

Tangible common shareholders’ equity(1) was $2.1 billion at June 30, 2021, up $115.0 million or 5.8% from March 31, 2021 and up $177.6 million or 9.3% from June 30, 2020. The linked quarter increase resulted from the same factors noted above.

 

Total shareholders’ equity to total assets and tangible equity to tangible assets were 11.8% and 11.2%, respectively, at June 30, 2021, compared to 11.1% and 10.6%, respectively, at March 31, 2021, and 10.8% and 10.2%, respectively, at June 30, 2020.

 

Tangible book value per share(1) was $16.72 as of June 30, 2021, an increase of $0.92 or 5.8% from $15.80 as of March 31, 2021, and an increase of $1.57 or 10.4% from $15.15 as of June 30, 2020.  

 

Total shares outstanding at June 30, 2021 were 124.8 million.  

Quarter end regulatory capital ratios remained robust and increased during the quarter as follows:

 

 

 

6/30/2021

 

3/31/2021

 

6/30/2020

Common equity Tier 1 capital

 

14.7%

 

14.2%

 

11.7%

Tier 1 leverage capital

 

11.4%

 

10.9%

 

9.5%

Tier 1 risk-based capital

 

14.7%

 

14.2%

 

11.7%

Total risk-based capital

 

17.0%

 

16.7%

 

14.3%

 

Asset Quality:

Credit quality metrics during the second quarter of 2021 reflected some notable improvements including lower net-charge offs and declines in nonperforming and criticized loan balances.

 

Net charge-offs for the second quarter of 2021 were $8.7 million or 0.29% annualized of average loans compared to $12.1 million or 0.39% annualized and $32.6 million or 0.94% annualized for the quarters ended March 31, 2021 and June 30, 2020, respectively. The current quarter net charge-offs included $8.5 million in Energy.

 

Provision for credit losses was a release of ($51.9) million for the second quarter of 2021 as compared to a release of ($48.3) million for the first quarter of 2021 and a provision expense of $158.8 million for the second quarter of 2020. The current quarter’s release was driven by improved economic conditions and forecasts, as well as continued improvements in overall credit including reductions in nonperforming and criticized loans. The second quarter 2021 provision release included $25.3 million release in the CRE segment (including releases of $14.2 million in the Hospitality category), and $25.6 million release in the C&I segment (including releases of $12.0 million in the Restaurant category).

2

 


                                                                                                                    

 

 

The ACL was $247.7 million or 2.13% of total loans as of June 30, 2021, as compared to $308.0 million or 2.49% of total loans as of March 31, 2021 and $370.9 million or 2.71% of total loans as of June 30, 2020. Excluding PPP loans, the ACL was 2.17% of total loans at June 30, 2021, down from 2.67% at March 31, 2021.

 

Total nonperforming loans (“NPL”) totaled $122.5 million, $123.4 million, and $224.4 million as of June 30, 2021, March 31, 2021, and June 30, 2020, respectively. As a percent of total loans, NPL were 1.05% at June 30, 2021, compared to 1.00% at March 31, 2021 and 1.64% at June 30, 2020. The current quarter percentage increase resulted from a decrease in total loans during the quarter.

 

The ACL to NPL was 202.2% as of June 30, 2021, as compared to 249.7% as of March 31, 2021 and 165.3% as of June 30, 2020.

 

Total criticized loans at June 30, 2021 were $667.9 million or 5.7% of total loans, down from $816.3 million or 6.6% at March 31, 2021 and $1.0 billion or 7.4% at June 30, 2020. The linked quarter decrease included declines of $85.0 million or 46.7% in Restaurant, $79.0 million or 33.2% in Energy, and $23.9 million or 20.5% in Hospitality-CRE.

 

Loans 30-89 days past due were 0.36% of total loans at June 30, 2021, compared to 0.40% at March 31, 2021 and 0.19% at June 30, 2020.

Total Revenue:

Total operating revenue(1) for the second quarter of 2021 was $185.0 million, down $1.4 million or 0.8% from the first quarter of 2021 and up $0.4 million or 0.2% from the second quarter of 2020.

Net interest income for the second quarter of 2021 was $138.5 million, a decrease of $4.2 million or 2.9% from the first quarter of 2021 and a decrease of $16.2 million or 10.5% from the second quarter of 2020.

 

Compared to the prior year, the net interest income decline included $6.9 million in lower hedge income, $3.1 million in lower accretion, and $19.0 million in lower interest income due to a mix shift from higher yielding loans to lower yielding investment securities and declining yields, partially offset by $13.0 million in lower funding costs due to a 59% reduction in cost of funds, supported by improved mix and debt payoffs.

 

Compared to the linked quarter, the net interest income decline included $3.3 million in lower hedge income, $1.3 million in lower accretion and $1.2 million in lower PPP loan income, partially offset by a $1.3 million increase due to number of days. Declines in interest income of $2.8 million resulting from earning asset mix shifts and yield declines were largely offset by $2.5 million in decreased interest expense resulting from lower funding costs and increases non-interest bearing liabilities.

Our NIM for the second quarter of 2021 was 3.10% as compared to 3.22% for the linked quarter and 3.51% for the second quarter of 2020. Excluding the impact of PPP loans, the second quarter 2021 NIM decreased by 15 basis points to 3.09% from 3.24% in the linked quarter, with lower average loan balances and declines in yield, lower hedge income and lower accretion income contributing 13, 8 and 3 basis points of the decline, respectively, partially offset by positive impacts from lower deposit costs and improved mix, increases in average securities balances and lower average borrowings attributing 5, 4 and 1 basis points, respectively.

 

Our total funding costs continued to decline in the quarter, down $2.5 million to 0.23% compared to 0.29% in the prior quarter. Total deposit costs declined by five basis points to 0.15% for the current quarter compared to 0.20% for the linked quarter, and total interest-bearing liability costs declined by seven basis points to 0.36% from 0.43% in the linked quarter. Average interest-bearing liabilities decreased by $552.6 million or 4.9% from the prior quarter to $10.7 billion, and average noninterest-bearing deposits increased by $370.2 million or 6.9% from the prior quarter to $5.7 billion.

 

Yield on loans excluding accretion and hedge income was 3.83% in the current quarter, down one basis point from 3.84% in the linked quarter. Excluding the impact of PPP loans, this yield was 3.86% in the current quarter,

3

 


                                                                                                                    

 

down from 3.91% for the linked quarter. Average loans declined by $508.4 million or 4.0% from the prior quarter to $12.1 billion.

 

PPP loans averaged $619.3 million in the current quarter with a yield of 3.34%, down from $877.6 million in the linked quarter.

 

Hedge income and collar gain recognition for the second quarter of 2021 was $10.8 million as compared to $14.1 million for the prior quarter.

 

Accretion on acquired loans totaled $4.5 million for the second quarter of 2021 as compared to $5.8 million for the prior quarter.

 

Yield on investment securities declined to 1.62% in the current quarter compared to 1.69% in linked quarter, with the lower yield reflecting the impact of securities purchased in the current and prior quarters. Average investment securities increased by $572.4 million or 16.6% from the prior quarter to $4.0 billion.

 

Total earning asset yields declined to 3.31% in the current quarter compared to 3.49% in the linked quarter, with average balances remaining level at $18.0 billion, but reflecting a mix shift between loans and investment securities.

 

Excess liquidity in the second quarter negatively impacted the NIM by an estimated 23 basis points compared to 24 basis points in the linked quarter.

 

Noninterest income for the second quarter of 2021 was $46.5 million, an increase of $2.8 million or 6.4% from the linked quarter, and an increase of $16.5 million or 55.2% from the same period of 2020. Adjusted noninterest income(1) for the second quarter of 2021 was $46.5 million, an increase of $5.0 million or 12.1% from the linked quarter, and an increase of $18.8 million or 68.0% from the second quarter of 2020.

 

The increase from the prior year was driven by increases of $6.6 million in earnings from alternative investments, $4.5 million in SBA income, $2.4 million in service charges on deposits driven by an increase of $2.3 million in account analysis service charges, $1.7 million in investment advisory fees and $1.1 million in credit related fees.

 

The linked quarter increase was driven by increases of $1.6 million, $1.8 million, and $0.9 million in credit related fees, SBA income and referral income, respectively. These items were partially offset by a decrease of $2.2 million in securities gains.

 

Noninterest income as a percent of total revenue for the second quarter of 2021 increased to 25.1% as compared to 23.4% for the linked quarter and 16.2% for the second quarter of 2020.

 

Noninterest expense for the second quarter of 2021 was $106.1 million, compared to $97.8 million for the linked quarter and compared to $88.6 million for the same period of 2020. Adjusted noninterest expense(1), which excludes the impact of non-routine items(2), was $99.8 million, up $2.0 million or 2.0% from the linked quarter and up $12.4 million or 14.2% from the second quarter of 2020.

 

The increase from the prior year was attributable to increased incentive accruals related to improved company performance and lower loan cost deferral due to the large number of PPP loans generated in the prior year’s quarter.  

 

The linked quarter increase in noninterest expenses resulted from:

 

An increase of $6.3 million in merger related expenses which are directly attributable to the announced merger with BancorpSouth Bank.

 

An increase of $1.5 million in personnel costs driven by an increase of $1.2 million in salaries (largely related to annual merit increases) and an increase of $2.4 million in equity compensation and annual incentive compensation accruals resulting from improved company performance. These increases were partially mitigated by a seasonal decrease in payroll taxes and employee benefits.

 

A decrease of $1.0 million in other noninterest expenses due to a decrease of $1.4 million in operational losses resulting from a recovery in the current quarter.

 

 

4

 


                                                                                                                    

 

Adjusted efficiency ratio(1) for the second quarter of 2021 was 53.9%, compared to the linked quarter ratio of 53.1% and the prior year’s second quarter ratio of 47.9%.

Taxes:

The effective tax rate for the second quarter of 2021 was 22.6% compared to 22.3% for the linked quarter and 10.6% for the second quarter of 2020.    

Dividend:

On July 22, 2021, the board of directors of Cadence Bancorporation declared a quarterly cash dividend in the amount of $0.15 per share of outstanding common stock, representing an annualized dividend of $0.60 per share. The dividend will be paid on August 13, 2021 to holders of record of Cadence’s Class A common stock on August 6, 2021.

Supplementary Financial Tables (Unaudited):

Supplementary financial tables (unaudited) are included in this release following the customary disclosure information.  

Second Quarter 2021 Earnings Conference Call:

Cadence Bancorporation executive management will host a conference call to discuss second quarter 2021 results on Thursday, July 22, 2021, at 7:30 a.m. CT / 8:30 a.m. ET. Slides to be presented by management on the conference call can be viewed by visiting www.cadencebancorporation.com and selecting “Events & Presentations” then “Presentations”.    

Conference Call Access:

To access the conference call, please dial one of the following numbers approximately 10-15 minutes prior to the start time to allow time for registration and use the Elite Entry Number provided below.  

 

Dial in (toll free):

1-888-317-6003

International dial in:

1-412-317-6061

Canada (toll free):

1-866-284-3684

Participant Elite Entry Number:

2723400

For those unable to participate in the live presentation, a replay will be available through August 5, 2021. To access the replay, please use the following numbers:

 

U.S. Toll Free: 

1-877-344-7529

International Toll: 

1-412-317-0088

Canada Toll Free:

1-855-669-9658

Replay Access Code: 

10157962

 

Webcast Access:

The call and corresponding presentation slides will be webcast live on the home page of the Company’s website: www.cadencebancorporation.com.

 


 

(1)

Considered a non-GAAP financial measure. See Table 10 “Reconciliation of Non-GAAP Financial Measures” for a reconciliation of our non-GAAP measures to the most directly comparable GAAP financial measure.

(2)

See Table 10 for a detail of non-routine income and expenses.

 

5

 


                                                                                                                    

 

 

About Cadence Bancorporation:

Cadence Bancorporation (NYSE: CADE), headquartered in Houston, Texas, is a regional financial holding company with $18.7 billion in total assets as of June 30, 2021. Its wholly owned subsidiary, Cadence Bank, N.A., operates 99 branch locations in Alabama, Florida, Georgia, Mississippi, Tennessee, and Texas, and provides corporations, middle-market companies, small businesses and consumers with a full range of innovative banking and financial solutions. Services and products include commercial and business banking, treasury management, specialized lending, asset-based lending, commercial real estate, SBA lending, foreign exchange, wealth management, investment and trust services, financial planning, retirement plan management, payroll and insurance services, consumer banking, consumer loans, mortgages, home equity lines and loans, and credit cards. Clients have access to leading-edge online and mobile solutions, interactive teller machines, and more than 55,000 ATMs. The Cadence team of approximately 1,800 associates is committed to exceeding customer expectations and helping their clients succeed financially.

 

Cautionary Statement Regarding Forward-Looking Statements

 

Certain statements in this communication may constitute “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995,Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended with respect to BancorpSouth Bank’s and Cadence Bancorporation’s and Cadence Bank’s (together, “Cadence”) beliefs, plans, goals, expectations, and estimates. Forward-looking statements are not a representation of historical information but instead pertain to future operations, strategies, financial results or other developments.  These forward-looking statements may be identified by their reference to a future period or periods or by the use of forward-looking terminology such as “anticipate,” “believe,” “could,” “continue,” “seek,” “intend,” “estimate,” “expect,” “foresee,” “hope,” “intend,” “may,” “might,” “plan,” “should,” “predict,” “project,” “goal,” “outlook,” “potential,” “will,” “will result,” “will likely result,” or “would” or future or conditional verb tenses and variations or negatives of such terms. These forward-looking statements include, without limitation, those relating to the terms, timing and closing of the proposed transaction.  

Cadence cautions readers not to place undue reliance on the forward-looking statements contained in this communication, in that actual results could differ materially from those indicated in such forward-looking statements as a result of a variety of factors, many of which are beyond the control of BancorpSouth Bank and Cadence.  The factors that could cause actual results to differ materially include the following:  the occurrence of any event, change or other circumstances that could give rise to the right of one or both of the parties to terminate the definitive merger agreement between BancorpSouth Bank and Cadence; the outcome of any legal proceedings that have been or may be instituted against BancorpSouth Bank or Cadence; the possibility that the proposed transaction will not close when expected or at all because required regulatory, shareholder or other approvals are not received or other conditions to the closing are not satisfied on a timely basis or at all, or are obtained subject to conditions that are not anticipated; the ability of BancorpSouth Bank and Cadence to meet expectations regarding the timing, completion and accounting and tax treatments of the proposed transaction; the risk that any announcements relating to the proposed transaction could have adverse effects on the market price of the common stock of either or both parties to the proposed transaction; the possibility that the anticipated benefits of the proposed transaction will not be realized when expected or at all, including as a result of the impact of, or problems arising from, the integration of the two companies or as a result of the strength of the economy and competitive factors in the areas where BancorpSouth Bank and Cadence do business; certain restrictions during the pendency of the proposed transaction that may impact the parties’ ability to pursue certain business opportunities or strategic transactions; the possibility that the transaction may be more expensive to complete than anticipated, including as a result of unexpected factors or events; diversion of management’s attention from ongoing business operations and opportunities; the possibility that the parties may be unable to achieve expected synergies and operating efficiencies in the merger within the expected timeframes or at all and to successfully integrate Cadence’s operations and those of BancorpSouth Bank; such integration may be more difficult, time consuming or costly than expected; revenues following the proposed transaction may be lower than expected; potential adverse reactions or changes to business or employee relationships, including those resulting from the announcement or completion of the proposed transaction; BancorpSouth Bank and Cadence’s success in executing their respective business plans and strategies and managing the risks involved in the foregoing; the dilution caused by BancorpSouth Bank’s issuance of additional shares

6

 


                                                                                                                    

of its capital stock in connection with the proposed transaction; business and economic conditions generally and in the financial services industry, nationally and within Cadence’s current and future geographic market areas; economic, market, operational, liquidity, credit and interest rate risks associated with Cadence’s business; deteriorating asset quality and higher loan charge-offs; the laws and regulations applicable to Cadence’s business; Cadence’s ability to achieve organic loan and deposit growth and the composition of such growth; increased competition in the financial services industry, nationally, regionally or locally; Cadence’s ability to maintain its historical earnings trends; Cadence’s ability to raise additional capital to implement its business plan; material weaknesses in Cadence’s internal control over financial reporting; systems failures or interruptions involving Cadence’s information technology and telecommunications systems or third-party servicers; the composition of Cadence’s management team and its ability to attract and retain key personnel; the fiscal position of the U.S. federal government and the soundness of other financial institutions; the composition of Cadence’s loan portfolio, including the identity of Cadence’s borrowers and the concentration of loans in energy-related industries and in its specialized industries; the portion of Cadence’s loan portfolio that is comprised of participations and shared national credits; the amount of nonperforming and classified assets Cadence holds; the extent of the impact of the COVID-19 pandemic on Cadence and its customers, counterparties, employees and third-party service providers, and the impacts to Cadence’s business, financial position, results of operations, and prospects; and other factors that may affect future results of BancorpSouth Bank and Cadence; and the other factors discussed in “Risk Factors” in BancorpSouth Bank’s Annual Report on Form 10-K for the year ended December 31, 2020, BancorpSouth Bank’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2021 and BancorpSouth Bank’s other filings with the Federal Deposit Insurance Corporation (the “FDIC”), which are available at https://www.fdic.gov/ and in the “Investor Relations” section of BancorpSouth Bank’s website, https://www.bancorpsouth.com/, under the heading “Public Filings,” and in Cadence’s Annual Report on Form 10-K for the year ended December 31, 2020, Cadence’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2021 and in Cadence’s other filings with the U.S. Securities and Exchange Commission (the “SEC”), which are available at http://www.sec.gov and in the “Investor Relations” section of Cadence’s website, https://cadencebancorporation.com/, under the heading “SEC Filings.”  BancorpSouth Bank and Cadence assume no obligation to update the information in this communication, except as otherwise required by law.  

Additional Information and Where to Find It

This communication may be deemed to be solicitation material in respect of the proposed transaction by BancorpSouth Bank and Cadence.  In connection with the proposed acquisition, BancorpSouth Bank and Cadence each filed with the FDIC and the SEC on July 7, 2021, respectively, a definitive joint proxy statement on Schedule 14A, including an offering circular with respect to the common stock of BancorpSouth Bank. STOCKHOLDERS OF BANCORPSOUTH BANK AND CADENCE ARE URGED TO READ THE DEFINITIVE JOINT PROXY STATEMENT/OFFERING CIRCULAR AND ALL OTHER RELEVANT DOCUMENTS FILED WITH THE FDIC AND SEC WHEN THEY BECOME AVAILABLE, (INCLUDING ALL AMENDMENTS AND SUPPLEMENTS THERETO), BECAUSE THEY CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED TRANSACTION.  Investors and security holders may obtain the documents free of charge at the FDIC’s website, https://www.fdic.gov/, and the SEC’s website, http://www.sec.gov,respectively.

Participants in Solicitation

BancorpSouth Bank and its directors and executive officers, and Cadence and its directors and executive officers, may be deemed to be participants in the solicitation of proxies from the holders of BancorpSouth Bank common stock and the holders of Cadence common stock in respect of the proposed transaction.  Information about the directors and executive officers of BancorpSouth Bank is set forth in the proxy statement for BancorpSouth Bank’s 2021 Annual Meeting of Stockholders, which was filed with the FDIC on March 12, 2021.  Information about the directors and executive officers of Cadence is set forth in the proxy statement for Cadence’s 2021 Annual Meeting of Stockholders, which was filed with the SEC on March 26, 2021.  Additional information regarding the interest of such participants is set forth in the definitive joint proxy statement/offering circular regarding the proposed transaction filed by each of BancorpSouth Band and Cadence with the FDIC and the SEC on July 7, 2021, respectively.  Free copies of this document may be obtained as described in the preceding paragraph.


7

 


                                                                                                                    

 

 

About Non-GAAP Financial Measures

Certain of the financial measures and ratios Cadence presents, including “efficiency ratio,” “adjusted efficiency ratio,” “adjusted noninterest expenses,” “adjusted operating revenue,” “tangible common equity ratio,” “tangible book value per share” and “return on average tangible common equity”, “adjusted return on average tangible common equity”, “adjusted return on average assets”, “adjusted diluted earnings per share”, and “pre-tax, pre-provision net revenue” are supplemental measures that are not required by, or are not presented in accordance with, U.S. generally accepted accounting principles (GAAP).  Cadence refers to these financial measures and ratios as “non-GAAP financial measures.” Cadence considers the use of select non-GAAP financial measures and ratios to be useful for financial and operational decision making and useful in evaluating period-to-period comparisons.  Cadence believes that these non-GAAP financial measures provide meaningful supplemental information regarding its performance by excluding certain expenditures or assets that Cadence believes are not indicative of its primary business operating results or by presenting certain metrics on a fully taxable equivalent basis.

Cadence believes that management and investors benefit from referring to these non-GAAP financial measures in assessing its performance and when planning, forecasting, analyzing and comparing past, present and future periods.

These non-GAAP financial measures should not be considered a substitute for financial information presented in accordance with GAAP and you should not rely on non-GAAP financial measures alone as measures of Cadence’s performance.

The non-GAAP financial measures Cadence presents may differ from non-GAAP financial measures used by its peers or other companies. Cadence compensates for these limitations by providing the equivalent GAAP measures whenever it presents the non-GAAP financial measures and by including a reconciliation of the impact of the components adjusted for in the non-GAAP financial measure so that both measures and the individual components may be considered when analyzing Cadence’s performance.  A reconciliation of non-GAAP financial measures to the comparable GAAP financial measures is included at the end of the financial statement tables (Table 10).

 

###

 

Contact Information

 

Cadence Bancorporation

 

Media contact:

Danielle Kernell

713-871-4051

danielle.kernell@cadencebank.com

 

Investor relations contact:

Valerie Toalson

713-871-4103 or 800-698-7878

vtoalson@cadencebancorporation.com


8

 


                                                                                                                    

 

Table 1 Selected Financial Data

 

 

 

As of and for the Three Months Ended

 

(In thousands, except share and per share data)

 

2Q 2021

 

 

1Q 2021

 

 

4Q 2020

 

 

3Q 2020

 

 

2Q 2020

 

Income Statement Data

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Interest income

 

$

148,029

 

 

$

154,701

 

 

$

170,739

 

 

$

170,497

 

 

$

177,175

 

Interest expense

 

 

9,488

 

 

 

11,953

 

 

 

13,998

 

 

 

16,455

 

 

 

22,461

 

Net interest income

 

 

138,541

 

 

 

142,748

 

 

 

156,741

 

 

 

154,042

 

 

 

154,714

 

Provision (release) for credit losses

 

 

(51,876

)

 

 

(48,262

)

 

 

2,835

 

 

 

32,973

 

 

 

158,811

 

Net interest income after provision (release)

 

 

190,417

 

 

 

191,010

 

 

 

153,906

 

 

 

121,069

 

 

 

(4,097

)

Noninterest income (1)

 

 

46,474

 

 

 

43,696

 

 

 

209,745

 

 

 

32,591

 

 

 

29,950

 

Noninterest expense

 

 

106,066

 

 

 

97,822

 

 

 

105,331

 

 

 

94,859

 

 

 

88,620

 

Income (loss) before income taxes

 

 

130,825

 

 

 

136,884

 

 

 

258,320

 

 

 

58,801

 

 

 

(62,767

)

Income tax expense (benefit)

 

 

29,516

 

 

 

30,459

 

 

 

57,737

 

 

 

9,486

 

 

 

(6,653

)

Net income (loss)

 

$

101,309

 

 

$

106,425

 

 

$

200,583

 

 

$

49,315

 

 

$

(56,114

)

Weighted average common shares outstanding

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Basic

 

 

124,732,617

 

 

 

125,079,250

 

 

 

125,973,736

 

 

 

125,956,714

 

 

 

125,924,652

 

Diluted

 

 

125,548,794

 

 

 

125,621,508

 

 

 

126,408,959

 

 

 

126,094,868

 

 

 

125,924,652

 

Earnings (loss) per share

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Basic

 

$

0.81

 

 

$

0.85

 

 

$

1.58

 

 

$

0.39

 

 

$

(0.45

)

Diluted

 

 

0.80

 

 

 

0.84

 

 

 

1.57

 

 

 

0.39

 

 

 

(0.45

)

Period-End Balance Sheet Data

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Cash and cash equivalents

 

$

2,100,099

 

 

$

1,888,518

 

 

$

2,053,946

 

 

$

1,247,172

 

 

$

1,899,369

 

Investment securities

 

 

4,277,448

 

 

 

3,918,666

 

 

 

3,332,168

 

 

 

3,088,699

 

 

 

2,661,433

 

Total loans, net of unearned income

 

 

11,634,502

 

 

 

12,365,334

 

 

 

12,719,129

 

 

 

13,465,556

 

 

 

13,699,097

 

Allowance for credit losses

 

 

247,732

 

 

 

308,037

 

 

 

367,160

 

 

 

385,412

 

 

 

370,901

 

Total assets

 

 

18,692,623

 

 

 

18,800,350

 

 

 

18,712,567

 

 

 

18,404,195

 

 

 

18,857,753

 

Total deposits

 

 

15,983,808

 

 

 

16,129,199

 

 

 

16,052,245

 

 

 

15,786,221

 

 

 

16,069,282

 

Noninterest-bearing deposits

 

 

5,670,234

 

 

 

5,556,217

 

 

 

5,033,748

 

 

 

5,033,338

 

 

 

5,220,109

 

Interest-bearing deposits

 

 

10,313,574

 

 

 

10,572,982

 

 

 

11,018,497

 

 

 

10,752,883

 

 

 

10,849,173

 

Borrowings and subordinated debentures

 

 

282,688

 

 

 

332,984

 

 

 

372,669

 

 

 

372,446

 

 

 

372,222

 

Total shareholders’ equity

 

 

2,202,738

 

 

 

2,092,536

 

 

 

2,121,102

 

 

 

2,071,472

 

 

 

2,045,480

 

Average Balance Sheet Data

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Cash and cash equivalents

 

$

1,973,893

 

 

$

2,195,037

 

 

$

1,395,089

 

 

$

1,112,258

 

 

$

1,519,495

 

Investment securities

 

 

4,018,601

 

 

 

3,446,172

 

 

 

3,201,722

 

 

 

2,960,357

 

 

 

2,487,467

 

Total loans, net of unearned income

 

 

12,143,148

 

 

 

12,651,585

 

 

 

13,238,440

 

 

 

13,652,395

 

 

 

13,884,220

 

Allowance for credit losses

 

 

308,076

 

 

 

370,736

 

 

 

393,306

 

 

 

389,243

 

 

 

267,464

 

Total assets

 

 

18,697,625

 

 

 

18,837,133

 

 

 

18,354,046

 

 

 

18,248,014

 

 

 

18,500,600

 

Total deposits

 

 

16,051,226

 

 

 

16,200,631

 

 

 

15,736,884

 

 

 

15,628,314

 

 

 

15,774,787

 

Noninterest-bearing deposits

 

 

5,726,273

 

 

 

5,356,120

 

 

 

5,245,478

 

 

 

4,892,079

 

 

 

4,587,673

 

Interest-bearing deposits

 

 

10,324,953

 

 

 

10,844,511

 

 

 

10,491,406

 

 

 

10,736,235

 

 

 

11,187,115

 

Borrowings and subordinated debentures

 

 

329,976

 

 

 

363,046

 

 

 

372,920

 

 

 

372,304

 

 

 

372,547

 

Total shareholders’ equity

 

 

2,114,127

 

 

 

2,085,712

 

 

 

2,072,030

 

 

 

2,052,079

 

 

 

2,118,796

 

 

 

(1)

For 4Q 2020, includes hedge revenue of $169.2 million, $129.5 million after tax

 

 

 

 


9

 


                                                                                                                    

 

Table 1 (Continued) Selected Financial Data

 

 

 

As of and for the Three Months Ended

 

(In thousands, except share and per share data)

 

2Q 2021

 

 

1Q 2021

 

 

4Q 2020

 

 

3Q 2020

 

 

2Q 2020

 

Per Share Data:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Book value

 

$

17.66

 

 

$

16.78

 

 

$

16.84

 

 

$

16.45

 

 

$

16.24

 

Tangible book value (1)

 

 

16.72

 

 

 

15.80

 

 

 

15.83

 

 

 

15.40

 

 

 

15.15

 

Cash dividends declared

 

 

0.150

 

 

 

0.150

 

 

 

0.075

 

 

 

0.050

 

 

 

0.050

 

Dividend payout ratio

 

 

18.52

%

 

 

17.65

%

 

 

4.75

%

 

 

12.82

%

 

 

(11.11

)%

Performance Ratios:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Return on average common equity (2)

 

 

19.22

%

 

 

20.69

%

 

 

38.51

%

 

 

9.56

%

 

 

(10.65

)%

Return on average tangible common equity (1) (2)

 

 

21.12

 

 

 

22.80

 

 

 

41.90

 

 

 

11.08

 

 

 

(10.56

)

Return on average assets (2)

 

 

2.17

 

 

 

2.29

 

 

 

4.35

 

 

 

1.08

 

 

 

(1.22

)

Net interest margin (2)

 

 

3.10

 

 

 

3.22

 

 

 

3.54

 

 

 

3.49

 

 

 

3.51

 

Efficiency ratio (1)

 

 

57.33

 

 

 

52.47

 

 

 

28.74

 

 

 

50.83

 

 

 

47.99

 

Adjusted efficiency ratio (1)

 

 

53.94

 

 

 

53.11

 

 

 

28.79

 

 

 

49.45

 

 

 

47.93

 

Asset Quality Ratios:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Total NPA to total loans, OREO, and other NPA

 

 

1.20

%

 

 

1.15

%

 

 

1.24

%

 

 

1.55

%

 

 

1.74

%

Total nonperforming loans ("NPL") to total loans

 

 

1.05

 

 

 

1.00

 

 

 

1.08

 

 

 

1.40

 

 

 

1.64

 

Total ACL to total loans

 

 

2.13

 

 

 

2.49

 

 

 

2.89

 

 

 

2.86

 

 

 

2.71

 

ACL to total NPL

 

 

202.20

 

 

 

249.70

 

 

 

266.05

 

 

 

203.82

 

 

 

165.30

 

Net charge-offs to average loans (2)

 

 

0.29

 

 

 

0.39

 

 

 

0.64

 

 

 

0.58

 

 

 

0.94

 

Capital Ratios:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Total shareholders’ equity to assets

 

 

11.8

%

 

 

11.1

%

 

 

11.3

%

 

 

11.3

%

 

 

10.8

%

Tangible common equity to tangible assets (1)

 

 

11.2

 

 

 

10.6

 

 

 

10.7

 

 

 

10.6

 

 

 

10.2

 

Common equity Tier 1 capital (3)

 

 

15.5

 

 

 

14.2

 

 

 

14.0

 

 

 

12.0

 

 

 

11.7

 

Tier 1 leverage capital (3)

 

 

11.4

 

 

 

10.9

 

 

 

10.9

 

 

 

9.9

 

 

 

9.5

 

Tier 1 risk-based capital (3)

 

 

15.5

 

 

 

14.2

 

 

 

14.0

 

 

 

12.0

 

 

 

11.7

 

Total risk-based capital (3)

 

 

17.8

 

 

 

16.7

 

 

 

16.7

 

 

 

14.7

 

 

 

14.3

 

 

 

(1)

Considered a non-GAAP financial measure. See Table 10 "Reconciliation of Non-GAAP Financial Measures" for a reconciliation of our non-GAAP measures to the most directly comparable GAAP financial measure.

 

(2)

Annualized.

 

(3)

Current quarter regulatory capital ratios are estimates.

 


10

 


                                                                                                                    

 

Table 2 Average Balances/Yield/Rates

 

 

 

For the Three Months Ended June 30,

 

 

 

2021

 

 

2020

 

 

 

Average

 

 

Income/

 

 

Yield/

 

 

Average

 

 

Income/

 

 

Yield/

 

(In thousands)

 

Balance

 

 

Expense

 

 

Rate

 

 

Balance

 

 

Expense

 

 

Rate

 

ASSETS

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Interest-earning assets:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Loans, net of unearned income (1)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Originated loans

 

$

10,256,387

 

 

$

107,760

 

 

 

4.21

%

 

$

11,173,408

 

 

$

125,922

 

 

 

4.53

%

ANCI portfolio

 

 

1,737,494

 

 

 

20,660

 

 

 

4.77

 

 

 

2,512,163

 

 

 

32,967

 

 

 

5.28

 

PCD portfolio

 

 

149,267

 

 

 

2,858

 

 

 

7.68

 

 

 

198,649

 

 

 

3,965

 

 

 

8.03

 

Total loans

 

 

12,143,148

 

 

 

131,278

 

 

 

4.34

 

 

 

13,884,220

 

 

 

162,854

 

 

 

4.72

 

Investment securities

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

    Taxable

 

 

3,681,937

 

 

 

13,551

 

 

 

1.48

 

 

 

2,269,017

 

 

 

12,207

 

 

 

2.16

 

Tax-exempt (2)

 

 

336,664

 

 

 

2,644

 

 

 

3.15

 

 

 

218,450

 

 

 

1,948

 

 

 

3.59

 

Total investment securities

 

 

4,018,601

 

 

 

16,195

 

 

 

1.62

 

 

 

2,487,467

 

 

 

14,155

 

 

 

2.29

 

Federal funds sold and short-term investments

 

 

1,755,586

 

 

 

681

 

 

 

0.16

 

 

 

1,342,779

 

 

 

328

 

 

 

0.10

 

Other investments

 

 

69,873

 

 

 

431

 

 

 

2.47

 

 

 

77,337

 

 

 

247

 

 

 

1.28

 

Total interest-earning assets

 

 

17,987,208

 

 

 

148,585

 

 

 

3.31

 

 

 

17,791,803

 

 

 

177,584

 

 

 

4.01

 

Noninterest-earning assets:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Cash and due from banks

 

 

218,307

 

 

 

 

 

 

 

 

 

 

 

176,716

 

 

 

 

 

 

 

 

 

Premises and equipment

 

 

124,893

 

 

 

 

 

 

 

 

 

 

 

127,413

 

 

 

 

 

 

 

 

 

Accrued interest and other assets

 

 

675,293

 

 

 

 

 

 

 

 

 

 

 

672,132

 

 

 

 

 

 

 

 

 

   Allowance for credit losses

 

 

(308,076

)

 

 

 

 

 

 

 

 

 

 

(267,464

)

 

 

 

 

 

 

 

 

Total assets

 

$

18,697,625

 

 

 

 

 

 

 

 

 

 

$

18,500,600

 

 

 

 

 

 

 

 

 

LIABILITIES AND SHAREHOLDERS' EQUITY

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Interest-bearing liabilities:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Demand deposits

 

$

7,933,078

 

 

$

2,952

 

 

 

0.15

%

 

$

8,368,151

 

 

$

7,511

 

 

 

0.36

%

Savings deposits

 

 

400,955

 

 

 

83

 

 

 

0.08

 

 

 

291,874

 

 

 

179

 

 

 

0.25

 

Time deposits

 

 

1,990,920

 

 

 

3,008

 

 

 

0.61

 

 

 

2,527,090

 

 

 

10,451

 

 

 

1.66

 

Total interest-bearing deposits

 

 

10,324,953

 

 

 

6,043

 

 

 

0.23

 

 

 

11,187,115

 

 

 

18,141

 

 

 

0.65

 

Other borrowings

 

 

146,701

 

 

 

924

 

 

 

2.53

 

 

 

149,973

 

 

 

937

 

 

 

2.51

 

Subordinated debentures

 

 

183,275

 

 

 

2,521

 

 

 

5.52

 

 

 

222,574

 

 

 

3,383

 

 

 

6.11

 

Total interest-bearing liabilities

 

 

10,654,929